龙皇集团(08493) - 2025 - 中期财报

Company Information Board of Directors The Board of Directors experienced changes in executive and non-executive appointments, including a new chairman - Mr. Tang Hung Kong, Ms. Leung Li, and Mr. Wong Oi Chun ceased to be executive directors on March 14, 2025[4] - Mr. Chan Yuen Lung was appointed executive director and chairman on May 20, 2025[4] - Ms. Shen Tai Ju ceased to be a non-executive director on June 12, 2025[4] Audit Committee The Audit Committee comprises three independent non-executive directors, with Mr. Tsang Ching Fung as chairman - Audit Committee members include Mr. Tsang Ching Fung (Chairman), Mr. Lo Shing Shan, and Mr. Chow Yick, all independent non-executive directors[4] Remuneration Committee The Remuneration Committee consists of three members, chaired by Mr. Chow Yick - Remuneration Committee members include Mr. Chow Yick (Chairman), Mr. Lo Shing Shan, and Mr. Tsang Ching Fung[4] Nomination Committee The Nomination Committee chairman changed from Mr. Tang Hung Kong to Mr. Lo Shing Shan, with Mr. Chow Yick and Mr. Tsang Ching Fung added as members - Mr. Lo Shing Shan was appointed chairman of the Nomination Committee on March 14, 2025[4] - Mr. Tang Hung Kong ceased to be the former chairman of the Nomination Committee on March 14, 2025[4] Compliance Officer Mr. Tang Hung Kong ceased to be the Compliance Officer on March 14, 2025 - Mr. Tang Hung Kong ceased to be the Compliance Officer on March 14, 2025[4] Authorized Representatives The Authorized Representative position saw multiple changes, including the cessation of Mr. Tang Hung Kong and Mr. Kwan Ka Man, the temporary appointment and cessation of Mr. Li Tao, and the appointments of Mr. Chan Yuen Lung and Mr. Ngai Tsz Hin - Mr. Tang Hung Kong ceased to be an Authorized Representative on March 14, 2025[4] - Mr. Chan Yuen Lung was appointed an Authorized Representative on May 20, 2025[4] - Mr. Ngai Tsz Hin was appointed an Authorized Representative on July 15, 2025[4] Company Secretary The Company Secretary changed from Mr. Kwan Ka Man to Mr. Ngai Tsz Hin - Mr. Kwan Ka Man resigned as Company Secretary on July 15, 2025[5] - Mr. Ngai Tsz Hin was appointed Company Secretary on July 15, 2025[5] Auditor The company's auditor is BDO Limited - The company's auditor is BDO Limited[6] Registered Office The company's registered office is located in the Cayman Islands - The registered office is located at Windward 3, Regatta Office Park, PO Box 1350, Grand Cayman KY1-1108, Cayman Islands[6] Head Office and Principal Place of Business in Hong Kong The company's head office and principal place of business in Hong Kong are located at Central Plaza, Wan Chai, Hong Kong - The head office and principal place of business in Hong Kong are located at Unit 3902, 39/F, Central Plaza, 18 Harbour Road, Wan Chai, Hong Kong[6] Principal Share Registrar and Transfer Office The company's principal share registrar and transfer office is located in the Cayman Islands - The principal share registrar and transfer office is Ocorian Trust (Cayman) Limited[6] Hong Kong Share Registrar and Transfer Office The company's Hong Kong share registrar and transfer office is Tricor Investor Services Limited - The Hong Kong share registrar and transfer office is Tricor Investor Services Limited[6] Principal Bankers The company's principal bankers include DBS Bank (Hong Kong) Limited and Hang Seng Bank Limited - The principal bankers are DBS Bank (Hong Kong) Limited and Hang Seng Bank Limited[6] Company Website The company's official website is www.dragonkinggroup.com - The company website is *www.dragonkinggroup.com**[6](index=6&type=chunk) Stock Code The company's stock code is 8493 - The company's stock code is 8493[6] Unaudited Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income Unaudited Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income for the Six Months Ended June 30, 2025 | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Revenue | 9,428 | 43,161 | | Cost of inventories consumed | (2,500) | (12,086) | | Gross profit | 6,928 | 31,075 | | Other income and net gains | 3 | 26 | | Staff costs | (6,278) | (18,521) | | Depreciation of property, plant and equipment | (414) | (399) | | Rental and related expenses | (3,466) | (4,541) | | Other operating expenses | (7,550) | (8,027) | | Finance costs | (608) | (1,046) | | Loss before tax | (11,385) | (1,433) | | Income tax expense | – | – | | Loss and total comprehensive expense for the period attributable to owners of the Company | (11,385) | (1,433) | | Loss per share (HK cents) | (4.65) | (0.62) | Unaudited Condensed Consolidated Statement