卓悦控股(00653) - 2025 - 年度业绩

Report Overview Provides an overview of the company's financial performance and reporting period, noting the change in fiscal year-end Company Information and Reporting Period Bonjour Holdings Limited (Stock Code: 653) announced its audited annual results for the 18 months ended June 30, 2025, with comparative figures for the year ended December 31, 2023, following a change in fiscal year-end - The company changed its fiscal year-end from December 31 to June 30, with the current period covering 18 months from January 1, 2024, to June 30, 2025[8] Consolidated Financial Statements Presents the company's financial performance and position, including profit or loss, comprehensive income, and financial standing Consolidated Statement of Profit or Loss The company transitioned from profit to loss, experiencing a significant decline in turnover and reporting a net loss of HK$278 million, with a loss per share of 91.6 HK cents Consolidated Statement of Profit or Loss Key Data | Metric | 18 Months Ended June 30, 2025 (HK$ thousand) | Year Ended December 31, 2023 (HK$ thousand) | | :--- | :--- | :--- | | Turnover | 90,968 | 950,271 | | Gross Profit | 34,454 | 63,052 | | (Loss)/Profit from Operations | (99,816) | 43,217 | | (Loss)/Profit for the Period/Year | (278,357) | 53,971 | | (Loss)/Earnings Per Share | (91.6) HK cents | 29.1 HK cents | Consolidated Statement of Profit or Loss and Other Comprehensive Income The company reported a total comprehensive expense of HK$277 million for the period, primarily due to the period's loss, contrasting with comprehensive income in the prior year Consolidated Statement of Profit or Loss and Other Comprehensive Income Key Data | Metric | 18 Months Ended June 30, 2025 (HK$ thousand) | Year Ended December 31, 2023 (HK$ thousand) | | :--- | :--- | :--- | | Total Comprehensive (Expense)/Income for the Period/Year | (277,526) | 49,333 | Consolidated Statement of Financial Position As of June 30, 2025, the company's net assets significantly decreased, and net current liabilities substantially increased, indicating liquidity pressure Consolidated Statement of Financial Position Key Data | Metric | June 30, 2025 (HK$ thousand) | December 31, 2023 (HK$ thousand) | | :--- | :--- | :--- | | Non-current Assets | 228,966 | 409,733 | | Current Assets | 26,805 | 94,375 | | Current Liabilities | 189,067 | 147,369 | | Net Current Liabilities | (162,262) | (52,994) | | Net Assets | 51,459 | 282,236 | Notes to Consolidated Financial Statements Provides detailed explanations and disclosures supporting the consolidated financial statements, covering accounting policies and specific financial items General Information and Basis of Preparation The company is an investment holding company listed on the HKEX, with its fiscal year-end changed to June 30, and lost control of Hop Fung Lung Limited on January 9, 2023 - The fiscal year-end changed from December 31 to June 30, with the current period covering 18 months from January 1, 2024, to June 30, 2025[8] - The Group lost control over Hop Fung Lung Limited on January 9, 2023[7] Going Concern Assessment Despite net current liabilities and operating cash outflows, the Board has implemented measures like rights issue, shareholder support, and cost control to improve liquidity, preparing financial statements on a going concern basis - As of June 30, 2025, net cash outflow from operating activities was HK$58,756 thousand, and net current liabilities were HK$162,262 thousand[11] - Controlling shareholder Mr. Chan Kin Man committed to providing continued financial support to ensure working capital needs for at least the next 12 months[11] - The company completed a rights issue and proposed a share placement to improve working capital[11] - The Board prepared cash flow forecasts and has HK$90,632 thousand in unutilized banking facilities from Mr. Chan[12] Adoption of New and Revised HKFRSs Several new and revised HKFRSs were first applied this period with no significant impact on current or prior period results, though HKFRS 18 is expected to affect future financial statement presentation and disclosures - The period saw the first-time application of HKFRS 16 (Amendments), HKAS 1 (Amendments), and others, with no significant impact on the preparation or presentation of results and financial position for current or prior periods[14] - HKFRS 18 will introduce new presentation subtotals, disclosures for management-defined performance measures, and enhanced disaggregation guidance, expected to impact future financial statement presentation[18][19][20] Turnover During the reporting period, the Group's turnover significantly decreased, primarily due to a sharp decline in technology product sales and a reduction in beauty, health, and lifestyle product sales Turnover Analysis by Major Product