E-STATIONGTECH：INTERIMREPORT20242025.pdf

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1、INTERIM REPORT2024/2025(Incorporated in the Cayman Islands with limited liability)Stock Code:8475Stock Code:8475(Incorporated in the Cayman Islands with limited liability)E-STATION GREENTECHNO OGY GROUP CO.,LIMITEDL易站綠色科技集團有限公司CHARACTERISTICS OF GEM OF THE STOCK EXCHANGE OF HONG KONG LIMITED(THE“STO

2、CK EXCHANGE”AND THE“GEM”,RESPECTIVELY)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 investin

3、g 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 trade

4、d on the Main Board of the Stock Exchange 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 report,make no representation as to its accuracy or c

5、ompleteness 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 report.This report,for which the directors(the“Directors”and each a“Director”)of E-Station Green Technology Group Co.,Limited(the“Company”

6、and together with its subsidiaries,the“Group”)collectively and individually accept full responsibility,includes particulars given in compliance with the Rules Governing the Listing of Securities on GEM(the“GEM Listing Rules”)for the purpose of giving information with regard to the Company.The Direct

7、ors,having made all reasonable enquiries,confirm that to the best of their knowledge and belief,the information contained in this 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 her

8、ein or this report misleading.ContentsUnaudited Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income3Unaudited Condensed Consolidated Statement of Financial Position5Unaudited Condensed Consolidated Statement of Changes in Equity7Unaudited Condensed Consolidated Statemen

9、t of Cash Flows8Notes to the Unaudited Condensed Consolidated Financial Statements9Management Discussion and Analysis21Corporate Governance and Other Information30E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDINTERIM REPORT 2024-20253E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDINTERIM REPORT 2024-2025

10、INTERIM RESULTSThe board of Directors(the“Board”)presents the unaudited condensed consolidated financial statements of the Group for six months ended 28 February 2025(the“Period”and the“Unaudited Condensed Consolidated Financial Statements”,respectively)together with comparative unaudited figures fo

11、r the corresponding six months period in 2024(the“Last Corresponding Period”)and certain audited figures as at 31 August 2024 as follows:UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOMEFOR THE SIX MONTHS ENDED 28 FEBRUARY 2025Six months ended28 February 202

12、529 February2024HKD000HKD000Notes(unaudited)(unaudited)(restated)Revenue51,8572,528Other income657605Other gains,net62,797Cost of inventories consumed(409)(248)Staff costs(2,872)(4,084)Depreciation and amortisation(507)(215)Rental and related expenses(25)(1,861)Utility expenses(65)(163)Marketing and

13、 advertising expenses(14)(12)Franchise and licensing fees(64)Other operating expenses(1,533)(1,708)Finance costs7(137)(29)Loss before tax8(3,648)(2,454)Income tax credit9 Loss for the period(3,648)(2,454)Loss per share attributable to ordinary equity holders of the parent Basic and diluted(HKD)11(0.

14、05)(0.04)FOR THE SIX MONTHS ENDED 28 FEBRUARY 2025E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDINTERIM REPORT 2024-20254E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDINTERIM REPORT 2024-2025UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOMESix months ended28 Feb

15、ruary 202529 February2024HKD000HKD000(unaudited)(unaudited)(restated)Other comprehensive incomeItem that may be subsequently reclassified to profit or loss in the subsequent period:Exchange differences arising on translation of foreign operations(100)128Loss on disposal of subsidiaries(15)Total comp

16、rehensive loss for the period(3,763)(2,326)Loss for the period attributable to:Owners of the parent(3,530)(2,407)Non-controlling interests(118)(47)(3,648)(2,454)Total comprehensive loss attributable to:Owners of the parent(3,630)(2,320)Non-controlling interests(133)(6)(3,763)(2,326)AS AT 28 FEBRUARY

17、 2025E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDINTERIM REPORT 2024-20255E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDINTERIM REPORT 2024-2025UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION28 February 202531 August2024NotesHKD000HKD000(unaudited)(audited)Non-current assetsPlant and

18、equipment1247Right-of-use assets1,1441,646Rental and other deposits234234 Total Non-current Assets1,3821,887 Current assetsInventories185Trade receivables134,9434,071Other receivables1,422Due from holding company7373Cash and bank balances532626 Total Current Assets5,5486,377 Current liabilitiesTrade

19、 payables144,0344,091Other payables and accruals5,14825,879Lease liabilities731865 Total Current Liabilities9,91330,835 Net current liabilities(4,365)(24,458)Total assets less current liabilities(2,983)(22,571)AS AT 28 FEBRUARY 2025E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDINTERIM REPORT 2024-2025

20、6E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDINTERIM REPORT 2024-2025UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION28 February 202531 August2024NotesHKD000HKD000(unaudited)(audited)Non-current liabilitiesLease liabilities699858Other borrowing20,579Deferred tax liabilities331331 Tot

21、al Non-current Liabilities21,6091,189 Net liabilities(24,592)(23,760)EquityShare capital156,8165,838Reserves(31,959)(30,282)Equity attributable to owners of the Company(25,143)(24,444)Non-controlling interests551684 Total Equity(24,592)(23,760)FOR THE SIX MONTHS ENDED 28 FEBRUARY 2025E-STATION GREEN

22、 TECHNOLOGY GROUP CO.,LIMITEDINTERIM REPORT 2024-20257E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDINTERIM REPORT 2024-2025UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITYAttributable to owners of the parent Share capitalShare premiumCapitalreserveAccumulatedlossesTranslationreserveSub

