Financial Performance - For the three months ended December 31, 2022, the company reported a revenue of HKD 11,008,000, a decrease of 13.7% compared to HKD 12,759,000 in the same period of 2021[2] - The cost of goods sold for the same period was HKD 8,279,000, resulting in a gross profit of HKD 2,729,000, down from HKD 2,850,000 in the previous year[2] - Operating loss increased to HKD 4,225,000 from HKD 2,128,000 year-over-year, reflecting a significant decline in profitability[2] - The net loss for the period was HKD 4,735,000, compared to a net loss of HKD 2,301,000 in the prior year, indicating a worsening financial position[2] - The company reported a loss of HKD 4,735,000 for the quarter, compared to a loss of HKD 2,301,000 in the same quarter of the previous year[33] Assets and Equity - The company's total assets decreased to HKD 54,289,000 as of December 31, 2022, down from HKD 102,613,000 at the end of March 2022[5] - Cash and cash equivalents significantly dropped to HKD 36,554,000 from HKD 90,259,000, highlighting liquidity concerns[5] - The company reported a total equity attributable to owners of the company of HKD (19,805,000), compared to HKD (9,037,000) in the previous period, indicating increased financial distress[5] - The fair value of the company's investment in a subsidiary, Maokai Kwai Chung, was HKD 6,000,000 as of December 31, 2022, representing 11.1% of the total assets[31] Revenue Breakdown - The media business generated revenue of HKD 7,759,000, while the watch and automotive segments contributed HKD 3,249,000, totaling HKD 11,008,000[13] Expenses and Liabilities - The company incurred a loss before tax of HKD 4,737,000, which includes unallocated expenses of HKD 1,340,000[13] - The depreciation expense for property, plant, and equipment was HKD 36,000 for the quarter, compared to HKD 69,000 in the previous year[18] - The company has not incurred any significant contingent liabilities or guarantees as of December 31, 2022[30] Share Information - The average number of issued ordinary shares was 400,900,000, resulting in a basic and diluted loss per share of HKD 1.18, compared to HKD 0.57 in the previous year[22] Dividends and Income - The company did not declare any dividends for the quarter ended December 31, 2022, consistent with the previous year[23] - The company recorded interest income of HKD 2,000 and government grants of HKD 21,000 during the quarter[17] Accounting Standards and Tax - The company has not adopted any new accounting standards that would significantly impact its financial statements for the reporting period[9] - The Hong Kong profit tax rate applied for the quarter was 16.5%, consistent with the previous year[19] Financing - The company received financing of HKD 125,000,000 from a subsidiary, with HKD 60,000,000 drawn down as of December 31, 2022[29]

Financial Performance - Revenue for the six months ended September 30, 2022, was HKD 19,824,000, a decrease of 9.3% from HKD 21,853,000 in the same period last year[1]. - Gross profit increased to HKD 3,772,000, up 3.3% from HKD 3,651,000 year-on-year[1]. - Operating loss for the period was HKD 6,763,000, compared to a loss of HKD 3,730,000 in the previous year, indicating a deterioration in performance[1]. - Net loss attributable to the company's owners was HKD 7,014,000, compared to HKD 4,133,000 in the prior year, reflecting a year-on-year increase of 69.5%[3]. - The operating loss before tax for the period was HKD 7,138,000, with a net loss of HKD 7,014,000 after tax credits of HKD 124,000[25]. - The company reported a loss before tax of HKD 4,114,000, compared to a loss of HKD 4,133,000 in the previous year, indicating a slight improvement[26]. - Basic and diluted loss per share for the period was HKD 1.75, compared to HKD 1.03 for the same period last year, indicating a worsening financial performance[38]. - The group’s after-tax loss widened by 70% to HKD 7,014,000, primarily due to the absence of one-time agreement fee income and government subsidies totaling HKD 5,087,000 from the previous year[64]. Assets and Liabilities - Total assets decreased to HKD 96,710,000 as of September 30, 2022, down from HKD 102,613,000 as of March 31, 2022[5]. - Total liabilities remained relatively stable at HKD 111,783,000, compared to HKD 111,650,000 in the previous period[5]. - The total assets as of September 30, 2022, were HKD 108,313,000, down from HKD 115,891,000 as of March 31, 2022, reflecting a decrease of 6.6%[28]. - The total liabilities increased to HKD 123,377,000 as of September 30, 2022, compared to HKD 124,863,000 as of March 31, 2022, showing a marginal decrease[28]. - The group’s net current assets were HKD 78,462,000, down from HKD 85,700,000 as of March 31, 2022, with total losses attributable to owners amounting to HKD 15,073,000[72]. - The capital debt ratio as of September 30, 2022, was 116%, an increase from 109% as of March 31, 2022[72]. Cash Flow - Cash and cash equivalents at the end of the period were HKD 81,859,000, a decrease from HKD 90,259,000 at the beginning of the period[8]. - The company reported a net cash outflow from operating activities of HKD 8,000,000, compared to HKD 3,328,000 in the previous year, indicating increased cash usage[8]. Revenue Segmentation - For the six months ended September 30, 2022, the total revenue was HKD 19,824,000, with media business contributing HKD 14,525,000 and watch and automotive business contributing HKD 5,299,000[25]. - The entertainment and lifestyle segment's revenue fell by 14% to HKD 14,525,000, with segment losses increasing to HKD 5,432,000 from HKD 783,000 in the prior year[65]. - The watch and automotive segment's revenue increased by 7% to HKD 5,299,000, achieving a segment profit of HKD 736,000 compared to a loss of HKD 872,000 in the previous year[66]. Government Grants - The group received government grants totaling HKD 2,548,000 during the period, with HKD 2,032,000 from the media business and HKD 516,000 from the watch and automotive business[25]. - Government grants received increased significantly to HKD 2,548,000 in 2022 from HKD 87,000 in 2021, highlighting improved support from governmental sources[32]. Employee and Management Costs - The company reported a decrease in employee benefit expenses to HKD 17,428,000 from HKD 19,853,000, reflecting cost-cutting measures[33]. - The group’s management compensation for the six months ended September 30, 2022, was HKD 1,606,000, slightly down from HKD 1,608,000 in the previous year[61]. Risk Management - There were no significant changes in risk management policies since March 31, 2022[16]. - The group’s financial risk exposure includes credit risk, price risk, liquidity risk, and interest rate risk[15]. - The group expects minimal risk from exchange rate fluctuations as its revenues and costs are primarily denominated in HKD[73]. Corporate Governance - The Audit Committee consists of three independent non-executive directors, ensuring oversight and governance[86]. - The Remuneration Committee includes three independent non-executive directors and one executive director, indicating a balanced approach to executive compensation[87]. - The Nomination Committee is composed of three independent non-executive directors and one executive director, reflecting a commitment to governance in board appointments[88]. - The Audit Committee has reviewed the interim financial information along with management, discussing risk management and internal control systems[89].

