CLASSIFIED GP(08232) - 2025 - 中期业绩

Company Information The company's board comprises three executive and four independent non-executive directors, ensuring governance independence, with its registered office in the Cayman Islands and main operations in Hong Kong - The company's board of directors consists of 3 executive directors (Mr. Wong Tze Chui, Mr. Pong Kin Yee, Mr. Li Kai Leung) and 4 independent non-executive directors (Dr. Chan Kin Keung, Mr. Ng Chun Fai, Mr. Yu Man Yiu, Ms. Wong Tsui Yu)[9] - The Audit Committee, Remuneration Committee, and Nomination Committee are all chaired by independent non-executive directors, ensuring the independence of corporate governance[9] - The company is registered in the Cayman Islands, with its principal place of business, headquarters, and main operating location in Wong Chuk Hang, Hong Kong[10] - The company's website is www.classifiedgroup.com.hk, and its stock code is 08232[10] Unaudited Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income For the six months ended June 30, 2025, revenue was HK$17,008 thousand, a 4.3% decrease year-on-year, with loss and total comprehensive income attributable to owners of the company at HK$2,983 thousand, largely consistent with the prior period Key Data from Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income | Indicator | June 30, 2025 (HK$ Thousand) | June 30, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Revenue | 17,008 | 17,777 | | Other income | 79 | 206 | | Other gains and losses | 767 | (1) | | Loss before tax | (2,983) | (2,996) | | Loss and total comprehensive income attributable to owners of the company for the period | (2,983) | (2,996) | | Basic and diluted loss per share (HK Cents) | (5.35) | (5.37) | - Revenue decreased by 4.3% year-on-year, reflecting challenging operating conditions[12] - Despite the decline in revenue, the loss for the period remained largely consistent with the prior period, as other gains and losses shifted from a net loss to a net gain[12] Unaudited Condensed Consolidated Statement of Financial Position As of June 30, 2025, total non-current assets were HK$883 thousand, total current assets HK$25,355 thousand, and total current liabilities HK$19,712 thousand, resulting in a net asset value of HK$6,526 thousand, a decrease from HK$9,509 thousand at December 31, 2024 Key Data from Condensed Consolidated Statement of Financial Position | Indicator | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Non-current assets | 883 | 1,267 | | Current assets | 25,355 | 26,075 | | Current liabilities | 19,712 | 17,797 | | Net current assets | 5,643 | 8,278 | | Net assets | 6,526 | 9,509 | - Net assets decreased from HK$9,509 thousand at December 31, 2024, to HK$6,526 thousand at June 30, 2025, primarily due to the loss incurred during the period[13][14] - Current liabilities increased by HK$1,915 thousand, while current assets decreased by HK$720 thousand, leading to a significant decline in net current assets[13] Unaudited Condensed Consolidated Statement of Changes in Equity For the six months ended June 30, 2025, total equity attributable to owners of the company decreased from HK$9,509 thousand at the beginning of the period to HK$6,526 thousand at the end, primarily due to a HK$2,983 thousand loss incurred during the period Key Data from Condensed Consolidated Statement of Changes in Equity | Indicator | January 1, 2025 (HK$ Thousand) | June 30, 2025 (HK$ Thousand) | | :--- | :--- | :--- | | Share capital | 11,150 | 11,150 | | Share premium | 133,445 | 133,445 | | Other reserves | 766 | 766 | | Accumulated losses | (135,852) | (138,835) | | Total equity attributable to owners of the company | 9,509 | 6,526 | - Accumulated losses increased by HK$2,983 thousand, directly leading to an equivalent reduction in total equity attributable to owners of the company[14] - Share capital, share premium, and other reserves remained unchanged during the reporting period[14] Unaudited Condensed Consolidated Statement of Cash Flows For the six months ended June 30, 2025, net cash used in operating activities was HK$694 thousand, net cash from investing activities HK$879 thousand, and net cash used in financing activities HK$751 thousand, resulting in a significant decrease in period-end bank balances and cash to HK$249 thousand from HK$815 thousand at the beginning of the period Key Data from Condensed Consolidated Statement of Cash Flows | Indicator | June 30, 2025 (HK$ Thousand) | June 30, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Net cash used in operating activities | (694) | (684) | | Net cash from investing activities | 879 | 259 | | Net cash used in financing activities | (751) | (5,490) | | Net decrease in cash and cash equivalents | (566) | (5,915) | | Cash and cash equivalents at end of period | 249 | 270 | - Net cash from investing activities significantly increased, primarily due to gains from the disposal of property, plant, and equipment[16] - Net