23、-totalNon-controlling interestsTotal equityHKD000HKD000HKD000HKD000HKD000HKD000HKD000HKD000At 1 September 2024(audited)5,83872,418(102,798)98(24,444)684(23,760)Loss for the period(3,530)(3,530)(118)(3,648)Exchange differences on translation of foreign operations(100)(100)(100)Loss on disposal of Sub

24、sidiaries(15)(15)Total comprehensive(loss)/income for the period(3,530)(100)(3,630)(133)(3,763)Issuance of new shares9781,9532,9312,931 At 28 February 2025(unaudited)6,81674,371(106,328)(2)(25,143)551(24,592)At 1 September 2023(audited)5,32270,44826,212(145,420)523(42,916)(5,961)(48,877)Loss for the

25、 period(2,407)(2,407)(47)(2,454)Exchange differences on translation of foreign operations868641127 Total comprehensive(loss)/income for the period(2,407)86(2,321)(6)(2,327)Exercise of share options4018841,2851,285 At 29 February 2024(unaudited)5,72371,33226,212(147,827)609(43,952)(5,967)(49,919)FOR

26、THE SIX MONTHS ENDED 28 FEBRUARY 2025E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDINTERIM REPORT 2024-20258E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDINTERIM REPORT 2024-2025UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS28 February29 February20252024HKD000HKD000(unaudited)(unaudited)(resta

27、ted)Net cash used in operating activities(17,765)(8,929)Net cash(used)in/from investing activities14,665(343)Net cash from/(used)in financing activities3,0158,956 Net decrease in cash and cash equivalents(85)(366)Cash and cash equivalents at the beginning of the period6261,361Effect of foreign excha

28、nge rate changes,net(9)127 Cash and cash equivalents at the end of the Period5321,122 E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDINTERIM REPORT 2024-20259E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDINTERIM REPORT 2024-2025NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS1.GENERAL I

29、NFORMATIONE-STATION GREEN TECHNOLOGY GROUP CO.,LIMITED(the“Company”)is a limited liability company incorporated in the Cayman Islands and its shares are listed on GEM.The registered office of the Company is located at Windward 3,Regatta Office Park,PO Box 1350,Grand Cayman KY11108,Cayman Islands,and

30、 the principal place of business of the Company located at 1 Pemimpin Drive,#0304,One Pemimpin,Singapore 576151.During the Period,the Group was involved in the following principal activities:Restaurant operations Sales of food ingredients Food supply chain servicesNo statutory financial statements h

31、ave been prepared for the Company as it is incorporated in a jurisdiction where there is no statutory audit requirement.2.BASIS OF PRESENTATIONThe Group incurred a loss attributable to owners of the parent of the Company of HKD3,530,000 for the period ended 28 February 2025 and had net liabilities a

32、nd net current liabilities of HKD24,592,000 and HKD4,365,000 respectively;the Group has other borrowings of HKD20,579,000,and trade and other payables of HKD9,183,000 as at 28 February 2025.The above conditions indicate the existence of material uncertainties which may cast significant doubt about t

33、he Groups ability to continue as going concern.E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDINTERIM REPORT 2024-202510E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDINTERIM REPORT 2024-2025NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS2.BASIS OF PRESENTATION(Continued)The Directors h

34、ave given careful consideration to the future liquidity and performance of the Group and its available sources of finance to continue as going concern.In the opinion of the Directors,the Group will have sufficient working capital to finance its operations and to meet it financial obligations as and

35、when they fall due in the foreseeable future,based on the cash flow projections of the Group and after taking into consideration the following:(i)having regard to enlarge the operations of profitable restaurants by increasing distribution channels,eliminate the under-performance restaurants by natur

36、e loss and impose measures to tighten controls over expenses;(ii)communicate with the former director about the extended repayment and debt-to-equity swap to reduce the Groups debt level,the Group has entered into a one-year extension agreement with the former director and will continue to discuss t

37、he feasibility of debt-to-equity swap in the meantime;(iii)diversify the business to generate more cash;and(iv)the management of the Group is willing to provide adequate financial support and seek for investors to ensure the Groups continuous operations.The Directors believe that,taking into account

38、 the above factors,the Group will have sufficient working capital to satisfy its present requirements for at least next 12 months from the end of reporting period.Should the Group be unable to continue to operate as a going concern,adjustments would have to be made to write down the carrying value o

39、f the Groups assets to their recoverable amounts,to provide for any further liabilities which might arise and to reclassify non-current assets and non-current liabilities to current assets and current liabilities,respectively.The effect of these adjustments has not been reflected in the consolidated

40、 financial statements.E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDINTERIM REPORT 2024-202511E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDINTERIM REPORT 2024-2025NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS3.BASIS OF PREPARATIONThe Unaudited Condensed Consolidated Financial State

41、ments together with the comparative unaudited figures for the Corresponding Period(the“Financial Information”)have been prepared in accordance with Hong Kong Financial Reporting Standards(“HKFRSs”)(which include all Hong Kong Financial Reporting Standards,Hong Kong Accounting Standards(“HKASs”)and I

42、nterpretations)issued by the Hong Kong Institute of Certified Public Accountants(“HKICPA”),accounting principles generally accepted in Hong Kong,the disclosure requirements of the Hong Kong Companies Ordinance and the applicable disclosure requirements of the GEM Listing Rules.The accounting policie

43、s and methods of computation used in the preparation of these Unaudited Condensed Consolidated Financial Statements are consistent with those adopted in the preparation of audited consolidated financial statements included in the annual report for the year ended 31 August 2024,except for the adoptio

