Royal International : Annual Report 2022-23

控股國際有限公司

ROYAL GROUP HOLDINGS

International Company Limited

ANNUAL REPORT

2022/23

CHARACTERISTICS OF GEM OF THE STOCK EXCHANGE OF HONG KONG LIMITED (THE "STOCK EXCHANGE")

GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.

Given that the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM.

Hong Kong Exchanges and Clearing Limited and the Stock Exchange take no responsibility for the contents of this annual report, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this annual report.

This annual report, for which the directors (collectively the "Directors" and individually a "Director") of Royal Group Holdings International Company Limited (formerly known as Royal Catering Group Holdings Company Limited) (the "Company", together with its subsidiaries, the "Group", "we", "our" or "us") collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on GEM of the Stock Exchange (the "GEM Listing Rules") for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief, the information contained in this annual report is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this annual report misleading.

ROYAL GROUP HOLDINGS INTERNATIONAL COMPANY LIMITED

ANNUAL REPORT

2022/23

CONTENTS

	Pages
Corporate Information	2
Chairman's Statement	3
Financial Highlights	4
Management Discussion and Analysis	5
Biographical Details of Directors and Senior Management	18
Corporate Governance Report	22
Report of Directors	40
Independent Auditors' Report	54
Consolidated Statement of Profit or Loss and
Other Comprehensive Income	59
Consolidated Statement of Financial Position	60
Consolidated Statement of Changes in Equity	62
Consolidated Statement of Cash Flows	63
Notes to the Consolidated Financial Statements	65
Financial Summary	132

ROYAL GROUP HOLDINGS INTERNATIONAL COMPANY LIMITED • ANNUAL REPORT 2022/23

CORPORATE INFORMATION

BOARD OF DIRECTORS	LEGAL ADVISER TO THE COMPANY
Executive Directors	As to Hong Kong law
Mr. Wong Man Wai (Chairman and Chief Executive Officer)	ONC Lawyers
Mr. Chan Chak To Raymond	19th Floor, Three Exchange Square
Ms. Lam Wai Kwan	8 Connaught Place
	Central, Hong Kong
Independent non-executive Directors	PRINCIPAL BANKERS
Mr. Ma Yiu Ho Peter
Mr. Cai Chun Fai	Nanyang Commercial Bank, Ltd.
Mr. Ng Sai Cheong	151 Des Voeux Road Central, Hong Kong
COMPLIANCE OFFICER	Bank of China (Hong Kong) Limited
Mr. Wong Man Wai	Bank of China Tower, 1 Garden Road
AUTHORISED REPRESENTATIVES	Hong Kong
Mr. Wong Man Wai	Chong Hing Bank Limited
Mr. Ng Shing Kin	Ground Floor, Chong Hing Bank Centre
COMPANY SECRETARY	24 Des Voeux Road Central, Hong Kong
HEADQUARTERS, HEAD OFFICE AND
Mr. Ng Shing Kin (HKICPA)
	PRINCIPAL PLACE OF BUSINESS IN
AUDIT COMMITTEE	HONG KONG
Mr. Ma Yiu Ho Peter (Chairman)	Unit 603, 6/F, Block A
Mr. Cai Chun Fai	Hong Kong Industrial Centre
Mr. Ng Sai Cheong	489-491 Castle Peak Road
REMUNERATION COMMITTEE	Kowloon, Hong Kong
PRINCIPAL SHARE REGISTRAR AND
Mr. Cai Chun Fai (Chairman)
Mr. Wong Man Wai	TRANSFER OFFICE
Mr. Ng Sai Cheong	Tricor Services (Cayman Islands) Limited
NOMINATION COMMITTEE	Third Floor, Century Yard, Cricket Square
P.O. Box 902, Grand Cayman, KY1-1103
Mr. Wong Man Wai (Chairman)	Cayman Islands
Mr. Cai Chun Fai	HONG KONG SHARE REGISTRARS
Mr. Ng Sai Cheong
INVESTMENT COMMITTEE	AND TRANSFER OFFICE
Tricor Investor Services Limited
Mr. Wong Man Wai (Chairman)	17/F, Far East Finance Centre
Ms. Lam Wai Kwan	16 Harcourt Road, Hong Kong
Mr. Ng Shing Kin	COMPANY WEBSITE
AUDITORS
www.hkrcg.com
HLB Hodgson Impey Cheng Limited	GEM STOCK CODE
Certified Public Accountants
	8300

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ROYAL GROUP HOLDINGS INTERNATIONAL COMPANY LIMITED • ANNUAL REPORT 2022/23

CHAIRMAN'S STATEMENT

Dear Shareholders,

On behalf of the board (the "Board") of Directors, I am pleased to present the annual report of the Company for the year ended 31 March 2023.

We are a large food and beverage group in Hong Kong operating casual dining restaurants under a portfolio of brands in Hong Kong. As at 31 March 2023, we operated four restaurants under the brands of "Du Hsiao Yueh Restaurant (度小

月)" and "Da Shia Taiwan (大呷台灣)" in the urban area of Hong Kong.

We have a long history of catering business in Hong Kong. We opened our first self-owned brand restaurant "Taiwan Beef Noodle (台灣牛肉麵)" in Kowloon City in 1993. Eyeing the potential of the catering business at the Hong Kong International Airport ("HKIA") at the material time, we operated our first restaurant under the brand "Taiwan Beef Noodle (台灣牛肉麵)" in 2005 and expanded our self-owned brand restaurant network at the HKIA since then, including the self- owned brand restaurants "Nosh Café & Bar" and "Macao Harbour (阿瑪港澳門餐廳)" in 2007, "Chinese Kitchen (中國廚

房)" in 2014 and "Coffee Express" in 2015, offering quality casual dining experience to customers who look for quality food in a quick and convenient manner at the HKIA. In 2019, we launched a new self-owned restaurant "Da Shia Taiwan (大呷台灣)" in Central, serving mainly Taiwanese delicacies to the local community.

On the other hand, we have obtained the franchising rights in Hong Kong of two famous catering brands, including "Du Hsiao Yueh Restaurant (度小月)", which is a household name of Taiwanese cuisine.

The year ended 31 March 2023 has been another difficult year for us. The dining industry in Hong Kong had been adversely affected by the outbreak of COVID-19 (the "Pandemic") since January 2020 and our Group was no exception. Following the emergence of the well-documented fifth wave of the Pandemic since January 2022, the Hong Kong government implemented stringent anti-epidemic measures which were effective for a considerable duration during the year ended 31 March 2023. As a result, the catering industry in Hong Kong had once again been severely affected, and the number of customers visiting our Group's restaurants has significantly decreased during the year ended 31 March 2023. With the easing of the Pandemic and the implementation of the relaxation of travel restrictions and stringent anti- epidemic measures (the "Relaxation Policy") during the first quarter of 2023, the number of visitors going to Hong Kong increased and hence the catering business was expected to be improved. However, the economic situation in Hong Kong, in particular the catering industry, remains uncertain. We will take conservative and prudent business strategies in order to support daily business operations and to cope with the economic uncertainty in the near future, as well as further diversifying our business and to identify and explore other business opportunities to achieve stable return, which we believe are in the interest and benefit of the Company and its shareholders (the "Shareholders") as a whole.

APPRECIATION

On behalf of the Board, I would like to express my sincere gratitude to our valued customers, business partners, and Shareholders for their persistent support, and express my appreciation to the management team and employees for their valuable contribution to the development of the Group. Finally, I would like to express my sincere appreciation to the officers of the Stock Exchange for their guidance.

Wong Man Wai

Chairman

Hong Kong, 27 June 2023

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