Category | Product Category | 18 Months Ended June 30, 2025 (HK$ thousand) | Year Ended December 31, 2023 (HK$ thousand) | | :--- | :--- | :--- | | Sales of beauty, health and lifestyle products | 54,518 | 64,824 | | Sales of technology products | 36,450 | 885,447 | | Total | 90,968 | 950,271 | Segment Information During the period, the Group's operations were segmented into wholesale and retail of beauty, health, and lifestyle products, and wholesale of technology products; the latter's significant turnover decline led to overall revenue reduction Reportable Segment Information The technology products segment experienced a significant decline in turnover and gross profit during the period, while the beauty, health, and lifestyle products segment maintained relatively stable gross profit contributions Reportable Segment Turnover and Gross Profit | Metric | Beauty, Health and Lifestyle Products (HK$ thousand) | Wholesale of Technology Products (HK$ thousand) | Total (HK$ thousand) | | :--- | :--- | :--- | :--- | | 18 Months Ended June 30, 2025 | | | | | Turnover | 54,518 | 36,450 | 90,968 | | Gross Profit | 34,127 | 327 | 34,454 | | Year Ended December 31, 2023 | | | | | Turnover | 64,824 | 885,447 | 950,271 | | Gross Profit | 46,732 | 16,320 | 63,052 | Disaggregation of Revenue from Contracts with Customers All of the Group's revenue from contracts with customers is recognized at a point in time - All revenue is recognized at a point in time[24] Geographical Information The Group's turnover primarily originates from the Hong Kong market, with Macau contributing less, and non-current assets are also predominantly concentrated in Hong Kong Turnover and Non-current Assets by Geographical Region | Region | Turnover for 18 Months Ended June 30, 2025 (HK$ thousand) | Turnover for Year Ended December 31, 2023 (HK$ thousand) | | :--- | :--- | :--- | | Hong Kong | 86,883 | 934,619 | | Macau | 4,085 | 15,652 | | Total | 90,968 | 950,271 | | | | | | Region | Non-current Assets as of June 30, 2025 (HK$ thousand) | Non-current Assets as of December 31, 2023 (HK$ thousand) | | :--- | :--- | :--- | | Hong Kong | 13,651 | 38,187 | | Macau | – | 195 | | Total | 13,651 | 38,382 | Revenue from Major Customers During the period, the composition of major customers shifted, with a significant reduction in contributions from technology product customer A, and beauty, health, and lifestyle product customer C emerging as a new major customer Revenue from Major Customers | Customer | 18 Months Ended June 30, 2025 (HK$ thousand) | Year Ended December 31, 2023 (HK$ thousand) | | :--- | :--- | :--- | | Wholesale of technology products: Customer A | 14,357 | 393,878 | | Wholesale of technology products: Customer B | – | 198,065 | | Wholesale of beauty, health and lifestyle products: Customer C | 23,331 | – | - For the 18 months ended June 30, 2025, Customer B did not contribute more than 10% of the Group's turnover[26] Other Income Other income significantly increased during the period, primarily due to a gain of HK$28,705 thousand from the derecognition of financial liabilities Other Income Details | Item | 18 Months Ended June 30, 2025 (HK$ thousand) | Year Ended December 31, 2023 (HK$ thousand) | | :--- | :--- | :--- | | Government grants | 106 | 4,734 | | Rental income | 5,411 | 291 | | Derecognition of financial liabilities | 28,705 | – | | Total | 38,794 | 9,628 | - Derecognition of financial liabilities amounted to HK$28,705 thousand due to the cancellation of creditor registration[27] Finance Costs Finance costs increased during the period, primarily driven by higher interest expenses on bank and other borrowings, and amounts due to the controlling shareholder Finance Costs Details | Item | 18 Months Ended June 30, 2025 (HK$ thousand) | Year Ended December 31, 2023 (HK$ thousand) | | :--- | :--- | :--- | | Interest expense on lease liabilities | 5,962 | 6,796 | | Interest expense on bank and other borrowings | 12,809 | 4,899 | | Interest expense on amounts due to controlling shareholder | 4,077 | 1,648 | | Total | 24,860 | 13,381 | Income Tax Credit/(Expense) The Group recorded an income tax credit of HK$80 thousand for the period, primarily from the reversal of over-provision for overseas tax in prior years Income Tax Credit/(Expense) Details | Item | 18 Months Ended June 30, 2025 (HK$ thousand) | Year Ended December 31, 2023 (HK$ thousand) | | :--- | :--- | :--- | | Current tax – Hong Kong Profits Tax: Provision for the period/year | – | (640) | | Current tax – Overseas: Over-provision in prior years | 80 | – | | Total | 80 | (640) | Loss/Profit for the Period/Year The Group incurred a loss during the period, primarily influenced by cost of goods sold, depreciation of right-of-use assets, staff costs, and loss on disposal of property, plant, and equipment Key Items Affecting