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6-K 1 form6-k.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of September 2023

 

Commission File Number: 001-41467

 

Magic Empire Global Limited

3/F, 8 Wyndham Street

Central, Hong Kong

(Address of Principal Executive Offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F ☒ Form 40-F ☐

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

 

 

 

 

 

Financial Statements and Exhibits.

 

The following exhibits are being filed herewith:

 

Exhibit No.   Description
99.1   Magic Empire Global Limited Announces First Half 2023 Unaudited Financial Results

 

2

 

SIGNATURES

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  Magic Empire Global Limited
   
Date: September 8, 2023 By: /s/ Sze Hon, Johnson Chen
    Sze Hon, Johnson Chen
    Chief Executive Officer

 

3
EX-99.1 2 ex99-1.htm

 

Exhibit 99.1

 

Magic Empire Global Limited Announces First Half 2023 Unaudited Financial Results

 

HONG KONG, September 8, 2023 — Magic Empire Global Limited (“MEGL” or the “Company”) (NASDAQ: MEGL), a financial services provider in Hong Kong which principally engages in the provision of corporate finance advisory services, today announced its unaudited financial results for the six months ended June 30, 2023.

 

Overview:

 

  Revenue was approximately HK$6.1 million (US$0.8 million) for the six months ended June 30, 2023, representing a decrease of approximately 22.5% from the same period in 2022.
     
  Net income was approximately HK$0.7 million (US$0.1 million) for the six months ended June 30, 2023 (2022: approximately HK$1.5 million).

 

Six Month Financial Results Ended June 30, 2023

 

Revenue. Revenue decreased by approximately 22.5% from approximately HK$7.8 million for the six months ended June 30, 2022 to approximately HK$6.1 million (US$0.8 million) for the six months ended June 30, 2023. During the six months ended June 30, 2023, we completed one IPO sponsorship project and recognized relevant income. The increase in revenue from IPO sponsorship services was offset by a decrease in revenue from financial advisory and independent financial advisory services due to delay in several financial advisory projects for clients pursuing a listing in Nasdaq. Revenue from compliance advisory services decreased due to completion of several of our compliance advisory projects during the six months ended June 30, 2023.

 

Selling, general and administrative expenses. Selling, general and administrative expenses increased by approximately 15.6% from approximately HK$6.3 million for the six months ended June 30, 2022 to approximately HK$7.2 million (US$0.9 million) for the six months ended June 30, 2023, which was mainly due to (i) increase in staff costs from increase in payroll to our staff and fees to our independent directors; (ii) increase in travelling, accommodation and entertainment expenses due to increase in travelling for business development following the removal of travel restriction measures; (iii) increase in legal fee and other listing-related expenses.

 

Other income, net. Other net income increased by approximately HK$1.9 million from approximately HK$16,800 for the six months ended June 30, 2022 to approximately HK$1.9 million (US$0.2 million) for the six months ended June 30, 2023, which was mainly due to the increase in interest income resulting from the increase in bank interest rates and average cash balance.

 

Income tax expense. Income tax expense decreased to nil for the for the six months ended June 30, 2023 (six months ended June 30, 2022: approximately HK$133,000) as we have available tax losses brought forward.

 

Net income. Net income decreased by approximately HK$0.7 million to approximately HK$0.7 million (US$0.1 million), which was mainly due to the decrease in revenue.

 

Basic and diluted EPS. Basic and diluted EPS were approximately HK$0.04 (US$0.005) per ordinary share for the six months ended June 30, 2023, as compared to HK$0.1 (US$0.01) per ordinary share for the six months ended June 30, 2022, respectively.

 

 

 

About Magic Empire Global Limited

 

Magic Empire Global Limited is a financial services provider in Hong Kong which principally engage in the provision of corporate finance advisory services and underwriting services. Its service offerings mainly comprise (i) IPO sponsorship services; (ii) financial advisory and independent financial advisory services; (iii) compliance advisory services; and (iv) underwriting services. For more information, visit the Company’s website at http://www.meglmagic.com.

