香港交易及結算所有限公司及香港聯合交易所有限公司對本公佈的內容概不負責, 對其 準確性或完整性亦不發表任何聲明, 並明確表示概不就因本公佈全部或任何部分內容而 產生或因倚賴該等內容而引致的任何損失承擔任何責任。 China Baoli Technologies Holdings Limited 中 國 寶 力 科 技 控 股 有 限 公 司 本公司可於市場條件及業務需求的適當時候，開展進一步的集資活動。此外，本公 司正積極探索並物色其他融資來源，以鞏固其資本基礎。 (ii) 本公司仍在與債權人積極商議將本公司未償債務轉換為本公司股本事宜。預期公司 與債權人可盡快達成協議，此舉將有助改善本公司的財務狀況。若本公司與債權人 - 1 - 達成任何最終協議，將會根據上市規則的規定作出適當公告。 董事會將繼續竭盡所能實施各項措施，旨在解決不發表意見所涉的相關問題，並將在 適當時候刊發進一步公告。 （於百慕達註冊成立之有限公司） （股份代號：164） 有關截至二零二五年三月三十一日止年度報告 所載不發表意見之更新 中國寶力科技控股有限公司（「本公司」，連同其附屬公司，統稱「本集團」）董事（「董 事」）会（「董事會」）謹此 ...

股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年7月31日 狀態: 新提交 致：香港交易及結算所有限公司 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | | 於香港聯交所上市 (註1) | 是 | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 00164 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 65,000,000,000 | HKD | | 0.01 | HKD | | 650,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 65,000,000,000 | HKD | | 0.01 | HKD | | 650,000,000 | 本月底法定/註冊股本總額： HKD 650,000,000 FF301 第 1 ...

2024/25 ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT 環境、社會及管治報告 CONTENTS 目錄 | ABOUT THE GROUP | 2 | | --- | --- | | 關於本集團 | | | ABOUT THE REPORT | 2 | | 關於本報告 | | | REPORTING SCOPE | 2 | | 報告範圍 | | | REPORTING STANDARD | 3 | | 報告準則 | | | BOARD APPROVAL | 3 | | 董事會審核 | | | FEEDBACK | 3 | | 報告反饋 | | | GOVERNANCE STRUCTURE | 4 | | 監管架構 | | | APPROACH AND STRATEGY | 5 | | 方法及策略 | | | STAKEHOLDERS ENGAGEMENT | 6 | | 持份者參與 | | | MATERIALITY ASSESSMENT | | | 8 | | --- | --- | --- | --- | | 重要性評估 | | | | | A. ENVIRO ...

2024/25 ANNUAL REPORT 年報 CONTENTS 目錄 | Corporate Information | 2 | | --- | --- | | 公司資料 | | | Management Discussion and Analysis | 4 | | 管理層討論及分析 | | | Biographical Details of Directors and Senior | 15 | | Management | | | 董事及高級管理人員履歷 | | | Report of the Directors | 21 | | 董事會報告 | | | Corporate Governance Report | 38 | | 企業管治報告 | | | Independent Auditor's Report | 65 | | --- | --- | | 獨立核數師報告 | | | Consolidated Statement of Profit or Loss | 68 | | 綜合損益表 | | | Consolidated Statement of Profit or Loss and | 6 ...

[Annual Performance Summary](index=1&type=section&id=Annual%20Performance%20Summary) The company's financial performance for the year ended March 31, 2025, shows a significant reduction in net loss and total comprehensive loss, despite a revenue decline, while the balance sheet reflects reduced non-current assets and persistent net liabilities [Consolidated Income Statement](index=2&type=section&id=Consolidated%20Income%20Statement) For the year ended March 31, 2025, the company experienced a revenue decrease but a substantial narrowing of net loss, primarily due to gains from financial liability derecognition and reversal of expected credit losses | Indicator | 2025 (HKD Thousands) | 2024 (HKD Thousands) | Change (HKD Thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Revenue | 48,246 | 55,294 | (7,048) | -12.75% | | Cost of revenue | (40,801) | (45,856) | 5,055 | -11.02% | | Gross profit | 7,445 | 9,438 | (1,993) | -21.12% | | Other income, gains and losses, net | 355 | 15,679 | (15,324) | -97.74% | | Selling and distribution expenses | (277) | (2,627) | 2,350 | -89.46% | | Administrative expenses | (27,820) | (32,655) | 4,835 | -14.81% | | Impairment loss on intangible assets | (191) | (1,196) | 1,005 | -84.03% | | Reversal of impairment loss (impairment loss) under expected credit loss model | 6,483 | (10,291) | 16,774 | -163.00% | | Impairment loss on goodwill | (5,216) | (1,688) | (3,528) | 209.00% | | Gain on derecognition of financial liabilities | 27,474 | – | 27,474 | - | | Finance costs | (9,674) | (10,338) | 664 | -6.42% | | Loss before tax | (1,435) | (33,704) | 32,269 | -95.74% | | Loss for the year | (1,455) | (33,704) | 32,249 | -95.69% | | Loss for the year attributable to owners of the Company | (533) | (30,775) | 30,242 | -98.27% | | Basic and diluted loss per share | (0.01) HKD | (0.38) HKD | 0.37 HKD | -97.37% | [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=3&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) Total comprehensive loss for the year significantly narrowed, mainly due to a reduction in the loss for the year, despite exchange losses arising from the translation of overseas operations | Indicator | 2025 (HKD Thousands) | 2024 (HKD Thousands) | Change (HKD Thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Loss for the year | (1,455) | (33,704) | 32,249 | -95.69% | | Exchange differences arising on translation of overseas operations | (2,606) | 75 | (2,681) | -3574.67% | | Total comprehensive loss for the year | (4,061) | (33,629) | 29,568 | -87.92% | | Total comprehensive loss attributable to owners of the Company | (3,035) | (30,730) | 27,695 | -90.12% | [Consolidated Statement of Financial Position](index=4&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, the company's non-current assets decreased, and net current liabilities narrowed, but net liabilities persist, indicating ongoing financial pressure | Indicator | 2025 (HKD Thousands) | 2024 (HKD Thousands) (Restated) | Change (HKD Thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Total non-current assets | 3,801 | 10,569 | (6,768) | -64.04% | | Total current assets | 69,917 | 57,721 | 12,196 | 21.13% | | Total current liabilities | 315,911 | 429,321 | (113,410) | -26.42% | | Net current liabilities | (245,994) | (371,600) | 125,606 | -33.80% | | Total non-current liabilities | 118,622 | 13,699 | 104,923 | 765.97% | | Net liabilities | (360,815) | (374,730) | 13,915 | -3.71% | | Equity attributable to owners of the Company | (345,438) | (360,379) | 14,941 | -4.15% | | Total deficit | (360,815) | (374,730) | 13,915 | -3.71% | - Goodwill has been **fully impaired to zero**, while derivative financial instruments (non-current) significantly increased[6](index=6&type=chunk) [Notes to the Financial Statements](index=6&type=section&id=Notes%20to%20the%20Financial%20Statements) These notes provide detailed information on the company's general background, application of accounting standards, basis of financial statement preparation, and specific financial line items [General Information](index=6&type=section&id=General%20Information) The company is a Bermuda-registered investment holding company, with subsidiaries primarily engaged in dry grinding and dry separation business and integrated media business, and its financial statements are presented in HKD and measured at historical cost - The Company's principal business is investment holding, with subsidiaries primarily engaged in **dry grinding and dry separation business** and **integrated media business**[8](index=8&type=chunk) - The consolidated financial statements are presented in **Hong Kong Dollars** and prepared on a **historical cost basis**, except for derivative financial instruments[9](index=9&type=chunk)[10](index=10&type=chunk) [Application of Accounting Standards](index=6&type=section&id=Application%20of%20Accounting%20Standards) This year saw the first-time application of several HKFRS amendments, with a significant impact on the statement of financial position due to the reclassification of certain convertible bonds to current liabilities, while other amendments had no material effect - This year, the first-time application of **HKAS 1 amendments** resulted in the retrospective reclassification of approximately **HKD 21,158,000** of convertible bond liabilities from non-current to current liabilities[11](index=11&type=chunk)[13](index=13&type=chunk)[14](index=14&type=chunk) - Other effective HKAS amendments (such as non-current liabilities with covenants, supplier finance arrangements, and lease liabilities in sale and leaseback transactions) had **no material impact** on the consolidated financial statements[15](index=15&type=chunk)[16](index=16&type=chunk)[19](index=19&type=chunk)[20](index=20&type=chunk)[21](index=21&type=chunk)[22](index=22&type=chunk) [Amendments to Accounting Standards Effective](index=6&type=section&id=Amendments%20to%20Accounting%20Standards%20Effective) Several HKFRS amendments became effective this year, notably reclassifying a portion of convertible bonds as current liabilities, while others had no material impact on the financial statements | Amendment Name | Impact Overview | | :--- | :--- | | Amendments to HKAS 1: Classification of Liabilities as Current or Non-current | Led to the reclassification of approximately **HKD 21,695,000** (2024: HKD 21,158,000) of the liability component