44、n of the new and revised HKFRSs(the“New and Revised HKFRSs”)(which include all HKFRSs,Hong Kong Accounting Standards and Interpretations)issued by the HKICPA that are adopted for the first time for the Unaudited Condensed Consolidated Financial Statements.The adoption of the New and Revised HKFRSs h

45、as had no significant effect on the Unaudited Condensed Consolidated Financial Statements and there have been no significant changes to the accounting policies applied in the Unaudited Condensed Consolidated Financial Statements.These Unaudited Condensed Consolidated Financial Statements have been p

46、repared on the historical cost basis.The Financial Information is presented in Hong Kong dollars(“HKD”)which is also the functional currency of the Company.The Unaudited Condensed Consolidated Financial Statements have not been audited by the Companys independent auditor(the“Independent Auditor”),bu

47、t have been reviewed by the audit committee of the Company(the“Audit Committee”).E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDINTERIM REPORT 2024-202512E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDINTERIM REPORT 2024-2025NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS4.SEGMENT INFOR

48、MATIONInformation reported to the executive directors of the company,being the chief operating decision maker(“CODM”),for the purposes of resource allocation and assessment of segment performance focuses on types of services provided.During the period ended 28 February 2025,the CODM considered that

49、there was only one reportable operating segment,being the restaurant operations business of the Group,as the food supply chain service is relatively insignificant.Accordingly,no segmental analysis is presented for the period ended 28 February 2025.5.REVENUESix months ended28 February202529 February2

50、024HKD000HKD000(unaudited)(unaudited)(restated)Restaurant operations1,6642,467Food supply chain service19361 1,8572,528 In the interim report ended at 29 February 2024,the group accounted for transactions on a trading basis,with sales revenue being the amount received from the buyer and sales costs

51、being the amount paid to the seller.In the audited annual report of 2024,the revenue was recognized on a net basis.Therefore,the company restated the revenue of interim report ended at 29 February 2024.E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDINTERIM REPORT 2024-202513E-STATION GREEN TECHNOLOGY G

52、ROUP CO.,LIMITEDINTERIM REPORT 2024-2025NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS5.REVENUE(Continued)Geographical informationThe Groups restaurant operations are located in Hong Kong.For sale of food ingredients,the operations were located in Singapore during Last Correspond

53、ing Period.The food supply chain service operations in China during the Period.Information about the Groups revenue from external customers is presented based on the location of the customers:Six months ended28 February202529 February2024HKD000HKD000(unaudited)(unaudited)(restated)Singapore2,467Hong

54、 Kong1,664PRC19361 1,8572,528 E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDINTERIM REPORT 2024-202514E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDINTERIM REPORT 2024-2025NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS6.OTHER INCOME AND OTHER GAINS/(LOSSES),NET6a.Other incomeSix mont

55、hs ended28 February202529 February2024HKD000HKD000(unaudited)(unaudited)(restated)Government grants23Management fee income233Gain on bargain purchase320Others5729 57605 6b.Other gains/(losses),netSix months ended28 February202529 February2024HKD000HKD000(unaudited)(unaudited)(restated)Exchange gains

56、,net2,797 E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDINTERIM REPORT 2024-202515E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDINTERIM REPORT 2024-2025NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS7.FINANCE COSTSSix months ended28 February202529 February2024HKD000HKD000(unaudited)(u

57、naudited)(restated)Interest on lease liabilities13729 8.LOSS BEFORE TAXSix months ended28 February202529 February2024HKD000HKD000(unaudited)(unaudited)(restated)The Groups loss before tax is arrived at after charging:Auditors remuneration37395Depreciation of plant and equipment4215Depreciation of ri

58、ght-of-use assets503Directors remuneration81657Other staff costs Salaries and allowances2,6713,280 Retirement benefit contributions120140 2,7913,420 E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDINTERIM REPORT 2024-202516E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDINTERIM REPORT 2024-2025NOTES TO THE

59、UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS9.INCOME TAX CREDITSix months ended28 February202529 February2024HKD000HKD000(unaudited)(unaudited)(restated)Current income tax expense Hong Kong SingaporeDeferred taxation Total tax credit for the period Hong Kong Profits Tax rate is 16.5%.No Hon

60、g Kong Profits Tax was provided for as there was no estimated assessable profits that was subject to Hong Kong Profits Tax during both periods.Singapore Corporate Income Tax has been provided at 17%on the estimated assessable profits arising in Singapore during both periods.Taxation arising in other

61、 jurisdictions is calculated at the rates prevailing in the relevant jurisdictions.10.DIVIDENDNo dividend was paid or proposed during the period ended 28 February 2025,nor has any dividend been proposed since the end of the reporting period(29 February 2024:Nil).E-STATION GREEN TECHNOLOGY GROUP CO.,

62、LIMITEDINTERIM REPORT 2024-202517E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDINTERIM REPORT 2024-2025NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS11.LOSS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE PARENTThe calculation of the basic and diluted loss based on:Six mon

63、ths ended28 February202529 February2024HKD000HKD000(unaudited)(unaudited)(restated)Loss:Loss attributable to ordinary equity holders of the parents,used in the basic and diluted loss per share calculations(3,530)(2,407)Shares:Weighted average number of ordinary shares in issue during the period used

