Financial Performance - Revenue for the six months ended June 30, 2023, was HKD 74,356,000, an increase of 7.3% compared to HKD 69,081,000 for the same period in 2022[7]. - The net loss for the period was HKD 19,011,000, a significant improvement from a net loss of HKD 39,479,000 in the previous year, representing a reduction of 51.8%[7]. - Basic and diluted loss per share improved to HKD 0.01 from HKD 0.03 year-on-year[7]. - The company reported a gross profit margin of approximately 59% for the first half of 2023, compared to 55% in the same period last year[7]. - Other income and gains increased to HKD 9,277,000 from HKD 8,545,000, showing a growth of 8.6%[7]. - The company reported a loss before tax of HKD 18,997,000, significantly improved from a loss of HKD 39,443,000 in the previous year[36]. - The loss attributable to equity holders for the first half of 2023 was approximately HKD 17,500,000, a decrease of about 54.1% compared to a loss of HKD 38,100,000 in the same period of 2022[104]. Assets and Liabilities - Total assets decreased to HKD 534,755,000 as of June 30, 2023, down from HKD 682,791,000 at the end of 2022[10]. - Current liabilities decreased to HKD 372,909,000 from HKD 489,268,000, indicating improved liquidity management[10]. - The company's equity attributable to shareholders decreased to HKD 111,932,000 from HKD 128,988,000, reflecting ongoing financial challenges[11]. - Total liabilities also decreased to HKD 378,810,000 from HKD 507,775,000, a reduction of 25.4%[36]. - The company reported a decrease in total reserves to HKD (358,045,000) as of June 30, 2023, from HKD (281,128,000) as of June 30, 2022, indicating a decline of 27.4%[13]. - As of June 30, 2023, the group had a net current liability of approximately HKD 257,200,000, an increase from HKD 240,100,000 as of December 31, 2022[112]. Cash Flow and Financing - The net cash used in operating activities was HKD 6,584,000 for the six months ended June 30, 2023, an improvement from HKD 29,539,000 used in the same period in 2022[14]. - Cash and cash equivalents decreased to HKD 24,307,000 at the end of June 2023, down from HKD 106,637,000 at the end of June 2022, indicating a decline of 77.2%[14]. - The company generated a net cash inflow from investing activities of HKD 61,160,000 for the six months ended June 30, 2023, compared to HKD 7,227,000 in the same period in 2022[14]. - The company’s cash flow from financing activities showed a net outflow of HKD 128,457,000 for the six months ended June 30, 2023, compared to a net inflow of HKD 74,857,000 in the same period in 2022[14]. - Bank borrowings amounted to HKD 85,280,000 for the six months ended June 30, 2023, compared to HKD 64,129,000 in the same period in 2022, reflecting a 32.9% increase[14]. Operational Strategies - The company plans to focus on market expansion and new product development in the upcoming quarters to drive future growth[6]. - Management is implementing measures to improve profitability, control operating costs, and reduce capital expenditures[20]. - The group plans to continue monitoring and adjusting its operational strategies in response to the evolving retail environment in Hong Kong, which is expected to benefit from a rebound in local consumption[108]. - The group has implemented measures to improve profitability, including revising marketing strategies, controlling capital and operational expenditures, and negotiating rent reductions[112]. Employee and Governance - The group employed 180 staff as of June 30, 2023, an increase from 161 employees at the end of 2022, with various compensation packages to incentivize performance[115]. - The company is currently seeking suitable candidates to fill vacancies in its board of independent non-executive directors to comply with listing rules[128]. - The audit committee consists of two independent non-executive directors, with Mr. Yu Lianghui serving as the chairman[130]. - The company has adhered to the corporate governance code, except for the attendance of non-executive directors at the shareholders' meeting[129]. Legal and Compliance - The company is involved in ongoing legal proceedings regarding a claim for HKD 12,442,000 related to unpaid director's fees and management fees, with a counterclaim of approximately HKD 71,600,000[82]. - The company has sought legal advice regarding a statutory demand for HKD 8,244,000, which it believes is invalid and disputed[80]. - The company’s legal advisors are preparing to defend against claims in the High Court, with hearings expected to commence in December 2023[82]. - The company’s board has established an independent committee to review the implications of a claim regarding the validity of a contract with Win Dynamic[85]. Shareholder Information - The company's issued and fully paid share capital remained unchanged at HKD 469,977,000 as of June 30, 2023, consistent with the figure reported on December 31, 2022[69]. - The company did not declare an interim dividend for the six months ended June 30, 2023, consistent with the previous year[55]. - As of June 30, 2023, the company has a total of 985,471,362 shares held by Dr. Lin Xiaohui, representing 75.00% of the issued shares[119].