Financial Performance - For the three months ended June 30, 2022, the company reported a revenue of HKD 10,264,000, a decrease of 5.5% from HKD 10,866,000 in the same period last year[3] - The cost of goods sold for the same period was HKD 7,777,000, resulting in a gross profit of HKD 2,487,000, which is an increase of 20.8% compared to HKD 2,059,000 in the previous year[3] - The operating loss for the quarter was HKD 1,951,000, significantly improved from a loss of HKD 3,970,000 in the prior year, reflecting a reduction of 50.8%[3] - The net loss for the period was HKD 2,097,000, compared to a net loss of HKD 4,202,000 in the same quarter last year, indicating a 50.2% improvement[3] - Total comprehensive income for the period was HKD 3,702,000, up from HKD 2,148,000 in the previous year, representing a 72.3% increase[4] - The company reported a net loss before tax of HKD 4,192,000 for the quarter[1] Assets and Liabilities - The company's total assets decreased to HKD 35,233,000 as of June 30, 2022, from HKD 102,613,000 as of March 31, 2022[6] - Cash and cash equivalents significantly decreased to HKD 14,881,000 from HKD 90,259,000 in the previous quarter, indicating a decline of 83.5%[6] - Trade and other receivables increased to HKD 8,985,000 from HKD 6,791,000, reflecting a growth of 32.5%[6] - The company reported a total liability of HKD 40,568,000, down from HKD 111,650,000 in the previous quarter, showing a reduction of 63.6%[6] Government Grants and Subsidies - The company recognized government grants totaling HKD 1,632,000 during the quarter, which contributed positively to the financial performance[14] - The company received government subsidies of HKD 1,632,000 under the "2022 Employment Support Scheme" during the quarter[33] Share Information - The average number of issued ordinary shares was 400,900,000, resulting in a basic and diluted loss per share of HKD 0.5, compared to HKD 1.0 in the same quarter of the previous year[24] Other Income and Expenses - Interest income for the quarter was HKD 1,000, while other media business income significantly dropped to HKD 3,000 from HKD 297,000 in the previous year[18] - The company recorded a depreciation expense of HKD 56,000 for property, plant, and equipment, down from HKD 80,000 in the previous year[19] Contingent Liabilities and Dividends - The company has no significant contingent liabilities or guarantees as of June 30, 2022[30] - The company did not declare any dividends for the quarter ended June 30, 2022, consistent with the previous year[25] Investment Valuation - The fair value of the company's investment in equity securities was HKD 10,800,000 as of June 30, 2022, compared to HKD 4,980,000 at the end of the previous quarter[27]

Financial Performance - For the fiscal year ending March 31, 2022, the group's revenue slightly decreased by 2% to HKD 45,039,000 from HKD 45,943,000 in the previous fiscal year[16] - The group recorded a loss attributable to shareholders of HKD 12,332,000, an improvement of approximately 29% compared to the loss of HKD 17,255,000 in the previous fiscal year[16] - The entertainment and lifestyle segment generated revenue of HKD 33,348,000, down 5% from HKD 35,199,000 in the previous fiscal year, while segment losses were reduced from HKD 9,613,000 to HKD 7,104,000[17] - The group recognized one-time other income of HKD 5,158,000 for the fiscal year, compared to HKD 9,130,000 in the previous fiscal year[16] - The overall loss, excluding one-time income, was HKD 17,490,000, a decrease of approximately 34% from HKD 26,385,000 in the previous fiscal year[16] - The watch and automotive segment recorded revenue of HKD 11,691,000, an increase of 9% from HKD 10,744,000 last year, with losses reduced from HKD 3,085,000 to HKD 637,000[19] - The overall loss for the segment, excluding one-time income, was HKD 745,000 compared to HKD 4,803,000 in the previous fiscal year, primarily due to cost savings[19] - The company reported a comprehensive loss of HKD 14,550,000 for the year, compared to HKD 7,541,000 in the previous year, indicating increased overall losses[172] - The company reported a net loss of HKD 12,332,000 for the year ended March 31, 2022, compared to a net loss of HKD 17,255,000 for the previous year, representing a 28.1% improvement in losses[178] - The total comprehensive loss for the year ended March 31, 2022, was HKD 14,550,000, compared to a total comprehensive loss of HKD 7,541,000 in the previous year, indicating a 93.5% increase in losses[178] Operational Efficiency and Strategy - The company is focusing on cost control and operational efficiency while seeking new opportunities in response to the challenges posed by the pandemic[11] - The group aims to enhance operational efficiency by recruiting new talent to replace losses from natural attrition in 2021[23] - The company plans to focus on improving operational efficiency and exploring new market opportunities to enhance future performance[170] - The company is exploring new advertising solutions, including customized themed short films to attract new advertisers[18] - The group is leveraging its artist management business to