of the convertible bonds issued on June 30, 2023, to current liabilities | | Amendments to HKAS 1: Non-current Liabilities with Covenants | No material impact | | Amendments to HK(IFRIC)-Int 5: Presentation of Financial Statements—Classification by the Borrower of a Term Loan that Contains a Repayment on Demand Clause | No material impact | | Amendments to HKAS 7 and HKFRS 7: Supplier Finance Arrangements | No material impact | | Amendments to HKFRS 16: Lease Liability in a Sale and Leaseback | No material impact | [Amendments to Accounting Standards Not Yet Effective](index=8&type=section&id=Amendments%20to%20Accounting%20Standards%20Not%20Yet%20Effective) The company's directors are evaluating the potential impact of new or revised HKFRS standards issued but not yet effective, though their impact on the consolidated financial statements cannot yet be reasonably estimated - The Company's directors are evaluating the possible impact of several new/revised HKFRS standards issued but not yet effective, but are **not yet able to reasonably estimate their impact** on the consolidated financial statements[23](index=23&type=chunk) [Basis of Preparation of Consolidated Financial Statements and Significant Accounting Policies](index=9&type=section&id=Basis%20of%20Preparation%20of%20Consolidated%20Financial%20Statements%20and%20Significant%20Accounting%20Policies) The consolidated financial statements are prepared on a going concern basis, despite significant liquidity challenges and net liabilities, with management implementing various plans to address going concern uncertainties, including financing activities, loan capitalization, loan term extensions, and cost control - As of March 31, 2025, the Group incurred a loss of **HKD 1,455,000**, with current liabilities exceeding current assets by **HKD 245,994,000**, and net liabilities of **HKD 360,815,000**, indicating **significant going concern uncertainties**[27](index=27&type=chunk) - To address going concern challenges, management has implemented several measures, including: - Completing share placements and convertible bond issuances, raising approximately **HKD 17,757,000** in net proceeds[28](index=28&type=chunk)[29](index=29&type=chunk) - Actively negotiating with lenders for loan capitalization and extension of loan terms, including converting approximately **HKD 139,004,000** of Chongqing Zifeng's loan into convertible bonds[30](index=30&type=chunk)[31](index=31&type=chunk) - Continuing to control administrative costs and unnecessary capital expenditures[32](index=32&type=chunk) - Expanding the application of dry grinding and dry separation technology, expected to **enhance profitability**[33](index=33&type=chunk) [Going Concern Assumption](index=9&type=section&id=Going%20Concern%20Assumption) The group faces significant going concern uncertainties due to a loss for the year, net current liabilities, net liabilities, and limited cash and cash equivalents, necessitating management's strategic actions - The Group recorded a loss of **HKD 1,455,000** for FY2025, with net current liabilities of **HKD 245,994,000**, net liabilities of **HKD 360,815,000**, and cash and cash equivalents of only **HKD 7,542,000**, indicating **significant going concern uncertainties**[27](index=27&type=chunk) - Management has undertaken financing activities and debt restructuring, including **placing shares**, **issuing convertible bonds**, and **reaching a settlement with creditor Chongqing Zifeng** to convert loans into convertible bonds[28](index=28&type=chunk)[30](index=30&type=chunk) - The company will continue to **control administrative costs and capital expenditures** and **expand the application of dry grinding and dry separation technology** to improve profitability and liquidity[32](index=32&type=chunk)[33](index=33&type=chunk) [Revenue](index=12&type=section&id=Revenue) For the year ended March 31, 2025, total revenue decreased by 12.75%, with a significant decline in integrated media business revenue offset by growth in the dry grinding and dry separation business | Business Segment | 2025 (HKD Thousands) | 2024 (HKD Thousands) | Change (HKD Thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Integrated Media Business (Multimedia and Advertising Services) | 36,898 | 49,696 | (12,798) | -25.75% | | Dry Grinding and Dry Separation Business (Sale of Goods) | 11,348 | 5,598 | 5,750 | 102.72% | | **Total** | **48,246** | **55,294** | **(7,048)** | **-12.75%** | - Revenue from the integrated media business is recognized "over time," while the dry grinding and dry separation business recognizes revenue "at a point in time"[34](index=34&type=chunk) [Other Income, Gains and Losses, Net](index=13&type=section&id=Other%20Income%2C%20Gains%20and%20Losses%2C%20Net) Other income, gains and losses, net, significantly decreased, primarily due to large exchange gains and waiver of other payables in the prior year, while the current year recorded exchange losses | Item | 2025 (HKD Thousands) | 2024 (HKD Thousands) | Change (HKD Thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Net fair value gain on derivative component of convertible bonds | 576 | 1,054 | (478) | -45.35% | | Net exchange (loss) gain | (1,225) | 8,105 | (9,330) | -115.11% | | Waiver of other payables | – | 5,972 | (5,972) | -100.00% | | Others | 1,004 | 548 | 456 | 83.21% | | **Total** | **355** | **15,679** | **(15,324)** | **-97.74%** | [Finance Costs](index=13&type=section&id=Finance%20Costs) Finance costs slightly decreased, mainly due to reduced interest on borrowings, though interest on convertible bonds significantly increased | Item | 2025 (HKD Thousands) | 2024 (HKD Thousands) | Change (HKD Thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Placement notes interest at effective interest rate | 1,500 | 1,500 | 0 | 0.00% | | Convertible bonds interest at effective interest rate | 4,726 | 1,730 | 2,996 | 173.18% | | Borrowings | 3,337 | 6,776 | (3,439) | -50.76% | | Lease liabilities | 111 | 332 | (221) | -66.57% | | **Total** | **9,674** | **10,338** | **(664)** | **-6.42%** | [Loss Before Tax](index=13&type=section&id=Loss%20Before%20Tax) Loss before tax significantly narrowed, primarily benefiting from changes in staff costs, auditor's remuneration, inventory costs, depreciation, and amortization expenses | Item | 2025 (HKD Thousands) | 2024 (HKD Thousands) | Change (HKD Thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Staff costs | 13,464 | 9,711 | 3,753 | 38.65% | | Auditor's remuneration | 1,440 | 1,400 | 40 | 2.86% | | Cost of inventories | 11,205 | 5,607 | 5,598 | 99.84% | | Depreciation of property, plant and equipment | 208 | 166 | 42 | 25.30% | | Depreciation of right-of-use assets | 1,498 | 1,706 | (208) | -12.19% | | Development costs for iron ore dry grinding and dry separation business | – | 3,084 | (3,084) | -100.00% | | Amortisation of intangible assets | 29 | 29 | 0 | 0.00% | - Staff costs increased, mainly due to higher salaries and other benefits and contributions to retirement benefit schemes[35](index=35&type=chunk) [Income Tax Expense](index=14&type=section&id=Income%20Tax%20Expense) The current year recorded current tax expense in China, while no tax provision was made for Hong Kong subsidiaries due to tax losses | Item | 2025 (HKD Thousands) | 2024 (HKD Thousands) | | :--- | :--- | :--- | | Current tax – China | 20 | – | - No Hong Kong profits tax provision was made for Hong Kong subsidiaries due to recorded tax losses[36](index=36&type=chunk) [Dividends](index=14&type=section&id=Dividends) For the year ended March 31, 2025, the company neither paid nor proposed any dividends - No dividends were paid or proposed by the Company during the year and since the end of the reporting period[37](index=37&type=chunk) [Loss Per Share](index=14&type=section&id=Loss%20Per%20Share) Basic and diluted loss per share attributable to owners of the company significantly narrowed, primarily due to a reduction in the loss attributable to owners of the company for the year | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Loss for the year attributable to owners of the Company (HKD Thousands) | (533) | (30,775) | | Weighted average number of ordinary shares (Thousands) | 107,191 | 84,017 | | Basic and diluted loss per share (HKD) | (0.01) | (0.38) | - Diluted loss per share is the same as basic loss per share because the potential ordinary shares from