Loss/Profit for the Period/Year | Item | 18 Months Ended June 30, 2025 (HK$ thousand) | Year Ended December 31, 2023 (HK$ thousand) | | :--- | :--- | :--- | | Auditor's remuneration | 2,260 | 2,380 | | Cost of goods sold | 56,514 | 887,219 | | Depreciation of property, plant and equipment | 764 | 247 | | Depreciation of right-of-use assets | 27,161 | 23,396 | | Staff costs, including directors' emoluments | 51,486 | 56,814 | - Cost of goods sold included a reversal of provision for slow-moving inventories of HK$3,649 thousand (2023: HK$12,560 thousand), due to increased estimated net realizable value of inventories from changes in market demand[31] Dividends The Board does not recommend the payment of any dividends for the current period or prior year - The Directors do not recommend the payment of any interim and final dividends attributable to owners of the Company for the current period and prior year[32] Loss/Earnings Per Share For the period, basic and diluted loss per share was 91.6 HK cents, compared to earnings per share of 29.1 HK cents in the prior year Loss/Earnings Per Share Calculation Data | Metric | 18 Months Ended June 30, 2025 | Year Ended December 31, 2023 | | :--- | :--- | :--- | | (Loss)/Profit attributable to owners of the Company | (278,357) HK$ thousand | 53,971 HK$ thousand | | Weighted average number of ordinary shares | 303,748,707 | 185,154,053 | | (Loss)/Earnings Per Share | (91.6) HK cents | 29.1 HK cents | - The effect of potential ordinary shares was dilutive for both the current period and prior year[33] Financial Assets at FVTOCI As of June 30, 2025, the Group's investment in unlisted equity securities increased to HK$676 thousand, primarily for strategic investment purposes Financial Assets at FVTOCI | Item | June 30, 2025 (HK$ thousand) | December 31, 2023 (HK$ thousand) | | :--- | :--- | :--- | | Unlisted equity securities | 676 | 409 | - These investments are denominated in USD and designated as at fair value through other comprehensive income for strategic investment purposes[34] Investment in a Joint Venture During the period, the Group's investment in CR Business Innovation Investment Fund L.P. was reclassified from a joint venture to a financial asset at fair value through profit or loss due to a change in influence, resulting in recognized losses - The Group's investment in CR Business Innovation Investment Fund L.P. was reclassified from 'Investment in a joint venture' to 'Financial assets at fair value through profit or loss'[35] - This resulted in a recognized share of loss from the joint venture of HK$59,094 thousand and an accounting loss of HK$46,921 thousand from deemed disposal[35] - The fund primarily engages in property investment, with the Group holding a 75% ownership interest[35] Trade Receivables As of June 30, 2025, total trade receivables significantly increased, accompanied by a substantial rise in the provision for expected credit losses Net Trade Receivables and Loss Provision | Item | June 30, 2025 (HK$ thousand) | December 31, 2023 (HK$ thousand) | | :--- | :--- | :--- | | Gross trade receivables | 25,434 | 2,003 | | Less: Loss allowance for expected credit losses | (16,283) | (843) | | Net trade receivables | 9,151 | 1,160 | - Wholesale customers have credit terms of 30 to 120 days, while retail sales customers (e-commerce) have 30-day credit terms[37] - The loss allowance for trade receivables increased from HK$843 thousand on January 1, 2023, to HK$16,283 thousand on June 30, 2025[38] Trade Payables As of June 30, 2025, total trade payables increased, with a significant portion comprising amounts aged over 120 days Trade Payables Aging Analysis | Aging | June 30, 2025 (HK$ thousand) | December 31, 2023 (HK$ thousand) | | :--- | :--- | :--- | | 0-30 days | 1,830 | 89 | | Over 120 days | 4,098 | 4,680 | | Total | 5,949 | 4,811 | - Local suppliers have credit terms of 30 to 120 days, while overseas suppliers require 30% to 50% upfront payment[39] Share Capital During the period, the company underwent capital reorganization, including share consolidation, capital reduction, and subdivision, resulting in reduced issued share capital and new shares issued through shareholder loan capitalization - The company held an EGM on September 30, 2024, to address capital reorganization matters, including share consolidation, capital reduction, and subdivision[44][47] Changes in Issued and Fully Paid Share Capital | Item | June 30, 2025 (HK$ thousand) | December 31, 2023 (HK$ thousand) | | :--- | :--- | :--- | | At January 1 | 47,543 | 35,126 | | Share consolidation, capital reduction and subdivision | (45,166) | – | | Shares issued under shareholder loan capitalization | 2,100 | 12,417 | | At end of period | 4,477 | 47,543 | - Issued 210,000,000 shares through shareholder loan capitalization, offsetting approximately