CLASSIFIED GP(08232) - 2025 - 中期财报

Company Information This section details the company's board of directors, key personnel, registration, and contact information Board of Directors and Key Personnel This section lists the company's executive and independent non-executive directors, authorized representatives, company secretary, and committee members - Executive Directors include Mr. Wong Tsz Chiu (Chairman), Mr. Pong Kin Yee, BBS, JP, and Mr. Li Kai Leung. Independent Non-executive Directors include Dr. Chan Kin Keung, SBS, BBS, JP, Mr. Ng Chun Fai, Mr. Yu Man Yiu, and Ms. Wong Tsui Yu[5] - Mr. Yu Man Yiu chairs the Audit Committee, Dr. Chan Kin Keung, SBS, BBS, JP chairs the Remuneration Committee, and Mr. Ng Chun Fai chairs the Nomination Committee[5] Company Registration and Contact Information This section provides the company's registered office in the Cayman Islands, principal place of business in Hong Kong, website, and GEM stock code - The company's registered office is in the Cayman Islands, with its principal place of business in Wong Chuk Hang, Hong Kong[6] - The company's website is www.classifiedgroup.com.hk, and its GEM stock code is 08232[6] Unaudited Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income This statement presents the company's financial performance, including revenue, other income, and loss before tax for the six months ended June 30, 2025 Unaudited Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income Key Data for the Six Months Ended June 30, 2025 | Indicator | June 30, 2025 (HKD thousands) | June 30, 2024 (HKD thousands) | Year-on-year Change (HKD thousands) | Year-on-year Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | 17,008 | 17,777 | (769) | -4.33% | | Other income | 79 | 206 | (127) | -61.65% | | Other gains and losses | 767 | (1) | 768 | - | | Loss before tax | (2,983) | (2,996) | 13 | -0.43% | | Total loss and comprehensive income attributable to owners of the Company for the period | (2,983) | (2,996) | 13 | -0.43% | | Basic and diluted loss per share (HK cents) | (5.35) | (5.37) | 0.02 | -0.37% | Unaudited Condensed Consolidated Statement of Financial Position This statement provides a snapshot of the company's assets, liabilities, and equity as of June 30, 2025 Unaudited Condensed Consolidated Statement of Financial Position Key Data as of June 30, 2025 | Indicator | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | Change (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Non-current assets | 883 | 1,267 | (384) | -30.31% | | Current assets | 25,355 | 26,075 | (720) | -2.76% | | Current liabilities | 19,712 | 17,797 | 1,915 | 10.76% | | Net current assets | 5,643 | 8,278 | (2,635) | -31.83% | | Total assets less current liabilities | 6,526 | 9,545 | (3,019) | -31.63% | | Net assets | 6,526 | 9,509 | (2,983) | -31.37% | | Equity attributable to owners of the Company | 6,526 | 9,509 | (2,983) | -31.37% | Unaudited Condensed Consolidated Statement of Changes in Equity This statement outlines the changes in the company's equity components for the six months ended June 30, 2025 Unaudited Condensed Consolidated Statement of Changes in Equity Key Data for the Six Months Ended June 30, 2025 | Indicator | January 1, 2025 (HKD thousands) | Loss and total comprehensive expense for the period (HKD thousands) | June 30, 2025 (HKD thousands) | | :--- | :--- | :--- | :--- | | Share capital | 11,150 | – | 11,150 | | Share premium | 133,445 | – | 133,445 | | Other reserves | 766 | – | 766 | | Accumulated losses | (135,852) | (2,983) | (138,835) | | Total | 9,509 | (2,983) | 6,526 | Unaudited Condensed Consolidated Statement of Cash Flows This statement summarizes the cash inflows and outflows from operating, investing, and financing activities for the six months ended June 30, 2025 Unaudited Condensed Consolidated Statement of Cash Flows Key Data for the Six Months Ended June 30, 2025 | Activity | June 30, 2025 (HKD thousands) | June 30, 2024 (HKD thousands) | Change (HKD thousands) | | :--- | :--- | :--- | :--- | | Net cash used in operating activities | (694) | (684) | (10) | | Net cash generated from investing activities | 879 | 259 | 620 | | Net cash used in financing activities | (751) | (5,490) | 4,739 | | Net decrease in cash and cash equivalents | (566) | (5,915) | 5,349 | | Cash and cash equivalents at end of period | 249 | 270 | (21) | Notes to the Unaudited Condensed Consolidated Financial Statements This section provides detailed explanations and disclosures supporting the unaudited condensed consolidated financial statements 1. General Information This section provides an overview of the company's incorporation, listing, business activities, and reporting currency - 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[13] - The company is an investment holding company, with its subsidiaries primarily engaged in restaurant operations in Hong Kong[14] - The unaudited condensed consolidated financial statements are presented in Hong Kong Dollars[15] 2. Basis of Preparation and Presentation This section outlines the accounting standards and rules used for preparing and presenting the financial statements - The financial statements are prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" issued