陆庆娱乐(08052) - 2025 - 中期业绩

Interim Results Announcement Company Information and Disclaimer Luk Hing Entertainment Group Holdings Limited (Stock Code: 8052) announced its interim results for the six months ended June 30, 2025, in compliance with GEM Listing Rules, with the Board assuming full responsibility for the announcement's content - Company name is Luk Hing Entertainment Group Holdings Limited, stock code 8052, incorporated in the Cayman Islands[3] - This announcement is for the interim results for the six months ended June 30, 2025, complying with HKEX GEM Listing Rules[3][4] - Board members include executive directors Mr. Choi Siu Kit, Mr. Ying Kan Man, and independent non-executive directors Ms. Tse Mei Ling, Mr. Zuo Tifen, Ms. Ng Man Hung[5][6] GEM Market Characteristics Statement The GEM market provides a listing platform for SMEs with higher investment risks, requiring investor prudence; the Exchange disclaims responsibility for report content, with the Board jointly and severally liable for its accuracy - The GEM market offers a listing platform for SMEs, entailing higher investment risks and potential for significant securities market volatility[7] - Hong Kong Exchanges and Clearing Limited and the Exchange are not responsible for this report's content, with the Board jointly and severally assuming full responsibility[7] Unaudited Condensed Consolidated Financial Statements Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income For the six months ended June 30, 2025, the Group's revenue decreased by 29.1% to HK$30,038 thousand, with loss for the period significantly narrowing to HK$158 thousand (2024: loss of HK$3,476 thousand), and profit attributable to owners of the Company at HK$7,476 thousand, with basic earnings per share of 1.36 HK cents Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (HK$ thousand) | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Year-on-year Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 30,038 | 42,251 | -29.1% | | Other income and gains | 606 | 21 | +2785.7% | | Cost of inventories sold | (9,326) | (12,769) | -26.9% | | Staff costs | (10,279) | (16,517) | -37.8% | | Property rental and related expenses | (2,130) | (3,132) | -32.0% | | Advertising and marketing expenses | (32) | (215) | -85.1% | | Other operating expenses | (5,605) | (5,793) | -3.2% | | Depreciation and amortization | (4,767) | (6,795) | -29.9% | | Impairment loss on expected credit losses (net of reversal) | 2,070 | – | N/A | | Impairment loss on property, plant and equipment | (244) | – | N/A | | Finance costs | (489) | (527) | -7.2% | | Loss before tax | (158) | (3,476) | -95.5% | | Loss for the period | (158) | (3,476) | -95.5% | | Profit/(loss) for the period attributable to owners of the Company | 7,476 | (2,732) | N/A (Turned to profit) | | Basic earnings/(loss) per share (HK cents) | 1.36 | (0.50) | N/A (Turned to profit) | Condensed Consolidated Statement of Financial Position As of June 30, 2025, the Group's total assets were HK$16,124 thousand, total liabilities were HK$48,812 thousand, resulting in net liabilities of HK$32,688 thousand, a slight increase from year-end 2024; net current liabilities were HK$43,485 thousand, indicating significant going concern uncertainty Condensed Consolidated Statement of Financial Position (HK$ thousand) | Indicator | 2025 June 30 (HK$ thousand) | 2024 Dec 31 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Assets | | | | | Non-current assets | 11,635 | 16,517 | -29.6% | | Current assets | 4,489 | 9,032 | -50.3% | | Total assets | 16,124 | 25,549 | -36.9% | | Liabilities | | | | | Current liabilities | 47,974 | 53,404 | -10.1% | | Non-current liabilities | 838 | 4,675 | -82.1% | | Total liabilities | 48,812 | 58,079 | -16.0% | | Equity | | | | | Equity attributable to owners of the Company | (8,796) | (16,272) | N/A | | Non-controlling interests | (23,892) | (16,258) | +47.0% | | Total equity | (32,688) | (32,530) | +0.5% | | Net current liabilities | (43,485) | (44,372) | -2.0% | | Net liabilities | (32,688) | (32,530) | +0.5% | Condensed Consolidated Statement of Changes in Equity For the six months ended June 30, 2025, equity attributable to owners of the Company improved from HK$(16,272) thousand at the beginning of the period to HK$(8,796) thousand, primarily due to a profit of HK$7,476 thousand for the period, while non-controlling interests deteriorated from HK$(16,258) thousand to HK$(23,892) thousand Condensed Consolidated Statement of Changes in Equity (HK$ thousand) | Indicator | 2025 June 30 (HK$ thousand) | 2025 Jan 1 (HK$ thousand) | 2024 June 30 (HK$ thousand) | 2024 Jan 1 (HK$ thousand) | | :--- | :--- | :--- | :--- | :--- | | Equity attributable to owners of the Company | (8,796) | (16,272) | (10,307) | (7,576) | | Non-controlling