HK$33,180 thousand in shareholder loans[43][87][88] Events After the Reporting Period (Notes) Subsequent to the reporting period, the company allotted and issued 951,290,838 ordinary shares on a rights issue basis on September 16, 2025 - On September 16, 2025, the company allotted and issued 951,290,838 ordinary shares on a rights issue basis[46] Management Discussion and Analysis Provides management's perspective on the Group's financial performance, operational highlights, market conditions, and strategic outlook Annual Results Overview Bonjour's turnover significantly dropped by 90% to HK$91,000 thousand for the period, reporting a HK$278,400 thousand loss, mainly due to non-operating expenses and non-cash accounting provisions, with core business loss at HK$75,700 thousand after adjustments Annual Results Overview | Metric | 18 Months Ended June 30, 2025 | Year Ended December 31, 2023 | | :--- | :--- | :--- | | Turnover | 91,000 HK$ thousand | 950,300 HK$ thousand | | (Loss)/Profit for the Year | (278,400) HK$ thousand | 54,000 HK$ thousand | | (Loss)/Earnings Per Share | (91.6) HK cents | 29.1 HK cents | - Turnover decreased by 90% year-on-year[48] - The loss was primarily impacted by non-operating expenses and non-cash accounting provisions of approximately HK$202,700 thousand, including fund investment losses of HK$153,800 thousand and impairment provisions for trade receivables of HK$48,900 thousand[48][52] - Excluding these special items, the Group's core business generated a loss of approximately HK$75,700 thousand[48] Market Overview: Hong Kong Retail and Global Dynamics Hong Kong's retail sector faces slow post-pandemic recovery, suppressed local consumer confidence, geopolitical tensions, and supply chain disruptions, while digital transformation and cross-border e-commerce in the Greater Bay Area offer new growth opportunities Local Retail Challenges Hong Kong's retail market recovery is uneven, with tourism shifting to experiential demand and luxury retail under pressure, while rising living costs and inflation curb local consumer confidence, leading to cautious spending - Hong Kong's post-pandemic retail recovery is uneven, with some core sectors rebounding slower than expected, tourism demand shifting to experiential, and luxury retail facing pressure[50] - Rising living costs and inflationary pressures suppress local consumer confidence, leading to more cautious spending patterns[50] Digital Transformation Digital transformation accelerates with e-commerce penetration exceeding 25% of total retail revenue, as retailers adopt omnichannel strategies, AI-driven personalization, social commerce, and live streaming sales - E-commerce penetration surged, with online sales accounting for over 25% of total retail revenue in 2024/2025, up from 15% in 2022 and 20% in 2023[51] - Retailers increasingly adopt omnichannel strategies, integrating online-to-offline (O2O) experiences, and leveraging AI-driven personalized marketing, social commerce platforms, and live streaming sales[51] Global Headwinds Hong Kong's retail sector faces global challenges including geopolitical tensions, supply chain disruptions driving up import costs, and a growing emphasis on eco-conscious consumption, pushing retailers towards sustainable practices - Geopolitical tensions, such as US-China trade friction and currency fluctuations like a stronger Hong Kong dollar, diminish Hong Kong's appeal to travelers from weaker currency regions[57] - Supply chain disruptions have driven up import costs for electronics, fashion, and luxury goods, forcing retailers to adjust pricing strategies, potentially impacting sales volumes broadly[57] - The global emphasis on eco-conscious consumption drives retailers to implement sustainable initiatives, transitioning from ethical sourcing to carbon-neutral operations[57] Cross-border E-commerce The Greater Bay Area's middle class, with over RMB2.3 trillion in disposable income, represents a significant demand source for international premium goods, making cross-border e-commerce platforms crucial for reaching this demographic - The Greater Bay Area's middle class has over RMB2.3 trillion in total disposable income, making it a significant source of demand for international premium goods[54] - Cross-border e-commerce platforms overcome traditional logistics constraints, becoming a key channel to efficiently reach this demographic, offering a seamless premium product selection experience[54] Strategic Outlook (Market) Despite structural challenges, Hong Kong's retail sector demonstrates strong resilience through innovative technology, sustainable practices, and cross-border collaboration; future success favors companies prioritizing omnichannel experiences, data-driven decisions, and regional integration - Hong Kong's retail sector demonstrates