64、 in the basic and diluted loss per share calculation64,864,74656,171,000 12.PLANT AND EQUIPMENTDuring the Period,the Group did not acquire any plant and equipment(29 February 2024:HKD571,000).E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDINTERIM REPORT 2024-202518E-STATION GREEN TECHNOLOGY GROUP CO.,L

65、IMITEDINTERIM REPORT 2024-2025NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS13.TRADE RECEIVABLESThe Groups trading terms with its customers for restaurant operations are mainly on cash,credit card and online-platform settlement.Generally,there is no credit period granted to custo

66、mers,except for certain customers in which credit period of 3060 days is granted by the Group.The Group seeks to maintain strict control over its outstanding receivables to minimise credit risk.Overdue balances are reviewed regularly by senior management.Six months endedAs at28 February2025As at31 A

67、ugust2024HKD000HKD000(unaudited)(audited)030 days3354,0713160 days6190 daysOver 90 days4,608 4,9434,071 E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDINTERIM REPORT 2024-202519E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDINTERIM REPORT 2024-2025NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL ST

68、ATEMENTS14.TRADE PAYABLESTrade payables are normally settled upon delivery or 30 to 60-day terms.An ageing analysis of trade payables as at the end of the reporting period,based on the invoice date,is as follows:Six months endedAs at28 February2025As at31 August2024HKD000HKD000(unaudited)(audited)03

69、0 days4,0913160 days6190 daysOver 90 days4,034 4,0344,091 E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDINTERIM REPORT 2024-202520E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDINTERIM REPORT 2024-2025NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS15.SHARE CAPITALSix months endedNumber

70、 ofSharesShareCapitalHKD000Ordinary Shares of HKD0.1 eachAuthorisedAt 28 February 2025 and 31 August 2024400,000,00040,000 Issued and fully paidAt 31 August 202458,382,2805,838Issue of shares pursuant to the Settlement Agreements2,001,360200Issue of shares pursuant to the Subscription7,776,360778 At

71、 28 February 202568,160,0006,816 16.RELATED PARTY TRANSACTIONSSave as disclosed elsewhere in these unaudited condensed consolidated financial statements,the Group carried out the following material transaction with its related parties:Six months ended28 February202529 February2024HKD000HKD000(unaudi

72、ted)(unaudited)(restated)Due to a former director Zhou Junqi20,579Management fee income from:Related party384 E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDINTERIM REPORT 2024-202521E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDINTERIM REPORT 2024-2025MANAGEMENT DISCUSSION AND ANALYSISBUSINESS REVIEW AN

73、D PROSPECTWe have been closely reviewing the financial performance of all restaurants and adjusting the business strategies over time.However,the change in customer preferences and fierce competition in food and beverage industry have a detrimental impact on our results of operations.In view of the

74、tough situation faced by the catering industry in Singapore,the Group has ended all restaurants in Singapore during the year ended 31 August 2024.The Group has planned to enter into the supply chain business with supermarket network.Beyond simply sourcing products for the supermarkets,we will provid

75、e a series of value-added services such as inventory management,cold storage,and logistics to the supermarkets.After the supermarkets place their orders with us,they can leave the rest with us.The Group is optimistic to the future development of the trading business that it would bring more revenue

76、to the Group in the coming future.It is believed to become a major source of income for the Group in the foreseeable future.In addition,the Company plans to diversify its business to provide healthcare medical soup and food to broaden its revenue streams.At the same time,the Company will proactively

77、 identify other business opportunities within the catering business in order to maintain its market position and diversify and stabilize its source of income.While we have faced challenges in the catering sector,our strategic pivot towards supply chain business for future growth.By leveraging our ex

78、perienced management team and implementing targeted measures,we are confident in our ability to navigate the evolving market landscape and enhance our revenue streams.We remain committed to exploring new opportunities and ensuring the long-term sustainability of our business.E-STATION GREEN TECHNOLO

79、GY GROUP CO.,LIMITEDINTERIM REPORT 2024-202522E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDINTERIM REPORT 2024-2025MANAGEMENT DISCUSSION AND ANALYSISFINANCIAL REVIEWRevenueThe Groups revenue was mainly generated from restaurant operations and food supply chain service.Restaurant operationsThe restaur

80、ant revenue was mainly derived from the operation of Windmill restaurant in Hong Kong.During the Period,revenue generated from restaurant operations amounted to approximately HKD1.7 million for the Period,representing a decrease of approximately 32%from the Last Corresponding Period.The decrease was

81、 mainly attributable to the Groups cessation of the operation of its self-operated restaurants in Singapore during year ended 31 August 2024.Food supply chain serviceFood supply chain services revenue from food supply chain services mainly represented revenue from sales of food through the operation

82、 of Shenzhen Qiansheng Holding Co.,Ltd.Revenue from the food supply chain services for the Period amounted to HKD0.2 million.Cost of inventories consumedCost of inventories consumed primarily consisted of the cost of the food ingredients,beverages and packaging materials used in the operations of th

83、e restaurants.The cost of inventories consumed increased from approximately HKD0.2 million in Last Corresponding Period to approximately HKD0.4 million in the Period,representing an increase of approximately 100%as compared with Last Corresponding Period.During the Period,the increase in cost of inv

84、entories consumed was mainly attributable to the new restaurant operated in Hong Kong.E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDINTERIM REPORT 2024-202523E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDINTERIM REPORT 2024-2025MANAGEMENT DISCUSSION AND ANALYSISStaff costsStaff costs decreased from appr

85、oximately HKD4.1 million for the Last Corresponding Period to approximately HKD2.9 million for the Period,representing a decrease of approximately 29.3%as compared to that of the Last Corresponding Period.The decrease was mainly attributable to cessation of operation of self-operated restaurants.Ren