cash used in financing activities significantly decreased, mainly due to an increase in advances from directors, compared to repayment of directors' advances in the prior period[16] - Period-end bank balances and cash decreased by HK$566 thousand from the beginning of the period, indicating cash flow pressure[16] Notes to the Unaudited Condensed Consolidated Financial Statements This section provides detailed notes to the financial statements, covering general company information, accounting policies, revenue and segment information, income and expense breakdowns, balance sheet item changes, share capital, and related party transactions, offering context and detail for understanding the interim results - The company primarily engages in restaurant operations in Hong Kong[18] - The financial statements are presented in Hong Kong Dollars and comply with HKAS 34 and the GEM Listing Rules[19][20] - The application of new and revised HKFRSs had no significant impact on the financial statements for the current period[22] 1. General Information This section outlines Classified Group (Holdings) Limited's registration, listing status, principal place of business, and its subsidiaries' restaurant operations in Hong Kong - The company was incorporated in the Cayman Islands on October 24, 2014, and listed on GEM of the Hong Kong Stock Exchange on July 11, 2016[17] - The company is an investment holding company, with its subsidiaries primarily engaged in restaurant operations in Hong Kong[18] 2. Basis of Preparation and Presentation The interim financial statements are prepared in accordance with HKAS 34 and the Hong Kong Companies Ordinance disclosure requirements, complying with GEM Listing Rules, and have been reviewed by the Audit Committee but not audited by external auditors - The interim financial statements are prepared in accordance with HKAS 34 and the GEM Listing Rules[20] - The statements are unaudited but have been reviewed by the Audit Committee, which concurred with the accounting principles and practices adopted[20] 3. Principal Accounting Policies The condensed consolidated financial statements are prepared on a historical cost basis, with accounting policies and methods consistent with the prior year, except for changes resulting from new and revised HKFRSs - The financial statements are prepared on a historical cost basis[21] - Accounting policies are largely consistent with the prior year, with changes only due to new and revised Hong Kong Financial Reporting Standards[21] 4. Application of Hong Kong Financial Reporting Standards The Group adopted all new and revised HKFRSs effective for accounting periods beginning on or after January 1, 2025, with no significant impact on the condensed consolidated financial statements - The Group has adopted all new and revised Hong Kong Financial Reporting Standards effective on or after January 1, 2025[22] - The application of these new standards had no significant impact on the condensed consolidated financial statements[22] 5. Revenue and Segment Information The Group's revenue primarily derives from operating casual restaurants and bakeries, with revenue for the six months ended June 30, 2025, at HK$17,008 thousand, a 4.3% decrease year-on-year, and segment loss expanding - The Group's operating and reportable segment is the operation of casual restaurants and bakeries ("Casual")[23] - Revenue refers to amounts received and receivable for services rendered and goods sold (net of discounts)[23] Segment Revenue and Results Segment revenue for the casual dining and bakery business decreased, leading to an expanded segment loss for the period | Indicator | June 30, 2025 (HK$ Thousand) | June 30, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Revenue | 17,008 | 17,777 | | Segment loss | (1,608) | (1,368) | - Casual segment revenue decreased by HK$769 thousand year-on-year, and segment loss expanded by HK$240 thousand[24] Segment Assets and Liabilities Both casual segment assets and liabilities decreased, with a notable reduction in segment liabilities | Indicator | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Segment assets | 4,267 | 5,136 | | Segment liabilities | 7,056 | 10,789 | - Both casual segment assets and liabilities decreased, with segment liabilities significantly reduced by HK$3,733 thousand[25][26] 6. Other Income For the six months ended June 30, 2025, total other income was HK$79 thousand, a significant decrease from HK$206 thousand in the prior period, primarily due to a reduction in "other" category income Other Income Details | Item | June 30, 2025 (HK$ Thousand) | June 30, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Interest income | – | 3 | | Others | 19 | 143 | | Management fee income from associated companies | 60 | 60 | | Total | 79 | 206 | - Other income decreased by HK$127 thousand year-on-year, a 61.6% reduction[28] 7. Other Gains and Losses For the six months ended June 30, 2025, the Group recorded net