strong resilience through innovative technology applications, sustainable development practices, and cross-border collaboration[55] - In the future, leading enterprises will prioritize omnichannel experiences, data-driven decision-making, and regional synergy[55] - HKMALL, as a leading cross-border e-commerce platform, assists Hong Kong retailers in tapping into the high-spending demographic of the Greater Bay Area and global markets[56] Business Review Since 2020, the Group has transformed by ceasing traditional physical retail, focusing resources on upgrading the 'HKMALL' e-commerce platform, and developing a new O2O B2B model, expanding its product portfolio to 'beauty, health, and lifestyle' and building an omnichannel ecosystem through technological innovation, despite short-term turnover decline Transformation Strategy and Achievements The Group ceased traditional physical retail, concentrating resources on upgrading the 'HKMALL' e-commerce platform and developing a new O2O B2B model, expanding its product range to 'beauty, health, and lifestyle,' significantly increasing platform suppliers and products, and establishing bonded warehouse operations in Hainan and Guangzhou - The Group ceased traditional physical retail store operations, concentrating resources on upgrading the 'HKMALL' e-commerce platform and developing a new B2B business model centered on online-to-offline (O2O) operations[58] - The product range expanded from pure beauty to the 'beauty, health, and lifestyle' sector[59] - 'HKMALL' now features over 390,000 products and 4,600 suppliers, a significant increase from 2023[59] - Established bonded warehouse operating systems in Hainan and Guangzhou, investing significant resources to strengthen cross-border sales capabilities and multi-channel strategies[59] - Partnered with mainland's renowned shopping platform 'Happy Shopping' to pilot sales of the 'Suisse Reborn' skincare series, establishing a dedicated product space of over 10,000 square feet for KOL product selection and live stream promotion[60] - The decline in turnover was primarily due to global economic challenges, strategic restructuring of retail infrastructure, and strategic investments in bonded warehouse operations[61][63] Flagship Platform: Bonjour Beauty and Lifestyle Experience 'HKMALL,' a leading e-commerce platform, offers diverse beauty, skincare, health, and lifestyle products through self-operated and consignment models, featuring a 'Bonjour Global Outlet' zone with over 100 international brands and exclusive high-end agency brands - 'HKMALL' is a leading e-commerce platform offering a diverse range of beauty, skincare, health, and lifestyle products through both self-operated and consignment models[62] - The platform includes the 'Bonjour Global Outlet' e-commerce zone, featuring over 100 renowned international brands and exclusive agency for high-end brands like 'Suisse Reborn' and 'Dr. Bauer'[62] - 'HKMALL' adheres to the philosophy of 'quality and high cost-effectiveness,' with a professional team continuously tracking market trends and consumer behavior[62] Strategic Cooperation and Industry Innovation Leadership The Group supports SME digital transformation, operates the 'Hong Kong Industry Innovation Centre' (HKIIC) as an incubator, and deepens strategic cooperation with Guangzhou and Hainan bonded warehousing facilities to expand cross-border wholesale business - Provides high-end e-commerce solutions and smart retail systems to accelerate the digital transformation of traditional industries[65] - Leads the operation of the 'Hong Kong Industry Innovation Centre' (HKIIC), driving digital transformation through 'industry + technology + capital' synergy, and is certified by Hong Kong Cyberport's 'Accelerator Support Programme'[65] - Deepens strategic cooperation with Guangzhou and Hainan bonded warehousing facilities, strengthening wholesale capabilities and optimizing logistics and distribution networks[66] - Will expand cross-border wholesale business in the future, becoming a key facilitator for international suppliers to enter and expand into mainland China's vast consumer market[66] Strategic Outlook (Company Strategy) The Group, centered on a 'technology + consumption' framework, continuously adjusts its business model to adapt to emerging trends, aiming for sustainable growth through the 'HKMALL' platform, an omnichannel ecosystem, operational efficiency, and cross-border expansion strategies HKMALL Leads Retail Innovation 'HKMALL,' as the Group's core e-commerce platform, serves as a flagship portal and empowers merchants to establish scalable digital stores, helping Hong Kong SMEs rapidly transition to agile digital business models - 'HKMALL,' as the core e-commerce platform, empowers merchants to establish scalable digital stores, assisting Hong Kong