Financial Performance - The total revenue for the fiscal year 2022 was approximately HKD 146,500,000, an increase from HKD 140,100,000 in the previous fiscal period[12]. - The net loss for the fiscal year 2022 was approximately HKD 62,300,000, improved from a net loss of HKD 77,100,000 in the previous fiscal period[12]. - Revenue from department store operations was approximately HKD 146,200,000, accounting for 99.8% of total revenue, compared to 99.4% in the previous fiscal period[13]. - Other income and net gains for the fiscal year 2022 were approximately HKD 18,800,000, up from HKD 12,700,000 in the previous fiscal period[14]. - The overall segment loss for the department store business was approximately HKD 35,200,000, reduced from HKD 63,200,000 in the previous fiscal period[22]. Inventory and Cash Management - Inventory levels decreased from approximately HKD 34,400,000 to HKD 29,400,000 during the fiscal year 2022, with a reversal of inventory provision of approximately HKD 2,300,000[25]. - As of December 31, 2022, the group's cash and bank balances amounted to approximately HKD 182.5 million, an increase from HKD 156.2 million as of December 31, 2021[29]. - The group's cash and bank balances increased to approximately HKD 98.2 million as of December 31, 2022, from HKD 54.1 million as of December 31, 2021[32]. - The group's net current liabilities were approximately HKD 240.1 million as of December 31, 2022, up from HKD 180.9 million as of December 31, 2021[32]. Debt and Interest Expenses - The group's debt ratio was approximately 254% as of December 31, 2022, compared to 169% as of December 31, 2021[29]. - Interest expenses for the fiscal year 2022 were approximately HKD 27.8 million, compared to HKD 25.7 million in the previous fiscal period[29]. Business Strategy and Market Outlook - The company anticipates a recovery in the Hong Kong retail market as pandemic measures are eased and cross-border travel with mainland China resumes in early 2023[27]. - Management acknowledges ongoing challenges despite positive signs of market recovery, indicating a need for more prudent business planning[27]. - The group has implemented measures to improve profitability and control operating costs, including revising marketing strategies and negotiating lower rents[32]. Corporate Governance - The company has appointed at least three independent non-executive directors, constituting more than one-third of the board, ensuring compliance with listing rules[53]. - The audit committee held two meetings in the fiscal year 2022 to review financial reporting and compliance procedures, with all members attending both meetings[66]. - The remuneration committee met once in the fiscal year 2022 to review the company's remuneration policies and structures, with all members present[69]. - The nomination committee is responsible for reviewing the composition of the board and assessing the independence of independent non-executive directors[73]. - The company provided training to directors on corporate governance and regulatory developments during the fiscal year 2022[61]. Risk Management and Compliance - The company is closely monitoring foreign exchange risks, particularly as some products are imported from Europe and settled in euros[33]. - The board is responsible for the ongoing supervision of the group's risk management and internal control systems, which are assessed at least annually[90]. - The company has established anti-corruption and whistleblowing policies to allow employees and partners to report concerns confidentially[89]. - The company is committed to compliance with laws and regulations, ensuring adherence to significant legal and regulatory requirements[112]. Shareholder Communication and Dividends - The company has established a shareholder communication policy to maintain effective communication with shareholders and investors[104]. - The board does not recommend the payment of a dividend for the fiscal year 2022[39]. - The company has no fixed dividend payout ratio, and the amount of dividends declared will depend on the group's financial performance, cash position, and other relevant factors[88]. Sustainability and Environmental Initiatives - The company is committed to integrating sustainable development solutions into its daily operations and management[175]. - The company has established an environmental, social, and governance (ESG) working group to manage sustainability strategies and initiatives[188]. - The company adheres to the Hong Kong Stock Exchange's ESG reporting guidelines to ensure transparency and accountability[181]. - The company emitted 41 grams of sulfur oxides (SOx), 9,891 grams of nitrogen oxides (NOx), and 947 grams of particulate matter (PM) during the reporting period, showing a significant reduction from the previous year's emissions of 57 grams SOx, 35,644 grams NOx, and 3,522 grams PM[193]. - The company has implemented various waste management strategies, including promoting electronic communication to reduce paper usage and encouraging the reuse of materials[194]. Employee and Community Engagement - The company emphasizes the importance of employees as valuable assets and provides competitive compensation and performance evaluation systems[115]. - The company has a customer complaint handling mechanism to enhance service quality and address customer feedback[116]. - The group made donations totaling HKD 100,000 in the fiscal year 2022, compared to HKD 250,000 in the previous fiscal year[152]. Board Composition and Diversity - The company has achieved its target of having at least one female director on the board, with the current gender ratio among employees being 33.54% female and 66.46% male[81]. - The board has adopted a diversity policy for its members, which will be reviewed annually for its implementation and effectiveness[78]. - The company has established a clear nomination policy that includes criteria such as character, qualifications, and diversity for selecting directors[74].

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之內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公佈全部或任 何部分內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 先 施 有 限 公 司 （於香港註冊成立之有限公司） （股份代號：0244） 截至二零二二年十二月三十一日止年度之 末期業績公佈 先施有限公司（「本公司」）已於二零二一年將其財政年度的結算日期由二月二十八 日╱二十九日改為十二月三十一日。因此，比較數字涵蓋二零二一年三月一日至 二零二一年十二月三十一日止十個月。 本公司董事會（「董事會」）宣佈本公司及其附屬公司（統稱「本集團」）截至二零二二 年十二月三十一日止年度之經審核綜合業績，連同二零二一年三月一日至二零 二一年十二月三十一日止期間之比較數字如下： ...