promote products and services through its platforms[18] Financial Position and Assets - As of March 31, 2022, the group's net current assets were HKD 85,700,000, down from HKD 112,476,000 in the previous year, with total liabilities to total assets ratio at 108.8% compared to 95.9% last year[24] - The group held 12,000,000 shares of a strategic investment, representing 4.4% of the equity, with a fair value of HKD 4,980,000, down from HKD 7,320,000 the previous year[22] - The company’s equity position deteriorated, with total equity showing a deficit of HKD 9,037,000 compared to a positive equity of HKD 5,513,000 in the prior year[175] - Total assets decreased to HKD 102,613,000 from HKD 133,942,000, a decline of about 23.3%[175] - Total liabilities also decreased to HKD 111,650,000 from HKD 128,429,000, reflecting a reduction of approximately 13.1%[176] - Cash and cash equivalents dropped to HKD 90,259,000 from HKD 115,082,000, a decrease of about 21.6%[175] Governance and Compliance - The board of directors includes independent non-executive directors and an executive director, with recent changes in committee memberships effective April 1, 2022[41][43][58] - The company has adopted the Corporate Governance Code and has adhered to its provisions throughout the year[95] - The board of directors consists of six members, including three independent non-executive directors, ensuring a balanced governance structure[97] - The company has established a shareholder communication policy to ensure stakeholders are well-informed about business matters[142] - The company has implemented a comprehensive internal control system, which is regularly reviewed for effectiveness by the board and management[101] - The company has adopted a written guideline for securities trading, confirming compliance with the standard code by all directors as of March 31, 2022[96] - The company has a dividend policy that considers actual and expected financial performance, financial condition, and other relevant factors before declaring dividends[124] Risk Management - The company emphasizes a risk management framework to identify, assess, and manage significant risks related to achieving its corporate goals[131] - The company has implemented a risk management process that is reviewed at least annually, with senior management assessing identified risks and mitigation measures[132] - The board has committed to regular reviews of the risk management framework to address any identified weaknesses[140] - The internal audit department evaluates the adequacy and effectiveness of the risk management and internal control systems, collaborating with independent auditors[133] Shareholder Information - Major shareholders, including Sir Dato' Zhang Xiaoqing and Dr. Dato' Zhang Yiqing, control 292,700,000 shares, accounting for 73.01% of the issued share capital[78] - The company has maintained sufficient public float, with at least 25% of its issued shares held by the public[85] - Shareholders holding at least 10% of the paid-up capital can request a special general meeting, following specific procedural guidelines[145] Audit and Financial Reporting - The independent auditor's report confirms that the consolidated financial statements present a true and fair view of the group's financial position as of March 31, 2022[150] - The financial statements were prepared in accordance with International Financial Reporting Standards and comply with the disclosure requirements of the Hong Kong Companies Ordinance[150] - The audit procedures included evaluating the internal controls related to the estimation of expected credit losses and assessing the inherent risk of material misstatement[158] - The auditor's report emphasizes the responsibility of the board of directors to prepare accurate financial statements and assess the group's ability to continue as a going concern[162] - The management's estimates regarding the recoverability of trade receivables were found to be reasonable based on the audit evidence collected[158] Employee and Management Information - The company has approximately 106 employees as of March 31, 2022, down from 122 employees the previous year[33] - The remuneration committee held two meetings during the review year to assess the compensation policies for executive directors and senior management[108] - The company’s remuneration policy for employees is based on operational performance, individual performance, and market statistics[126] - The company encourages directors to participate in continuous professional development to enhance their knowledge and skills[118]

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布之內容概不負責，對其準確性或完整性亦 不發表任何聲明，並明確表示概不就因本公布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。 – 2 – 萬華媒體集團有限公司 （於開曼群島註冊成立之有限公司） （股份代號：426） 截至二零二一年十二月三十一日止三個月之第三季業績公布 萬華媒體集團有限公司（「本公司」）董事（「董事」）宣布本公司及其附屬公司（統稱「本集團」）截至二零 二一年十二月三十一日止三個月之未經審核綜合業績，連同於二零二零年同期之比較數字如下： 綜合收益表 截至二零二一年十二月三十一日止三個月 | | | (未經審核) | | | --- | --- | --- | --- | | | | 截至十二月三十一日止三個月 | | | | | 二零二一年 | 二零二零年 | | | 附註 | 千港元 | 千港元 | | 營業額 | 2 | 12,759 | 13,422 | | 已售貨品成本 | | (9,909) | (11,128) | | 毛利 | | 2,850 | 2,294 | | 其他收入 | 3 | 1,195 ...