convertible bonds had an **anti-dilutive effect**[40](index=40&type=chunk) [Trade and Other Receivables](index=15&type=section&id=Trade%20and%20Other%20Receivables) Net trade and other receivables increased, with a slight decrease in trade receivables, but a significant reduction in credit loss provision and a notable increase in other receivables and deposits | Item | 2025 (HKD Thousands) | 2024 (HKD Thousands) | Change (HKD Thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Trade receivables | 28,004 | 35,093 | (7,089) | -20.20% | | Less: Provision for credit losses | (3,904) | (10,911) | 7,007 | -64.22% | | Net trade receivables | 24,100 | 24,182 | (82) | -0.34% | | Other receivables and deposits | 33,381 | 24,726 | 8,655 | 35.00% | | Prepayments | 5,509 | 9,597 | (4,088) | -42.60% | | Net other receivables, prepayments and deposits | 35,885 | 31,842 | 4,043 | 12.69% | | **Net trade and other receivables** | **59,985** | **56,024** | **3,961** | **7.07%** | - The credit period granted for trade receivables generally ranges from **0 to 30 days**[42](index=42&type=chunk) - The aging analysis of trade receivables shows a **significant increase** in items over 365 days[41](index=41&type=chunk) [Trade and Other Payables](index=16&type=section&id=Trade%20and%20Other%20Payables) Total trade and other payables slightly increased, with a decrease in trade payables offset by increases in amounts due to shareholders and directors, accrued staff costs, and interest payables | Item | 2025 (HKD Thousands) | 2024 (HKD Thousands) | Change (HKD Thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Trade payables | 25,736 | 31,896 | (6,160) | -19.31% | | Other payables and accruals | 23,883 | 22,746 | 1,137 | 5.00% | | Accrued staff costs | 14,657 | 11,301 | 3,356 | 29.70% | | Amounts due to shareholders and directors | 79,824 | 81,878 | (2,054) | -2.51% | | Amounts due to employees | 13,735 | 11,885 | 1,850 | 15.57% | | Deposits received | 17,640 | 15,640 | 2,000 | 12.79% | | Interest payable on other borrowings and bank borrowings | 7,658 | 3,901 | 3,757 | 96.31% | | Interest payable on convertible bonds | 1,007 | 527 | 480 | 91.08% | | Interest payable on placement notes | 12,004 | 10,504 | 1,500 | 14.28% | | **Total** | **196,144** | **190,278** | **5,866** | **3.08%** | - The credit period granted by trade creditors generally ranges from **7 to 45 days**[43](index=43&type=chunk) [Share Capital](index=17&type=section&id=Share%20Capital) As of March 31, 2025, issued and fully paid share capital increased due to share placements and subscriptions, reflecting the company's equity financing efforts to improve its financial position | Item | 2025 (Thousands of Shares) | 2024 (Thousands of Shares) | Change (Thousands of Shares) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Issued and fully paid shares as at March 31, 2024 | 84,017 | 84,017 | 0 | 0.00% | | Shares issued for placement | 13,418 | – | 13,418 | - | | Shares issued for subscription | 9,756 | – | 9,756 | - | | **Issued and fully paid shares as at March 31, 2025** | **107,191** | **84,017** | **23,174** | **27.58%** | - The 2024 placement raised net proceeds of approximately **HKD 13,757,000**, used for debt settlement, business development, and general working capital[45](index=45&type=chunk) - The share subscription raised net proceeds of approximately **HKD 4,000,000**, used for settling outstanding debts and general working capital[45](index=45&type=chunk) [Independent Auditor's Report Summary](index=19&type=section&id=Independent%20Auditor%27s%20Report%20Summary) This section summarizes the independent auditor's disclaimer of opinion on the consolidated financial statements, primarily due to significant uncertainties regarding the company's ability to continue as a going concern [Disclaimer of Opinion](index=19&type=section&id=Disclaimer%20of%20Opinion) The auditor disclaimed an opinion on the group's consolidated financial statements for the year ended March 31, 2025, due to insufficient appropriate audit evidence, particularly concerning significant uncertainties related to going concern - The auditor disclaimed an opinion on the consolidated financial statements due to **insufficient appropriate audit evidence**[47](index=47&type=chunk) [Basis for Disclaimer of Opinion](index=19&type=section&id=Basis%20for%20Disclaimer%20of%20Opinion) The primary reason for the auditor's disclaimer of opinion is the significant uncertainty regarding the company's ability to continue as a going concern, evidenced by recurring losses, net current liabilities, net liabilities, and insufficient cash to cover borrowings - The Group incurred a loss of approximately **HKD 1,455,000** for FY2025, with current liabilities exceeding current assets by approximately **HKD 245,994,000**, and net liabilities of approximately **HKD 360,815,000**[48](index=48&type=chunk) - The Group's total borrowings and convertible bond liabilities amounted to approximately **HKD 234,237,000**, while cash and cash equivalents were only approximately **HKD 7,542,000**, indicating **significant doubt about its ability to continue as a going concern**[48](index=48&type=chunk) - The auditor was unable to determine whether the directors' assumption of preparing the consolidated financial statements on a **going concern basis** was proper and appropriate[48](index=48&type=chunk)[49](index=49&type=chunk) [Management Discussion and Analysis](index=20&type=section&id=Management%20Discussion%20and%20Analysis) This section provides an overview of the company's business performance, strategic direction, financial position, and significant events, highlighting both operational achievements and ongoing challenges [Business Review](index=20&type=section&id=Business%20Review) This year, global economic challenges persisted, impacting business activities, leading to a decline in total revenue but a significant narrowing of net loss due to cost control and financial liability derecognition gains, with dry grinding and dry separation business growing and integrated media business facing market contraction - For the year ended March 31, 2025, the Group recorded consolidated revenue of approximately **HKD 48,246,000** (2024: HKD 55,294,000) and a gross profit of **HKD 7,445,000** (2024: HKD 9,438,000)[50](index=50&type=chunk) - Net loss significantly decreased to approximately **HKD 1,455,000** (2024: HKD 33,704,000), primarily due to a **reversal of expected credit loss of HKD 6,483,000**, a **gain on derecognition of financial liabilities of HKD 27,474,000**, and reduced administrative expenses[51](index=51&type=chunk) [Dry Grinding and Dry Separation Business](index=20&type=section&id=Dry%20Grinding%20and%20Dry%20Separation%20Business) The dry grinding and dry separation business saw revenue growth and expanded its application to new ore types, securing strategic partnerships and exclusive mining rights in Mongolia - Revenue from the dry grinding and dry separation business increased to approximately **HKD 11,348,000** (2024: HKD 5,598,000), mainly from titanium dioxide distribution[52](index=52&type=chunk) - The Group has expanded its dry grinding and dry separation technology application to **new ore types like ilmenite** and collaborated with technology partners to strengthen its position in mining processing technology[52](index=52&type=chunk) - A strategic cooperation agreement was signed with a Mongolian coal mine, granting **exclusive mining production rights** with a target annual output gradually increasing to **2 million tonnes**, ultimately reaching **5 million tonnes**[53](index=53&type=chunk) [Integrated Media Business](index=21&type=section&id=Integrated%20Media%20Business) The integrated media business experienced a revenue decline due to market contraction and increased digital platform competition, prompting expansion into content promotion services across various platforms and advertising contracts - Integrated media business revenue decreased to approximately **HKD 36,898,000** (2024: HKD 49,696,000), primarily affected by the **shrinking Chinese market** and **increased competition from digital platforms**[54](index=54&type=chunk) - The Group has expanded its integrated media business to provide **content promotion services** for clients, distributing content through platforms like Tencent and Kuaishou, and securing advertising contracts for lightbox ads, outdoor LED mall