Financial Performance - Revenue for the six months ended June 30, 2022, was HKD 69,081,000, a decrease of 13.9% compared to HKD 80,184,000 for the same period in 2021[17]. - The net loss for the period was HKD 39,479,000, improving from a net loss of HKD 61,128,000 in the previous year, representing a reduction of 35.4%[19]. - Other income and gains increased significantly to HKD 8,545,000, up from HKD 3,084,000, marking an increase of 177.5%[17]. - The company reported a basic and diluted loss per share of HKD 0.03, compared to HKD 0.05 for the same period last year[17]. - The company recorded a loss attributable to equity holders of HKD 38,087,000 for the six months ended June 30, 2022[26]. - The company reported a total comprehensive loss of HKD 38,968,000 for the period[27]. - Revenue from customer contracts for self-owned goods was HKD 51,441,000, down from HKD 61,530,000 in the previous year, representing a decrease of 16.8%[68]. - Total revenue for the six months ended June 30, 2022, was HKD 69,081,000, compared to HKD 80,184,000 for the same period in 2021, reflecting a decline of 13.8%[68]. - The group recorded a net loss of HKD 39,479,000 for the six months ended June 30, 2022[36]. Assets and Liabilities - Total assets as of June 30, 2022, were HKD 296,636,000, compared to HKD 250,499,000 as of December 31, 2021, reflecting a growth of 18.4%[21]. - The company's equity attributable to shareholders was HKD 154,375,000, a decrease from HKD 188,849,000 at the end of 2021, indicating a decline of 18.2%[23]. - Non-current assets totaled HKD 448,398,000, down from HKD 462,957,000, showing a decrease of 3.1%[21]. - Current liabilities increased to HKD 512,204,000 from HKD 431,473,000, representing an increase of 18.7%[21]. - The total assets as of June 30, 2022, were HKD 469,977,000, with total liabilities amounting to HKD 831,314,000[26]. - The company’s accumulated losses reached HKD 786,892,000 as of June 30, 2022[27]. - The group had a net current liability of approximately HKD 215.6 million as of June 30, 2022, up from HKD 181 million as of December 31, 2021[165]. Cash Flow and Financing - The company reported a net cash outflow from operating activities of HKD 29,566,000 for the six months ended June 30, 2022, compared to HKD 49,721,000 for the same period in 2021[29]. - The total cash and cash equivalents at the end of the period were HKD 106,637,000, a decrease from HKD 117,063,000 at the end of the same period last year[29]. - The company generated a net cash inflow from financing activities of HKD 74,884,000, compared to HKD 77,250,000 in the previous year[29]. - The group has secured a loan arrangement of up to HKD 200,000,000 for a period of 36 months from a related company to support operations[39]. - The group has unutilized trade financing of HKD 70,098,000 as of June 30, 2022[37]. - The cash flow forecast covers a period of at least 18 months from June 30, 2022, based on key assumptions regarding operational cash flow and financing availability[39]. Operational Strategy - The company plans to focus on expanding its market presence and enhancing product offerings in the upcoming periods[16]. - Management is implementing measures to improve profitability and cash flow, including revising marketing strategies and controlling capital expenditures[36]. - The group is actively seeking opportunities to liquidate certain assets to improve cash flow[36]. - Management believes that the measures taken will further enhance the group's operational profitability and cash flow[36]. - The group expects the Hong Kong retail industry to continue to be affected by COVID-19, but remains optimistic due to the gradual easing of social distancing measures and the potential recovery of the tourism industry[161]. - The group will continue to cautiously deploy its business plans to cope with the current unstable environment[161]. Legal Matters - The company has initiated legal proceedings against Win Dynamic regarding the alleged cancellation of the agreement, seeking specific performance and payment of the net proceeds from the share offer[139]. - The independent board committee has been tasked with reviewing the implications of the cancellation claim, and independent legal advice has been sought[137]. - The court has issued a temporary injunction preventing Win Dynamic from disposing of any assets in Hong Kong related to the value of the proceeds from the share offer[140]. - The company and Wei Lu have jointly sought court permission to join the lawsuit against Win Dynamic, with the court granting this request[141]. - The company has been advised that the agreement is enforceable and that it holds legal and contractual rights to the proceeds from Win Dynamic[145]. - The independent board committee does not recognize the cancellation claim as valid or effective, maintaining the agreement's enforceability[137]. Corporate Governance - The company has established an audit committee consisting of three independent non-executive directors to oversee financial reporting and risk management[184]. - The company has complied with the corporate governance code, except for the attendance of non-executive directors at the shareholders' meeting due to personal business arrangements[182]. - All directors confirmed compliance with the securities trading code during the first half of 2022[181]. - There are no contingent liabilities or lawsuits other than those disclosed in the financial statements[178]. - No major events occurred after the reporting period up to the date of the interim report[179].

Financial Performance - The company recorded total revenue of approximately HKD 140.1 million for the period, a decrease from HKD 177.5 million in the previous fiscal year, representing a decline of about 21%[36]. - Revenue from department store operations was approximately HKD 139.2 million, accounting for 99.4% of total revenue, compared to 99.6% in the previous year[37]. - Other income and net gains amounted to approximately HKD 12.7 million, significantly up from HKD 2 million in the previous year, primarily due to interest income from receivables of HKD 9.3 million[38]. - The company reported a net loss of approximately HKD 77.1 million for the period, compared to a net loss of HKD 145.7 million in the previous year, indicating an improvement[36]. - The company reported a loss attributable to equity holders of approximately HKD 75.9 million for the period, compared to a loss of HKD 145 million for the year ended February 28, 2021[46]. - The department store business generated revenue of approximately HKD 139.2 million during the period, down from HKD 176.7 million for the year ended February 28, 2021[47]. - The overall segment loss for the department store business was approximately HKD 63.2 million, compared to a loss of HKD 108.5 million for the year ended February 28, 2021[47]. Expenses and Costs - Selling and distribution expenses were approximately HKD 80.3 million, down from HKD 111.2 million in the previous year, a reduction