[Consolidated Financial Statements](index=2&type=section&id=Consolidated%20Financial%20Statements) [Condensed Consolidated Statement of Profit or Loss](index=2&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss) Turnover slightly increased by 5.2% YoY to HK$21.85 million, and with effective cost control, operating loss narrowed significantly from HK$9.47 million to HK$3.73 million, improving loss per share | Indicator | For the six months ended 30 Sep 2021 (HK$ thousands) | For the six months ended 30 Sep 2020 (HK$ thousands) | YoY Change | | :--- | :--- | :--- | :--- | | Turnover | 21,853 | 20,777 | +5.2% | | Gross Profit/(Loss) | 3,651 | (2,146) | Turned from loss to profit | | Operating Loss | (3,730) | (9,465) | Loss narrowed 60.6% | | Loss for the period | (4,133) | (9,586) | Loss narrowed 56.9% | | Basic loss per share (HK cents) | (1.03) | (2.39) | Loss narrowed 56.9% | [Condensed Consolidated Statement of Comprehensive Income](index=3&type=section&id=Condensed%20Consolidated%20Statement%20of%20Comprehensive%20Income) Despite a narrower loss for the period, total comprehensive loss expanded to HK$4.74 million from HK$0.56 million last year due to a fair value loss on financial assets | Indicator | For the six months ended 30 Sep 2021 (HK$ thousands) | For the six months ended 30 Sep 2020 (HK$ thousands) | | :--- | :--- | :--- | | Loss for the period | (4,133) | (9,586) | | Fair value change of financial assets | (600) | 9,102 | | **Total comprehensive loss for the period** | **(4,740)** | **(556)** | [Condensed Consolidated Statement of Financial Position](index=4&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) Total assets slightly decreased to HK$128.77 million, while total equity shrank to HK$0.77 million, with operations heavily reliant on a HK$115 million loan from a fellow subsidiary | Indicator | 30 Sep 2021 (HK$ thousands) | 31 Mar 2021 (HK$ thousands) | | :--- | :--- | :--- | | Total Assets | 128,768 | 133,942 | | Total Liabilities | 127,995 | 128,429 | | **Total Equity** | **773** | **5,513** | | Cash and cash equivalents | 111,029 | 115,082 | | Loan from a fellow subsidiary | 115,000 | 115,000 | [Condensed Consolidated Statement of Changes in Equity](index=5&type=section&id=Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) Total equity decreased by 86% from HK$5.51 million to HK$0.77 million, primarily driven by the net loss and other comprehensive loss recorded during the period - Total comprehensive loss for the period was **HK$4.74 million**, comprising a loss for the period of HK$4.13 million and other comprehensive loss of HK$0.61 million, leading to a significant drop in total equity[6](index=6&type=chunk) [Condensed Consolidated Statement of Cash Flows](index=6&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) Net cash used in operating activities improved significantly to HK$3.33 million, reflecting enhanced operational efficiency, with period-end cash at HK$111.03 million | Indicator | For the six months ended 30 Sep 2021 (HK$ thousands) | For the six months ended 30 Sep 2020 (HK$ thousands) | | :--- | :--- | :--- | | Net cash used in operating activities | (3,328) | (10,600) | | Net cash (used in)/from investing activities | (31) | 12,037 | | Net cash (used in)/from financing activities | (701) | 10,828 | | Net decrease in cash and cash equivalents | (4,060) | 12,265 | | **Cash and cash equivalents at end of period** | **111,029** | **22,169** | [Notes to the Condensed Consolidated Interim Financial Information](index=7&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Interim%20Financial%20Information) [Note 1-4 General Information, Basis of Preparation, and Accounting Policies](index=7&type=section&id=Note%201-4%20General%20Information%2C%20Basis%20of%20Preparation%2C%20and%20Accounting%20Policies) These unaudited interim financial statements were prepared under IAS 34, with the Group's primary media operations in Hong Kong and Taiwan and consistent accounting policies - The Company is an investment holding company, and its subsidiaries are principally engaged in the media business in Hong Kong and Taiwan[10](index=10&type=chunk) - This interim financial information is **unaudited** and has been prepared in accordance with International Accounting Standard 34[11](index=11&type=chunk)[12](index=12&type=chunk) [Note 5 Financial Risk Management](index=8&type=section&id=Note%205%20Financial%20Risk%20Management) The Group manages credit, liquidity, and interest risks with unchanged policies, utilizing a HK$125 million facility from a fellow subsidiary to mitigate liquidity risk - The Group obtained a total financing facility of **HK$125 million** from a fellow subsidiary, of which **HK$115 million** has been utilized, to manage liquidity risk[18](index=18&type=chunk) - The Group's listed securities (valued at HK$6.72 million) measured at FVTOCI are