by the HKICPA and the disclosure requirements of the Hong Kong Companies Ordinance[16] - The statements comply with applicable disclosure requirements of Chapter 18 of the GEM Listing Rules and have been reviewed by the Audit Committee[16] 3. Significant Accounting Policies This section describes the accounting policies applied in the preparation of the condensed consolidated financial statements - The condensed consolidated financial statements are prepared on a historical cost basis[17] - Accounting policies and methods of computation are consistent with those used for the financial statements for the year ended December 31, 2024, except for changes arising from the application of new and revised HKFRSs[17] 4. Application of Hong Kong Financial Reporting Standards This section states that the Group has adopted new and revised HKFRSs, with no significant impact on the financial statements - The Group has adopted all new and revised Hong Kong Financial Reporting Standards effective for accounting periods beginning on or after January 1, 2025[18] - The application of these standards has not had any significant impact on the Group's unaudited condensed consolidated financial statements[18] 5. Revenue and Segment Information This section details the Group's revenue sources and segment performance, primarily from casual dining and bakery operations - The Group's operating and reportable segment is the operation of casual restaurants and bakeries ("Casual")[19] - Revenue represents amounts received and receivable for services rendered and goods sold during the period, net of discounts[19] Segment Revenue and Results This subsection presents the revenue and loss for the casual dining segment for the six months ended June 30, 2025 Segment Revenue and Results (Six Months Ended) | Indicator | June 30, 2025 (HKD thousands) | June 30, 2024 (HKD thousands) | Change (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Casual segment revenue | 17,008 | 17,777 | (769) | -4.33% | | Casual segment loss | (1,608) | (1,368) | (240) | 17.54% | | Other income | 79 | 206 | (127) | -61.65% | | Loss before tax | (2,983) | (2,996) | 13 | -0.43% | Segment Assets and Liabilities This subsection details the assets and liabilities attributable to the casual dining segment as of June 30, 2025 Segment Assets and Liabilities (As of June 30, 2025) | Indicator | Casual Segment (HKD thousands) | Consolidated Total (HKD thousands) | | :--- | :--- | :--- | | Segment assets | 4,267 | 26,238 | | Segment liabilities | 7,056 | 19,712 | - All assets and liabilities are allocated to the operating and reportable segment, except for certain property, plant and equipment, inventories, receivables, taxes, and bank balances[22] 6. Other Income This section details the components of other income, showing a significant decrease for the six months ended June 30, 2025 Other Income (Six Months Ended) | Item | June 30, 2025 (HKD thousands) | June 30, 2024 (HKD thousands) | Change (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Interest income | – | 3 | (3) | -100% | | Others | 19 | 143 | (124) | -86.71% | | Management fee income from associated companies | 60 | 60 | – | 0% | | Total | 79 | 206 | (127) | -61.65% | 7. Other Gains and Losses This section presents the net other gains and losses, primarily driven by the net gain on disposal of property, plant and equipment Other Gains and Losses (Six Months Ended) | Item | June 30, 2025 (HKD thousands) | June 30, 2024 (HKD thousands) | Change (HKD thousands) | | :--- | :--- | :--- | :--- | | Net gain on disposal of property, plant and equipment | 768 | – | 768 | | Net foreign exchange loss | (1) | (1) | – | | Total | 767 | (1) | 768 | 8. Finance Costs This section details the finance costs incurred, primarily interest on lease liabilities, showing a significant decrease Finance Costs (Six Months Ended) | Item | June 30, 2025 (HKD thousands) | June 30, 2024 (HKD thousands) | Change (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Interest on lease liabilities | (72) | (187) | 115 | -61.50% | 9. Loss Before Tax This section details the components contributing to the loss before tax, which remained stable year-on-year Loss Before Tax Key Components (Six Months Ended) | Item | June 30, 2025 (HKD thousands) | June 30, 2024 (HKD thousands) | Change (HKD thousands) | | :--- | :--- | :--- | :--- | | Raw materials and consumables used in restaurant operations | (4,455) | (4,335) | (120) | | Short-term lease payments | (391) | (387) | (4) | | Contingent rentals | (129) | (96) | (33) | 10. Taxation This section states that no Hong Kong profits tax provision was made due to the absence of taxable profits - The Group had no taxable profits for the six months ended June 30, 2025, and June 30, 2024, thus no Hong Kong profits tax provision was made[29] 11. Dividends This section confirms that no dividends were paid, declared, or proposed during the interim period - The company did not pay, declare, or propose any dividends during the reporting period[30] 12. Loss Per Share This section details the calculation of basic and diluted loss per share, which remained stable year-on-year Loss Per Share Calculation Data (Six Months Ended) | Indicator | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | Loss attributable to owners of the Company for the period (HKD thousands) | (2,983) | (2,996) | | Weighted average number of ordinary shares (thousands) | 55,750 | 55,750 | | Basic and diluted loss per share (HK cents) | (5.35) | (5.37) | - The company had no dilutive potential ordinary shares outstanding for the six months ended June 30, 2025, and 2024[31] 13. Changes in Property, Plant and Equipment This section reports the disposal of property, plant and equipment during the interim period - The Group disposed of property, plant and equipment amounting to approximately HKD 32 thousands during the interim period[34] 14. Trade and Other Receivables, Deposits and Prepayments This section provides a breakdown of receivables, deposits, and prepayments, including credit terms for trade receivables Trade and Other Receivables, Deposits and Prepayments (As of Period End) | Item | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | Change (HKD thousands) | | :--- | :--- | :--- | :--- | | Trade receivables from restaurant operations | 192 | 217 | (25) | | Rental deposits | 1,793 | 2,027 | (234) | | Other deposits | 414 | 476 | (62) | | Prepayments and other receivables | 816 | 572 | 244 | | Total | 3,215 | 3,292 | (77) | - Trade receivables primarily relate to credit card settlements with customers, typically settled within 7 days of the transaction date, while corporate customers have a 30-day credit period[35] Ageing Analysis of Trade Receivables from Restaurant Operations (As of Period End) | Ageing | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | 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 | 15. Trade and Other Payables and Accrued Charges This section details the components of payables and accrued charges, including credit terms for purchases Trade and Other Payables and Accrued Charges (As of Period End) | Item | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | Change (HKD thousands) | | :--- | :--- | :--- | :--- | | Trade payables | 1,655 | 1,772 | (117) | | Accrued staff-related costs | 1,888 | 1,565 | 323 | | Other payables and accrued charges | 5,039 | 4,414 | 625 | | Total | 8,582 | 7,751 | 831 | - The credit period for purchases of goods is 30 to 90 days[40] Ageing Analysis of Trade Payables (As of Period End) | Ageing | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | 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 | 16. Share Capital This section provides details on the company's authorized and issued share capital, noting no changes during the period Share Capital Details (As of Period End) | Category | Par Value (HKD) | Number of Shares | Amount (HKD thousands) | | :--- | :--- | :--- | :--- | | Authorized share capital | 0.2 | 200,000,000 | 40,000 | | Issued and fully paid share capital | 0.2 | 55,750,000 | 11,150 | - There were no changes in the company's issued share capital during the reporting period[42] 17. Related Party Transactions This section outlines various transactions with related parties, including revenue, management fees, and purchases Related Party Transactions (Six Months Ended) | Item | June 30, 2025 (HKD thousands) | June 30, 2024 (HKD thousands) | Change (HKD thousands) | | :--- | :--- | :--- | :--- | | Catering income from directors of the Company | 1 | 3 | (2) | | Catering income from Ponti Wine Cellars Limited | 2 | 5 | (3) | | Management fee income from Way Wise Limited | 60 | 60 | – | | Management fees paid to Ponti Wine Cellars Limited | 387 | 462 | (75) | | Purchases of goods from Ponti Wine Cellars Limited | 64 | 100 | (36) | - Ponti Wine Cellars Limited is controlled by Mr. Pong Kin Yee, an Executive Director, and his family[46] - Mr. Pong is a shareholder and director of Way Wise Limited[47] - Remuneration for key management personnel was HKD 210 thousands, consistent with the prior period[47] Management Discussion and Analysis This section provides an overview of the company's operational and financial performance, industry outlook, and strategic initiatives Industry Review This section discusses the challenging operating environment for the Hong Kong catering industry, including cost pressures and cautious consumer spending - The Hong Kong catering industry faces continuous pressure from rising food costs, rent, utilities, and labor costs[48] - Economic uncertainty has led to cautious consumer spending, resulting in lower-than-expected restaurant revenue[48] - The company has implemented cost-saving measures, including reducing staff costs, negotiating with suppliers, increasing marketing, and expanding takeaway product lines[48] Business Review This section summarizes the Group's core business operations and key financial performance indicators for the reporting period - "Classified" operates as European-style casual cafes, specializing in artisanal bread, cheese, and fine wines[49] - "Rise by Classified" is a modern bakery brand focused on providing dining experiences for local residents[49] Business Revenue Review (Six Months Ended) | Indicator | June 30, 2025 (HKD millions) | June 30, 2024 (HKD millions) | Change (%) | | :--- | :--- | :--- | :--- | | Net revenue | 17.0 | 17.8 | -4.3% | Future Prospects This section outlines the challenges and