of Financial Position Unaudited Condensed Consolidated Statement of Financial Position as at June 30, 2025 | Indicator | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Non-current assets | | | | Property, plant and equipment | 25,084 | 25,501 | | Total non-current assets | 25,255 | 25,672 | | Current assets | | | | Inventories | 2,117 | 2,221 | | Trade receivables | 180 | 220 | | Prepayments, deposits and other receivables | 18,749 | 15,836 | | Cash and cash equivalents | 688 | 6,891 | | Total current assets | 22,010 | 25,444 | | Current liabilities | | | | Trade payables | 36,048 | 36,113 | | Other payables and accrued expenses | 41,895 | 37,770 | | Bank and other borrowings | 93,275 | 93,470 | | Amount due to a director | 2,767 | 3,814 | | Total current liabilities | 174,710 | 172,014 | | Net current liabilities | (152,700) | (146,570) | | Total assets less current liabilities | (127,445) | (120,898) | | Net liabilities | (127,445) | (120,898) | | Total equity deficit | (127,445) | (120,898) | - As at June 30, 2025, the Group's current liabilities exceeded current assets by approximately HK$152.7 million, with net liabilities of approximately HK$127.4 million, indicating significant uncertainty regarding going concern[16] Unaudited Condensed Consolidated Statement of Changes in Equity Unaudited Condensed Consolidated Statement of Changes in Equity for the Six Months Ended June 30, 2025 | Indicator | Share Capital (HK$ thousand) | Share Premium (HK$ thousand) | Other Reserves (HK$ thousand) | Capital Reserve (HK$ thousand) | Exchange Fluctuation Reserve (HK$ thousand) | Accumulated Losses (HK$ thousand) | Total Equity Deficit (HK$ thousand) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | As at January 1, 2024 (audited) | 20,736 | 90,912 | (43,224) | 42,703 | (143) | (213,363) | (102,379) | | Loss and total comprehensive expense for the period | – | – | – | – | – | (1,433) | (1,433) | | Placing of new shares (Note 14(a)) | 3,456 | 5,064 | – | – | – | – | 8,520 | | As at June 30, 2024 (unaudited) | 24,192 | 95,976 | (43,224) | 42,703 | (143) | (214,796) | (95,292) | | As at January 1, 2025 (audited) | 24,192 | 95,976 | (43,224) | 42,703 | (143) | (240,402) | (120,898) | | Loss and total comprehensive expense for the period | – | – | – | – | – | (11,385) | (11,385) | | Placing of new shares (Note 14(b)) | 4,838 | – | – | – | – | – | 4,838 | | As at June 30, 2025 (unaudited) | 29,030 | 95,976 | (43,224) | 42,703 | (143) | (251,787) | (127,445) | Unaudited Condensed Consolidated Statement of Cash Flows Unaudited Condensed Consolidated Statement of Cash Flows for the Six Months Ended June 30, 2025 | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Net cash (used in) / generated from operating activities | (9,679) | 1,105 | | Net cash generated from investing activities | 2 | 1 | | Net cash generated from financing activities | 3,474 | 5,974 | | Net (decrease) / increase in cash and cash equivalents | (6,203) | 7,080 | | Cash and cash equivalents at beginning of period | 6,891 | 1,014 | | Cash and cash equivalents at end of period | 688 | 8,094 | Notes to the Unaudited Condensed Consolidated Financial Statements 1. General Information This section outlines the company's registration details, principal place of business, and primary business activities, which involve operating and managing restaurants - The Company was incorporated as a limited liability company in the Cayman Islands on August 8, 2016[12] - The Group is principally engaged in the operation and management of restaurants[13] 2. Basis of Presentation and Principal Accounting Policies This section briefly describes the basis of preparation for these interim financial statements, adhering to Hong Kong Financial Reporting Standards and GEM Listing Rules, noting no significant impact from new standards, but highlighting material uncertainties regarding going concern - The financial statements are prepared in accordance with Hong Kong Financial Reporting Standards and GEM Listing Rules, with accounting policies consistent with the 2024 annual report, and new and revised standards having no significant impact[14][15] - As at June 30, 2025, the Group's current liabilities exceeded current assets by approximately HK$152.7 million, with net liabilities of approximately HK$127.4 million, and cash and cash equivalents of only approximately HK$688,000, indicating significant uncertainty regarding going concern[16] - Management is actively seeking financing arrangements, implementing cost-saving measures, and planning to accelerate the opening of smaller, multi-cuisine restaurants and explore other catering