of about 28%[39]. - General and administrative expenses decreased to approximately HKD 49.3 million from HKD 78.7 million, a decline of about 37%[43]. - Financial costs increased to approximately HKD 25.7 million from HKD 20.3 million, representing an increase of about 27%[45]. - The management is taking measures to improve profitability and control operating costs, including renegotiating rent and optimizing capital expenditures[60]. Cash Flow and Financial Position - As of December 31, 2021, the group's cash and bank balances were approximately HKD 156.2 million, down from HKD 191.7 million on February 28, 2021[55]. - The group's debt ratio was approximately 169% as of December 31, 2021, significantly improved from 1,514% on February 28, 2021[55]. - The group had a current ratio of approximately 0.58 as of December 31, 2021, compared to 0.53 on February 28, 2021[55]. - The group has reviewed cash flow forecasts covering a period of at least 12 months from December 31, 2021, considering key assumptions related to operational income and the impact of COVID-19[126]. - The group has no distributable reserves as of December 31, 2021[170]. Corporate Governance - The company changed its fiscal year-end from February 28/29 to December 31 to align with its controlling shareholder, which may enhance the preparation of consolidated financial statements[34]. - The board of directors consists of seven members, including three executive directors, one non-executive director, and three independent non-executive directors[81]. - The board held thirteen meetings and two shareholder meetings during the reporting period, with all executive directors attending all meetings[85]. - The company has complied with the corporate governance code, except for deviations noted in the corporate governance report[79]. - The company has adopted the standard code for securities transactions by directors, confirming compliance by all directors during the reporting period[80]. - The company has received annual independence confirmations from all independent non-executive directors, affirming their independence during the reporting period[90]. - The audit committee has reviewed the audited financial statements for the period[102]. - The company has implemented a comprehensive onboarding process for new directors to ensure they understand their responsibilities and the company's operations[98]. - The Audit Committee held four meetings during the period to review financial reporting and compliance processes, internal controls, and risk management systems[104]. - The Remuneration Committee conducted two meetings to review the company's remuneration policies and executive directors' compensation, ensuring transparency in the process[111]. - The Nomination Committee held two meetings to assess the board's structure and the independence of non-executive directors[120]. - The Executive Committee was established to assist the board in managing the group's daily operations and held one meeting during the period[120]. - The company adopted a board diversity policy, considering factors such as gender, age, cultural background, and professional experience to enhance performance[124]. - The company emphasizes the importance of board member diversity for improving overall performance[124]. - The board is responsible for ensuring that the financial statements are prepared in accordance with regulatory requirements and applicable accounting standards[126]. - The board conducted an annual review of the risk management and internal control systems, ensuring adequate resources and training for financial reporting functions[133]. - There were no significant internal deficiencies identified during the internal control audit and risk assessment conducted during the period[137]. - The group maintains a risk register to track identified major risks and actions taken to mitigate them, with evaluations conducted at least annually[137]. Shareholder Information - Wei Lu has become the controlling shareholder of the company after receiving valid acceptances for a total of 1,044,695,362 shares, representing approximately 79.51% of the company's total issued share capital[73]. - The major shareholder, Wealth Group Holdings Limited, is the beneficial owner of the 985,471,362 shares, with a legal interest held by Merrill Holdings Limited at approximately 62.73%[185]. - As of December 31, 2021, the company had a total of 985,471,362 shares held by major shareholders, representing approximately 75.00% of the issued share capital[181][185]. - As of the offer deadline, 269,267,198 shares, equivalent to about 20.49% of the company's issued share capital, were held by the public, which is below the minimum public float requirement of 25%[199]. - To restore the public float to 25%, Wealth Group would need to sell at least 59,223,442 shares, and a temporary waiver was granted by the Stock Exchange for strict compliance with the public float requirement[199]. - Following a placement agreement, the number of shares held by Wealth Group decreased from 1,044,695,362 to 985,471,362, reducing its holding from approximately 79.51% to 75.00%[199]. Compliance and Risk Management - The company confirmed compliance with the disclosure requirements under the Listing Rules regarding related party transactions, with all transactions being exempt from the announcement and independent shareholder approval requirements[192]. - The group continuously updates compliance and risk management policies to adhere to significant legal and regulatory requirements[156]. - The group reported a loss during the period, with financial status detailed in the audited financial statements on pages 60 to 168[162]. - The company does not recommend the payment of dividends for the period[63]. - The board does not recommend any dividend payment for the period[165]. - The company does not have a fixed dividend payout ratio, and the amount of dividends declared will depend on financial performance, cash position, and other factors[132]. Customer Relations and Business Operations - The company continues to focus on providing quality service and a diverse range of products to meet customer needs, maintaining its position as a leading retailer[29]. - The company has adopted a prudent strategy for business expansion to sustain its leadership in the retail sector[30]. - The group maintains good relationships with major stakeholders, including employees, customers, and suppliers, which are crucial for business success[159]. - The group has established a customer complaint handling mechanism to enhance service quality[161]. - The five largest customers accounted for less than 30% of the group's sales during the period[171]. - The main business activities of the group include operating department stores, securities trading, and providing general and life insurance[152]. - The business review discusses major risks and uncertainties faced by the group and anticipated future developments, forming part of the board report[153].