classified as **Level 1** of the fair value hierarchy, based on quoted market prices[19](index=19&type=chunk)[20](index=20&type=chunk) [Note 6 Turnover and Segment Information](index=10&type=section&id=Note%206%20Turnover%20and%20Segment%20Information) Total turnover grew 5.2% to HK$21.85 million, driven by the Entertainment & Lifestyle segment, with losses narrowing in both segments due to effective cost controls | Segment (For the six months ended 30 Sep 2021) | Turnover (HK$ thousands) | Segment Loss (HK$ thousands) | | :--- | :--- | :--- | | Entertainment and Lifestyle Business | 16,920 | (783) | | Watches and Auto Business and Others | 4,933 | (872) | | **Total** | **21,853** | **(1,655)** | | Segment (For the six months ended 30 Sep 2020) | Turnover (HK$ thousands) | Segment Loss (HK$ thousands) | | :--- | :--- | :--- | | Entertainment and Lifestyle Business | 15,997 | (5,431) | | Watches and Auto Business and Others | 4,780 | (1,686) | | **Total** | **20,777** | **(7,117)** | - The majority of revenue (**HK$16.50 million**, or 75.5% of total) is recognized over time, while HK$5.35 million is recognized at a point in time[28](index=28&type=chunk) [Note 7-10 Other Income, Operating Loss and Finance Costs](index=13&type=section&id=Note%207-10%20Other%20Income%2C%20Operating%20Loss%20and%20Finance%20Costs) Other income was HK$5.82 million, mainly from a one-off termination fee, while a significant reduction in employee benefit expenses helped narrow the operating loss - Other income included **HK$5 million** received by a subsidiary from an independent third party for the early termination of a management agreement[33](index=33&type=chunk) | Expense Item | For the six months ended 30 Sep 2021 (HK$ thousands) | For the six months ended 30 Sep 2020 (HK$ thousands) | | :--- | :--- | :--- | | Employee benefit expense | 19,853 | 24,232 | | Finance costs | 325 | 81 | [Note 12-13 Loss Per Share and Dividends](index=14&type=section&id=Note%2012-13%20Loss%20Per%20Share%20and%20Dividends) Basic and diluted loss per share improved to 1.03 HK cents from 2.39 HK cents in the prior year, and the Board does not recommend an interim dividend - Basic and diluted loss per share was **1.03 HK cents**[40](index=40&type=chunk) - The Directors do not recommend the payment of an interim dividend for the six months ended 30 September 2021[41](index=41&type=chunk) [Note 14-17 Significant Assets and Investments](index=15&type=section&id=Note%2014-17%20Significant%20Assets%20and%20Investments) The Group's intangible assets have a net book value of zero, its main financial asset is a stake in Most Kwai Chung Limited, and it holds a 50% interest in an e-commerce JV - The Group's intangible assets (computer software, goodwill, trademarks) have a **net book value of zero** after accumulated amortization and impairment[43](index=43&type=chunk) - The Group holds ordinary shares in Most Kwai Chung Limited as a strategic investment, with a fair value of **HK$6.72 million** at period-end, recording a fair value loss of HK$0.60 million[46](index=46&type=chunk) - The Group holds a **50% equity interest** in a joint venture, Searching B Company Limited, which operates an e-commerce platform focused on beauty products[47](index=47&type=chunk)[49](index=49&type=chunk) [Note 20-21 Related Party Transactions](index=20&type=section&id=Note%2020-21%20Related%20Party%20Transactions) The Group engages in various transactions with its ultimate parent, Media Chinese, with a critical HK$115 million loan from a fellow subsidiary supporting its operations - The Company's ultimate parent company is **Media Chinese International Limited**[61](index=61&type=chunk) - The Group has a drawn-down loan of **HK$115 million** from a fellow subsidiary, which is a non-current liability and a key financial resource for the Group[60](index=60&type=chunk)[66](index=66&type=chunk) - During the period, the Group conducted several transactions with related parties, including payments for various support services and incurring **HK$0.31 million** in loan interest expense[62](index=62&type=chunk) [Management Discussion and Analysis](index=23&type=section&id=Management%20Discussion%20and%20Analysis) [Results Summary and Business Review](index=23&type=section&id=Results%20Summary%20and%20Business%20Review) Turnover grew 5% to HK$21.85 million amid economic recovery, and loss attributable to owners narrowed significantly to HK$4.13 million due to effective cost controls | Indicator | For the six months ended 30 Sep 2021 | For the six months ended 30 Sep 2020 | | :--- | :--- | :--- | | Turnover | HK$21.85 million | HK$20.78 million | | Loss attributable to owners of the Company | HK$4.13 million | HK$9.59 million | | Loss excluding one-off income | HK$9.22 million | HK$16.32 million | [Entertainment and Lifestyle Business](index=23&type=section&id=Entertainment%20and%20Lifestyle%20Business) This