opportunities to improve liquidity and financial position[17] 3. Estimates The preparation of interim financial statements involves management's judgments, estimates, and assumptions, with sources of estimation uncertainty consistent with those used in the prior year's consolidated financial statements - The preparation of interim financial statements requires management to make judgments, estimates, and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income, and expenses[20] 4. Financial Risk Management and Financial Instruments The Group is exposed to interest rate, credit, and liquidity risks, but risk management policies have not significantly changed since year-end, and the carrying amounts of receivables and payables are considered reasonable estimates of fair values - The Group's activities expose it to various financial risks: interest rate risk, credit risk, and liquidity risk[21] - There have been no changes in risk management policies since year-end, nor any significant changes in policies and practices for liquidity and capital risk management[22][23] - The carrying amounts of receivables and payables are considered reasonable estimates of their fair values[24] 5. Revenue During the period, the Group's revenue, totaling HK$9,428 thousand, was entirely derived from Chinese restaurant operations in Hong Kong, representing a significant decrease compared to the prior year Revenue Breakdown (For the Six Months Ended June 30) | Category | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Revenue from Chinese restaurant operations | 9,428 | 43,161 | | Geographical market (Hong Kong) | 9,428 | 43,161 | | Timing of revenue recognition (at a point in time) | 9,428 | 43,161 | - Performance obligations are satisfied when catering services are provided to customers, with trade terms primarily involving cash and credit card payments, and credit periods typically ranging from a few days to 60 days[26] 6. Other Income and Net Gains Other income and net gains significantly decreased to HK$3 thousand during the period, primarily due to a reduction in miscellaneous income Other Income and Net Gains (For the Six Months Ended June 30) | Category | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Bank interest income | 2 | 1 | | Exchange gains | – | 1 | | Others | 1 | 24 | | Total | 3 | 26 | - Other income and net gains decreased by approximately 88.5%, primarily due to a reduction in miscellaneous income during the period[28] 7. Loss for the Period The loss for the period is stated after deducting auditor's remuneration and employee benefit expenses, with a significant reduction in employee benefit expenses compared to the prior period Loss for the Period Deductions (For the Six Months Ended June 30) | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Auditor's remuneration | 440 | 440 | | Employee benefit expenses (excluding directors' and chief executive's emoluments) | | | | Wages and salaries | 5,515 | 17,157 | | Contributions to pension schemes | 212 | 764 | | Total employee benefit expenses | 5,727 | 17,921 | 8. Income Tax Expense No provision for Hong Kong profits tax was made for the current or prior period, as estimated taxable profits were fully offset by tax losses brought forward from previous years - No provision for Hong Kong profits tax was made as the Group's estimated taxable profits for the relevant periods were fully offset by unutilised tax losses brought forward from prior years[31] - Hong Kong profits tax is calculated under a two-tiered profits tax rate regime, but there was no current Hong Kong tax for the current or prior period[31][32] 9. Dividends The Board does not recommend the payment of any interim dividend for the six months ended June 30, 2025 - The Board does not recommend the payment of any interim dividend for the six months ended June 30, 2025 (2024: nil)[33] 10. Loss Per Share For the six months ended June 30, 2025, basic and diluted loss per share was 4.65 HK cents, a significant increase from 0.62 HK cents in the prior period, primarily due to expanded losses and an increased weighted average number of ordinary shares Loss Per Share Calculation (For the Six Months Ended June 30) | Indicator | 2025 (HK$ thousand/thousand shares) | 2024 (HK$ thousand/thousand shares) | | :--- | :--- | :--- | | Loss attributable to owners of the Company | (11,385) | (1,433) | | Weighted average number of ordinary shares | 244,860 | 232,046 | - No potential ordinary shares were in issue for the six months ended June 30, 2025 and 2024, hence no diluted (loss) earnings per share is presented[34] 11. Property, Plant and Equipment For the six