interests | (23,892) | (16,258) | (15,210) | (14,466) | | Total equity | (32,688) | (32,530) | (25,517) | (22,042) | | Profit/(loss) for the period (attributable to owners of the Company) | 7,476 | N/A | (2,732) | N/A | | Profit/(loss) for the period (attributable to non-controlling interests) | (7,634) | N/A | (744) | N/A | Condensed Consolidated Statement of Cash Flows For the six months ended June 30, 2025, net cash generated from operating activities was HK$3,301 thousand, net cash used in investing activities was HK$69 thousand, and net cash used in financing activities was HK$6,454 thousand, resulting in a net decrease in cash and cash equivalents of HK$3,222 thousand, with cash and cash equivalents at period-end of HK$750 thousand Condensed Consolidated Statement of Cash Flows (HK$ thousand) | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Net cash generated from operating activities | 3,301 | 5,909 | | Net cash used in investing activities | (69) | (237) | | Net cash (used in) financing activities | (6,454) | (6,035) | | Net decrease in cash and cash equivalents | (3,222) | (363) | | Cash and cash equivalents at beginning of period | 3,972 | 846 | | Cash and cash equivalents at end of period | 750 | 484 | Notes to the Unaudited Condensed Consolidated Financial Statements 1. General Information The Company was incorporated in the Cayman Islands on November 30, 2015, listed on HKEX GEM on November 11, 2016, primarily engaging in F&B and entertainment, including operating clubs and restaurants, and organizing music-related events; functional currencies are HKD and RMB - The Company was incorporated in the Cayman Islands on November 30, 2015, and listed on HKEX GEM on November 11, 2016[14] - The Group primarily engages in F&B and entertainment businesses, including operating clubs and restaurants, and organizing music-related special events[14] - The functional currency for PRC subsidiaries is RMB, while for Hong Kong and the Company, it is HKD[14] 2. Basis of Preparation 2. (a) Statement of Compliance The Group's unaudited condensed consolidated interim financial information for the six months ended June 30, 2025, has been prepared in accordance with Hong Kong Financial Reporting Standards issued by the HKICPA and applicable disclosure requirements of the GEM Listing Rules - The financial information is unaudited but complies with Hong Kong Financial Reporting Standards and GEM Listing Rules disclosure requirements[15] 2. (b) Basis of Measurement and Going Concern Assumption As of June 30, 2025, the Group had net current liabilities of HK$43,485 thousand and net liabilities of HK$32,688 thousand, indicating significant uncertainty regarding its ability to continue as a going concern; the Board has implemented measures including negotiating bank financing, seeking other funding arrangements, and strict cost control to ensure going concern - As of June 30, 2025, the Group had net current liabilities of approximately HK$43,485 thousand and net liabilities of approximately HK$32,688 thousand, raising significant doubt about its ability to continue as a going concern[16] - Management will continue to negotiate with banks for renewal of bank financing and consider other financing arrangements and fundraising options to increase capital[17][18] - The Board will implement stricter measures to improve working capital and cash flow, including close monitoring of operating expenses[18] 3. Operating Segments The Group primarily operates in the F&B and entertainment industry with no separate reportable segments; all revenue and non-current assets are derived from and located in Hong Kong - The Group primarily engages in the F&B and entertainment industry and has no separate reportable segments[19] Hong Kong Revenue (HK$ thousand) | Geographical Region | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Hong Kong Revenue | 30,038 | 42,251 | Hong Kong Non-current Assets (HK$ thousand) | Geographical Region | 2025 June 30 (HK$ thousand) | 2024 Dec 31 (HK$ thousand) | | :--- | :--- | :--- | | Hong Kong Non-current Assets | 11,635 | 16,517 | - During the period, no single external customer transaction generated revenue of 10% or more of the Group's total revenue[22] 4. Revenue The Group's revenue primarily derives from sales of food, beverages, and other products, as well as event organization (including sponsorship, admission fees, event rental, and cloakroom income); as of June 30, 2025, revenue from sales of food and other products was HK$27,295 thousand, and from sales of beverages was HK$2,743 thousand - Revenue refers to sales of food, beverages, and other products, as well as income from organizing events[23] Revenue Sources (HK$ thousand) | Revenue Source | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Sales of food and other products | 27,295 | 38,038 | | Sales of beverages | 2,743 | 4,213 | | Total Revenue | 30,038 | 42,251 | 5. Other Income and Gains For the six months ended June 30, 2025, other income and gains significantly increased to HK$606 thousand (2024: HK$21 thousand), primarily due to reversal of accrued expenses of HK$450 thousand, other interest income of HK$115 thousand, and net exchange gain of HK$18 thousand Other Income and Gains (HK$ thousand) | Income Source | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Net exchange gain | 18 | – | | Other interest income | 115 | – | | Others | 23 | 21 | | Reversal of accrued expenses | 450 | – | | Total | 606 | 21 | 6. Taxation For the six months ended June 30, 2025, and 2024, the Group incurred no income tax expense, as its Hong Kong subsidiaries had no estimated assessable profits - For the first half of 2025 and 2024, the Group incurred no income tax expense[26] - No Hong Kong profits tax provision was made as Hong Kong subsidiaries had no estimated assessable profits[26] 7. Earnings/(Loss) Per Share For the six months ended June 30, 2025, basic and diluted earnings per share attributable to owners of the Company were 1.36 HK cents, compared to a loss of 0.50 HK cents per share for the same period in 2024; basic and diluted earnings are identical due to the absence of potential dilutive ordinary shares Earnings/(Loss) Per Share (HK$ thousand / thousand shares) | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Profit/(loss) for the purpose of basic and diluted earnings/(loss) per share | 7,476 | (2,732) | | Weighted average number of ordinary shares (thousands) | 548,256 | 548,256 | | Basic earnings/(loss) per share (HK cents) | 1.36 | (0.50) | | Diluted earnings/(loss) per share (HK cents) | 1.36 | (0.50) | - Diluted earnings/(loss) per share is identical to basic earnings/(loss) per share due to the absence of issued potential dilutive ordinary shares[27] 8. Finance Costs For the six months ended June 30, 2025, finance costs were HK$489 thousand, a decrease from HK$527 thousand in the same period of 2024, primarily due to reduced interest on bank loans Finance Costs (HK$ thousand) | Source of Finance Costs | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Interest on bank loans | 125 | 376 | | Interest on lease liabilities | 263 | 144 | | Interest on provision for restoration costs | 31 | – | | Others | 70 | 7 | | Total | 489 | 527 | 9. Dividends The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2025 - The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2025[29] 10. Property, Plant and Equipment For the six months ended June 30, 2025, the Group acquired property, plant and equipment at a cost of HK$69 thousand, with no disposals during the period - In the first half of 2025, the Group acquired property, plant and equipment at a cost of HK$69 thousand, compared to HK$237 thousand in the same period of 2024[30] - In the first half of 2025, the Group had no disposals of property, plant and equipment[31] 11. Right-of-use Assets / Lease Liabilities As of June 30, 2025, right-of-use assets were HK$7,771 thousand, a decrease from HK$12,263 thousand at year-end 2024, primarily due to depreciation provision; total lease liabilities were HK$7,990 thousand, with a current portion of HK$7,832 thousand; the Group leases four properties for restaurant operations Right-of-use Assets / Lease Liabilities (HK$ thousand) | Indicator | 2025 June 30 (HK$ thousand) | 2024 Dec 31 (HK$ thousand) | | :--- | :--- | :--- | | Right-of-use assets | 7,771 | 12,263 | | Lease liabilities (current) | 7,832 | 8,764 | | Lease liabilities (non-current) | 158 | 4,012 | | Total lease liabilities | 7,990 | 12,776 | - As of June 30, 2025, the Group leased four properties for restaurant operations, with lease terms of 1 to 2 years[32] - The weighted average incremental borrowing rate applicable to lease liabilities ranged from 3.88% to 5.15%[33] 12. Trade and Other Receivables As of June 30, 2025, net trade receivables were HK$950 thousand, net other receivables were HK$458 thousand, prepayments were HK$1,268 thousand, and net deposits were HK$3,395 thousand; the provision for trade receivables credit losses significantly decreased, primarily due to a HK$(2,069) thousand (i.e., reversal) expected credit loss provision recognized during the period Trade and Other Receivables (HK$ thousand) | Indicator | 2025 June 30 (HK$ thousand) | 2024 Dec 31 (HK$ thousand) | | :--- | :--- | :--- | | Net trade receivables | 950 | 630 | | Net other receivables | 458 | 400 | | Prepayments | 1,268 | 1,789 | | Net deposits | 3,395 | 4,492 | | Total current portion | 3,439 | 4,739 | - Trade receivables generally have a credit period of within 60 days, with