displays, and promotional video production[54](index=54&type=chunk) [Other Businesses](index=21&type=section&id=Other%20Businesses) The group actively monitors market developments to identify suitable opportunities for regional operations and investments - The Group actively monitors market developments and seeks suitable opportunities for **regional operations and investments**[55](index=55&type=chunk) [Business Model and Strategies](index=22&type=section&id=Business%20Model%20and%20Strategies) The company's business strategy is founded on diversification, aiming for long-term sustainable growth and enhanced shareholder value, while focusing on attractive investment opportunities and maintaining prudent financial management - **Diversification** is the cornerstone of the Group's business strategy, committed to **long-term sustainable growth** and **enhancing shareholder value**[56](index=56&type=chunk) - The Group focuses on identifying **attractive investment opportunities** to strengthen and broaden its business scope, with **prudent financial management** as a key focus across all business segments[56](index=56&type=chunk) [Prospects](index=22&type=section&id=Prospects) Looking ahead, the company is cautiously optimistic, pursuing a strategic transformation to prioritize technology-driven businesses in mining processing and digital infrastructure, with plans to expand coal processing technology and explore data center and cryptocurrency mining opportunities using mine-mouth power facilities - The Group is undergoing a **strategic transformation**, prioritizing scalable technology-driven businesses in **mining processing and digital infrastructure**[57](index=57&type=chunk) - Plans include expanding coal processing technology applications and establishing a presence in **Mongolia and other mineral-rich countries**, aiming to build a broader international footprint[57](index=57&type=chunk) - The company is exploring the use of **cost-effective power supply from mine-mouth power facilities** for data center development and cryptocurrency mining initiatives, expected to **reduce production costs**, **drive business growth**, and **enhance profitability**[57](index=57&type=chunk)[58](index=58&type=chunk) [Liquidity and Financial Resources](index=23&type=section&id=Liquidity%20and%20Financial%20Resources) As of March 31, 2025, the company's bank balances and cash significantly increased, total borrowings slightly decreased, and the liquidity ratio improved, primarily due to effective debt restructuring measures | Indicator | 2025 (HKD Thousands) | 2024 (HKD Thousands) | Change (HKD Thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Bank balances and cash | 7,542 | 1,697 | 5,845 | 344.43% | | Total borrowings (including convertible bond liabilities) | 234,237 | 246,295 | (12,058) | -4.90% | | Borrowings due within one year | 115,975 | 233,162 | (117,187) | -50.26% | | Gearing ratio (Total borrowings/Total deficit) | 64.9% | 65.7% | -0.8% | -1.22% | | Current ratio (Current assets/Current liabilities) | 22.1% | 13.4% | 8.7% | 64.93% | - The improvement in the liquidity ratio is mainly attributable to **effective debt restructuring measures**, including placements and extension of loan tenures[60](index=60&type=chunk) - Approximately **96.5%** of borrowings bear interest at fixed rates (2024: 37.5%)[61](index=61&type=chunk) [Reversal of Impairment Loss Under Expected Credit Loss Model](index=23&type=section&id=Reversal%20of%20Impairment%20Loss%20Under%20Expected%20Credit%20Loss%20Model) The year saw a reversal of impairment loss for trade and other receivables under the expected credit loss model, mainly due to a settlement reached with a major customer, improving the credit position | Item | 2025 (HKD Thousands) | 2024 (HKD Thousands) | | :--- | :--- | :--- | | Reversal of impairment loss (impairment loss) for trade and other receivables under expected credit loss model | 6,483 | (10,291) | - The reversal of impairment loss was primarily due to a **settlement reached with a major customer** during the year and the recognition of settlement arrangements after the reporting period[63](index=63&type=chunk) - An impairment loss of **HKD 2,255,000** was recognized for receivables from a licensee, with related litigation ongoing[63](index=63&type=chunk) [Capital Commitments](index=24&type=section&id=Capital%20Commitments) As of March 31, 2025, the group's capital commitments contracted but not provided for in the consolidated financial statements slightly increased | Item | 2025 (HKD Thousands) | 2024 (HKD Thousands) | | :--- | :--- | :--- | | Capital commitments contracted but not provided for | 152,801 | 152,114 | [Pledge of Assets](index=24&type=section&id=Pledge%20of%20Assets) As of March 31, 2025, the group had not pledged any assets to secure borrowings - The Group had **no assets pledged** to secure borrowings as at March 31, 2025 and 2024[65](index=65&type=chunk) [Contingent Liabilities](index=24&type=section&id=Contingent%20Liabilities) Apart from litigation matters, the group had no other significant contingent liabilities as of March 31, 2025 - Apart from litigation, the Group had **no other significant contingent liabilities** as at March 31, 2025[66](index=66&type=chunk) [Events After Reporting Period](index=24&type=section&id=Events%20After%20Reporting%20Period) Subsequent to the reporting period, the company proposed a rights issue to raise funds, but as of the date of the consolidated financial statements, the rights issue had not been completed and subscription rates were low - The Company proposed a rights issue on the basis of **four rights shares for every one existing share** to raise gross proceeds of up to **HKD 171,505,000 or HKD 202,545,000**[67](index=67&type=chunk) - As of May 19, 2025, the subscription rate for rights shares received was approximately **1.571%**[67](index=67&type=chunk) - The rights issue has **not yet been completed**, and the final placement period has been extended multiple times[68](index=68&type=chunk) [Litigation](index=25&type=section&id=Litigation) The company is involved in two major lawsuits: one for debt recovery related to placement notes and another for a contract dispute concerning an advertising franchise agreement, both of which are ongoing without final judgments - The Company is involved in a lawsuit initiated by a creditor for **debt recovery related to placement notes**, seeking **HKD 10 million in principal** and **HKD 1.26 million in outstanding interest**, with the trial scheduled for March 2026[69](index=69&type=chunk)[70](index=70&type=chunk) - The Company has a **contract dispute with a licensee** regarding an advertising franchise agreement, with multiple lawsuits filed in both Chinese and Hong Kong courts concerning refunds and damages, but **no final judgments** have been rendered yet[71](index=71&type=chunk)[72](index=72&type=chunk)[73](index=73&type=chunk)[74](index=74&type=chunk) [Other Information](index=28&type=section&id=Other%20Information) This section covers various corporate governance aspects, including dividend policy, compliance with listing rules, directors' securities transactions, audit committee functions, auditor's scope of work, and board composition [Dividends](index=28&type=section&id=Dividends) The Board of Directors does not recommend the payment of a final dividend for the year ended March 31, 2025 - The Board of Directors does not recommend the payment of a final dividend for the year ended March 31, 2025[75](index=75&type=chunk) [Corporate Governance](index=28&type=section&id=Corporate%20Governance) The company is committed to maintaining high standards of corporate governance, having complied with the Corporate Governance Code in Appendix C1 of the Listing Rules and adopted a code of conduct for directors' securities transactions - The Company has complied with the **Corporate Governance Code** set out in Appendix C1 of the Listing Rules and regularly reviews its corporate governance practices[76](index=76&type=chunk) - The Company has adopted a **code of conduct for directors' securities transactions**, and all directors have confirmed compliance with the relevant provisions[77](index=77&type=chunk) [Standard Code for Securities Transactions by Directors](index=28&type=section&id=Standard%20Code%20for%20Securities%20Transactions%20by%20Directors) The company has adopted a code of conduct