months ended June 30, 2025, the Group did not purchase any property, plant, and equipment - For the six months ended June 30, 2025, the Group did not purchase any property, plant and equipment (2024: nil)[35] 12. Trade Receivables As at June 30, 2025, total trade receivables amounted to HK$180 thousand, a decrease from HK$220 thousand as at December 31, 2024, with the majority being overdue by more than 180 days Ageing Analysis of Trade Receivables (As at June 30) | Ageing | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | 0 to 30 days | 10 | 50 | | Over 180 days | 170 | 170 | | Total | 180 | 220 | - Certain customers are granted credit periods ranging from a few days to 60 days[36] 13. Trade Payables As at June 30, 2025, total trade payables were HK$36,048 thousand, largely consistent with HK$36,113 thousand as at December 31, 2024, with the vast majority being overdue by more than 90 days Ageing Analysis of Trade Payables (As at June 30) | Ageing | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | 0 to 30 days | 72 | 171 | | 31 to 60 days | 73 | 20 | | 61 to 90 days | 69 | 64 | | Over 90 days | 35,834 | 35,858 | | Total | 36,048 | 36,113 | 14. Share Capital As at June 30, 2025, the company's share capital increased to HK$29,030 thousand due to a placing of new shares, with a total of 290,304,000 shares in issue Share Capital Movement (As at June 30) | Item | Number of Shares | HK$ thousand | | :--- | :--- | :--- | | As at January 1, 2024 | 207,360,000 | 20,736 | | Placing of new shares on February 22, 2024 | 34,560,000 | 3,456 | | As at December 31, 2024 and January 1, 2025 | 241,920,000 | 24,192 | | Placing of new shares on June 20, 2025 | 48,384,000 | 4,838 | | As at June 30, 2025 | 290,304,000 | 29,030 | - The placing of 48,384,000 new shares was completed on June 20, 2025, generating net proceeds of approximately HK$4.55 million and increasing share capital by HK$4,838,400[38] Management Discussion and Analysis Business and Operations Review The Group primarily operates Cantonese restaurants, with one "Dragon Robe" brand restaurant in Hong Kong as at June 30, 2025, while two "Dragon King" brand restaurants closed in 2024 - The Group is a full-service Cantonese restaurant group operating Cantonese restaurants under its own brands[39] - During the period, the Group operated one full-service restaurant in Hong Kong, offering Cantonese cuisine under the "Dragon Robe" brand[40] - Due to lease expiry, the Group closed two other "Dragon King" brand restaurants in April 2024 and June 2024, respectively[40] Restaurant Operations - The Group is committed to providing customers with quality food, service, and a comfortable dining environment[40] - Currently operating one "Dragon Robe" brand Cantonese restaurant in Hong Kong, strategically located in a prime commercial area[40] Financial Review The Group's financial performance significantly deteriorated during the period, with substantial declines in revenue, gross profit, and other income, leading to a widened loss attributable to owners of the Company, primarily due to restaurant closures and challenging market conditions - Total revenue for the period was approximately HK$9.4 million, a decrease of approximately 78.2% from HK$43.2 million in the prior period, mainly due to the closure of two restaurants in the prior period[41] - Gross profit for the period was approximately HK$7.0 million, a decrease of approximately 77.5% from HK$31.1 million in the prior period[44] - Loss attributable to owners of the Company was approximately HK$11.4 million, compared to a loss of approximately HK$1.4 million in the prior period, with the increased loss primarily due to reduced revenue[51] Revenue - Total revenue for the period was approximately HK$9.4 million, a decrease of approximately 78.2% from HK$43.2 million in the prior period, mainly due to the closure of two restaurants in the prior period[41] Revenue Details (For the Six Months Ended June 30) | Brand | 2025 (HK$ thousand) | Percentage of Total Revenue (%) | 2024 (HK$ thousand) | Percentage of Total Revenue (%) | | :--- | :--- | :--- | :--- | :--- | | Dragon King | – | – | 27,930 | 64.7 | | Dragon Robe | 9,428 | 100.0 | 15,231 | 35.3 | | Total Revenue | 9,428 | 100.0 | 43,161 | 100.0 | - "Dragon Robe" brand revenue decreased by approximately 38.1% from approximately HK$15.2 million in the prior period to approximately HK$9.4 million in the current period, primarily due to a challenging business environment and weak market sentiment[43] Gross Profit and Gross Margin - Gross profit for the period was approximately HK$7.0 million, a decrease of approximately 