SMEs in rapidly transitioning from traditional operating models to agile digital business models[68] Omni-channel Ecosystem Development The Group fosters strategic partnerships with suppliers through an omnichannel retail network, uses data insights to optimize supply chain dynamics, curates diverse product portfolios to meet evolving consumer demands, and prioritizes exclusive distribution partnerships - Establishes strategic partnerships with suppliers through an omnichannel retail network, utilizing data insights on consumer behavior, product trends, and purchasing patterns to optimize supply chain dynamics[69] - The Group will further curate a diversified product portfolio aligned with its 'Better Living' mission, prioritizing exclusive distribution partnerships to optimize risk management and profit expansion[69] Operational Efficiency and Sustainable Development The Group significantly enhances operational efficiency and per capita productivity through automation and AI-driven workflows, while committing to sustainable development by implementing paperless transactions and resource-saving processes, aligning with global ESG standards - Through automation and AI-driven workflows, the Group significantly enhances operational efficiency, reducing redundancy and increasing per capita productivity[70] - The Group is also committed to sustainable development, implementing paperless transactions and resource-saving processes, aligning with global ESG standards and reducing its environmental footprint[70] Cross-border Growth and Collaborative Commerce The Group invests in Guangzhou and Hainan bonded warehouses to strengthen cross-border B2B capabilities, deploys AI-driven bonded vending machines in the Greater Bay Area to create an O2O integrated ecosystem, and builds an influencer commerce network with KOLs on a consignment model for asset-light incremental revenue - The Group strengthens cross-border B2B capabilities by investing in Guangzhou and Hainan bonded warehouses, and deploys AI-driven bonded vending machines in high-traffic subway hubs to create an online-to-offline (O2O) integrated ecosystem[71] - The Group also established a robust influencer commerce network, collaborating with Key Opinion Leaders (KOLs) on a consignment model; this asset-light approach eliminates KOL inventory risk while enhancing product exposure, driving incremental revenue at minimal cost[71] Confidence in Future Growth Despite slow traditional retail recovery, the Group's strategic investments in new retail technology and cross-border expansion lay the foundation for future growth, with the 'HKMALL' platform and wholesale business driving new O2O global trade opportunities, positioning the Group as a key bridge for mainland enterprises to go global - Despite the slow recovery of the Group's traditional retail business in 2024, strategic investments in new retail technology and cross-border expansion lay the foundation for business revitalization in 2025 and beyond[72] - The Group's HKMALL platform and wholesale business are jointly driving new O2O global trade opportunities, becoming powerful growth engines for the Group[72] - With its unique positioning, the Group serves as a crucial bridge assisting mainland enterprises in expanding overseas and into international markets, providing one-stop solutions for global outreach and expansion[72] Financial Review Facing challenges in the Hong Kong retail market, the Group's turnover significantly decreased by 90%, gross profit declined by 45%, and a loss was recorded; net current liabilities substantially increased, and the current ratio decreased, but management plans to leverage digital transformation to improve financial performance Overview Hong Kong's retail market faces challenges from changing consumer habits, reduced cross-border spending, fewer high-value consumers, and rising unemployment; the Group's turnover decreased by 90%, with technology product sales down 96% and e-commerce down 37%, while overall gross profit declined by 45% but gross profit margin improved - Hong Kong's retail market faces challenges including changing consumer habits, reduced cross-border consumption, fewer high-value consumers, and rising unemployment[74] - E-commerce consumers prioritize cost, flexible delivery options, and return policies, while social media and personalized solutions remain drivers of purchasing behavior[75] - Turnover reached HK$91,000 thousand, a 90% year-on-year decrease[76] - Technology product sales decreased by 96% compared to 2023, and e-commerce business decreased by 37%[76] - Overall gross profit decreased by 45%, while the gross profit margin percentage improved by 31%[76] - The gross profit margin for wholesale and retail of beauty, health, and lifestyle products was 63% (2023: 72%), and for wholesale of technology