86、tal and related expensesRental and related expenses decreased from approximately HKD1.9 million for the Last Corresponding Period to approximately HKD25,000 for the Period,representing a decrease of approximately 98.7%as compared to those of the Last Corresponding Period.The decrease was mainly attr

87、ibutable to the cessation of operation of self-operated restaurants.Other operating expensesOther expenses primarily consisted of service fee paid to third party platforms,credit card commissions,legal and professional fees,and other miscellaneous administrative expenses.Other expenses decrease from

88、 approximately HKD1.7 million for Last Corresponding Period to approximately HKD1.5 million for the Period,representing a decrease of approximately 11.8%as compared to that of the Last Corresponding Period.The decrease was in line with the cessation of self-operated restaurants during the Period.Fin

89、ance costsThe finance costs primarily consisted of interest expenses on other borrowings and lease liabilities.Finance costs increased from approximately HKD29,000 for Last Corresponding Period to approximately HKD0.1 million for the Period,representing an increase of approximately 244.8%as compared

90、 to that of the Last Corresponding Period.The increase was mainly arising from the increase on lease liabilities.E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDINTERIM REPORT 2024-202524E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDINTERIM REPORT 2024-2025MANAGEMENT DISCUSSION AND ANALYSISLoss for the Pe

91、riodThe Group recognised a loss of approximately HKD3.6 million for the Period,which increased as compared to that of a loss of approximately HKD2.5 million for the Last Corresponding Period.Such increase in loss was mainly attributable to the cessation of operation of self-operated restaurants.Capi

92、tal StructureThe Companys issued shares were successfully listed on GEM of the Stock Exchange on 13 August 2018.As at 28 February 2025,the total number of issued ordinary Shares was 68,160,000 with a par value of HKD0.1 each(29 February 2024:56,800,000 shares).Liquidity and Financial ResourcesThe Gr

93、oup recorded net current liabilities of approximately HKD4.4 million as at 28 February 2025(31 August 2024:net current liabilities HKD24.5 million).As at 28 February 2025,the Groups current ratio was approximately 0.6(31 August 2024:0.2).Current ratio is calculated based on the total current assets

94、at the end of the Period divided by the total current liabilities at the end of the Period.As at 28 February 2025,the Groups total borrowings amounted to approximately HKD20.6 million(31 August 2024:Nil).Foreign Currency Exposure RisksThe Groups operations are mainly denominated in RMB and HKD with

95、a small extent in other foreign currencies.As such,the Group did not have a significant exposure to foreign exchange risk.The Group currently does not have a foreign currency hedging policy.E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDINTERIM REPORT 2024-202525E-STATION GREEN TECHNOLOGY GROUP CO.,LIM

96、ITEDINTERIM REPORT 2024-2025MANAGEMENT DISCUSSION AND ANALYSISTreasury PoliciesThe management will continue to follow a prudent policy in managing the Groups cash balances and strive to maintain a strong and healthy liquidity to ensure that the Group is well placed to take advantage of future growth

97、 opportunities.Significant Investments or Material Acquisitions and DisposalsDuring the Period,except for investments in subsidiaries and as disclosed in this report,the Group did not make any significant investments or material acquisitions and disposals of subsidiaries,associates or joint ventures

98、.Capital CommitmentsAs at 28 February 2025,the Group have no capital commitments.(31 August 2024:Nil)in respect of the leasehold improvements contracted for.Future Plans for Material Investments or Capital AssetsSave as disclosed in this report,the Group has no concrete plan for future investments o

99、r acquisition of capital assets in place as at the date of this report.Contingent liabilities and pledge of assetsAs at 28 February 2025,the Group did not have any significant contingent liabilities and pledge of assets(31 August 2024:Nil).CONSTITUTIONAL DOCUMENTSThe third amended and restated memor

100、andum and articles of association of the Company(the“M&A”)were adopted on 29 February 2024 to reflect the change of company name.A copy of the M&A is posted on the respective websites of the Stock Exchange(www.hkexnews.hk)and the Company.There was no further change in the M&A for the Period.E-STATIO

101、N GREEN TECHNOLOGY GROUP CO.,LIMITEDINTERIM REPORT 2024-202526E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDINTERIM REPORT 2024-2025MANAGEMENT DISCUSSION AND ANALYSISSETTLEMENT AGREEMENTSOn 9 October 2024,Mr.Zhou Bo and Ms.Lin Weiyi(collectively,the“Subscribers”)and the Company entered into the settle

102、ment agreements(the“Settlement Agreements”)respectively,pursuant to which the Company has conditionally agreed to allot and issue,and the Subscribers have conditionally agreed to subscribe for the an aggregate of 7,776,360 new shares(the“Settlement Shares”)at HKD0.315 per Settlement Share(the“Settle

103、ment Price”)in settlement of the indebtedness due from the Group to the Subscribers(the“Settlement”).Pursuant to the Settlement Agreements,subject to satisfaction of the conditions and at completion:(i)the Company shall duly issue and allot 7,046,200 Settlement Shares at the Settlement Price of HKD0

104、.315 per Share to Mr.Zhou Bo,and the aggregate Settlement Price of the Settlement Shares in sum of approximately HKD2.2 million shall be set off against all indebtedness due from the Group to Mr.Zhou Bo at completion in the total amount of approximately HKD2,219,000 and no cash shall be payable by t