 

Exchange Rate Information

 

This announcement contains translations of certain HK$ amounts into U.S. dollars (“US$”) at specified rates solely for the convenience of the reader. Unless otherwise stated, all translations from HK$ to US$ were made at the rate of HK$7.8363 to US$1.00, the exchange rate on June 30, 2023 set forth in the H.10 statistical release of the Federal Reserve Board. The Company makes no representation that the HK$ or US$ amounts referred could be converted into US$ or HK$, as the case may be, at any particular rate or at all.

 

Safe Harbor Statement

 

Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” or other similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the SEC, which are available for review at www.sec.gov.

 

Hong Kong:

 

Magic Empire Global Limited

Ms. Vivien Tai

Tel: +852 3577 8770

E-mail: meglir@giraffecap.com

 

 

 

MAGIC EMPIRE GLOBAL LIMITED

 

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

 

    As of  
   

December 31,

2022

   

June 30,

2023

   

June 30,

2023

 
    HK$     HK$     US$  
ASSETS                        
Current assets:                        
Cash     121,814,233       94,348,363       12,039,912  
Accounts receivable     1,988,403       881,562       112,497  
Interest receivables     515,287       522,065       66,621  
Deposits and prepayments     1,050,694       2,571,444       328,145  
Other receivables – related parties     96,700              
Tax recoverable     587,834       587,834       75,014  
                         
Total current assets     126,053,151       98,911,268       12,622,189  
                         
Non-current assets:                        
Property and equipment, net           369,903       47,204  
Right-of-use assets     3,553,677       2,606,030       332,559  
Long-term investment     14,500,000       40,610,739       5,182,387  
                         
Total non-current assets     18,053,677       43,586,672       5,562,150  
Total assets     144,106,828       142,497,940       18,184,339  
                         
LIABILITIES AND SHAREHOLDERS’ EQUITY                        
Current liabilities:                        
Accruals and other payables     1,068,185       109,794       14,010  
Contract liabilities     3,054,032       2,616,832       333,937  
Operating lease liabilities     1,904,725       1,952,842       249,205  
                         
Total current liabilities     6,026,942       4,679,468       597,152  
                         
Non-current liabilities:                        
Operating lease liabilities     1,746,317       757,716       96,693  
Total non-current liabilities     1,746,317       757,716       96,693  
Total liabilities     7,773,259       5,437,184       693,845  
                         
COMMITMENTS AND CONTINGENCIES                        
SHAREHOLDERS’ EQUITY                        
Ordinary shares, US$0.0001 par value, 300,000,000 shares authorized, and 20,256,099 shares outstanding as of December 31, 2022 and June 30, 2023 respectively     15,826       15,826       2,020  
Additional paid-in capital     138,662,858       138,662,858       17,694,940  
Accumulated deficits     (2,345,115 )     (1,617,928 )     (206,466 )
Total shareholders’ equity     136,333,569       137,060,756       17,490,494  
Total liabilities and shareholders’ equity     144,106,828       142,297,940       18,184,339  

 

 

 

MAGIC EMPIRE GLOBAL LIMITED

 

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME

 

    For the six months ended  
   

June 30,

2022

   

June 30,

2023

   

June 30,

2023

 
    HK$     HK$     US$  
REVENUE     7,849,116       6,081,430       776,059  
                         
OPERATING EXPENSES:                        
Selling, general and administrative expenses     (6,257,023 )     (7,230,225 )     (922,658 )
Total operating expenses     (6,257,023 )     (7,230,225 )     (922,658 )
                         
INCOME FROM OPERATIONS     1,592,093       (1,148,795 )     (146,599 )
                         
OTHER INCOME (EXPENSE)                        
Interest income     97       1,957,509       249,800  
Other income     144,000       -       -  
Other expenses     (127,299 )     (81,527 )     (10,404 )
Total other income, net     16,798       1,875,982       239,396  
                         
INCOME BEFORE INCOME TAXES     1,608,891       727,187       92,797  
INCOME TAX EXPENSES     (132,734 )     -       -  
NET INCOME     1,476,157       727,187       92,797  
                         
WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES                        
Basic and diluted     15,000,000       20,256,099       20,256,099  
                         
EARNINGS PER SHARE                        
Basic and diluted     0.10       0.04       0.005