products was 1% (2023: 2%)[76] - Recorded a loss of HK$278,400 thousand, with a core business loss of HK$75,700 thousand[76][77] Cash Flow and Liquidity As of June 30, 2025, the Group's bank and cash balances decreased, net current liabilities significantly increased, and liquidity and net gearing ratios worsened, though net cash outflow from operating activities remained stable, and net cash inflow from financing activities improved Cash Flow and Liquidity Indicators | Metric | June 30, 2025 | December 31, 2023 | | :--- | :--- | :--- | | Bank and cash balances | 3,900 HK$ thousand | 16,100 HK$ thousand | | Net current liabilities | 162,300 HK$ thousand | 53,000 HK$ thousand | | Current ratio | 0.14 | 0.64 | | Net gearing ratio | 1.97 | 0.41 | | Total liabilities to shareholders' equity ratio | 4.0 | 4.0 | Cash Flow Activities | Activity | 18 Months Ended June 30, 2025 | Year Ended December 31, 2023 | | :--- | :--- | :--- | | Net cash outflow from operating activities | 58,800 HK$ thousand | 59,000 HK$ thousand | | Net cash outflow from investing activities | 1,300 HK$ thousand | Net inflow 6,700 HK$ thousand | | Net cash inflow from financing activities | 47,900 HK$ thousand | Net outflow 50,400 HK$ thousand | Extract from Independent Auditor's Report Presents key findings from the independent auditor's report, including their opinion on the financial statements and any material uncertainties regarding going concern Opinion The auditor opines that the consolidated financial statements fairly present the Group's financial position, performance, and cash flows in accordance with HKFRSs and are properly prepared under the Hong Kong Companies Ordinance - The auditor believes that the consolidated financial statements fairly present the Group's consolidated financial position as of June 30, 2025, and its consolidated financial performance and cash flows for the 18 months ended June 30, 2025, in accordance with Hong Kong Financial Reporting Standards issued by the HKICPA, and have been properly prepared in compliance with the Hong Kong Companies Ordinance[82] Material Uncertainty Related to Going Concern The auditor noted significant uncertainties regarding the Group's going concern ability, as described in Note 1 to the consolidated financial statements, but did not modify their opinion based on this matter - The auditor noted that Note 1 to the consolidated financial statements describes key circumstances raising doubt about the Group's ability to continue as a going concern; these events or conditions indicate a material uncertainty that may cast significant doubt on the Group's going concern ability, but the auditor did not modify their opinion on this matter[83] Other Information Provides additional disclosures on various corporate matters, including contingent liabilities, litigation, capital structure, and corporate governance practices Contingent Liabilities As of June 30, 2025, the Group had no significant contingent liabilities - As of June 30, 2025, the Group had no significant contingent liabilities (December 31, 2023: none)[84] Litigation The Group is involved in ongoing legal proceedings and claims, for which management has made full provisions and is seeking favorable settlements - As of June 30, 2025, the Group was involved in a series of ongoing legal proceedings and claims; management has made full provisions for the amounts involved and is seeking favorable settlements with the litigants[85] Foreign Exchange and Bank Borrowing Interest Rate Risk The Group faces limited foreign exchange fluctuation risk as most assets and transactions are settled in HKD, MOP, and RMB, with bank borrowings of approximately HK$73,000 thousand bearing fixed and floating interest rates - Foreign exchange fluctuation risk is limited as most of the Group's assets, receipts, and payments are primarily settled in HKD, MOP, and RMB, with a small portion in JPY and EUR[86] - As of June 30, 2025, the Group had bank and other borrowings amounting to approximately HK$73,000 thousand (December 31, 2023: approximately HK$47,500 thousand); these bank borrowings bear interest at fixed and floating rates based on short-term interbank offer rates[86] Capital Structure and Connected Transactions During the reporting period, the company underwent capital reorganization, including share consolidation, capital reduction, and subdivision, and capitalized a shareholder loan from the controlling shareholder into new shares through a connected transaction to improve its capital structure - The company held an EGM on September 30, 2024, approving capital reorganization matters including share consolidation, capital reduction, and subdivision[87][89] - Entered into a subscription agreement with controlling shareholder Mr. Chan Kin Man to capitalize approximately HK$33,180 thousand of