Financial Performance - The Group recorded a revenue decrease of approximately 56.5%, from approximately HK$89,245,000 in the previous period to approximately HK$38,838,000 in the reporting period[18]. - The net loss for the reporting period was approximately HK$3,822,000, an improvement compared to a net loss of approximately HK$17,321,000 in the corresponding period[18]. - The improvement in financial performance was primarily due to a decrease in operating expenses, including marketing and staff costs, following the cessation of the nightclub "FAYE"[18]. - The Group's revenue for the Reporting Period was approximately HK$38,838,000, representing a decrease of approximately 56.5% compared to HK$89,245,000 in the Corresponding Period[28]. - The loss and total comprehensive income for the Reporting Period was approximately HK$3,822,000, reflecting an improvement of approximately 77.9% compared to a loss of HK$17,321,000 in the Corresponding Period[29]. - The decrease in revenue was primarily due to the cessation of operations of the night club "FAYE" on 4 August 2024 due to lease expiration[28]. - The Group recorded a significant decrease in operating expenses due to the cessation of the night club's business, contributing to the improved loss figure[29]. - Loss before income tax decreased from approximately HK$16,118,000 to approximately HK$1,751,000 for the Reporting Period[56]. - Loss and total comprehensive income decreased from approximately HK$17,321,000 to approximately HK$3,822,000 for the Reporting Period[57]. Business Strategy and Development - The Group plans to evaluate the feasibility of resuming its restaurant and catering business in Hong Kong based on location suitability and favorable rental terms[17]. - The Group has launched a bottled water supply business and reopened a restaurant and bar in mainland China to expand and develop existing businesses[20]. - The focus will be on developing consumer goods sales and exploring chain stores or online platforms in mainland China through joint ventures[20]. - The Group aims to build a diversified "product + channel" business model in response to new consumer market needs[20]. - The Group will actively explore adjustments and optimization of its regional and business structures, particularly in the mainland Chinese market[17]. - The Group is actively exploring new business opportunities, including joint ventures and online platforms, to diversify its product and service offerings[23]. - The Group plans to focus resources on developing its bottled water supply business and restarting restaurant and bar operations in mainland China[23]. - The Company is exploring potential expansion into mainland China, focusing on clubs, entertainment, restaurants, and catering services[73][75]. - The Group is considering reopening a restaurant or night bar in Hong Kong, contingent on finding a suitable location with favorable rental terms[81]. - The Company is examining collaboration with a China-based wine supplier to introduce a unique range of sparkling wine and health liqueur products, pending thorough evaluations[81]. - The Group is also exploring the development of tea beverages and related businesses, including plans for integrated tea experience stores in high-end tourist destinations in mainland China[81]. Financial Position and Liquidity - As of May 31, 2025, total cash and bank balances were approximately HK$1,549,000, with a current ratio of 1.06, up from 0.68 in 2024[63]. - The management is optimistic about the Company's working capital for the next 18 months and has prepared an 18-month cash flow forecast to address liquidity and financial position challenges[69]. - The Group has a positive outlook on having sufficient liquidity to support operations for the next 18 months, with cash flow forecasts and measures in place to improve working capital and financial conditions[70][79]. - A loan facility agreement was entered into with a shareholder for HK$20,000,000 for 24 months to support liquidity needs[71]. - The Group received financial support of approximately HK$2,400,000 from a director between June and August 2025[71]. - The net proceeds from the subscription amounted to approximately HK$9,250,000, with HK$3,100,000 allocated for loan repayment and HK$6,150,000 for general working capital[91][95]. Corporate Governance - The company emphasizes high standards of corporate governance, focusing on transparency, independence, and accountability[146]. - The company has complied with the Corporate Governance Code throughout the reporting period, with one noted deviation regarding gender representation on the Nomination Committee[147]. - The Company aims to enhance long-term shareholder value through effective self-regulatory practices[146]. - The Company will deviate from code provision C.2.1 from June 1, 2024, to May 29, 2025, with roles of Chairman and CEO held by Ms. Ma Liangping and Ms. Liu Huijing respectively, rectified on May 30, 2025[149]. - The Company considers quarterly updates sufficient for the Board's responsibilities, as no significant monthly changes in business operations or performance have been noted[150]. - The Auditor issued a Disclaimer regarding the Company's ability to continue as a going concern, with proposed measures to improve working capital and cash flow[154]. - The Board is responsible for formulating strategies, monitoring performance, and managing risks, supported by three committees: audit, remuneration, and nomination[155]. - The Company aims to enhance corporate governance practices to protect shareholder interests and increase long-term shareholder value[151]. - The Company has adopted GEM Listing Rules as its code of conduct for Directors' securities transactions, ensuring strict compliance[159]. - The Board is accountable to shareholders for the strategic development of the Group, aiming to maximize long-term shareholder value[163]. Employee and Remuneration Policies - The Group employed 86 employees during the Reporting Period, with employee benefit expenses amounting to approximately HK$9,032,000[117]. - The Group's remuneration policy aims to attract, retain, and motivate employees, with key components including basic salary, allowances, incentive bonuses, and options under the Share Option Scheme[191]. - Directors' emoluments are determined based on responsibilities, qualifications, experience, and market conditions, including incentive bonuses linked to the Group's performance[192]. - Employee remuneration packages are reviewed annually and are based on individual responsibilities, qualifications, experience, and market compensation[193]. - The Group is committed to training, retention, and recruitment programs to enhance staff development and performance[197]. - The Group encourages direct communication with employees to foster good relations and collects feedback through internal networks and suggestion boxes[198]. Board Composition and Diversity - The Board comprises five Directors, including Executive Directors Ms. Ma Liangping and Ms. Liu Huijing[157]. - The Board consists of 3 male Directors and 2 female Directors, reflecting a commitment to diversity[184]. - The Company has three Independent Non-Executive Directors (INEDs), with at least one possessing appropriate financial management expertise, in compliance with GEM Listing Rules[170]. - The Nomination Committee will review the board diversity policy periodically to ensure its effectiveness[183]. - The Group will implement measurable targets to ensure the effectiveness of the Board diversity policy[187].
新爱德集团(08412) - 2025 - 年度财报