no significant concentration of credit risk[35] Ageing of Trade Receivables (net of provision) (HK$ thousand) | Ageing of Trade Receivables (net of provision) | 2025 June 30 (HK$ thousand) | 2024 Dec 31 (HK$ thousand) | | :--- | :--- | :--- | | 0 to 30 days | 611 | 626 | | 31 to 60 days | 253 | 4 | | 61 to 90 days | 86 | – | | 91 to 120 days | – | – | | Total | 950 | 630 | - In the first half of 2025, a credit loss provision of HK$(2,069) thousand (i.e., reversal) was recognized for trade receivables, compared to a HK$2,903 thousand recognition in 2024[37] - As of June 30, 2025, deposits primarily refer to lease deposits of approximately HK$2,650 thousand[39] 13. Loans Receivable The Group's total loans receivable amounted to HK$3,450 thousand, fully provided for expected credit losses, resulting in a net balance of zero; this loan has been overdue for over 90 days since December 31, 2021, at an annual interest rate of 10%, and the Company has initiated legal action for recovery - Total loans receivable amounted to HK$3,450 thousand, fully provided for expected credit losses, resulting in a net balance of zero[40][41] - This loan has been overdue for over 90 days since December 31, 2021, at an annual interest rate of 10%, and the Company has initiated legal action for recovery[40] 14. Trade and Other Payables As of June 30, 2025, total trade and other payables were HK$32,371 thousand, a decrease from HK$34,823 thousand at year-end 2024; this includes trade payables of HK$3,404 thousand, other payables of HK$14,198 thousand, and accrued expenses of HK$8,368 thousand Trade and Other Payables (HK$ thousand) | Indicator | 2025 June 30 (HK$ thousand) | 2024 Dec 31 (HK$ thousand) | | :--- | :--- | :--- | | Trade payables | 3,404 | 4,004 | | Rental payables | 3,240 | 1,813 | | Other payables | 14,198 | 18,758 | | Directors' loans | 850 | 750 | | Shareholders' loans | 1,825 | 1,825 | | Accrued expenses | 8,368 | 6,934 | | Other tax payables | 486 | 839 | | Total | 32,371 | 34,823 | - Trade payables generally have a credit period of within 45 days[42] - Other payables include convertible promissory notes of approximately HK$1,404 thousand which are in default and repayable on demand[44] - Directors' loans are unsecured, bear interest at an annual rate of 5.25%, and are repayable within 1 year[44] 15. Share Capital As of June 30, 2025, the Company's authorized share capital was HK$100,000 thousand (1,000,000 thousand shares), and issued and fully paid share capital was HK$54,826 thousand (548,256 thousand shares), remaining unchanged from year-end 2024 Share Capital (thousand shares/thousand HKD) | Indicator | 2025 June 30 (thousand shares/thousand HKD) | 2024 Dec 31 (thousand shares/thousand HKD) | | :--- | :--- | :--- | | Authorized share capital (ordinary shares of HK$0.1 each) | 1,000,000 (shares) / 100,000 (HKD) | 1,000,000 (shares) / 100,000 (HKD) | | Issued and fully paid share capital | 548,256 (shares) / 54,826 (HKD) | 548,256 (shares) / 54,826 (HKD) | 16. Capital Commitments As of June 30, 2025, the Group's contracted but unprovided capital commitments amounted to HK$18,207 thousand, primarily representing unpaid capital contributions to PRC subsidiaries Capital Commitments (HK$ thousand) | Capital Commitments | 2025 June 30 (HK$ thousand) | 2024 Dec 31 (HK$ thousand) | | :--- | :--- | :--- | | Unpaid capital contributions to PRC subsidiaries | 18,207 | 18,207 | 17. Significant Related Party Transactions The Group engaged in transactions with related parties, including remuneration payments, rental expenses, and loan interest expenses; for the six months ended June 30, 2025, remuneration paid to key management personnel was HK$545 thousand, and loan interest expense for Mr. Choi Siu Kit was HK$19 thousand Significant Related Party Transactions (HK$ thousand) | Nature of Transaction | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Remuneration paid to key management personnel | 545 | 953 | | Rental expenses (Zone One (CS) Limited) | – | 510 | | Loan interest expense (Mr. Choi Siu Kit) | 19 | 7 | - Zone One (CS) Limited is held by the parents of executive directors Mr. Choi Yat Hon and Mr. Choi Siu Kit[49] Management Discussion and Analysis Business Review In the first half of 2025, the Group closed "SIXA" to focus resources on "HEXA" as its core outlet; by introducing anniversary set menus and half-price dim sum for lunch, it successfully mitigated the declining customer traffic trend; facing a challenging operating environment, the Group tightened cost control through human resource optimization and supplier repricing, while continuously developing its menu - "SIXA" was closed on March 24, 2025, with "HEXA" becoming the sole core outlet for focused development[51] - "HEXA" launched an 8th-anniversary