other gains of HK$767 thousand, primarily from the net gain on disposal of property, plant, and equipment, compared to a net loss of HK$1 thousand in the prior period Other Gains and Losses Details | Item | June 30, 2025 (HK$ Thousand) | June 30, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Net gain on disposal of property, plant and equipment | 768 | – | | Net foreign exchange loss | (1) | (1) | | Total | 767 | (1) | - The disposal of property, plant, and equipment generated a net gain of HK$768 thousand, which was the primary source of other gains for the period[29] 8. Finance Costs For the six months ended June 30, 2025, finance costs were HK$72 thousand, a significant decrease from HK$187 thousand in the prior period, primarily consisting of interest on lease liabilities Finance Costs Details | Item | June 30, 2025 (HK$ Thousand) | June 30, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Interest on lease liabilities | (72) | (187) | - Finance costs decreased by HK$115 thousand year-on-year, a 61.5% reduction, primarily due to lower interest on lease liabilities[30] 9. Loss Before Tax For the six months ended June 30, 2025, loss before tax was HK$2,983 thousand, largely consistent with HK$2,996 thousand in the prior period, primarily driven by raw materials, staff costs, depreciation, rent, and other operating expenses Major Components of Loss Before Tax | Item | June 30, 2025 (HK$ Thousand) | June 30, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Raw materials and consumables used in restaurant operations | (4,455) | (4,335) | | Operating lease payments for leased land and buildings | (520) | (483) | - Despite reduced finance costs, increased operating expenses such as raw materials and consumables, and lease payments, resulted in loss before tax remaining largely consistent with the prior period[12][32] 10. Tax For the six months ended June 30, 2025, and 2024, the Group had no taxable profits, thus no provision for Hong Kong Profits Tax was made - The Group had no taxable profits during the reporting period[33] - No provision for Hong Kong Profits Tax was made[33] 11. Dividends During the interim period, the company neither paid, declared, nor proposed any dividends, with the Board deciding against any dividend payment for this period - The company neither paid, declared, nor proposed any dividends during the reporting period[34] 12. Loss Per Share For the six months ended June 30, 2025, basic and diluted loss per share attributable to owners of the company was 5.35 HK cents, a slight improvement from 5.37 HK cents in the prior period, with no dilutive potential ordinary shares issued Loss Per Share Calculation Data | Indicator | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | Loss for the period attributable to owners of the company (HK$ Thousand) | (2,983) | (2,996) | | Weighted average number of ordinary shares (Thousand Shares) | 55,750 | 55,750 | | Basic and diluted loss per share (HK Cents) | (5.35) | (5.37) | - Loss per share slightly narrowed, reflecting a marginal reduction in total loss[37] - The company had no dilutive potential ordinary shares issued during the reporting period[35] 13. Movements in Property, Plant and Equipment During the interim period, the Group disposed of approximately HK$32,000 of property, plant, and equipment, with no such disposals in the prior period - Property, plant, and equipment disposals amounted to approximately HK$32 thousand in the current period[38] - There were no disposals of property, plant, and equipment in the prior period[38] 14. Trade and Other Receivables, Deposits and Prepayments As of June 30, 2025, total trade and other receivables, deposits, and prepayments were HK$3,215 thousand, a slight decrease from HK$3,292 thousand at December 31, 2024, with trade receivables primarily related to credit card settlements with typical 7-day credit terms Details of Trade and Other Receivables, Deposits and Prepayments | Item | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Trade receivables from restaurant operations | 192 | 217 | | Rental deposits | 1,793 | 2,027 | | Other deposits | 414 | 476 | | Prepayments and other receivables | 816 | 572 | | Total | 3,215 | 3,292 | Ageing Analysis of Trade Receivables from Restaurant Operations | Ageing | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | 0 to 30 days | 135 | 180 | | 31 to 60 days | 4 | 7 | | 61 to 90 days | 1 | 4 | | Over 90 days | 52 | 26 | | Total | 192 | 217 | - Trade receivables primarily represent amounts settled by customers via credit cards, with settlement periods typically within 7 days after the transaction date[39] 15. Trade and Other Payables and Accrued Charges As of June 30, 2025, total trade and other payables and accrued charges increased to HK$8,582 thousand from HK$7,751 thousand at December 31, 2024, with credit terms for goods purchased ranging from 30 to 90 days Details of Trade and Other Payables and Accrued Charges | Item | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Trade payables | 1,655 | 1,772 | | Accrued staff-related costs | 1,888 | 1,565 | | Other payables and accrued charges | 5,039 | 4,414 | | Total | 8,582 | 7,751 | Ageing Analysis of Trade Payables | Ageing | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | 0 to 30 days | 630 | 838 | | 31 to 60 days | 764 | 726 | | 61 to 90 days | 124 | 136 | | Over 90 days | 137 | 72 | | Total | 1,655 | 1,772 | - Accrued staff-related costs and other payables and accrued charges increased, leading to a rise in the total amount[43] 16. Share Capital As of June 30, 2025, the company's authorized share capital was HK$40,000 thousand, with issued and fully paid share capital of HK$11,150 thousand, comprising 55,750,000 shares, unchanged from the prior period and year-end Share Capital Details | Item | Par value per ordinary share (HK$) | Number of shares | Amount (HK$ Thousand) | | :--- | :--- | :--- | :--- | | Authorized share capital | 0.2 | 200,000,000 | 40,000 | | Issued and fully paid share capital | 0.2 | 55,750,000 | 11,150 | - The share capital structure remained stable during the reporting period, with no new issuances or repurchases[46] 17. Related Party Transactions The Group engaged in various related party transactions during the reporting period, including catering income from directors and Ponti Wine Cellars, management fee income from Way Wise Limited, and management fees and goods purchases from Ponti Wine Cellars Related Party Transactions Details | Item | June 30, 2025 (HK$ Thousand) | June 30, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Catering income from directors of the company | 1 | 3 | | Catering income from Ponti Wine Cellars | 2 | 5 | | Management fee income from Way Wise Limited | 60 | 60 | | Management fees paid to Ponti Wine Cellars | 387 | 462 | | Purchase of goods from Ponti Wine Cellars | 64 | 100 | - Ponti Wine Cellars is controlled by director Mr. Pong Kin Yee and his family, while Way Wise Limited has Mr. Pong as a shareholder and director[50][51] - Remuneration for key management personnel was HK$210 thousand in both reporting periods[51] Management Discussion and Analysis Management discusses challenges in Hong Kong's F&B sector, including rising costs and changing consumer patterns, noting a decline in company revenue, and outlines strategies to enhance profitability through expanding delivery, improving facilities, cost control, and diversifying operational risks - Hong Kong's F&B industry faces a challenging business environment, with rising pressures from food costs, rent, utilities, and labor expenses[52] - The company has implemented cost-saving measures, including reducing staff costs, negotiating with suppliers, increasing marketing efforts, and expanding its takeaway product lines[52] - The company will address challenges with flexible marketing strategies and efficient operational responsiveness, continuously adjusting its business model[52] Industry Review Hong Kong's F&B sector continues to face challenges from rising costs and cautious consumer spending, with management anticipating ongoing adverse impacts on industry and Group performance, prompting the implementation of cost-saving and sales-boosting measures - Hong Kong's F&B industry faces continuous pressure from rising food costs, rent, utilities, and labor expenses[52] - Economic uncertainty leads to cautious customer spending and price sensitivity for dining out, impacting restaurant revenue[52] - The company has implemented cost-saving measures, such as reducing staff costs, negotiating with suppliers, increasing marketing, and expanding its takeaway product lines[52] Business Review The Group primarily operates "Classified" European casual cafes and "Rise by Classified" modern bakeries, reporting net revenue of approximately HK$17.0 million for the six months ended June 30, 2025, a 4.3% decrease year-on-year - "Classified" is a European casual cafe specializing in artisanal bread, cheese, and fine wines[53] - "Rise by Classified" is a modern bakery brand focusing on pastries, beverages, and locally sourced retail products[53] - For the six months ended June 30, 2025, net revenue was approximately HK$17.0 million, a 4.3% year-on-year decrease[53] Future Prospects Hong Kong's F&B sector is expected to remain challenging, facing high operating costs, changing consumer patterns, lease renewal difficulties, food price volatility, and labor shortages; the Group plans to expand takeaway options, upgrade facilities, monitor raw material costs, and diversify restaurant concepts to mitigate risks - Key risks include changing customer consumption patterns (e.g., avoiding dining out, cross-border travel), difficulties in finding commercially attractive locations, and potential challenges in lease renewals[56] - Operations may be affected by food raw material prices (including imported food impacted by exchange rate fluctuations) and future labor