for directors' securities transactions no less exacting than the Listing Rules' standard code, and all directors have confirmed compliance - The Company has adopted a **code of conduct for directors' securities transactions** whose terms are no less exacting than the Standard Code set out in Appendix C3 of the Listing Rules[77](index=77&type=chunk) - All directors confirmed compliance with the Standard Code and the Company's code of conduct for directors' securities transactions throughout the review period and up to the date of this announcement[77](index=77&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=28&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20the%20Company%27s%20Listed%20Securities) For the year ended March 31, 2025, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities - During the year, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[78](index=78&type=chunk) [Audit Committee](index=29&type=section&id=Audit%20Committee) The Audit Committee, comprising three independent non-executive directors, has reviewed the company's consolidated financial statements for the year ended March 31, 2025 - The Audit Committee comprises **three independent non-executive directors** and is responsible for reviewing and overseeing the Group's financial reporting process and internal controls[79](index=79&type=chunk) - The Audit Committee has reviewed the Company's consolidated financial statements for the year ended March 31, 2025[80](index=80&type=chunk) [Scope of Work of Mazars CPA Limited](index=29&type=section&id=Scope%20of%20Work%20of%20Mazars%20CPA%20Limited) The auditor confirmed the consistency of financial figures in the preliminary results announcement with the draft consolidated financial statements, but this work did not constitute an assurance engagement, thus no assurance conclusion was expressed - The auditor has agreed the financial figures in the preliminary results announcement with the draft consolidated financial statements[81](index=81&type=chunk) - The work performed by the auditor does not constitute an assurance engagement, and therefore no assurance conclusion has been expressed on the preliminary results announcement[81](index=81&type=chunk) [Publication of Annual Results and 2024/25 Annual Report](index=29&type=section&id=Publication%20of%20Annual%20Results%20and%202024%2F25%20Annual%20Report) The annual results announcement has been published on the HKEX and the company's website, with the annual report to be dispatched to shareholders and published by the end of July 2025 - The annual results announcement has been published on the HKEX and the Company's website[82](index=82&type=chunk) - The Company's 2024/25 Annual Report will be dispatched to shareholders and published on the HKEX and the Company's website by the end of July 2025[82](index=82&type=chunk) [Board of Directors](index=29&type=section&id=Board%20of%20Directors) As of the announcement date, the Board of Directors comprises four executive directors and three independent non-executive directors - Executive Directors include **Mr. Wang Bin (Chairman)**, **Mr. Zhang Yi (Vice Chairman)**, **Ms. Zhu Weining (Chief Executive Officer)**, and **Ms. Lin Shimin**[84](index=84&type=chunk) - Independent Non-executive Directors include **Mr. Chan Fong Kong, Francis**, **Mr. Chan Kee Huen, Michael**, and **Mr. Fung Man**[84](index=84&type=chunk)

Financial Performance - The convergence media business generated approximately HK$7,058,000 in revenue for the six months ended 30 September 2024, a decline from HK$25,623,000 in the previous year[9]. - The Group recorded a revenue of approximately HK$14,630,000, representing a reduction of approximately 42.9% compared to the previous corresponding period[31]. - For the six months ended 30 September 2024, the Group reported revenue of approximately HK$14,630,000, a decline from HK$25,263,000 in the same period last year, reflecting broader economic challenges[142]. - The loss for the period narrowed to approximately HK$7,962,000, with loss attributable to owners of the Company at approximately HK$7,520,000[31]. - The loss for the period decreased significantly to HK$7,962,000, down from HK$12,210,000 for the same period last year, indicating improved operational efficiency[142]. Business Strategy and Expansion - The Group anticipates substantial growth in the DGDB business, driven by increasing demand for energy-efficient and sustainable mining solutions[20]. - The Group plans to expand operations from iron ore processing to coal mining and develop a presence in Mongolia and other mineral-rich countries[20]. - The Group's initiatives include coal mine DGDB projects, maritime DGDB technologies, mobile power generation, and cryptocurrency mining to enhance its presence in the mining industry[21]. - The Group plans to expand its dry milling and dry selection business in response to growing demand for energy-saving and sustainable mining solutions[25]. - The Group aims to shift its focus from media business to coal mining and expand operations in Mongolia and other resource-rich countries[25]. - The Group intends to further expand into cryptocurrency mining and potentially data center business utilizing the cost-effective power generation from the pithead power plant[89]. Financial Management and Capital Structure - The Group is committed to optimizing its capital structure and enhancing shareholder value while focusing on expanding DGDB operations[22]. - The Group's liquidity ratio improved to 21.7% as of 30 September 2024, up from 14.1% as of 31 March 2024, due to effective debt restructuring initiatives[32]. - Total borrowings as of 30 September 2024 were approximately HK$249,273,000, with 27.2% in HKD and 72.8% in RMB[32]. - The gearing ratio decreased to 56.6% as of 30 September 2024, down from 65.7% as of 31 March 2024[32]. - The Group continues to seek opportunities to optimize its capital structure and enhance shareholder value while focusing on sustainable technology trends[28]. Challenges and Market Conditions - The convergence media business faces challenges due to a strategic shift in operational focus and a difficult advertising market in China[12]. - The Group faced significant challenges in the Convergence Media Business, including reduced marketing budgets from customers and intensified price competition, leading to decreased contract values and durations[114]. - The Group's diversified business model is strategically leveraged to adapt to market changes amid subdued macroeconomic conditions in Hong Kong and mainland China[142]. Corporate Governance and Compliance - The company has adopted a code of conduct regarding directors' securities transactions, which all directors have confirmed compliance with throughout the review period[194]. - The company is committed to maintaining high levels of corporate governance and regularly reviews its governance practices to ensure compliance[191]. - The Audit Committee has reviewed the unaudited condensed consolidated financial statements for the six months ended September 30, 2024[193]. Employee and Operational Metrics - As of September 30, 2024, the Group employed 62 employees, a decrease from 80 employees as of September 30, 2023[78]. - Staff costs for the six months ended September 30, 2024, amounted to approximately HK$5,380,000, compared to HK$4,516,000 for the same period in 2023, representing an increase of 19.1%[78]. Shareholder and Equity Information - A total of 3,721,561 share options may be issued under the Share Option Scheme, representing approximately 4.26% of the weighted average number of shares in issue for the period[1]. - The company issued Convertible Bonds with a total principal amount of HK$6,000,000, convertible into no more than 1,500,000 shares at an initial conversion price of HK$4.00[49]. - The company entered into a Settlement Agreement involving the issuance of Convertible Bonds amounting to RMB128,370,000, equivalent to approximately HK$139,003,790, which may convert into 11,678,635 shares at a conversion price of HK$11.9024[54]. - The company completed a placement of up to 16,803,334 shares at an adjusted price of HK$1.070 per share, with the completion date extended to July 2, 2024[50]. - The Board does not recommend the payment of any interim dividend for the six months ended September 30, 2024, consistent with no dividend paid in the same period of 2023[83].