105、he Mr.Zhou Bo to the Company in respect of such aggregate Settlement Price;and(ii)the Company shall duly issue and allot 730,160 Settlement Shares at the Settlement Price of HKD0.315 per Share to Ms.Lin Weiyi,and the aggregate Settlement Price of the Settlement Shares in sum of approximately HKD0.2

106、million shall be set off against all indebtedness due from the Group to Ms.Lin Weiyi at completion in the total amount of approximately HKD230,000 and no cash shall be payable by Ms.Lin Weiyi to the Company in respect of such aggregate Settlement Price.E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDINT

107、ERIM REPORT 2024-202527E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDINTERIM REPORT 2024-2025MANAGEMENT DISCUSSION AND ANALYSISThere will be no proceeds from the issue of Settlement Shares,as the Settlement Shares are to be used to settle the Indebtedness in full.The Directors consider that the Settle

108、ment Agreements,if completed,would help strengthen the balance sheet of the Group and reducing indebtedness without significant cash outflow.The Settlement completed on 1 November 2024.SUBSCRIPTIONOn 9 October 2024,the Company and Mr.Zhou Bo entered into the subscription agreement,pursuant to which

109、the Company has conditionally agreed to allot and issue,and Mr.Zhou Bo has conditionally agreed to subscribe for(the“Subscription”),2,001,360 new Shares(the“Subscription Shares”)at HKD0.315 per subscription share.The Board considers that the Subscription represents a good opportunity to raise additi

110、onal funds to strengthen the financial position of the Group and provide funding to the Group to finance its working capital needs.It is expected that the gross proceeds of the Subscription will be approximately HKD0.6 million and the net proceeds of the Subscription,after the deduction of all profe

111、ssional fees and related expenses,is estimated to be approximately HKD0.6 million.The net proceeds from the Subscription are intended to be used as general working capital of the Group.The aggregate nominal value of the Subscription Shares is HKD200,136.The market value of the Subscription Shares is

112、 approximately HKD0.6 million,based on the closing price of HKD0.275 per Share on the date of the Subscription Agreement.The net Subscription Price(after deduction of all professional fees and related expenses)is estimated to be approximately HKD0.300 per Subscription Share.The Subscription Shares,w

113、hen allotted and issued,will rank pari passu in all respects among themselves and with the Shares in issue on the date of allotment and issue thereof.The Subscription completed on 1 November 2024.The net proceeds were fully utilitsed as at 28 February 2025.E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITE

114、DINTERIM REPORT 2024-202528E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDINTERIM REPORT 2024-2025MANAGEMENT DISCUSSION AND ANALYSISDISCLOSEABLE TRANSACTION(THE“DT”)On 22 November 2024(after trading hours),the 千盛（深圳）控股集團有限公司(the“Purchaser”)and Zheng Nianqiang(the“Vendor”)entered into(the“Sale and Purch

115、ase Agreement”),pursuant to which the Purchaser agreed to acquire and the Vendor agreed to sell,51%equity interest of the 南京華意投資發展有限公司(the“Target Company”)at a total consideration of HKD3.4 million,which will be satisfied by the issue of the 5 years interest-free promissory note,upon completion.On 1

116、7 March 2025,as the Group would like to concentrate its resources to develop other potential projects that would be more profitable and could generate stable revenue,the Purchaser and the Vendor entered into a termination agreement(the“Termination Agreement”)whereby the parties have mutually agreed

117、to terminate the Sale and Purchase Agreement(the“Termination”)and to release and discharge each other from its respective obligations under the Sale and Purchase Agreement with effect from the date of the Termination Agreement.The Board considers that the Termination will not have any material adver

118、se impact on the financial position and operation of the Group.As at the date of the Termination Agreement,the DT has not yet been completed.REVENUE RECOGNITION OF FOOD SUPPLY CHAIN BUSINESS FOR INTERIM AND ANNUAL RESULTS OF 2024The Company recorded revenue of approximately SGD1.5 million(equivalent

119、 to approximately HKD7.1 million)for the six months ended 29 February 2024(the“Interim 2024”)according to the interim report of the Company for Interim 2024.However,according to the annual report of the Company for the year ended 31 August 2024(the“FY2024”),the Company recorded revenue of approximat

120、ely HKD3.3 million for FY2024,which is lower than the revenue recorded during Interim 2024.This decrease in reported revenue for FY2024 was due to the different approaches to revenue recognition from the Food Supply Chain Business adopted by the Company during Interim 2024 and FY2024.E-STATION GREEN

121、 TECHNOLOGY GROUP CO.,LIMITEDINTERIM REPORT 2024-202529E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDINTERIM REPORT 2024-2025MANAGEMENT DISCUSSION AND ANALYSISThe Company recognised revenue from the Food Supply Chain Business on a gross basis during Interim 2024.Such amounts were recorded based on the

122、 total sales amount received from the buyers.During the progress of audit for FY2024,following further evaluations on the business model of the Food Supply Chain Business with the auditor,the management acknowledged that the Company is acting as an agent in the Food Supply Chain Business.Consequentl

123、y,the revenue from the Food Supply Chain Business should be recognised on a net basis.As such,the adjustment was made to the revenue from the Food Supply Chain Business after the reassessment of the accounting treatment in FY2024 and hence brought the decrease in revenue.E-STATION GREEN TECHNOLOGY G