core segment's turnover grew 6% to HK$16.92 million while its loss narrowed significantly to HK$0.78 million, driven by cost savings and strategic business expansion - Segment turnover **grew by 6%** and loss narrowed significantly, mainly due to increased turnover and cost savings[71](index=71&type=chunk) - Strategic priorities include diversifying beyond luxury brands, developing e-commerce platforms like **'searchingb.com'**, and growing the artist management business[71](index=71&type=chunk) [Watches and Auto Business and Others](index=23&type=section&id=Watches%20and%20Auto%20Business%20and%20Others) This segment's turnover rose 3% to HK$4.93 million and its loss narrowed by 48% to HK$0.87 million, driven by higher turnover and cost control measures - Segment turnover **grew by 3%** and loss narrowed by 48%, primarily due to increased turnover and further cost savings[72](index=72&type=chunk) [Significant Investments, Outlook, and Financial Position](index=24&type=section&id=Significant%20Investments%2C%20Outlook%2C%20and%20Financial%20Position) The Group holds a strategic investment in Most Kwai Chung, anticipates a challenging market ahead, and maintains a high gearing ratio of 84% due to a large related-party loan - Holds a **4.4% stake** in Most Kwai Chung as a strategic investment, accounting for approximately 5% of the Group's total assets[73](index=73&type=chunk) - Outlook: The second half of the year is expected to remain challenging due to cautious advertiser spending; the Group will focus on sales efficiency and digital content[74](index=74&type=chunk) | Financial Indicator | 30 Sep 2021 | | :--- | :--- | | Net current assets | HK$108.51 million | | Cash and cash equivalents | HK$111.03 million | | Gearing ratio | 84% | [Other Disclosures](index=25&type=section&id=Other%20Disclosures) [Directors' and Substantial Shareholders' Interests](index=25&type=section&id=Directors%27%20and%20Substantial%20Shareholders%27%20Interests) This section details director and substantial shareholder interests, with Comwell Investment Limited being the controlling shareholder holding 73.01% of the shares | Substantial Shareholder | Number of Shares | Capacity | Shareholding Percentage | | :--- | :--- | :--- | :--- | | Comwell Investment Limited | 292,700,000 | Beneficial owner | 73.01% | | Tan Sri Datuk Sir Tiong Hiew King | 292,700,000 | Interest of controlled corporation | 73.01% | | Dato' Sri Dr Tiong Ik King | 292,700,000 | Interest of controlled corporation | 73.01% | [Corporate Governance and Compliance](index=26&type=section&id=Corporate%20Governance%20and%20Compliance) The Company has adopted and complied with the Corporate Governance Code, with established committees and confirmation of compliance with the Model Code for securities trading - For the six months ended 30 September 2021, the Company has adopted and complied with the code provisions of the **Corporate Governance Code**[87](index=87&type=chunk) - The **Audit Committee** has reviewed the Group's unaudited condensed consolidated financial information for the six months ended 30 September 2021[90](index=90&type=chunk) - The Directors confirmed their compliance with the required standard set out in the **Model Code** for securities transactions by directors throughout the period[89](index=89&type=chunk)

目 錄 公司資料 | | 2 | | --- | --- | | 主席報告 | 3 | | 年度剪影 | 5 | | 管理層討論及分析 | 6 | | 董事會報告 | 10 | | 企業管治報告 | 17 | | 獨立核數師報告 | 30 | | 綜合收益表 | 34 | | 綜合全面收益表 | 35 | | 綜合財務狀況表 | 36 | | 綜合權益變動表 | 38 | | 綜合現金流量表 | 39 | | 綜合財務報表附註 | 40 | | 五年財務概要 | 92 | 02 萬華媒體集團有限公司 • 二零/二一年年報 公司資料 非執行董事 張聰女士 （主席） 執行董事 楊形發先生 張裘昌先生 林栢昌先生 獨立非執行董事 俞漢度先生 劉志華先生 周卓華先生 審核委員會 俞漢度先生 （主席） 劉志華先生 周卓華先生 薪酬委員會 劉志華先生 （主席） 俞漢度先生 周卓華先生 張裘昌先生 提名委員會 周卓華先生 （主席） 俞漢度先生 劉志華先生 張裘昌先生 公司秘書 註冊辦事處 Windward 3 Regatta Office Park P. O. Box 1350 KY1-1108 Grand Cayman ...

One Media Group Interim Report 2020/21 萬華媒體 二 〇 二 〇 至 二 一 年 度 中 期 報 告 媒 體 上述簡明綜合收益表應與隨附附註一併閱讀。 1 萬華媒體集團有限公司 簡明綜合全面收益表 截至二零二零年九月三十日止六個月 萬 華 中期報告 2020/21 簡明綜合收益表 截至二零二零年九月三十日止六個月 | | | （未經審核） | | | --- | --- | --- | --- | | | | 截至九月三十日止六個月 | | | | | 二零二零年 | 二零一九年 | | | 附註 | 千港元 | 千港元 | | 營業額 | 6 | 20,777 | 37,790 | | 已售貨品成本 | | (22,923) | (29,239) | | 毛（損）╱利 | | (2,146) | 8,551 | | 其他收入 | 7 | 6,316 | 785 | | 其他收益 | 8 | 1,712 | – | | 銷售及分銷支出 | | (6,318) | (8,015) | | 行政支出 | | (9,029) | (9,952) | | 經營虧損 | 9 | ( ...

目錄 | 公司資料 | 2 | | --- | --- | | 主席報告 | 3 | | 年度剪影 | 5 | | 管理層討論及分析 | 7 | | 董事會報告 | 10 | | 企業管治報告 | 17 | | 獨立核數師報告 | 30 | | 綜合收益表 | 34 | | 綜合全面收益表 | 35 | | 綜合財務狀況表 | 36 | | 綜合權益變動表 | 38 | | 綜合現金流量表 | 39 | | 綜合財務報表附註 | 40 | | 五年財務概要 | 92 | 02 萬華媒體集團有限公司 • 一九/二零年年報 公司資料 非執行董事 張聰女士 （主席） 執行董事 張裘昌先生 林栢昌先生 獨立非執行董事 俞漢度先生 劉志華先生 周卓華先生 審核委員會 俞漢度先生 （主席） 劉志華先生 周卓華先生 薪酬委員會 劉志華先生 （主席） 俞漢度先生 周卓華先生 張裘昌先生 提名委員會 周卓華先生 （主席） 俞漢度先生 劉志華先生 張裘昌先生 公司秘書 楊形發先生 主要往來銀行 大新銀行有限公司 交通銀行股份有限公司 （香港分行） 核數師 羅兵咸永道會計師事務所 執業會計師 註冊公眾利益實體核數師 總辦事處及香港 ...