77.5% from HK$31.1 million in the prior period[44] - The overall gross margin for the period slightly increased by 1.5% compared to the prior period, mainly due to reduced customer spending[44] Other Income and Net Gains - The Group's other income and net gains decreased by approximately 88.5% from approximately HK$26,000 in the prior period to approximately HK$3,000 in the current period[46] - This decrease was primarily due to a reduction in miscellaneous income during the period[46] Staff Costs - Staff costs for the period were approximately HK$6.3 million, a decrease of approximately 65.9% from HK$18.5 million in the prior period[47] - This decrease was due to the closure of certain restaurants in April and June 2024[47] Depreciation of Right-of-Use Assets - The Group's depreciation of right-of-use assets is charged on a straight-line basis over the lease term, which generally ranges from two to three years[48] Rental and Related Expenses - The Group's rental and related expenses decreased by approximately 22.2% from approximately HK$4.5 million in the prior period to approximately HK$3.5 million in the current period[49] - This decrease was primarily due to the reduced number of restaurants operated by the Group in the first half of 2025 compared to the first half of 2024[49] Other Operating Expenses - The Group's other operating expenses decreased by approximately 5.0% from approximately HK$8.0 million in the prior period to approximately HK$7.6 million in the current period[50] - This decrease was primarily due to the closure of certain restaurants in April and June 2024[50] Loss Attributable to Owners of the Company - Loss attributable to owners of the Company was approximately HK$11.4 million, compared to a loss of approximately HK$1.4 million in the prior period[51] - This increased loss was primarily due to reduced revenue resulting from the closure of two restaurants[51] Outlook The Hong Kong catering industry faces multiple challenges, including changing consumption patterns, rising costs, and a weak local economy; the Group will comprehensively review operations, diversify its restaurant portfolio, explore new opportunities, and continue cost control and efficiency improvements to navigate uncertainties and enhance shareholder value - The Hong Kong catering industry faces multiple challenges, including changing customer consumption patterns, rising food and labor costs, weak consumer spending, and the rise of takeaway and delivery services[52] - The Group will conduct a comprehensive review and integration of its operations, seizing opportunities to diversify its existing restaurant portfolio and expand its presence in the catering market[52] - The Group will continue to implement cost control and enhance operational efficiency, closely monitor market dynamics, adopt flexible operating strategies, strive to provide quality dining experiences for customers, and focus on its core business to drive sustainable development and enhance shareholder value[52] Capital Structure As at June 30, 2025, the company's issued share capital increased to HK$29,030,400 due to a placing of new shares, with net proceeds of approximately HK$4.55 million to be used for general working capital, business development, and debt repayment - On June 2, 2025, the Group entered into a placing agreement, whereby the Group conditionally agreed to place up to 48,384,000 placing shares on a best effort basis[54] - On June 20, 2025, a total of 48,384,000 placing shares were successfully placed to Mr. Lee Cheong Sun at a placing price of HK$0.10 per placing share, generating net proceeds of approximately HK$4.55 million[54] - The net proceeds are intended to be used for the Group's general working capital (approximately 37.4%), business development (approximately 44.0%), and repayment of the Company's outstanding liabilities (approximately 18.6%)[54] Liquidity and Financial Resources The Group primarily funds its liquidity through operating cash and bank borrowings; as at June 30, 2025, bank and other borrowings were approximately HK$93.3 million, while cash and cash equivalents significantly decreased to approximately HK$0.7 million - The Group primarily funds its liquidity and capital requirements through cash generated from operations and bank and other borrowings[56] - As at June 30, 2025, the Group's bank and other borrowings were approximately HK$93.3 million (December 31, 2024: approximately HK$93.5 million)[56] - As at June 30, 2025, the Group's cash and cash equivalents were approximately HK$0.7 million (December 31, 2024: approximately HK$6.9 million)[56] Gearing Ratio As at