shareholder loans into 210,000,000 subscription shares[87][91] - This loan capitalization constituted a connected transaction, reviewed and approved at an EGM on January 10, 2025[92][93][94] Pledge of Group's Assets As of June 30, 2025, the Group had no assets pledged - As of June 30, 2025, the Group had no assets pledged (December 31, 2023: no assets were pledged for banking facilities granted to the Group)[90] Significant Acquisitions or Disposals Aside from changes in joint venture investments disclosed in Note 12 to the consolidated financial statements, there were no other significant acquisitions or disposals of subsidiaries and associates during the reporting period - Except as disclosed in Note 12 to the consolidated financial statements, there were no other significant acquisitions or disposals of subsidiaries and associates during the period[95] Future Plans for Material Investments and Capital Assets The Board will consider investment and capital asset plans that can improve the company's profitability and liquidity - The Board will consider investment and capital asset plans that can improve the company's profitability and liquidity[96] Human Resources As of June 30, 2025, the Group employed approximately 59 staff in Hong Kong, with significantly streamlined staff costs, emphasizing talent development through competitive compensation, benefits, and training - As of June 30, 2025, the Group employed approximately 59 (2023: approximately 158) full-time and part-time employees in Hong Kong[97] - Staff costs (including directors' emoluments) were significantly streamlined during the period, amounting to approximately HK$51,500 thousand (2023: approximately HK$59,100 thousand)[97] - The Group provides Mandatory Provident Fund schemes, medical insurance plans, staff purchase discounts, and training courses[97] Events After the Reporting Period (MD&A) Subsequent to the reporting period, the company allotted and issued 951,290,838 ordinary shares on a rights issue basis on September 16, 2025 - On September 16, 2025, 951,290,838 ordinary shares were allotted and issued on a non-underwritten rights issue basis, at a ratio of three rights shares for every one existing share held on the record date[98] Purchase, Sale or Redemption of Listed Securities During the reporting period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any listed securities - Except as disclosed in this announcement, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities during the period[99] Directors' Securities Transactions Upon inquiry, all directors confirmed compliance with the standard code for securities transactions by directors of listed issuers during the reporting period - Following specific inquiries to all Directors, the company confirmed that all Directors have complied with the required standards set out in the Model Code throughout the period[101] Corporate Governance Practices The company is committed to good corporate governance and complied with all applicable code provisions of the Corporate Governance Code in Appendix C1 of the HKEX Listing Rules during the reporting period - During the period, the company applied the principles of good corporate governance and complied with all applicable code provisions set out in the Corporate Governance Code in Appendix C1 of the HKEX Listing Rules[102] Audit Committee The Audit Committee, comprising three independent non-executive directors, reviews external audits, risk management, internal control systems, and financial statements, providing recommendations to the Board, and held four meetings during the period - The Audit Committee comprises three independent non-executive Directors: Mr. Kwok Chi Shing (Chairman), Mr. Li Kwun Kwan, and Mr. Yan Cheuk Ning[104] - The Audit Committee's responsibilities include reviewing and discussing the effectiveness of the Group's external audit, risk management, and internal control systems, reviewing the company's annual report, accounts, and interim reports, and providing advice and recommendations to the Board[105] - During the period, the Audit Committee held four meetings, with all members achieving a 4/4 attendance rate[105][107] Publication of Annual Results Announcement and Board Composition The annual results announcement has been published on the company and HKEX websites, with the annual report to be dispatched to shareholders in due course; the Board comprises two executive directors and three independent non-executive directors - The annual results announcement is published on the company's website (http://corp.bonjourhk.com) and the HKEX website (www.hkexnews.hk)[108](index=108&type=chunk) - The Board comprises executive Directors Mr. Chan Kin Man and Ms. Chiu Lai Kuen; and independent non-executive Directors Mr. Kwok Chi Shing, Mr. Li Kwun Kwan, and Mr. Yan Cheuk Ning[109]