[Condensed Consolidated Financial Statements](index=2&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8) [Condensed Consolidated Statement of Profit or Loss](index=2&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E6%94%B6%E7%9B%8A%E8%A1%A8) Revenue from continuing operations decreased and operating loss widened, but total loss narrowed due to the absence of prior period discontinued operations | Metric (HKD '000) | Six Months Ended September 30, 2019 | Six Months Ended September 30, 2018 | | :--- | :--- | :--- | | **Continuing Operations** | | | | Revenue | 37,790 | 44,692 | | Gross Profit | 8,551 | 15,868 | | Operating Loss | (8,631) | (6,537) | | Loss for the Period | (8,814) | (6,638) | | **Loss for the Period from Discontinued Operations** | – | (6,678) | | **Total Loss for the Period** | (8,814) | (13,316) | - Basic and diluted loss per share from continuing operations was **2.20 HK cents**, an increase from **1.65 HK cents** in the prior period. Including discontinued operations, total loss per share narrowed from **3.32 HK cents** to **2.20 HK cents**[2](index=2&type=chunk)[56](index=56&type=chunk) [Condensed Consolidated Statement of Comprehensive Income](index=3&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E5%85%A8%E9%9D%A2%E6%94%B6%E7%9B%8A%E8%A1%A8) Total comprehensive loss for the period significantly narrowed, mainly due to a reduced loss from fair value changes of financial assets | Metric (HKD '000) | Six Months Ended September 30, 2019 | Six Months Ended September 30, 2018 | | :--- | :--- | :--- | | Loss for the Period | (8,814) | (13,316) | | Fair Value Changes of Financial Assets | (4,657) | (45,157) | | **Total Comprehensive Loss for the Period** | **(13,467)** | **(57,454)** | [Condensed Consolidated Statement of Financial Position](index=4&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E7%8B%80%E6%B3%81%E8%A1%A8) Total assets and equity decreased as of September 30, 2019, with initial recognition of right-of-use assets and lease liabilities due to new leasing standards | Metric (HKD '000) | September 30, 2019 | March 31, 2019 | | :--- | :--- | :--- | | **Total Assets** | **62,048** | **70,943** | | Total Non-Current Assets | 31,175 | 30,416 | | Total Current Assets | 30,873 | 40,527 | | **Total Equity** | **40,585** | **54,052** | | **Total Liabilities** | **21,463** | **16,891** | | Total Current Liabilities | 18,012 | 16,837 | - Cash and cash equivalents decreased from **HK$22,843 thousand** at the beginning of the period to **HK$16,457 thousand** at period-end[5](index=5&type=chunk) [Condensed Consolidated Statement of Changes in Equity](index=5&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E6%AC%8A%E7%9B%8A%E8%AE%8A%E5%8B%95%E8%A1%A8) Total shareholders' equity decreased from the beginning to the end of the period, primarily due to the total comprehensive loss recorded - Total equity decreased by **HK$13,467 thousand** for the six months ended September 30, 2019, primarily comprising a loss for the period of **HK$8,814 thousand** and a loss from fair value changes of financial assets of **HK$4,657 thousand**[6](index=6&type=chunk) [Condensed Consolidated Statement of Cash Flows](index=6&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E7%8F%BE%E9%87%91%E6%B5%81%E9%87%8F%E8%A1%A8) Net cash used in operating and investing activities led to a decrease in cash and cash equivalents at period-end | Metric (HKD '000) | Six Months Ended September 30, 2019 | Six Months Ended September 30, 2018 | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | (5,864) | (11,006) | | Net Cash Used in Investing Activities | (281) | (98) | | Net Cash Used in Financing Activities | (245) | – | | **Net Decrease in Cash and Cash Equivalents** | **(6,390)** | **(11,104)** | | Cash and Cash Equivalents at Period-End | 16,457 | 17,994 | [Notes to the Financial Statements](index=7&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E4%B8%AD%E6%9C%9F%E8%B2%A1%E5%8B%99%E8%B3%87%E6%96%99%E9%99%84%E8%A8%BB) [General Information, Basis of Preparation and Accounting Policies](index=7&type=section&id=%E9%99%84%E8%A8%BB%201-5) The unaudited interim financial information is prepared under IAS 34, with IFRS 16 'Leases' adopted from April 1, 2019, recognizing right-of-use assets and lease liabilities - The Group primarily engages in media business, including magazine publishing and digital media, in Hong Kong and Taiwan[10](index=10&type=chunk) - The Group adopted IFRS 16 'Leases' from April 1, 2019, using the simplified transition approach without restating comparative period data, leading to the recognition of right-of-use assets and lease liabilities on the statement of financial position[19](index=19&type=chunk)[23](index=23&type=chunk) Impact of IFRS 16 Adoption (HKD '000) | Metric (HKD '000) | April 1, 2019 | | :--- | :--- | | Right-of-Use Assets - Increase | 6,620 | | Lease Liabilities - Increase | 6,620 | [Revenue and Segment Information](index=13&type=section&id=%E9%99%84%E8%A8%BB%207) The Group's business is segmented into 'Entertainment and Lifestyle' and 'Watches and Automobiles and Others', experiencing overall revenue decline and reduced profitability in its primary segment Business Segment Performance (HKD '000) | Business Segment (HKD '000) | Revenue (2019 H1) | Segment Loss (2019 H1) | Revenue (2018 H1) | Segment Loss (2018 H1) | | :--- | :--- | :--- | :--- | :--- | | Entertainment and Lifestyle Business | 30,139 | (4,819) | 36,675 | (2,075) | | Watches and Automobiles Business and Others | 7,651 | (1,674) | 8,017 | (1,186) | | **Total** | **37,790** | **(6,493)** | **44,692** | **(3,261)** | - The majority of the Group's revenue (**HK$30,027 thousand**) is recognized over time, while **HK$7,763 thousand** is recognized at a point in time[41](index=41&type=chunk) [Discontinued Operations](index=17&type=section&id=%E9%99%84%E8%A8%BB%2012) The Group discontinued its mainland China magazine business in the prior period by selling two subsidiaries, eliminating a loss present in the