Financial Performance - For the six months ended August 31, 2021, the company reported revenue of HKD 80,184,000, a decrease of 1.9% compared to HKD 81,756,000 in the same period of 2020[7]. - The cost of sales for the same period was HKD 39,546,000, down from HKD 45,293,000, reflecting a reduction of 12.5%[7]. - The company recorded a loss before tax of HKD 61,128,000, an improvement from a loss of HKD 72,298,000 in the prior year, indicating a decrease in losses of 15.4%[7]. - The total comprehensive loss for the period was HKD 38,968,000, significantly lower than HKD 84,026,000 in the previous year, representing a reduction of 53.7%[11]. - The company reported a net loss attributable to equity holders of HKD (426,958,000) for the six months ended August 31, 2021, compared to a loss of HKD (472,954,000) for the same period in the previous year[15]. - The group recorded a net loss of approximately HKD 61,128,000 for the six months ended August 31, 2021[26]. - The loss attributable to equity holders for the same period was approximately HKD 60.6 million, a reduction of about HKD 11.3 million or 15.8% year-on-year[115]. Assets and Liabilities - Non-current assets decreased to HKD 265,865,000 from HKD 297,573,000, a decline of 10.7%[13]. - Current assets increased to HKD 301,800,000 from HKD 274,328,000, an increase of 10.1%[13]. - The company reported a net current liability of HKD 171,183,000, an improvement from HKD 243,678,000 in the previous period[13]. - The total non-current liabilities decreased to HKD 2,761,000 as of August 31, 2021, down from HKD 25,490,000 as of February 28, 2021[15]. - The company’s total assets decreased to HKD 91,921,000 as of August 31, 2021, from HKD 28,405,000 as of February 28, 2021[15]. - As of August 31, 2021, the group's current liabilities net amounted to approximately HKD 171,183,000, while cash and bank balances were approximately HKD 117,063,000[26]. Cash Flow and Financing - The net cash flow from operating activities was HKD (49,721,000) for the six months ended August 31, 2021, compared to HKD (37,718,000) for the same period in 2020[20]. - The company recorded a net cash flow from financing activities of HKD 82,550,000 for the six months ended August 31, 2021, an increase from HKD 46,622,000 in the previous year[20]. - The company’s cash and cash equivalents at the end of the period were HKD 117,063,000, compared to HKD 20,958,000 at the end of the previous year[20]. - The group successfully secured a new loan of HKD 152,000,000 from a wholly-owned subsidiary, which was used to repay other loans of HKD 150,000,000[27]. - A transitional loan of up to HKD 40,000,000 was obtained for additional working capital, later revised to HKD 100,000,000 with an interest rate of 8.2%[28]. - The group has unutilized trade financing of approximately HKD 54,317,000 as of August 31, 2021[27]. - The group had cash and bank balances of approximately HKD 117,063,000 as of August 31, 2021[123]. Operational Strategy - The company has not provided specific guidance for future performance but continues to focus on cost management and operational efficiency[6]. - The company is exploring opportunities for market expansion and potential acquisitions to enhance its growth strategy[6]. - Management is implementing measures to improve profitability and cash flow, including revising marketing strategies and negotiating rent reductions[26]. - The group is closely monitoring its financial performance and liquidity to assess its ability to continue as a going concern[26]. - The group is cautiously optimistic about future prospects, supported by the new controlling shareholder, Wei Lu[119]. Shareholder and Governance - The company is under the control of Wealth Group Holdings Limited following a voluntary conditional cash offer completed in the current year[22]. - The company has adopted the corporate governance code as per the listing rules, ensuring compliance with the standards set forth, except for specific provisions A.2.1, A.4.1, and A.6.7 during the review period[156]. - The company appointed Dr. Lin and Ms. Su as Chairman and CEO respectively on June 11, 2021, thus complying with the corporate governance code provision A.2.1 thereafter[158]. - Major shareholders include Meilin Holdings Limited and Wei Lu Group Holdings Limited, each holding 985,471,362 shares, representing 75.00% of the issued shares[136]. Market and Revenue Segments - The department store business recorded revenue of approximately HKD 79.6 million, down 2.1% from HKD 81.3 million in the previous year[116]. - Revenue from customer contracts for the six months ended August 31, 2021, was HKD 80,184, a decrease of 1.9% compared to HKD 81,756 for the same period in 2020[46]. - Sales of self-owned goods generated revenue of HKD 61,530 for the six months ended August 31, 2021, compared to HKD 61,189 in 2020, reflecting a slight increase[46]. - The group’s operating segments include department store operations, securities trading, and property leasing, each representing different business strategies and risk profiles[39]. Legal and Compliance Issues - The company is currently involved in legal proceedings regarding claims from a former director amounting to HKD 8,244,000 related to unpaid remuneration[104]. - The next hearing for the labor tribunal claim related to the former director's claims is scheduled for November 1, 2021[107]. - The group is taking necessary remedial measures in response to compliance issues and is in discussions with the regulatory authority[109].

Financial Performance - Total revenue for the fiscal year was approximately HKD 177.5 million, a decrease of about 32.6% compared to HKD 263.3 million in the previous year[22] - Loss attributable to equity holders was approximately HKD 145 million, a reduction of about HKD 2.4 million or 1.6% from HKD 147.4 million in the previous year[22] - The group's revenue from department store operations was approximately HKD 176.7 million, a decrease of about 32.8% compared to HKD 263.1 million in the previous year[33] - The group recorded a net loss attributable to equity holders of approximately HKD 2.977 million, compared to a profit of HKD 142.614 million in the previous year[27] - The group reported a loss for the fiscal year ending February 28, 2021, with detailed financial statements available on pages 68 to 186 of the annual report[144] Cash and Liquidity - Cash and bank balances as of February 28, 2021, were approximately HKD 191.7 million, an increase from HKD 132.8 million in the previous year[23] - The group's cash and bank balances increased to approximately HKD 87.949 million from HKD 13.761 million in the previous year[27] - The company entered into a loan financing agreement of HKD 150 million on February 18, 2021, secured by fixed assets and business rights[26] - The group is exploring opportunities to liquidate certain assets to improve cash flow[28] Cost Management - The company implemented cost-saving measures, including rent reductions and government employment support, which contributed to reduced operating expenses[22] - The group experienced increased impairment losses on right-of-use assets due to ongoing operating losses in the department store business[22] - The