set menu and half-price dim sum for lunch, mitigating a slight year-on-year decrease in customer traffic[51] - Cost control was tightened through human resource optimization and supplier repricing, with continuous menu development efforts[51] Financial Review Revenue The Group's total revenue decreased by 29.1% from HK$42.3 million in the first half of 2024 to HK$30.0 million in the same period of 2025, primarily due to a shift in customer spending patterns towards mainland China Total Revenue (HK$ million) | Indicator | 2025 First Half (HK$ million) | 2024 First Half (HK$ million) | Year-on-year Change (%) | | :--- | :--- | :--- | :--- | | Total Revenue | 30.0 | 42.3 | -29.1% | - The decrease in revenue is primarily due to a gradual shift in customer spending patterns towards mainland China[52] Expenses The Group's major expenses significantly decreased due to the cessation of "SIXA" operations and strict cost control measures; cost of inventories sold decreased by 27.3%, staff costs by 37.8%, property rental and related expenses by 32.3%, advertising and marketing expenses by 85.1%, and depreciation and amortization by 29.4% Expense Items (HK$ million) | Expense Item | 2025 First Half (HK$ million) | 2024 First Half (HK$ million) | Year-on-year Change (%) | Primary Reason | | :--- | :--- | :--- | :--- | :--- | | Cost of inventories sold | 9.3 | 12.8 | -27.3% | Revenue decrease | | Staff costs | 10.3 | 16.5 | -37.8% | SIXA cessation and cost control | | Property rental and related expenses | 2.1 | 3.1 | -32.3% | SIXA cessation and headquarters rental cost control | | Advertising and marketing expenses | 0.032 | 0.215 | -85.1% | SIXA cessation and cost control | | Other operating expenses | 5.6 | 5.8 | -3.4% | SIXA cessation | | Depreciation and amortization | 4.8 | 6.8 | -29.4% | SIXA cessation | Loss Attributable to Owners of the Company In the first half of 2025, net loss attributable to owners of the Company was approximately HK$7.5 million, compared to HK$2.7 million in the same period of 2024; the expanded loss was primarily due to the cessation of "SIXA" operations and a reversal of expected credit loss provision of approximately HK$2.1 million in the first half of 2025 Net Loss Attributable to Owners of the Company (HK$ million) | Indicator | 2025 First Half (HK$ million) | 2024 First Half (HK$ million) | | :--- | :--- | :--- | | Net loss attributable to owners of the Company | 7.5 | 2.7 | - The expanded loss was primarily due to the cessation of "SIXA" operations and a reversal of expected credit loss provision of approximately HK$2.1 million in the first half of 2025[55] Liquidity, Financial Resources and Capital Structure As of June 30, 2025, the Group's current ratio and quick ratio both decreased to 0.1, and the debt-to-equity ratio increased to 302.7%, indicating increased liquidity pressure; cash and cash equivalents decreased to HK$0.8 million, with external borrowings of HK$7.6 million; the Company has implemented measures to alleviate liquidity pressure Financial Ratios | Financial Ratios | 2025 June 30 | 2024 Dec 31 | | :--- | :--- | :--- | | Current Ratio | 0.1 | 0.2 | | Quick Ratio | 0.1 | 0.2 | | Debt-to-equity Ratio | 302.7% | 227.3% | | Gearing Ratio | Not applicable | Not applicable | Cash and External Borrowings (HK$ million) | Indicator | 2025 June 30 (HK$ million) | 2024 Dec 31 (HK$ million) | | :--- | :--- | :--- | | Cash and cash equivalents | 0.8 | 4.0 | | External borrowings | 7.6 | 8.8 | - The Group has implemented a series of plans and measures to alleviate liquidity pressure and improve its financial position[59] Pledge of Assets As of June 30, 2025, the Group had no pledge of any assets - As of June 30, 2025, the Group had no pledge of any assets[60] Foreign Exchange Risk The Group's principal operations are conducted in HKD and RMB, and exchange rate fluctuations are not expected to significantly impact operations, as the HKD exchange rate has been relatively stable and most revenue is denominated in HKD - The Group's principal operations are conducted in HKD and RMB, and exchange rate fluctuations are not expected to cause significant impact[61] - The HKD exchange rate has historically remained relatively stable, and most of the Group's revenue is denominated in HKD[61] Contingent Liabilities and Capital Commitments Except as disclosed in the interim report, as of June 30, 2025, the Group had no other contingent liabilities or capital commitments - Except as disclosed in the interim report, as of June 30, 2025, the Group had no other contingent liabilities or capital commitments[62] Material Investments Held, Material Acquisitions and Disposals of Subsidiaries and Affiliated Companies On July 14, 2025, non-wholly owned subsidiary Huayun Group Limited entered into