June 30, 2025, the Group's gearing ratio was approximately 376.0%, largely consistent with 375.9% as at December 31, 2024, indicating a high level of leverage - As at June 30, 2025, the Group's gearing ratio was approximately 376.0% (December 31, 2024: approximately 375.9%)[57] - The gearing ratio is calculated as net debt divided by capital and net debt[57] Pledge of the Group's Assets As at June 30, 2025, the Group pledged buildings valued at approximately HK$25.1 million to secure certain bank facilities - As at June 30, 2025, the Group pledged buildings valued at approximately HK$25.1 million (December 31, 2024: approximately HK$25.5 million) to secure certain bank facilities granted to it[58] Segment Information The Group's segment information is disclosed in Note 5 to the unaudited condensed consolidated financial statements - The Group's segment information is disclosed in Note 5 to the unaudited condensed consolidated financial statements[59] Material Investments Held, Material Acquisitions and Disposals of Subsidiaries and Affiliated Companies, and Plans for Material Investments or Capital Assets Except as disclosed elsewhere in this interim report, the company held no material investments, made no material acquisitions or disposals of subsidiaries and affiliated companies, and had no other plans for material investments or capital assets during the period - During the period, the Company held no material investments, nor made any material acquisitions or disposals of subsidiaries and affiliated companies[60] - As at June 30, 2025, there were no other plans for material investments or capital assets[60] Discloseable Transaction The Company entered into a business introduction agreement with Garville Consultants Limited, paying a HK$3 million refundable earnest money to identify potential restaurant business sellers, and will pay a 5% success fee upon successful acquisition, aiming to expand its business footprint and increase revenue - The Company entered into a business introduction agreement with Garville Consultants Limited, acting as an independent business intermediary to identify and introduce potential restaurant business sellers to the Group[61] - The Group paid a refundable amount of HK$3,000,000 ("Refundable Deposit") upon signing the agreement, designated for obtaining due diligence information from potential restaurant sellers[61][62] - Upon completion of any investment or acquisition involving a seller introduced by the introducer, the introducer will be entitled to a success fee equivalent to 5% of the total investment or acquisition amount under the relevant transaction[61] Foreign Exchange Risk The Group's majority of income and expenses are denominated in HKD and RMB; due to insignificant RMB exchange rate fluctuations, the Group has no material foreign exchange risk and has not used financial instruments for hedging - The majority of the Group's income and expenses are denominated in HKD and RMB[65] - Historical RMB exchange rate fluctuations during the period were not significant, thus no material risk is expected from RMB transactions and balances[65] - The Group has no material foreign exchange risk and did not use any financial instruments for hedging purposes during the period[66] Treasury Policy The Board will continue to adopt a prudent policy in managing cash balances and maintaining a strong and robust liquidity position to capitalize on future growth opportunities - The Directors will continue to adopt a prudent policy in managing the Group's cash balances and maintaining a strong and robust liquidity position to ensure the Group is prepared to capitalize on future growth opportunities[67] Contingent Liabilities As at June 30, 2025, the Group had no material contingent liabilities - As at June 30, 2025, the Group had no material contingent liabilities (December 31, 2024: nil)[68] Commitments As at June 30, 2025, the Group had no commitments - As at June 30, 2025, the Group had no commitments (December 31, 2024: nil)[69] Interim Dividend The Board does not recommend the payment of any interim dividend for the current period - The Board does not recommend the payment of any interim dividend for the current period (prior period: nil)[70] Employees and Remuneration Policy As at June 30, 2025, the Group had 38 employees, with total staff costs of approximately HK$6.3 million; the remuneration policy includes fixed salaries and variable bonuses, and a share option scheme to incentivize employees - As at June 30, 2025, the Group had approximately 38 employees (June 30, 2024: 48 employees)[71] - Total staff costs for the period (including