group implemented measures to control operating costs and capital expenditures, including renegotiating rent and reducing procurement of high-end products[28] Governance and Board Composition - The board announced changes in its composition, with new appointments effective from June 9, 2021, including Dr. Lin as the new chairman and Ms. Su as the new CEO[62] - The board of directors consists of six members as of February 28, 2021, and has since expanded to thirteen members, including four executive directors[79] - The board held eleven meetings and one annual general meeting during the reporting period[82] - The board is responsible for ensuring the company achieves its objectives and reviews management performance[92] - The board has established an executive committee to enhance governance and oversight[66] Shareholder Matters - The company plans to hold a shareholders' meeting on July 5, 2021, to consider multiple resolutions as requested by Wei Lu[54] - The company has 269,267,198 shares held by the public, representing approximately 20.49% of the total issued share capital, which is below the minimum public float requirement of 25% as per listing rules[70] - To restore the public float to 25%, the company needs to sell at least 59,223,442 shares by the end of July 2021[70] - The company has applied for a temporary exemption from strict compliance with the public float requirement from June 3, 2021, to July 31, 2021, which was granted on June 28, 2021[71] Legal and Compliance - The independent board committee sought independent legal advice regarding the cancellation claim[49] - The company is pursuing legal action to enforce the payment of the WD proceeds from Win Dynamic[53] - The board's independent directors do not agree with the cancellation claim and are taking steps to protect shareholder interests[49] - The company has updated compliance and risk management policies, ensuring adherence to significant legal and regulatory requirements[138] Employee and Management - The group has a total of 222 employees, down from 266 in the previous year[31] - The company emphasizes the importance of employees as its most valuable asset and has implemented comprehensive performance evaluation systems to reward outstanding performance[141] - The company is undergoing a leadership transition with several directors resigning for personal reasons, effective July 1, 2021[58] - Ms. Su has been appointed as the CEO and Executive Director of the company[200] Risk Management - The board conducted an annual review of the risk management and internal control systems, ensuring that the accounting, internal audit, and financial reporting functions are adequately resourced[118] - The company maintains a risk register to track all identified major risks and records actions taken by management to mitigate these risks[121] - There were no significant internal deficiencies identified in the internal control audit and risk assessment conducted for the year ending February 28, 2021[121] Customer Relations - The group has set up a customer complaint handling mechanism to enhance service quality and communication with customers[142] - The group is committed to providing excellent customer service while maintaining long-term profitability and asset growth[142] Donations and Community Engagement - The company made donations amounting to approximately HKD 120,000 during the fiscal year ending February 28, 2021[194]

Financial Performance - Revenue for the six months ended August 31, 2020, was HKD 81,756,000, a decrease of 40.9% compared to HKD 138,100,000 in the same period of 2019[4] - The cost of sales for the same period was HKD 45,293,000, down from HKD 61,826,000, reflecting a reduction of 26.9%[4] - The pre-tax loss for the period was HKD 72,298,000, an improvement from a loss of HKD 83,192,000 in the previous year, indicating a 13.5% reduction in losses[4] - Basic and diluted loss per share for the period was HKD 0.07, compared to HKD 0.11 in the same period last year, representing a 36.4% improvement[4] - Total comprehensive loss for the period was HKD 84,026,000, compared to a gain of HKD 88,497,000 in the previous year, reflecting a significant shift in performance[6] - The company reported a net loss of HKD 72,298,000 for the six months ended August 31, 2020[21] - The company recorded a comprehensive loss of HKD 83,329,000 for the six months ended August 31, 2020[21] - The loss attributable to equity holders for the six months ended August 31, 2020, was HKD 71.9 million, a decrease of HKD 10 million or 12.2% compared to the same period last year[105] Assets and Liabilities - Non-current assets decreased to HKD 350,140,000 as of August 31, 2020, from HKD 400,590,000 as of February 29, 2020, a decline of 12.6%[9] - Current assets totaled HKD 225,072,000, slightly down from HKD 225,325,000, indicating a marginal decrease of 0.1%[9] - Current liabilities amounted to HKD 335,938,000, a slight decrease from HKD 337,276,000, showing a reduction of 0.4%[9] - The net asset value decreased to HKD 91,155,000 from HKD 175,181,000, reflecting a significant decline of 48.0%[12] - The company's total equity attributable to shareholders decreased to HKD 155,332,000 as of August 31, 2020, from HKD 168,141,000 as of March 1, 2020[21] - The company reported a decrease in total assets to HKD 660,911,000 as of August 31, 2020, from HKD 589,026,000 as of March 1, 2020[21] - The company's current liabilities net amount was HKD 110,866,000 as of August 31, 2020, slightly down from HKD 111,951,000 as of February 29, 2020[21] Cash Flow and Financing - The net cash flow from operating activities was negative HKD 37,718,000 for the six months ended August 31, 2020, compared to positive HKD 23,075,000 in the same period of 2019[17] - The company had a net cash outflow from investing activities of HKD 1,707,000 for the six months ended August 31, 2020, compared to HKD 12,498,000 in 2019[17] - The financing activities generated a net cash inflow of HKD 46,622,000 for the six months ended August 31, 2020, compared to a net outflow of HKD 11,155,000 in 2019[17] - The group successfully secured bank financing with unused bank facilities amounting to HKD 37,300,000 and unused term loans and overdrafts of HKD 8,000,000 as of August 31, 2020[22] - The group obtained a term loan of HKD 80,000,000 from a wholly-owned subsidiary of Wei Lu Group, with an annual interest rate of 10% and a repayment period of 18 months[22] - The group has secured bank borrowings totaling HKD 171,249 million as of August 31, 2020, compared to HKD 156,719 million as of February 29, 2020, reflecting an increase of approximately 9.8%[75] Operational Measures and Strategies - Management has been actively implementing measures to improve profitability and control operating costs, including renegotiating rental agreements[22] - The group is continuously monitoring its financial performance and cash flow situation to assess its ability to continue as a going concern[24] - The group has been exploring opportunities to monetize its business assets as part of its strategy to improve operational performance[22] - The group is taking measures to improve profitability and control operating costs in response to the