opportunities for the Group, along with its strategies for future growth and risk mitigation - The Hong Kong catering industry remains challenging, with success dependent on dining concepts and the economic situation in Hong Kong[50] Key Risks and Uncertainties This subsection identifies the primary risks impacting the Group's operations and future development - Changes in customer spending patterns, including avoiding dining out and the trend of traveling north, pose commercial risks to the business[52] - Failure to find commercially attractive new restaurant locations or renew existing leases will adversely affect the business and future development[52] - Operations may be affected by fluctuations in food raw material prices, including imported food influenced by exchange rates[52] - Future labor shortages are possible, with intense competition for qualified personnel in the catering industry[52] Mitigation Strategies This subsection details the company's plans to address identified risks and enhance business performance - Expand takeaway product lines, increase promotional efforts, and implement sales stimulation measures[52] - Improve and upgrade existing restaurant facilities to attract more customers[52] - Closely monitor supplier quotations for raw materials to ensure competitiveness[53] - Open restaurants with different styles to diversify operational risks[53] Financial Review This section provides a summary of the Group's financial performance, including turnover and loss attributable to owners Financial Review Key Data (Six Months Ended) | Indicator | June 30, 2025 (HKD millions) | June 30, 2024 (HKD millions) | Change (%) | | :--- | :--- | :--- | :--- | | Total turnover | 17.0 | 17.8 | -4.3% | | Total loss attributable to owners of the Company | 3.0 | 3.0 | 0% | - The decrease in revenue was primarily due to changes in consumer spending patterns and the closure of one restaurant upon lease expiry in May 2025[54] - Despite a net gain of HKD 0.77 million from the disposal of property, plant and equipment, a restoration fee of HKD 0.18 million, and the closure of a loss-making restaurant, the loss remained consistent with the prior period[54] Financial Resources, Liquidity and Capital Structure This section analyzes the Group's financial position, including liquidity ratios and capital structure Liquidity and Capital Structure Key Data (As of Period End) | Indicator | June 30, 2025 (HKD millions) | December 31, 2024 (HKD millions) | Change (HKD millions) | | :--- | :--- | :--- | :--- | | Current assets | 25.4 | 26.1 | (0.7) | | Bank balances and cash | 0.25 | 0.82 | (0.57) | | Trade and other receivables, deposits and prepayments | 3.2 | 3.1 | 0.1 | | Current liabilities | 19.7 | 17.8 | 1.9 | | Lease liabilities (current) | 0.9 | 2.4 | (1.5) | | Trade and other payables and accrued charges | 8.6 | 7.8 | 0.8 | Liquidity Ratios (As of Period End) | Ratio | June 30, 2025 | December 31, 2024 | Change | | :--- | :--- | :--- | :--- | | Current ratio | 1.29 | 1.46 | (0.17) | | Quick ratio | 0.18 | 0.23 | (0.05) | | Gearing ratio | 0% | 0% | 0% | - The Group's capital structure consists of equity attributable to owners of the Company, with no significant changes during the reporting period[57] Foreign Currency Risk This section states that the Group does not face significant foreign exchange risk due to most transactions being denominated in HKD - The Group's transactions are mostly denominated in Hong Kong Dollars, thus it does not face significant foreign exchange risk[58] Capital Commitments This section confirms the absence of any significant capital commitments as of the reporting date - As of June 30, 2025, the Group had no significant capital commitments[59] Contingent Liabilities This section confirms the absence of any contingent liabilities as of the reporting date - As of June 30, 2025, the Group had no contingent liabilities[60] Employees and Remuneration Policy This section provides information on the Group's employee count and remuneration policies Employee Count (As of Period End) | Indicator | June 30, 2025 | June 30, 2024 | Change | | :--- | :--- | :--- | :--- | | Number of employees (Hong Kong) | 50 | 52 | (2) | - Remuneration is determined based on market terms, individual performance, qualifications, and experience, with discretionary bonuses and other benefits such as medical insurance and retirement benefits provided[61] Other Information This section covers various additional disclosures, including share transactions, investments, and corporate governance matters Issue of Equity Securities for Cash This section confirms that no equity securities were issued for cash during the reporting period - The company did not issue any equity securities, including those convertible into equity securities, for cash during the six months ended June 30, 2025[62] Material Investments, Acquisitions or Disposals This section states the absence of any material investments, acquisitions, or disposals during the reporting period - There were no material investments, acquisitions, or disposals of subsidiaries, associates, and joint ventures during the six months ended June 30, 2025[63] Pledge of Assets This section confirms that no assets were pledged as of