directors' emoluments and mandatory provident fund contributions) were approximately HK$6.3 million (prior period: approximately HK$18.5 million)[71] - The Company's remuneration policy primarily comprises a fixed component (in the form of basic salary) and a variable component (including discretionary bonuses and other performance-based remuneration), and a share option scheme has been adopted to acknowledge and reward directors and employees who contribute to the Group's growth and development[71] Competing Interests in Businesses During the period, none of the Company's directors, controlling shareholders, substantial shareholders, or their close associates held any business or interest that competes with the Group's business - During the period, none of the Company's directors, controlling shareholders, substantial shareholders, or their respective close associates held any business or interest that competes or may compete with the Group's business[72] Share Option Scheme The Company adopted a share option scheme on December 15, 2017, to incentivize directors, employees, and other stakeholders; the scheme is valid for ten years, with a maximum of 10% of issued shares available for grant, and no more than 1% to any single participant within any 12-month period; no share options were granted, exercised, cancelled, or lapsed during the period - The Company conditionally adopted a share option scheme on December 15, 2017, pursuant to a written resolution passed by shareholders, aiming to incentivize and retain top talent[73] - The maximum number of shares that may be issued under the share option scheme is 10% of all issued shares, and the total number of shares granted to any participant within any 12-month period shall not exceed 1% of the issued shares[74][75] - The share option scheme will be valid for 10 years from the adoption date; no share options were granted, exercised, cancelled, or lapsed during the period[76][78] Events After Reporting Period On August 28, 2025, Dragon King International Group Limited, a wholly-owned subsidiary of the Company, entered into a non-legally binding memorandum of understanding with 1957 & Co. (Hospitality) Limited regarding the possible disposal of 70% of the issued share capital of MANGO TREE (KOWLOON) LIMITED - On August 28, 2025, Dragon King International Group Limited, a direct wholly-owned subsidiary of the Company, entered into a non-legally binding memorandum of understanding with 1957 & Co. (Hospitality) Limited[79] - The memorandum of understanding concerns the possible disposal of 70% of the issued share capital of MANGO TREE (KOWLOON) LIMITED[79] Material Litigation The Group faces several material litigations, including Oriental E-Commerce Limited being ordered to pay HK$2 million for dishonored cheques, and wholly-owned subsidiary Fu Ju Limited being wound up for unpaid debts; another subsidiary, Yun Li Limited, reached a settlement with Strong Engineering Limited regarding renovation project payments - Oriental E-Commerce Limited (a wholly-owned subsidiary of the Company) was ordered to pay HK$2,000,000 plus interest and legal costs to Chan Chun Kau & Co. Solicitors for dishonored cheques[80] - Wholly-owned subsidiary Fu Ju Limited was ordered to be wound up on February 12, 2025, for refusing to settle outstanding debts of approximately HK$17,000[81] - Yun Li Limited (a wholly-owned subsidiary of the Company) reached a settlement with Strong Engineering Limited regarding contract payments for certain renovation and refurbishment works at Dragon Robe[82][83] Other Information Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares or Debentures of the Company As at June 30, 2025, no directors or chief executive of the Company held any interests or short positions in the shares, underlying shares, or debentures of the Company or its associated corporations that are required to be disclosed to the Company and the Stock Exchange - As at June 30, 2025, no directors or chief executive of the Company held any interests or short positions in the shares, underlying shares, and debentures of the Company or its associated corporations that are required to be disclosed to the Company and the Stock Exchange[85] Substantial Shareholders' and Other Persons' Interests and Short Positions in Shares and Underlying Shares of the Company As at June 30, 2025, substantial shareholder Lee Cheong Sun held 48,384,000 ordinary shares of the Company, representing approximately 16.67% of the equity Substantial Shareholders' Long Positions in Ordinary Shares and Underlying Shares of the Company (As at June 30, 2025) | Name of