a subscription agreement with Futian Asia Holdings Limited to issue HK$3,000,000 convertible bonds; upon full conversion, the subscriber will hold approximately 81% equity in the target company, and the Company's equity interest will decrease to approximately 13.2% - On July 14, 2025, non-wholly owned subsidiary Huayun Group Limited issued HK$3,000,000 convertible bonds[63] - Upon full conversion, the subscriber will hold approximately 81% equity in the target company, and the Company's equity interest in the target company will decrease to approximately 13.2%[63] - Other than this, the Group held no other material investments as of June 30, 2025, and there were no other material acquisitions or disposals during the period[63] Employees and Remuneration Policy As of June 30, 2025, the Group had 49 employees, a decrease from 87 in 2024; the Company actively optimized its staff structure, offered competitive remuneration packages, and provided a statutory Mandatory Provident Fund scheme for Hong Kong employees Number of Employees | Indicator | 2025 June 30 | 2024 | | :--- | :--- | :--- | | Number of Employees | 49 | 87 | - Remuneration is determined by reference to market terms, individual performance, qualifications, and experience, and a statutory Mandatory Provident Fund scheme is provided[64] Outlook In the second half of 2025, the Group anticipates continued high market value sensitivity; it will concentrate resources on "HEXA" to enhance average customer spending and utilization through menu refinement, time-slot promotions, themed meals, and improved service standards; cost control remains central, achieved via lean staffing, tighter procurement terms, and supply chain optimization; concurrently, marketing strategies will be adjusted, capital commitments and finance costs prudently monitored, and potential business and investment opportunities sought - In the second half of 2025, market value sensitivity remains high, tourism recovery is uneven, and local diners are cautious[65] - Resources will be concentrated on "HEXA" to refine menu development, implement time-slot promotions, offer themed meals, and enhance service standards[65] - Cost control remains central, achieved through lean staffing, tighter procurement terms, and supply chain optimization[65] - Marketing strategies will be adjusted, capital commitments and finance costs prudently monitored, and potential business and investment opportunities sought[65] Other Information Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures of the Company or any Associated Corporation As of June 30, 2025, executive director Mr. Choi Siu Kit held a long position of 109,350,000 ordinary shares in the Company, representing approximately 19.95% of the share capital, through controlled corporations and a concert party agreement Directors' and Chief Executive's Interests and Short Positions | Name of Director | Name of Group Member/Associated Corporation | Nature of Interest | Number and Class of Securities | Approximate Percentage of Equity Interest | | :--- | :--- | :--- | :--- | :--- | | Mr. Choi Siu Kit | The Company | Interest in controlled corporation, joint interest with another person | 109,350,000 ordinary shares (L) | 19.95% | | Mr. Choi Siu Kit | Welmen | Interest in controlled corporation | 3,031.11 ordinary shares (L) | 30.3111% | | Mr. Choi Siu Kit | Welmen | Beneficial owner | 1,262.225 ordinary shares (L) | 12.62225% | - Mr. Choi Siu Kit, Mr. Choi Yat Hon, Mr. Au Wai Bong, Mr. Au Ka Wai, and Mr. Yeung Chi Shing are deemed to have an interest in 19.95% of the Company's issued share capital held by Welmen, pursuant to a concert party agreement[69] Substantial Shareholders' and Other Persons' Interests and Short Positions in Shares and Underlying Shares of the Company As of June 30, 2025, Restoran Oversea held 29.00% equity in the Company, and Welmen Investment Co. Ltd held 19.95%; additionally, several individuals held 19.95% equity in the Company through controlled corporate interests or a concert party agreement Substantial Shareholders' and Other Persons' Interests and Short Positions | Name of Shareholder/Person | Nature of Interest | Number and Class of Securities | Approximate Percentage of Equity Interest | | :--- | :--- | :--- | :--- | | Restoran Oversea (CST) Sdn Bhd | Beneficial owner | 158,988,000 ordinary shares (L) | 29.00% | | Welmen Investment Co. Ltd | Beneficial owner | 109,350,000 ordinary shares (L) | 19.95% | | Yui Tak Investment Limited | Interest in controlled corporation | 109,350,000 ordinary shares (L) | 19.95% | | Mr. Choi Yat Hon | Interest in controlled corporation, joint interest with another person | 109,350,000 ordinary shares (L) | 19.95% | | Mr. Au Wai Bong | Joint interest with another person | 109,350,000 