the reporting date - As of June 30, 2025, the Group had no pledged assets[64] Purchase, Sale or Redemption of the Company's Listed Securities This section states that neither the company nor its subsidiaries purchased, sold, or redeemed any listed securities during the reporting period - Neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities during the six months ended June 30, 2025, and up to the date of this report[65] Share Schemes This section confirms that no share options were granted under any share option scheme as of the report date - As of the date of this report, the company had not granted any share options under any share option scheme[66] Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures of the Company and its Associated Corporations This section details the interests of directors in the company's shares, including a significant post-reporting period share disposal Directors' Long Positions in Ordinary Shares of the Company (As of June 30, 2025) | Director Name | Capacity/Nature of Interest | Number of Shares Held | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Mr. Wong Tsz Chiu | Interest in controlled corporation | 13,843,692 | 24.8% | | Mr. Pong Kin Yee | Interest in controlled corporation | 22,771,433 | 40.9% | - As of June 30, 2025, Peyton Global Limited and Wiltshire Global Limited (as sellers) entered into a sale and purchase agreement with Yimu Group (BVI) Limited (as offeror) to dispose of a total of 36,615,125 shares of the company (representing 65.7%), with the transaction completed on July 21, 2025[67] - Save as disclosed, the directors had no other disclosable interests or short positions in shares, underlying shares, and debentures at the end of the reporting period[68] Substantial Shareholders' and Other Persons' Interests and Short Positions in Shares and Underlying Shares of the Company This section lists the interests of substantial shareholders as of the reporting date, noting a significant post-reporting period share disposal Substantial Shareholders' Long Positions in Ordinary Shares of the Company (As of June 30, 2025) | 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 | Spouse's interest | 13,843,692 | 24.8% | | Peyton Global Limited | Beneficial owner | 22,771,433 | 40.9% | | Ms. Cheng Chi Man | Spouse's interest | 22,771,433 | 40.9% | | Topaz Investment Group Limited | Beneficial owner | 3,400,000 | 6.1% | | Ms. Mak Siu Han | Interest in controlled corporation | 3,400,000 | 6.1% | - As of June 30, 2025, Peyton Global Limited and Wiltshire Global Limited (as sellers) entered into a sale and purchase agreement with Yimu Group (BVI) Limited (as offeror) to dispose of a total of 36,615,125 shares of the company (representing 65.7%), with the transaction completed on July 21, 2025[70][72] Directors' Interests in Competing Business This section confirms that no directors or controlling shareholders have interests in businesses competing with the Group - The directors are unaware of any business or interest of any director, controlling shareholder, or their respective close associates that competes or may compete with the Group's business during the period ended June 30, 2025[73] Audit Committee This section describes the composition and role of the Audit Committee, including its review of the interim financial statements - The Audit Committee comprises four independent non-executive directors, with Mr. Yu Man Yiu serving as chairman[74] - The Audit Committee has reviewed the interim financial statements and considers them to be in compliance with applicable accounting standards and requirements[74] Directors' Securities Transactions This section confirms that all directors have complied with the company's code for securities transactions - The company has adopted a code for directors' securities transactions no less stringent than that required by the GEM Listing Rules, and all directors have complied with it as of the date of this report[75] Corporate Governance This section outlines the company's commitment to corporate governance standards and notes a deviation regarding the roles of Chairman and CEO - The company is committed to maintaining high standards of corporate governance and complies with the code provisions set out in Appendix C1 Part 2 of the GEM Listing Rules[76] - There is a deviation from Code Provision C.2.1, where the roles of Chairman and Chief Executive Officer are not segregated, with Mr. Wong Tsz Chiu serving as Chairman and no Chief Executive Officer[76] - The Board believes this vacancy does not impair the Group's management and will review the structure periodically[76] Post Balance Sheet Events This section details significant events that occurred after the reporting period, including a change in shareholding and a new lease agreement - On July 21, 2025, Peyton Global Limited and Wiltshire Global Limited sold 65.7% of the company's shares to Yimu Group (BVI) Limited[77] - This change in shareholding triggered a mandatory unconditional cash offer of HKD 1.318 per share[77] - On August 27, 2025, a subsidiary of the company entered into a six-year lease agreement for operating a Chinese restaurant, involving a total right-of-use asset value of approximately HKD 16.8 million[78]