prior period - Due to the disposal of its mainland China business, the Group recognized a net loss on disposal of **HK$1,641 thousand** and recorded a total loss from discontinued operations of **HK$6,678 thousand** in the prior period[52](index=52&type=chunk)[54](index=54&type=chunk) [Loss Per Share and Dividends](index=18&type=section&id=%E9%99%84%E8%A8%BB%2013-14) Basic and diluted loss per share from continuing operations was **2.20 HK cents**, with no interim dividend recommended by the Board - The Directors do not recommend the payment of an interim dividend for the six months ended September 30, 2019[57](index=57&type=chunk) [Details of Assets and Liabilities](index=19&type=section&id=%E9%99%84%E8%A8%BB%2015-22) Intangible assets, financial assets at fair value through other comprehensive income, and trade receivables all decreased at period-end Selected Assets/Liabilities (HKD '000) | Asset/Liability Item (HKD '000) | September 30, 2019 | March 31, 2019 | | :--- | :--- | :--- | | Intangible Assets | 4,765 | 4,894 | | Financial Assets at Fair Value Through Other Comprehensive Income | 19,238 | 23,895 | | Trade Receivables | 11,655 | 13,798 | | Trade Payables | 4,254 | 4,174 | - At period-end, the Group recognized a new unsecured short-term bank borrowing of **HK$810 thousand** with an annual interest rate of **3.44%**[68](index=68&type=chunk) [Related Party Transactions](index=23&type=section&id=%E9%99%84%E8%A8%BB%2023) The Group engages in various transactions with fellow subsidiaries under its ultimate parent, primarily for support services on a cost reimbursement basis - The Company's ultimate parent company is World Chinese Media Limited[71](index=71&type=chunk) Related Party Transaction Expenses (HKD '000) | Related Party Transaction Expenses (HKD '000) | 2019 H1 | 2018 H1 | | :--- | :--- | :--- | | Administrative Support and Information System Services | 2,447 | 2,610 | | Office, Warehouse, and Car Park Leases | 1,396 | 1,288 | | Publishing Support Services | 479 | 445 | [Management Discussion and Analysis](index=25&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E8%A8%8E%E8%AB%96%E5%8F%8A%E5%88%86%E6%9E%90) [Results Review](index=25&type=section&id=%E6%A5%AD%E7%B8%BE%E6%91%98%E8%A6%81) Hong Kong's economic recession and trade war impacted the Group's business, yet loss attributable to owners narrowed due to discontinued operations and cost control - Hong Kong's GDP decreased by **2.9%** year-on-year in Q3 2019, and total retail sales plummeted by **18.3%** in September, posing challenges to the Group's economic environment[77](index=77&type=chunk) - The Group's improved performance is primarily attributable to two factors: the cessation of its mainland China operations and effective control over operating costs[77](index=77&type=chunk) [Business Review](index=25&type=section&id=%E6%A5%AD%E5%8B%99%E5%9B%9E%E9%A1%A7) The core 'Entertainment and Lifestyle' business faced significant revenue decline and loss expansion, while the Group consolidates digital business, controls costs, and explores new opportunities - The flagship publication, Ming Pao Weekly, was affected by weak demand from luxury brands, but its social media segment attracted more readers during the turbulent period[78](index=78&type=chunk) - To counter revenue decline, the Group has intensified cost optimization efforts, including saving on printing costs, retraining, and reorganizing manpower allocation[80](index=80&type=chunk) - The Group holds approximately **7.5%** equity interest in Mao G Kee Kwai Chung Limited, a Hong Kong-listed company, as part of its media investments[82](index=82&type=chunk) [Outlook](index=26&type=section&id=%E5%B1%95%E6%9C%9B) The Group anticipates a challenging second half due to slow economic growth and market disruptions, focusing on enhancing readership and developing advertising production services amidst weak advertising expenditure - Facing a challenging market environment, the Group's strategic focus is to enhance its readership and continue developing its advertising production services[83](index=83&type=chunk) [Other Information](index=27&type=section&id=%E5%85%B6%E4%BB%96%E8%B3%87%E6%96%99) [Directors' and Major Shareholders' Interests](index=27&type=section&id=%E6%93%81%E6%9C%89%E6%A0%B9%E6%93%9A%E8%AD%89%E5%88%B8%E5%8F%8A%E6%9C%9F%E8%B2%A8%E6%A2%9D%E4%BE%8B%E7%AC%ACXV%E9%83%A8%E7%AC%AC2%E5%8F%8A3%E5%88%86%E9%83%A8%E9%A0%88%E4%BA%88%E6%8A%AB%E9%9C%B2%E6%AC%8A%E7%9B%8A%E5%8F%8A%E6%B7%A1%E5%80%89%E4%B9%8B%E4%B8%BB%E8%A6%81%E8%82%A1%E6%9D%B1%E5%8F%8A%E4%BA%BA%E5%A3%AB) The report discloses directors' holdings and identifies Comwell Investment Limited, an indirect wholly-owned subsidiary of the ultimate parent, as the major controlling shareholder - Comwell Investment Limited holds **292,700,000** shares, representing **73.01%** of the Company's issued ordinary shares, and is an indirect wholly-owned subsidiary of World Chinese Media Limited[91](index=91&type=chunk) [Employee Information](index=28&type=section&id=%E5%83%B1%E5%93%A1) As of September 30, 2019, the Group had **153** employees, with compensation determined by performance, individual merit, and market levels - As of September 30, 2019, the Group had **153** employees[93](index=93&type=chunk) [Corporate Governance](index=28&type=section&id=%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB) The Company largely complied with the Corporate Governance Code, with a temporary shortfall in independent non-executive directors due to a resignation, subsequently rectified by new appointments - Due to Mr. Yeung Ngai Ming's resignation, the Company temporarily did not fully comply with Listing Rules regarding the number of independent non-executive directors (Rule 3.10(1)), Audit Committee members (Rule 3.21), and Nomination Committee Chairman (Code A.5.1)[94](index=94&type=chunk) - With the appointment of Mr. Chow Cheuk Wah on September 1, 2019, the Company has re-complied with the relevant Listing Rules requirements[95](index=95&type=chunk)