impact of COVID-19[116] Employee and Management Information - The total remuneration for key management personnel amounted to HKD 9,056 million for the six months ended August 31, 2020, down from HKD 10,967 million in the same period of 2019, indicating a decrease of approximately 17.4%[81] - As of August 31, 2020, the company had a total of 251 employees, a decrease from 266 employees as of February 29, 2020[120] - The employee compensation structure includes basic salary, discretionary bonuses based on individual performance, and sales commissions linked to sales performance[120] - The company provides employee benefits such as stock options, shopping discounts, medical, and training subsidies[120] Regulatory and Compliance Issues - The company is facing potential regulatory actions due to non-compliance issues, which could result in fines of up to HKD 200,000 and daily penalties of HKD 2,000 for continued violations[93] - The group is currently taking necessary remedial measures in response to the regulatory issues identified[93] - The company has complied with the corporate governance code except for provisions A.2.1, A.4.1, and A.6.7[152] Shareholder Information - Win Dynamic has committed to a voluntary cash offer to acquire all issued shares of the company at a price between HKD 0.3806 and HKD 0.3935 per share[94] - Win Dynamic Limited holds 662,525,276 shares, representing approximately 50.42% of the company's issued shares[124] - The company, along with its major shareholders, collectively holds 922,968,476 shares, accounting for 70.24% of the issued shares[124] - The company has a total of 667,747,676 shares attributed to its directors and CEO, representing 50.82% of the issued shares[127] Corporate Governance - The roles of Chairman and CEO are held by the same individual, Mr. Ma Jingxuan, which the board believes provides strong and consistent leadership[152] - Non-executive directors do not have specific terms but must retire and seek re-election at the annual general meeting[152] - Independent non-executive directors were unable to attend the shareholders' meeting due to business arrangements[152]

Financial Performance - The company reported a revenue of HKD 150 million for the fiscal year ending February 29, 2020, representing a year-over-year increase of 10%[21] - The total revenue for the fiscal year ended February 29, 2020, was HKD 263.3 million, a decrease of 16% compared to HKD 311.9 million in the previous year[33] - The loss attributable to equity holders for the year was HKD 147.4 million, an increase of HKD 15.3 million or 11.6% from HKD 132.1 million in the previous year[33] - The company aims to achieve a net profit margin of 12% for the upcoming fiscal year, up from 10% in the previous year[21] - The management has set a revenue growth target of 8% for the next fiscal year, driven by new product launches and market expansion efforts[21] - The group reported a net loss for the year ending February 29, 2020, with detailed financial performance available in the audited financial statements on pages 50 to 149[103] - The company reported a net loss of HKD 149,253,000 for the fiscal year ending February 29, 2020, indicating significant uncertainty regarding its ability to continue as a going concern[192] Assets and Liabilities - The total assets of the company as of February 29, 2020, amounted to HKD 1.2 billion, reflecting a growth of 5% compared to the previous year[21] - The group's cash and bank balances as of February 29, 2020, were HKD 132.8 million, up from HKD 110.7 million in the previous year[37] - The capital to liability ratio improved from 666% to 255% due to the adoption of the revaluation model for leasehold land and owned properties[37] - The group had interest-bearing bank borrowings of HKD 156.7 million as of February 29, 2020, down from HKD 190 million in the previous year[37] - The current ratio decreased to 0.67 from 1.1 in the previous year, indicating a liquidity challenge[37] - The net current liabilities as of February 29, 2020, were HKD 112 million, compared to net current assets of HKD 15 million in the previous year[38] Market Strategy and Expansion - The company plans to expand its market presence in Southeast Asia, targeting a 15% increase in market share over the next two years[23] - The company is investing HKD 50 million in new product development, focusing on innovative technologies to enhance customer experience[23] - The company has secured a strategic partnership with a leading tech firm to enhance its digital offerings, expected to launch in Q3 2020[23] - The company is exploring potential acquisitions to diversify its product portfolio and strengthen its market position[23] Operational Challenges and Responses - The group has implemented measures to improve profitability and control operating costs in response to the COVID-19 pandemic[38] - The total retail sales in Hong Kong decreased by approximately 26% year-on-year as of February 29, 2020[42] - The number of visitors from mainland China and non-mainland China to Hong Kong dropped by over 90% in February 2020 compared to February 2019[42] Corporate Governance - The company has complied with listing rules regarding the appointment of at least three independent non-executive directors, constituting at least one-third of the board[58] - The audit committee held two meetings during the fiscal year, with all members attending at least one meeting[65] - The remuneration committee held one meeting to review the company's remuneration policies and structures, with all members present[69] - The company has established three committees: the audit committee, remuneration committee, and nomination committee to oversee various aspects of the company's affairs[64] - The board is responsible for ensuring the company achieves its objectives and approving business strategy plans[60] - The company believes that having the same individual serve as both chairman and CEO provides strong and consistent leadership[57] Environmental and Social Responsibility - The company is committed to waste reduction through material reuse and recycling initiatives[156] - The company promotes electronic communications to replace paper communications, contributing to waste reduction efforts[156] - The company aims to optimize its logistics network to enhance fuel efficiency and reduce emissions[154] - The company has not identified any significant violations of environmental laws during the year[153] - The company is focused on sustainable development in its operational areas and community[153] Employee and Community Engagement - The total training hours for employees amounted to 334.5 hours, a decrease from 349.5 hours in the previous year[178] - The company donated approximately HKD 240,000 to various beneficiaries, a decrease from HKD 251,000 in the previous year[189] - The group emphasizes the importance of maintaining good relationships with key stakeholders, including employees, customers, and suppliers, for its success[99] Financial Management and Risk - The financial risk management objectives and policies are outlined in the financial statements, with key performance indicators including revenue, financial costs, and debt-to-equity ratio[95] - The