ordinary shares (L) | 19.95% | | Mr. Au Ka Wai | Joint interest with another person | 109,350,000 ordinary shares (L) | 19.95% | | Mr. Yeung Chi Shing | Joint interest with another person | 109,350,000 ordinary shares (L) | 19.95% | | Ms. Chan Ting Fai | Spouse's interest | 109,350,000 ordinary shares (L) | 19.95% | | Ms. Lee Wan | Spouse's interest | 109,350,000 ordinary shares (L) | 19.95% | | Trendy Pleasure Limited | Beneficial owner | 30,000,000 ordinary shares (L) | 5.47% | | Saint Lotus Cultural Development Group Co., Limited | Interest in controlled corporation | 30,000,000 ordinary shares (L) | 5.47% | | Mr. Cheung Kin Kwong | Interest in controlled corporation | 30,000,000 ordinary shares (L) | 5.47% | - Restoran Oversea is wholly and beneficially owned by Oversea Enterprise Berhad[71] - Welmen is held 30.3111% by Yui Tak, which is 50% held by Mr. Choi Yat Hon and 50% by Mr. Choi Siu Kit[71] Purchase, Sale or Redemption of the Company's Listed Securities For the six months ended June 30, 2025, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities - For the six months ended June 30, 2025, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[73] Interests in Competing Businesses Directors hold interests in certain Macau restaurant businesses, but these do not constitute direct competition with the Group's operations due to differing industry nature, operating hours, and target customers; executive director Mr. Choi Siu Kit's spouse operates certain restaurant and bar businesses in Hong Kong, which are not part of the Group and not covered by the non-competition deed - Directors hold interests in certain Macau restaurant businesses, but due to differences in business nature, these do not constitute direct competition[75] - Executive director Mr. Choi Siu Kit's spouse operates certain restaurant and bar businesses in Hong Kong, which are not part of the Group and not covered by the non-competition deed[75] Share Option Scheme The Company adopted a share option scheme on October 18, 2016, to incentivize employees; the scheme has a 10-year validity, expiring on November 11, 2026; for the six months ended June 30, 2025, no new share options were granted, with 2,250,810 options remaining unexercised at period-end, at an exercise price of HK$0.5921 - The share option scheme was adopted on October 18, 2016, to incentivize employees, with a 10-year validity, expiring on November 11, 2026[77][85] - For the six months ended June 30, 2025, no share options were granted to eligible participants of the Group[80] Share Options Outstanding | Share Option Category | Unexercised as at January 1, 2025 | Unexercised as at June 30, 2025 | Exercise Price | | :--- | :--- | :--- | :--- | | Employees and consultants | 2,250,810 | 2,250,810 | HK$0.5921 | - The total number of shares available for issue under the share option scheme is 2,836,579 shares, representing approximately 0.52% of the Company's total issued shares[85] Corporate Governance Practices - The Group is committed to maintaining good corporate governance standards and complying with the Corporate Governance Code in Appendix C1 of the GEM Listing Rules[86] Changes in Directors' Information For the six months ended June 30, 2025, there were no changes in directors' information required to be disclosed under Rules 17.50(2)(a) to (e) and (g) of the GEM Listing Rules - For the six months ended June 30, 2025, there were no changes in directors' information[87] Directors' Securities Transactions Following specific written inquiries to the directors, each director confirmed compliance with the required standards for securities transactions of the Company for the six months ended June 30, 2025 - Each director confirmed compliance with the required standards for securities transactions of the Company for the six months ended June 30, 2025[88] Dividends The Board resolved not to declare any dividend for the six months ended June 30, 2025 - The Board resolved not to declare any dividend for the six months ended June 30, 2025[89] Audit Committee The Audit Committee, comprising independent non-executive directors Ms. Tse Mei Ling (Chairperson), Mr. Zuo Tifen, and Ms. Ng Man Hung, assists the Board by providing independent advice on financial reporting, internal control, and risk management, and has reviewed the financial information in this interim report - The Audit Committee comprises independent non-executive directors Ms. Tse Mei Ling (Chairperson), Mr. Zuo Tifen, and Ms. Ng Man Hung[90] - Its primary responsibilities include assisting the Board with independent advice on financial reporting, internal control, and risk management, and it has reviewed the financial information in this interim report[90] Discloseable Transaction in Relation to Renewal of Lease Agreements