Financial Performance - For the six months ended September 30, 2024, the company reported a revenue of HKD 14,630,000, a decrease from HKD 25,623,000 in the same period of 2023, representing a decline of 42.8%[4] - The gross profit for the same period was HKD 2,668,000, compared to HKD 2,337,000 in 2023, indicating an increase of 14.2%[4] - The net loss for the six months ended September 30, 2024, was HKD 7,962,000, an improvement from a net loss of HKD 12,210,000 in 2023, reflecting a reduction of 34.6%[6] - Total revenue for the six months ended September 30, 2024, was HKD 25,623,000, with a segment loss of HKD 11,025,000[32] - The group reported a pre-tax loss of HKD 12,225,000 for the six months ended September 30, 2024[32] - The group incurred a financing cost of HKD 4,873,000 during the same period[32] - The group reported an unallocated company income of HKD 8,433,000 and unallocated company expenses of HKD 4,760,000 for the six months ended September 30, 2024[32] - The group’s segment performance for the dry grinding business showed a loss of HKD 3,292,000, while the media business reported a loss of HKD 7,733,000[32] - The group’s total revenue for the six months ended September 30, 2023, was HKD 14,630,000, with a total segment loss of HKD 7,256,000[31] - The group reported a significant reduction in loss from HKD 12,210,000 in the previous year to HKD 7,962,000, indicating improved operational efficiency and effective cost management[47] Assets and Liabilities - The company's total assets as of September 30, 2024, were HKD 57,016,000, slightly down from HKD 57,721,000 as of March 31, 2024[9] - The current liabilities decreased to HKD 263,263,000 from HKD 408,163,000, showing a reduction of 35.4%[9] - As of September 30, 2024, the group's current liabilities exceeded current assets by approximately HKD 206,247,000, with a net debt of about HKD 370,914,000[16] - The total borrowings and convertible bond liabilities amounted to approximately HKD 249,273,000, while cash and cash equivalents were around HKD 2,049,000[16] - The total net trade receivables as of September 30, 2024, amounted to HKD 21,878,000, down from HKD 24,182,000 as of March 31, 2024[46] - The group’s total trade payables as of September 30, 2024, were HKD 20,283,000, a decrease from HKD 31,896,000 as of March 31, 2024[44] - The aging analysis of trade receivables shows that HKD 9,530,000 is overdue by more than 365 days as of September 30, 2024, compared to HKD 4,113,000 as of March 31, 2024[46] - As of September 30, 2024, total assets and net liabilities were approximately HKD 66,141,000 and HKD 370,914,000, respectively[59] Cash Flow and Financing - The company reported a basic and diluted loss per share of HKD 0.09 for the six months ended September 30, 2024, compared to HKD 0.13 in the same period of 2023[4] - The company's cash and bank balances increased to HKD 2,049,000 from HKD 1,697,000, reflecting a growth of 20.8%[9] - The debt-to-equity ratio was 56.6% as of September 30, 2024, slightly improved from 57.1% on March 31, 2024[60] - The liquidity ratio improved to 21.7% as of September 30, 2024, compared to 14.1% on March 31, 2024[60] - On May 7, 2024, the company entered into a placement agreement to issue 13,418,000 shares at a placement price of HKD 1.070 per share, raising approximately HKD 13.5 million[17] - Approximately HKD 9.3 million of the proceeds from the placement will be used to repay outstanding debts, and about HKD 2.7 million will be allocated for business development[17] - The company plans to issue convertible bonds totaling HKD 6,000,000, convertible into up to 1,500,000 shares at an initial conversion price of HKD 4.00 per share[18] - The company has agreed to issue convertible bonds worth RMB 128,370,000 (approximately HKD 139,003,790) to settle a specified amount under a settlement agreement[19] - The company is actively negotiating with existing lenders to extend the maturity of certain loans until sufficient cash flow is obtained from proposed fundraising activities[20] Business Operations and Strategy - The company continues to focus on its core businesses, including dry grinding and media business, as well as investment and trading activities[13] - The group aims to expand its dry grinding technology business into other profitable sectors, driven by increasing global demand for high energy efficiency and sustainable mining solutions[22] - The company plans to expand its dry grinding and dry selection business, particularly in coal mining and other resource-rich countries[56] - The dry grinding and selection business generated revenue of approximately HKD 7,572,000 for the six months ended September 30, 2024, a substantial increase from HKD 0 in the same period last year[49] - The group has strategically reallocated resources to recover over HKD 8 million in receivables from the media business and expand the dry grinding and selection business[48] - The group is expanding the application of dry grinding and selection technology to new mineral types, including titanium iron ore and talc, to capture new market opportunities[51] - The group is developing mobile dry grinding and selection operations to reduce reliance on extensive land-based infrastructure, thereby lowering operational costs[51] - The company has entered into a memorandum of understanding with Pan Asia Resources Limited to develop dry grinding and dry selection technology for the coal industry, with a focus on power generation, data centers, and potential cryptocurrency mining[86] - The company has secured exclusive rights for mining production, processing, transportation, and sales of coal from a mine in Mongolia for a period of ten years or longer[86] - A coal-fired power plant will be constructed at the mining site in Mongolia, aimed at leveraging cost benefits for electricity generation, which will also support cryptocurrency mining and potential data center operations[86] Legal and Governance Matters - The company is involved in ongoing litigation regarding a placement agreement, with a claimed debt amount of HKD 10 million and unpaid interest of HKD 1.26 million[72] - The court has scheduled a case management hearing for the ongoing litigation on April 18, 2024, with a formal hearing set for November 27, 2025[74] - The company has filed lawsuits in both Guangzhou and Hong Kong courts regarding advertising rights agreements, seeking a total of RMB 5,300,000 (approximately HKD 6,045,000) in deposits and RMB 15,533,000 (approximately HKD 17,716,000) in overcharged fees[75][79][84] - The company has made provisions for potential damages related to the ongoing legal disputes, although the outcomes remain uncertain[79] - The company is actively pursuing legal recourse to recover overcharged fees and other damages from the advertising rights agreements[78] - The company is committed to maintaining high standards of corporate governance and has implemented governance regulations in compliance with the listing rules[87] - The audit committee has reviewed the company's unaudited condensed consolidated interim financial statements for the six months ended September 30, 2024[88] - The company has adopted a code of conduct for directors' securities transactions, ensuring compliance with the standards set forth in the listing rules[89] - No purchases, sales, or redemptions of the company's listed securities were made by the company or any of its subsidiaries during the six months ended September 30, 2024[91] Employee and Administrative Matters - As of September 30, 2024, the company employed 62 staff members, down from 80 employees as of September 30, 2023, with total employee costs amounting to approximately HKD 5,380,000[80] - The employee compensation policy is based on market conditions and individual performance, with benefits including medical insurance and stock options[82] - The board of directors has not recommended any interim dividend for the six months ending September 30, 2024, consistent with the previous year[83]