board has reviewed the cash flow forecast covering at least 12 months from February 29, 2020, considering the impact of COVID-19 on operational cash flows[76] - The board is responsible for ongoing supervision of the risk management and internal control systems, ensuring they are effective[80] Shareholder Information - The major shareholders include Win Dynamic Limited, which holds 50.82% of the company's shares, and other significant shareholders with various percentages[121] - The public shareholding exceeds 25% of the total issued shares as of the report date[135] - The company did not recommend the payment of a dividend for the year ending February 29, 2020[42] Audit and Compliance - An independent professional consultant was engaged to conduct an audit of the internal control and risk management systems, with no significant internal deficiencies reported[83] - The company reported a total audit service fee of HKD 2,930,000 for the year, a decrease from HKD 3,018,000 in the previous year[78] - Non-audit services provided by the external auditor amounted to HKD 1,963,000, significantly increasing from HKD 633,000 in the prior year[78]

Financial Performance - Revenue for the six months ended August 31, 2019, was HKD 138,100,000, a decrease of 5.4% compared to HKD 146,082,000 in the same period last year[5] - The loss before tax increased to HKD 80,171,000 from HKD 69,672,000 year-on-year, indicating a worsening financial performance[5] - The total comprehensive loss for the period was HKD 82,641,000, compared to HKD 70,160,000 in the previous year, reflecting increased operational challenges[7] - Basic and diluted loss per share was HKD 0.11, compared to HKD 0.10 in the same period last year[5] - The company reported a net loss attributable to equity holders of HKD 78,927,000, up from HKD 68,364,000 in the previous year[5] - The company reported a net loss of HKD 80,170,000 for the six months ended August 31, 2019, compared to a loss of HKD 69,682,000 in the same period of 2018[22] - The group's revenue for the six months ended August 31, 2019, was HKD 138,100,000, a decrease from HKD 146,082,000 for the same period in 2018, representing a decline of approximately 5.4%[55] - The group's pre-tax loss for the six months ended August 31, 2019, was HKD 78,927,000, compared to a loss of HKD 68,364,000 in the same period of 2018, indicating an increase in losses of about 11.4%[62] Operational Efficiency - The company is focusing on enhancing operational efficiency and exploring new market opportunities to drive future growth[5] - Management has implemented measures to enhance profitability, control operating costs, and reduce capital expenditures to improve operational performance and mitigate liquidity risks[23] - The group has successfully negotiated rent reductions with landlords, which management believes will further enhance operational profitability and cash flow[23] - The company plans to streamline operations and reduce operating and management costs to ensure profitability amid a challenging economic environment[95] - The management aims to enhance gross margins and improve product offerings in the department store segment[95] Assets and Liabilities - Non-current assets totaled HKD 291,407,000 as of August 31, 2019, compared to HKD 90,458,000 as of February 28, 2019, indicating significant asset growth[10] - Current liabilities increased to HKD 307,433,000 from HKD 293,741,000, suggesting rising financial obligations[10] - The company's current liabilities exceeded its current assets by HKD 52,237,000 as of August 31, 2019[22] - The total equity attributable to the company's shareholders was HKD 72,756,000 as of August 31, 2019, compared to HKD 142,221,000 at the end of August 2018[20] - The group's total liabilities included a current lease liability of HKD 101,824,000 due to the adoption of HKFRS 16[22] - The total liabilities increased by HKD 292,083,000 as a result of the new accounting standard[34] Cash Flow - Operating cash flow generated a net inflow of HKD 30,613,000 during the six months ended August 31, 2019, contrasting with an outflow of HKD 74,747,000 in the previous year[18] - As of August 31, 2019, the company's cash and cash equivalents amounted to HKD 31,740,000, a decrease from HKD 32,318,000 at the end of February 2019[22] - Cash flow forecasts indicate that the group will have sufficient financial resources to meet its financial obligations due within the next 12 months from August 31, 2019[25] - The group's cash and bank balances amounted to HKD 122,500,000, an increase from HKD 110,700,000 as of February 28, 2019[99] Share Capital and Financing - The company issued shares resulting in proceeds of HKD 102,718,000 during the financing activities[18] - The company incurred share issuance expenses of HKD 9,977,000[18] - The group reported a total of 1,313,962,560 issued and fully paid ordinary shares as of August 31, 2019, an increase from 918,892,800 shares as of February 28, 2019[68] - The group’s interest-bearing bank borrowings were HKD 133,000,000 as of August 31, 2019, down from HKD 190,000,000 as of February 28, 2019, with interest expenses of HKD 3,000,000 during the period[99] - The capital-to-debt ratio decreased from 666% on February 28, 2019, to 338% on August 31, 2019, due to the completion of a public offering that raised HKD 103,000,000[99] Regulatory and Compliance - The company is currently addressing regulatory compliance issues with the Insurance Authority regarding previous non-compliance matters[85] - The company has adopted a standard code of conduct for securities trading, confirming compliance by all directors during the review period[149] - The company has adhered to the corporate governance code, with some exceptions regarding the separation of roles between the chairman and CEO[150] Employee and Management Information - The group had a total of 289 employees as of August 31, 2019, a decrease from 328 employees as of February 28, 2019[112] - Total remuneration for key management personnel was 10,967 thousand HKD for the six months ended August 31, 2019, an increase from 9,263 thousand HKD in the previous year[74] Investment and Securities - The total amount of securities investments decreased from HKD 112 million to HKD 40 million during the period to mitigate market risks[94] - The group received approximately HKD 6,000,000 in dividends from its securities holdings during the period, up from HKD 3,000,000 in the previous year[107] - The group reported an unrealized loss of HKD 11,000,000 on fair value changes of investments during the period, compared to HKD 8,000,000 in the previous year[107] Stock Options and Shareholder Information - The company has a stock option plan that allows for the issuance of shares up to 10% of the total issued shares at the time of the plan's approval[130] - The maximum number of shares that can be issued upon the exercise of all unexercised options is capped at 30% of the total issued shares[133] - The beneficial ownership of Win Dynamic is 662,525,276 shares, representing 50.42% of the company's issued shares[125] - The total equity held by the directors and the CEO amounts to 667,747,676 shares, which is 50.82% of the issued shares[125]