124、ROUP CO.,LIMITEDINTERIM REPORT 2024-202530E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDINTERIM REPORT 2024-2025CORPORATE GOVERNANCE AND OTHER INFORMATIONDIRECTORS AND CHIEF EXECUTIVES INTERESTS AND SHORT POSITIONS IN SHARES,UNDERLYING SHARES AND DEBENTURES OF THE COMPANY AND ITS ASSOCIATED CORPORATIO

125、NSAs at 28 February 2025,the interests and short positions of the Directors and the chief executive of the Company in the shares,underlying shares and debentures of the Company and its associated corporations(within the meaning of Part XV of the Securities and Futures Ordinance(Chapter 571 of the La

126、ws of Hong Kong)(“SFO”),which were required(i)to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO(including interests and short positions which they were taken or deemed to have under such provisions of the SFO)or(ii)pursuant to section 352 of the

127、 SFO,to be recorded in the register referred to therein,or(iii)pursuant to Rules 5.46 to 5.67 of the GEM Listing Rules,to be notified to the Company and the Stock Exchange,were as follows:(i)Long position in the SharesName of Directors/Chief executiveCapacity/Nature of interestNumber of Shares/under

128、lying Shares interested(Note 1)Approximate percentage of the Companysissued Shares*Mr.Li JunjianBeneficial owner6,816,00010.00%Mr.Yeap Wei Han,Melvyn(“Mr.Yeap”)(Note 2)Interest held jointly with another person3,049,9004.47%Ms.Huang WeiyanBeneficial owner528,0000.77%E-STATION GREEN TECHNOLOGY GROUP C

129、O.,LIMITEDINTERIM REPORT 2024-202531E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDINTERIM REPORT 2024-2025CORPORATE GOVERNANCE AND OTHER INFORMATIONNotes:1.All interests stated are long positions.2.These Shares were held by Canola Investment Holdings Limited(“Canola”)which was in turn owned as to appr

130、oximately 33.69%by Mr.Lai Weijie,Terence(“Mr.Terence Lai”),23.17%by Mr.Yeap,16.85%by Mr.Ho Zhi Yi,Levi(“Mr.Ho”),12.64%by Mr.Tan Chien Fong(“Mr.Tan”),12.64%by Mr.Ng Yook Tim(“Mr.Ng”)and 1.01%by Mr.Lai Weikang,Derek(“Mr.Derek Lai”).On 10 February 2018,Mr.Terence Lai,Mr.Yeap,Mr.Ho,Mr.Tan,Mr.Ng and Mr.D

131、erek Lai entered into an acting-in-concert confirmation(the“Confirmation”),pursuant to which they had confirmed that they had been parties acting in concert in the operation and management of the Group since 1 October 2015.Accordingly,each person under the concert party arrangement is taken to be in

132、terested in the Shares the other party(ies)under such concert party arrangement is/are interested under the SFO.*The percentage represents the total number of the Shares and the underlying Shares interested divided by the number of issued Shares of 68,160,000 as at 28 February 2025.(ii)Long position

133、 in the ordinary shares of associated corporationName of DirectorName of associated corporationCapacity/Nature of interestNumber of ordinary shares held(Note 1)Approximate percentage of shareholdingMr.YeapCanola(Note 2)Beneficial owner2,31723.17%Notes:(1)All interests stated are long positions.(2)Ca

134、nola is a direct shareholder of the Company(the“Shareholder”)and is an associated corporation within the meaning of Part XV of the SFO.E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDINTERIM REPORT 2024-202532E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDINTERIM REPORT 2024-2025CORPORATE GOVERNANCE AND OT

135、HER INFORMATIONSave as disclosed above,as at 28 February 2025,none of the Directors nor the chief executive of the Company had any interests and short positions in the shares,underlying shares and debentures of the Company and any of its associated corporations(within the meaning of Part XV of the S

136、FO),which were required to be(i)notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO(including interests and short positions which they were taken or deemed to have under such provisions of the SFO);or(ii)recorded in the register referred to therein purs

137、uant to Section 352 of the SFO;or(iii)notified to the Company and the Stock Exchange pursuant to Rules 5.46 to 5.67 of the GEM Listing Rules.SUBSTANTIAL SHAREHOLDERS AND OTHER PERSONS INTERESTS AND SHORT POSITIONS IN SHARES AND UNDERLYING SHARES OF THE COMPANYAs at 28 February 2025,so far as is know

138、n to the Directors,the following entity or persons,other than the Directors and the chief executive of the Company,had interests or short positions in the Shares and underlying Shares recorded in the register required to be kept by the Company under section 336 of the SFO:E-STATION GREEN TECHNOLOGY

139、GROUP CO.,LIMITEDINTERIM REPORT 2024-202533E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDINTERIM REPORT 2024-2025CORPORATE GOVERNANCE AND OTHER INFORMATIONLong position in the SharesName of ShareholdersCapacity/Nature of interestNumber of Shares interested or held(Note 1)Approximate percentage of the

140、Companys issued Shares*Zhou Bo(Note 2)Interest of controlled corporation8,800,00012.91%Beneficial owner9,047,56013.27%Team One Global Limited(Note 2)Beneficial owner8,800,00012.91%STAR HAPPY INTERNATIONAL LIMITED(Note 2)Interest of controlled corporation8,800,00012.91%Notes:1.All interests stated ar

141、e long positions.2.Team One Global Limited is wholly owned by STAR HAPPY INTERNATIONAL LIMITED,which in turn is legally and beneficially wholly owned by Mr.Zhou Bo.Therefore STAR HAPPY INTERNATIONAL LIMITED and Mr.Zhou Bo are deemed to be interested in the Shares in which Team One Global Limited is