Financial Performance - For the year ended March 31, 2024, the Group's revenue from operations was approximately HK$55,294,000, an increase from HK$53,598,000 in the previous year, representing a growth of 3.2%[18] - The gross profit for the Company increased to HK$9,438,000, compared to HK$6,938,000 for the same period last year, reflecting a significant improvement in profitability[18] - The Company recorded a loss of approximately HK$33,704,000 for the period, compared to a loss of approximately HK$30,058,000 for the corresponding period last year, primarily due to impairment of expected credit loss[18] - The group's operating revenue for the year ended March 31, 2024, was approximately HK$55,294,000, an increase from HK$53,598,000 in the previous year, representing a growth of 3.2%[20] - Gross profit increased to HK$9,438,000 from HK$6,938,000 year-on-year, reflecting a significant improvement driven by value-added services and successful negotiations with suppliers[20] - The company recorded a loss of approximately HK$33,704,000, compared to a loss of HK$30,058,000 in the previous year, primarily due to expected credit loss impairments[20] - The loss attributable to owners of the Company for the year amounted to approximately HK$30,775,000, compared to HK$24,273,000 in the previous year[83] Revenue Streams - The multi-media technologies and convergence media business generated revenue of approximately HK$49,696,000, a decrease of 7.3% from HK$53,598,000 in the previous year[22] - The dry grinding and dry beneficiation business recorded revenue of approximately HK$5,598,000, marking the transition from the investment phase to generating revenue[36] - The company is focusing on partnerships within the global resources sector to enhance revenue from its dry grinding and dry beneficiation technologies[39] Financial Position - As of March 31, 2024, total assets were approximately HK$68,290,000, while net liabilities were approximately HK$374,730,000, an increase from HK$63,619,000 and HK$341,101,000 respectively in the previous year[83] - The Group's liquidity ratio improved to 14.1% as of March 31, 2024, up from 12.1% in the previous year, due to effective debt restructuring initiatives[84] - The gearing ratio was 65.7% as of March 31, 2024, a slight decrease from 68.0% in the previous year[84] - The Group's borrowings totaled HK$246,295,000, with 11.1% in HK$ and 88.9% in Renminbi, and borrowings within one year accounted for 86.1% of total borrowings[84] Market Conditions - The total social financing in China contracted by 11% in Q1 2024 compared to the same period in 2023, indicating ongoing credit contraction pressures[12] - Advertising budgets in Hong Kong remained conservative, while mainland China experienced moderate growth amidst tighter regulatory measures, prompting the Company to explore new areas such as large-scale cultural events[13] - The broad M2 measure of money supply in China grew at 8.3% over the twelve months ended March 2024, despite declining lending to businesses and households[12] Strategic Initiatives - The Company advanced its dry grinding and dry beneficiation (DGDB) technologies, deepening collaborations with key players in the iron ore and steel industries, which contributed to revenue growth in this sector[16] - The company aims to optimize its influencer network and live streaming capabilities to capture more opportunities in online advertising[34] - The convergence media market, particularly e-commerce live streaming services, is identified as a potential growth area amid increasing consumer spending and digital platform popularity[77] Risks and Challenges - The company faces potential risks including changes in government policies that could impact operations and profitability, particularly in the convergence media business[49] - Economic volatility in the region and China may reduce discretionary consumer and corporate spending, adversely affecting demand for the company's multimedia technologies[50] Corporate Governance and Compliance - The auditor expressed a disclaimer of opinion due to material uncertainties relating to going concern in the independent auditor's report for the year ended March 31, 2024[112] - An ESG report will be published to detail the company's compliance with environmental, social, and governance policies for the year ended March 31, 2024[62] - The company recognizes the importance of maintaining relationships with employees, customers, and business partners for sustainable development[64] Employee and Management Information - Staff costs for the year ended March 31, 2024, totaled HK$9,711,000, an increase from HK$9,297,000 in 2023, with 59 employees as of March 31, 2024, down from 89[110] - The company has implemented employee benefits including medical insurance, hospitalization plans, and stock option plans[113] - The company has a diverse board with expertise in finance, engineering, and media[136][141] Shareholder Information - For the year ended March 31, 2024, the Group reported no final dividend, consistent with the previous year[157] - As of March 31, 2024, the Company had no reserves available for distribution, unchanged from 2023[170] - The Group had no distributable reserves as of March 31, 2024[178]

Financial Performance - For the fiscal year ending March 31, 2024, the company reported a revenue of HKD 55,294,000, an increase of 3.2% from HKD 53,598,000 in the previous year[2] - The gross profit for the same period was HKD 9,438,000, compared to HKD 6,938,000 in the prior year, reflecting a significant increase of 36.1%[2] - The company incurred a loss before tax of HKD 33,704,000, which is a decline from the loss of HKD 30,005,000 reported in the previous year, indicating a worsening financial position[2] - The total comprehensive loss for the year was HKD 33,629,000, compared to HKD 25,852,000 in the previous year, representing an increase of 30.2%[4] - The company reported a reduction in social financing by 11% in Q1 2024 compared to the same period in 2023, indicating ongoing economic pressure[30] - The company reported a loss of approximately HKD 30,775,000 for the fiscal year 2024, compared to a loss of HKD 24,273,000 in fiscal year 2023[166] Liquidity and Financial Position - The company's current liabilities exceeded its current assets by HKD 350,442,000, raising concerns about its liquidity position[12] - The net debt of the company stood at HKD 374,730,000 as of March 31, 2024, compared to HKD 341,101,000 in the previous year, indicating an increase in financial leverage[5] - The company has sufficient operating funds to meet financial obligations for the next twelve months, as per the cash flow forecast prepared by the board[43] - The debt-to-asset ratio was 65.7%, down from 68.0% in 2023, indicating improved financial stability[167] - The current ratio improved to 14.1% from 12.1% in 2023, attributed to effective debt restructuring measures[167] Operational Developments - The company is diversifying its technology applications into other profitable industries, indicating a strategic shift in its business model[13] - The company is actively improving its dry grinding and dry selection technology, enhancing collaboration with partners in the steel industry to accelerate business development in this area[59] - The company is focusing on expanding into new areas such as large cultural events and is concentrating resources on industries with policy support and consumer spending preferences, such as the automotive sector[159] - The company aims to leverage the rebound in consumer spending and the increasing prevalence of digital platforms to grow its media business, particularly in live commerce services[165] Legal and Compliance Issues - The company is actively taking measures to address pending litigation, aiming for amicable resolutions[14] - A lawsuit was filed by a creditor claiming a debt of HKD 10 million and unpaid interest of HKD 1.26 million related to placement notes issued in 2013[96] - The company has ongoing legal disputes regarding advertising rights agreements, with claims for refunds totaling RMB 5,300,000 (approximately HKD 6,045,000) and RMB 8,917,000 (approximately HKD 10,163,000) in damages[101] - The company has made provisions for potential losses related to ongoing litigation, reflecting a cautious financial approach[106] Shareholder and Investment Activities - The company did not declare any dividends for the fiscal year ending March 31, 2024, consistent with the previous year[20] - The company has completed the issuance of convertible bonds amounting to RMB 20,000,000 (equivalent