Substantial Shareholder | Capacity/Nature of Interest | Number of Shares Held/Interested | Approximate Percentage of Shareholding (Note 1) | | :--- | :--- | :--- | :--- | | Lee Cheong Sun | Beneficial owner | 48,384,000 | 16.67% | - The approximate percentage of shareholding in this table is calculated based on the Company's 290,304,000 shares in issue as at June 30, 2025[87] - Save as disclosed above, no other person or corporation held 5% or more interest in the shares or underlying shares of the Company[87] Purchase, Sale or Redemption of the Company's Listed Securities or Sale of Treasury Shares During the period, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities, and as at June 30, 2025, the Company held no treasury shares - During the period, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[88] - As at June 30, 2025, the Company held no treasury shares[89] Directors' Securities Transactions All directors confirmed full compliance with the required standards of dealing set out in the GEM Listing Rules during the period, with no instances of non-compliance - All directors confirmed that, during the period, they fully complied with the required standards of dealing set out in Rules 5.48 to 5.67 of the GEM Listing Rules, and no instances of non-compliance occurred[90] Corporate Governance Practices The Company deviated from corporate governance practices during the period, including the Nomination Committee lacking gender diversity, failure to purchase legal liability insurance for directors, and the absence of an established internal audit function - Following the cessation of former non-executive director Ms. Shen Tai Ju on June 12, 2025, the Board comprises directors of a single gender, deviating from Code Provision B.3.5 of the Corporate Governance Code[91] - The Company did not make appropriate insurance arrangements for potential legal actions against its directors during the period, deviating from Code Provision C.1.7 of the Corporate Governance Code[91] - The Group has not yet established its internal audit function, deviating from Code Provision D.2.2 of the Corporate Governance Code[92] Use of Proceeds from Placing of New Shares Under General Mandate The placing of 48,384,000 shares was completed on June 20, 2025, with net proceeds of approximately HK$4.55 million fully utilized for general working capital, business development, and repayment of outstanding liabilities - On June 20, 2025, the Company completed the placing of 48,384,000 shares at a placing price of HK$0.10 per share under the general mandate, with net proceeds of approximately HK$4.55 million[93] Use of Net Proceeds from Placing (For the Six Months Ended June 30, 2025) | Use of Net Proceeds | Net Proceeds (HK$ thousand) | Utilized Net Proceeds (HK$ thousand) | Unutilized Net Proceeds (HK$ thousand) | | :--- | :--- | :--- | :--- | | General working capital | 1,700 | 1,700 | – | | Business development | 2,000 | 2,000 | – | | Repayment of outstanding liabilities | 850 | 850 | – | | Total | 4,550 | 4,550 | – | - All shares issued under the placing were allotted to Mr. Lee Cheong Sun, an independent third party of the Company[95] Changes in Directors The Board experienced several changes during the period, including the removal of Mr. Tang Hung Kong, Ms. Leung Li, and Mr. Wong Oi Chun as executive directors due to prolonged absence from meetings, the resignation of Ms. Shen Tai Ju as a non-executive director, the appointment of Mr. Chan Yuen Lung as executive director and chairman, and adjustments to the roles of Mr. Li Tao and Mr. Lo Shing Shan - The executive directorships of Mr. Tang Hung Kong, Ms. Leung Li, and Mr. Wong Oi Chun were revoked, effective March 14, 2025, due to prolonged absence from Board meetings[97] - Mr. Chan Yuen Lung was appointed executive director and chairman of the Board on May 20, 2025[99] - Ms. Shen Tai Ju resigned as a non-executive director due to other business commitments, effective June 12, 2025[99] Audit Committee The Audit Committee, composed of three independent non-executive directors, reviewed the Group's unaudited condensed consolidated financial statements for the period and deemed them compliant with applicable accounting standards, GEM Listing Rules, and adequately disclosed - The Audit Committee comprises three independent non-executive directors: Mr. Tsang Ching Fung (Chairman), Mr. Lo Shing Shan, and Mr. Chow Yick[102] - The Audit Committee reviewed the Group's unaudited condensed consolidated financial statements for the period and deemed them compliant with applicable accounting standards, GEM Listing Rules, and adequately disclosed[102]