On May 8, 2024, the Company's indirect non-wholly owned subsidiary, Huayun Group Limited, renewed a property lease within Swire Properties, with a term until April 15, 2025, for a total amount of approximately HK$3.5 million, plus additional turnover rent; this constitutes a discloseable transaction - On May 8, 2024, the subsidiary renewed a property lease within Swire Properties, with a term until April 15, 2025[91] - The total amount is approximately HK$3.5 million, plus additional turnover rent, constituting a discloseable transaction[91][92] Major Transaction in Relation to Renewal of Lease Agreements On June 24, 2024, the subsidiary renewed a property lease within Harbour City, with a term until June 25, 2026, for a total amount of approximately HK$15.9 million, plus additional turnover rent; this constitutes a major transaction, subject to GEM Listing Rules' reporting, announcement, circular, and shareholder approval requirements, but the EGM has not yet been convened - On June 24, 2024, the subsidiary renewed a property lease within Harbour City, with a term until June 25, 2026[94] - The total amount is approximately HK$15.9 million, plus additional turnover rent, constituting a major transaction[94] - This is subject to GEM Listing Rules' reporting, announcement, circular, and shareholder approval requirements, but the EGM to approve the Harbour City lease agreement has not yet been convened[94][95] Remedial Actions The Company failed to comply with GEM Listing Rules by not timely obtaining shareholder approval and publishing announcements and circulars for the Harbour City and Swire lease agreements; the Company has committed to implementing remedial measures, including providing GEM Listing Rules training for the Board and management, strengthening internal controls and reporting procedures, and seeking external professional advice to prevent recurrence - The Company failed to timely obtain shareholder approval and publish announcements and circulars for the Harbour City and Swire lease agreements, thus non-complying with GEM Listing Rules 19.34, 19.38, and 19.40[97] - The oversight was due to an unintentional oversight in implementing HKFRS 16 and the accounting manager's unawareness of the need for size tests[97] - Remedial measures include providing GEM Listing Rules training for the Board and management, strengthening internal controls and reporting procedures, and seeking external professional advice[98] Issue of Convertible Bonds by a Non-wholly Owned Subsidiary and Deemed Disposal of Interest in a Non-wholly Owned Subsidiary Constituting a Major Transaction On July 14, 2025, non-wholly owned subsidiary Huayun Group Limited issued HK$3,000,000 convertible bonds; upon full conversion, the Company's equity interest in the target company will decrease to approximately 13.2%, constituting a deemed disposal of interest in a non-wholly owned subsidiary and a major transaction, subject to GEM Listing Rules' reporting, announcement, and shareholder approval requirements - On July 14, 2025, non-wholly owned subsidiary Huayun Group Limited issued HK$3,000,000 convertible bonds[99] - Upon full conversion, the Company's equity interest in the target company will decrease to approximately 13.2%, constituting a deemed disposal of interest in a non-wholly owned subsidiary and a major transaction[99][100] - This transaction is subject to the reporting, announcement, and shareholder approval requirements under Chapter 19 of the GEM Listing Rules[100] Events After Reporting Period Except for disclosed matters, as of June 30, 2025, and up to the date of this interim report, the Company had no other material subsequent events significantly impacting the Group's operations and financial performance - Except for disclosed matters, the Company had no material subsequent events significantly impacting its operations and financial performance[102] Material Litigation For the six months ended June 30, 2025, the Company was not involved in any other material litigation or arbitration, and the directors were unaware of any outstanding or threatened material litigation or claims - For the six months ended June 30, 2025, the Company was not involved in any other material litigation or arbitration[103] - The directors were also unaware of any outstanding or threatened material litigation or claims[103] Board of Directors As of the date of this report, the Board of Directors comprises executive directors Mr. Choi Siu Kit, Mr. Ying Kan Man, and independent non-executive directors Ms. Tse Mei Ling, Mr. Zuo Tifen, and Ms. Ng Man Hung - The Board of Directors comprises executive directors Mr. Choi Siu Kit, Mr. Ying Kan Man, and independent non-executive directors Ms. Tse Mei Ling, Mr. Zuo Tifen, and Ms. Ng Man Hung[104]