shortages[56] - Response strategies include expanding takeaway product lines, improving existing restaurant facilities, monitoring raw material quotations, and opening diverse restaurant concepts to diversify risk[56][57] Financial Review For the six months ended June 30, 2025, total turnover was approximately HK$17.0 million, a 4.3% year-on-year decrease due to changing consumer spending and a restaurant closure; total loss attributable to owners of the company was approximately HK$3.0 million, consistent with the prior period despite net gains from asset disposal and closure of a loss-making restaurant - Total turnover decreased by 4.3% year-on-year to HK$17.0 million, primarily due to changes in consumer spending patterns and the closure of one restaurant[58] - Total loss attributable to owners of the company was approximately HK$3.0 million, consistent with the prior period[58] - Despite a net gain of HK$0.77 million from the disposal of property, plant, and equipment and the closure of a loss-making restaurant, the loss remained consistent with the prior period[58] Financial Resources, Liquidity and Capital Structure As of June 30, 2025, the Group's current assets were HK$25.4 million and current liabilities HK$19.7 million, with both current and quick ratios declining, a 0% debt-to-equity ratio, and a capital structure primarily composed of equity attributable to owners, showing no significant changes during the reporting period Liquidity Ratios | Indicator | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Current assets (HK$ Million) | 25.4 | 26.1 | | Current liabilities (HK$ Million) | 19.7 | 17.8 | | Current ratio | 1.29 | 1.46 | | Quick ratio | 0.18 | 0.23 | | Debt-to-equity ratio | 0% | 0% | - Both the current ratio and quick ratio decreased, indicating a weakening in short-term solvency[60] - The capital structure consists of equity attributable to owners of the company, with no significant changes during the reporting period[61] Foreign Currency Risk The Group's transactions are predominantly denominated in Hong Kong Dollars, thus it does not face significant foreign exchange risk - The majority of the Group's transactions are denominated in Hong Kong Dollars[62] - The Group does not face significant foreign exchange risk[62] Capital Commitments As of June 30, 2025, the Group had no significant capital commitments - The Group had no significant capital commitments at the end of the reporting period[63] Contingent Liabilities As of June 30, 2025, the Group had no contingent liabilities - The Group had no contingent liabilities at the end of the reporting period[64] Employees and Remuneration Policy As of June 30, 2025, the Group employed 50 staff in Hong Kong, a decrease of 2 from the prior period, with remuneration policies based on market terms, individual performance, qualifications, and experience, including discretionary bonuses and other benefits - As of June 30, 2025, the Group had 50 employees, a decrease from 52 in the prior period[65] - Remuneration is determined based on market terms, individual performance, qualifications, and experience, including discretionary bonuses, medical insurance, and retirement benefits[65] Other Information This section discloses significant events during and after the reporting period, including no listed securities transactions or share option schemes, changes in directors' and major shareholders' interests (notably a post-period change in controlling shareholder and mandatory cash offer), corporate governance, and Audit Committee operations - No purchases, sales, or redemptions of the company's listed securities occurred during the reporting period[69] - A significant change in shareholding occurred after the reporting period, with an offeror acquiring 65.7% of the company's shares, triggering a mandatory unconditional cash offer[81] - The company has entered into a new six-year lease agreement to operate a Chinese restaurant[82] Purchase, Sale or Redemption of the Company's Listed Securities Neither the company nor its subsidiaries purchased, sold, or redeemed any of the company's listed securities during the six months ended June 30, 2025, or up to the date of this report - Neither the company nor its subsidiaries engaged in any purchase, sale, or redemption of listed securities during the reporting period or up to the date of this report[69] Share Option Scheme As of the date of this report, the company had not granted any share options under its share option scheme - The company has not granted any share options[70] Directors' and Chief Executive's Interests and Short Positions in the Shares, Underlying Shares and Debentures of the Company and its Associated Corporations As of June 30, 2025, executive directors Mr. Wong Tze Chui and Mr. Pong Kin Yee held 24.8% and 40.9% of the company's shares, respectively, through controlled corporations; post-period, their controlled entities sold most of their shares, resulting in a change of