to HKD 23,256,000) and will continue to seek various fundraising opportunities based on market conditions[40] - The company has issued convertible bonds, which are expected to be converted into ordinary shares upon meeting certain conditions[171] - The company successfully raised approximately HKD 22.4 million through a convertible bond issuance, strengthening its financial position amid current economic challenges[189] Revenue Streams and Business Segments - For the fiscal year ending March 31, 2024, the multimedia technology and media business recorded revenue of approximately HKD 49,696,000, a slight decrease of 7.3% compared to last year (approximately HKD 53,598,000)[60] - The dry grinding and selection business generated revenue of approximately HKD 5,598,000 for the fiscal year, marking a transition from the investment phase to revenue generation[73] - Total revenue for multimedia and advertising services was HKD 49,696,000, while sales of goods contributed HKD 5,598,000, totaling HKD 55,294,000[175] Cost Management and Efficiency - Employee costs payable increased to HKD 11,301,000 in 2024, compared to HKD 6,346,000 in 2023, marking a rise of 78.5%[24] - The company aims to maintain liquidity by carefully controlling administrative costs and capital expenditures[125] - Financing costs decreased to HKD 10,338,600 from HKD 10,856,000 in 2023, reflecting successful debt management[167] Future Outlook and Strategy - The company plans to enhance its technological capabilities and diversify its customer base to improve operational performance and create long-term value for shareholders[37] - The group plans to allocate more resources to its media and e-commerce businesses, moving away from traditional multimedia operations[172] - The company aims to capitalize on the ongoing shift towards online advertising, optimizing its influencer network and content production for stronger performance in the upcoming fiscal year[191]

Financial Performance - For the six months ended September 30, 2023, the Group reported revenue from operations of approximately HK$25,623,000, a decrease of 15.9% compared to HK$30,163,000 for the same period last year[14]. - The Group's gross profit decreased to HK$2,337,000, down 62.2% from HK$6,184,000 for the same period of the previous year[14]. - The loss for the period slightly decreased to HK$12,210,000, compared to HK$13,376,000 for the same period last year, reflecting a reduction of 8.7%[14]. - Revenue for the six months ended September 30, 2023, was HK$25,623,000, a decrease of 15.9% compared to HK$30,163,000 for the same period in 2022[144]. - Gross profit for the same period was HK$2,337,000, down 62.2% from HK$6,184,000 in the previous year[144]. - Loss for the period was HK$12,210,000, slightly improved from a loss of HK$13,376,000 in the prior year, representing a reduction of 8.7%[144]. - Total comprehensive loss for the period was HK$10,857,000, compared to HK$8,978,000 in the same period last year[147]. - The company reported a significant increase in trade and other receivables, rising to HK$58,646,000 from HK$40,048,000, which is an increase of approximately 46%[149]. Business Strategy and Operations - The Group focused on e-commerce, brand management, and event management businesses to enhance clients' brands and increase sales during the review period[12]. - The Group's professional team provides comprehensive client services, including brand building marketing and online sales conversion through social media and e-commerce platforms[17]. - The Group coordinates livestream sales events where influencers promote clients' products, resulting in increased sales and traffic to clients' offerings[23]. - The Group established a subsidiary in Henan Province focused on livestreaming services and KOL marketing, enhancing its operational capabilities in the convergence media business[25]. - The Group's business strategy focuses on diversification and prudent financial management to achieve long-term sustainable growth and enhance shareholder value[47]. - The Group is focusing on its convergence media and e-commerce business segments, reallocating resources from traditional multimedia operations to enhance revenue streams[172]. - The Group is exploring the application of dry grinding and dry beneficiation technologies in the iron and steel industries, which is expected to improve profitability in the coming years[176]. Financial Position and Liquidity - As of 30 September 2023, total assets were approximately HK$76,774,000 and net liabilities were approximately HK$351,958,000, an increase from HK$63,619,000 and HK$341,101,000 as of 31 March 2023[56]. - The Group had bank balances and cash of approximately HK$2,017,000, down from approximately HK$7,363,000 as of 31 March 2023[57]. - Total borrowings were approximately HK$213,926,000, with 27.5% denominated in Hong Kong dollars and 72.5% in Renminbi[57]. - The gearing ratio was 60.8% as of 30 September 2023, down from 65.0% as of 31 March 2023, indicating improved financial stability[57]. - The liquidity ratio improved to 15.3% as of 30 September 2023, compared to 12.1% as of 31 March 2023, due to effective debt restructuring initiatives[57]. - Cash and cash equivalents decreased significantly to approximately HK$2,017,000 from HK$7,363,000 as of 31 March 2023, raising concerns about the Group's ability to continue as a going concern[163]. - The Directors believe that, assuming the success of their plans, the Group will have sufficient working capital for at least 12 months from 30 September 2023[178]. Research and Development - During the reporting period, the Group incurred approximately HK$3,292,000 in research and development costs for its Dry Grinding and Dry Beneficiation Business, a decrease from approximately HK$4,002,000 in the same period last year[32]. - The Group's DGDB Technologies aim to contribute to environmental protection and energy conservation, aligning with national policies on carbon neutrality and emission reduction[38]. - The Group expects the DGDB Technologies to gradually generate diversified and stable cash flow in the current year[41]. - The Group is actively applying DGDB Technologies to tailings recycling, providing economic value while addressing environmental hazards associated with conventional tailing dams[40]. Legal and Compliance Matters - The company is involved in ongoing litigation regarding the breach of advertising license rights agreements, seeking refunds of overcharged license fees totaling RMB 12,468,300[93]. - A new legal proceeding was lodged against a defendant regarding the 2021 Advertising License Rights Agreement, seeking a refund of a deposit of RMB 5,300,000 (approximately HKD 5,685,000) and overcharged license fees of RMB 8,910,000 (approximately HKD 9,557,757)[94]. - The management believes that sufficient provisions have been made for the ongoing legal claims, indicating a proactive approach to potential financial impacts[97]. - The Group has adopted new accounting standards effective from April 1, 2023, including HKFRS 17 related to insurance contracts[184]. Share Capital and Financing - The company issued convertible bonds under a specific mandate amounting to RMB20,000,000 (approximately HK$23,256,000) at a 2% annual interest rate, with a maturity of three years[82]. - The gross proceeds from the subscription of the SM Convertible Bonds is RMB20,000,000, while the net proceeds are approximately RMB19,300,000 after deducting related costs[82]. - The company plans to allocate approximately RMB10,000,000 for business development, including RMB7,000,000 for the iron ore DGDB Business and RMB3,000,000 for multimedia technologies[82]. - The company issued HK$12,000,000 in GM Convertible Bonds, with net proceeds of approximately HK$11,945,000 fully utilised for general working capital[78]. - The company aims to establish a long-term strategic business partnership with the subscriber of the convertible bonds[84]. Market Outlook - The convergence media market is anticipated to recover as inflation pressures ease and consumer confidence improves, leading to increased online shopping activities[49]. - The management is optimistic about the recovery of the media market and expects an increase in online shopping activities and e-commerce live streaming revenue[53].