142、interested under the SFO.*The percentage represents the total number of the Shares and the underlying Shares interested divided by the number of issued Shares of 68,160,000 as at 28 February 2025.E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDINTERIM REPORT 2024-202534E-STATION GREEN TECHNOLOGY GROUP C

143、O.,LIMITEDINTERIM REPORT 2024-2025CORPORATE GOVERNANCE AND OTHER INFORMATIONPURCHASE,SALES OR REDEMPTION OF THE COMPANYS LISTED SECURITIESDuring the Period,the Company did not redeem any of its listed securities,nor did the Company or any of its subsidiaries purchase or sell such securities.SHARE OP

144、TION SCHEMEThe Company had conditionally adopted a share option scheme(the“Share Option Scheme”)on 23 July 2018(the“Adoption Date”),which became effective upon the commencement of dealings of the Shares on the Stock Exchange on 13 August 2018.Under the Share Option Scheme,the Company may grant optio

145、ns to eligible participants,including Directors and full-time employees of and advisers and consultants to the Group.Pursuant to the Share Option Scheme,no share option has been granted(2024:4,000,000),cancelled,lapsed or exercised during the Period.There were no outstanding share options as at 28 F

146、ebruary 2025.The number of Shares that may be issued in respect of the share options granted under the Share Option Scheme during the Period divided by the weighted average number of Shares in issue for the Period was Nil.The number of share options available for grant under the Share Option Scheme

147、as at 1 September 2024 and 28 February 2025 was Nil and Nil respectively.RIGHTS TO ACQUIRE SHARES OR DEBENTURESAt no time during the Period was the Company or any of its subsidiaries or any of its fellow subsidiaries a party to any arrangement to enable the Directors or their respective associates(a

148、s defined in the GEM Listing Rules)to acquire benefits by means of the acquisition of shares in or debentures of the Company or of any other body corporate.E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDINTERIM REPORT 2024-202535E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDINTERIM REPORT 2024-2025CORPOR

149、ATE GOVERNANCE AND OTHER INFORMATIONCOMPLIANCE WITH CODE OF CONDUCT FOR DIRECTORS SECURITIES TRANSACTIONSThe Company has adopted the required standard of dealings set out in Rules 5.48 to 5.67 of the GEM Listing Rules(the“Required Standard of Dealings”)as rules governing securities transactions by t

150、he Directors.Following a specific enquiry made by the Company on each of the Directors,all Directors have confirmed that they had complied with the Required Standard of Dealings during the Period.CORPORATE GOVERNANCE CODEThe Board considers that the Company has adopted and complied with all the appl

151、icable code provisions of the Corporate Governance Code as set out in Appendix C1 to the GEM Listing Rules(the“CG Code”)during the Period.DIRECTORS AND CONTROLLING SHAREHOLDERS INTERESTS IN COMPETING BUSINESSESDuring the Period,none of the Directors or the Controlling Shareholders or their respectiv

152、e close associates(as defined under the GEM Listing Rules)had any business or interest in a business which competes or may compete with the business of the Group and any other conflicts of interest which any such person or entity had or might have with the Group.CHANGES IN THE INFORMATION OF DIRECTO

153、RS PURSUANT TO RULE 17.50A(1)OF THE GEM LISTING RULESSave as disclosed in this report,the Company is not aware of any other change in Directors information which are required to be disclosed pursuant to Rule 17.50A(1)of the GEM Listing Rules since the Companys last published annual report:E-STATION

154、GREEN TECHNOLOGY GROUP CO.,LIMITEDINTERIM REPORT 2024-202536E-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDINTERIM REPORT 2024-2025CORPORATE GOVERNANCE AND OTHER INFORMATIONAUDIT COMMITTEEThe Audit Committee was established on 23 July 2018 with written terms of reference in compliance with Rules 5.28 t

155、o 5.33 of the GEM Listing Rules and code provisions D.3.3 and D.3.7 of the CG Code.The Audit Committee comprises all the three independent non-executive Directors(the“INEDs”),namely Mr.Chau Wing Nam(“Mr.Chau”),Ms.Huang Weiyan and Ms.Xie Xia,Mr.Chau is the chairman of the Audit Committee.The principa

156、l duties of the Audit Committee are,among other things,to make recommendations to the Board on the appointment,re-appointment and removal of the Independent Auditor,to review and supervise the financial reporting process and internal control system of the Group,and to review the Groups financial inf

157、ormation and the relationship with the Independent Auditor.The Audit Committee has reviewed the Unaudited Condensed Consolidated Financial Statements and this report and is of the view that such statements and report have been prepared in compliance with the applicable accounting standards,the GEM L

158、isting Rules and other legal requirements,and that adequate disclosures have been made.APPRECIATIONSOn behalf of the Board,I would like to extend our sincere thanks to our Shareholders,business partners and customers for their continuous support to the Group.I would also like to extend my gratitude

159、and appreciation to all the Directors,Management and staff for their hard work and dedication throughout the Period.By Order of the BoardE-STATION GREEN TECHNOLOGY GROUP CO.,LIMITEDLi JunjianChairman and Executive DirectorHong Kong,29 April 2025As at the date of this report,the executive Directors are Mr.Li Junjian(Chairman),Mr.Chiang Ming Chun,Mr.Yeap Wei Han,Melvyn and Mr.Liang Qianyuan;the non-executive Director is Mr.Su Shiyi;and the independent non-executive Directors are Mr.Chau Wing Nam,Ms.Huang Weiyan and Ms.Xie Xia.