company control Directors' Long Positions in the Company's Ordinary Shares | Name of Director | Capacity/Nature of interest | Number of shares held | Approximate percentage of shareholding | | :--- | :--- | :--- | :--- | | Mr. Wong Tze Chui | Interest in controlled corporation | 13,843,692 | 24.8% | | Mr. Pong Kin Yee | Interest in controlled corporation | 22,771,433 | 40.9% | - After the reporting period, entities controlled by Mr. Wong Tze Chui and Mr. Pong Kin Yee sold a total of 36,615,125 shares of the company (representing 65.7% of the issued share capital) to One Wood Group (BVI) Limited[71] Substantial Shareholders' and Other Persons' Interests and Short Positions in the Shares, Underlying Shares and Debentures of the Company As of June 30, 2025, Wiltshire Global Limited and Peyton Global Limited were substantial shareholders, holding 24.8% and 40.9% of shares respectively, with VMS Investment Group Limited holding 6.1%; post-period, Wiltshire Global Limited and Peyton Global Limited sold most of their shares Substantial Shareholders' Long Positions in the Company's Ordinary Shares | Name | Capacity/Nature of interest | Number of shares held | Approximate percentage of shareholding | | :--- | :--- | :--- | :--- | | Wiltshire Global Limited | Beneficial owner | 13,843,692 | 24.8% | | Ms. Li Yuen Ching | Interest of spouse | 13,843,692 | 24.8% | | Peyton Global Limited | Beneficial owner | 22,771,433 | 40.9% | | Ms. Cheng Chi Man | Interest of spouse | 22,771,433 | 40.9% | | VMS Investment Group Limited | Beneficial owner | 3,400,000 | 6.1% | | Ms. Mak Siu Han | Interest in controlled corporation | 3,400,000 | 6.1% | - After the reporting period, Wiltshire Global Limited and Peyton Global Limited sold their combined 65.7% stake to One Wood Group (BVI) Limited[74][76] Directors' Interests in Competing Business Except as disclosed in the prospectus, directors are unaware of any business or interest that constitutes or may constitute competition to the Group's business during the reporting period, nor any other conflicts of interest - Directors had no known interests or conflicts of interest that constituted competition to the Group's business during the reporting period[77] Audit Committee Established on June 14, 2016, the Audit Committee comprises four independent non-executive directors, chaired by Mr. Yu Man Yiu, responsible for reviewing financial reports, providing recommendations, and overseeing financial reporting and internal control procedures, and has reviewed these interim results - The Audit Committee comprises four independent non-executive directors, with Mr. Yu Man Yiu serving as Chairman[78] - Key responsibilities include reviewing financial reports, providing recommendations, and overseeing financial reporting and internal control procedures[78] - The Audit Committee has reviewed the Group's unaudited condensed consolidated financial statements for the six months ended June 30, 2025[78] Directors' Securities Transactions The company has adopted a code of conduct for directors' securities transactions, with terms no less stringent than GEM Listing Rules, and all directors have confirmed compliance with the required dealing standards and code of conduct - The company has adopted a stringent code of conduct for directors' securities transactions[79] - All directors have complied with the relevant dealing standards and code of conduct[79] Corporate Governance The company is committed to maintaining high corporate governance standards; despite a deviation from Code Provision C.2.1 where the roles of Chairman and Chief Executive are not separated (Mr. Wong Tze Chui serves as Chairman with no CEO), the Board believes this does not impair Group management and will review the structure periodically - The company is committed to maintaining high standards of corporate governance[80] - There is a deviation from Code Provision C.2.1 of the Corporate Governance Code, where the roles of Chairman and Chief Executive are not separated[80] - The Board believes this vacancy does not impair Group management and will review the structure periodically[80] Events After Reporting Period Two significant post-reporting period events include the sale of 65.7% of the company's shares by major shareholders, leading to a change in control and a mandatory unconditional cash offer, and the company entering a new six-year lease agreement for a Chinese restaurant, involving approximately HK$16.8 million in right-of-use assets - On July 21, 2025, major shareholders sold 65.7% of the company's shares to One Wood Group (BVI) Limited, resulting in a change of controlling interest[81] - Pursuant to the Takeovers Code, the offeror is required to make a mandatory unconditional cash offer for the company at HK$1.318 per share[81] - On August 27, 2025, the company entered into a six-year lease agreement to operate a Chinese restaurant, recognizing right-of-use assets totaling approximately HK$16.8 million[82]