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 全部或任何部份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。 ALLEGRO CULTURE LIMITED 律 齊 文 化 有 限 公 司（「本公司」，連 同 其 附 屬 公 司 統 稱「本集團」）董 事 會（「董事會」） 謹 此 宣 佈，本 公 司 將 於 二 零 二 五 年 八 月 二 十 日（星 期 三）舉 行 董 事 會 會 議，以 考 慮 及 批 准 本 集 團 截 至 二 零 二 五 年 六 月 三 十 日 止 六 個 月 之 中 期 業 績 及 其 發 佈， 以 及 派 付 中 期 股 息（如 有）之 建 議。 繼續暫停買賣 律齊文化有限公司 （於開曼群島註冊成立並於百慕達繼續經營之有限公司） （股份代號：550） (1)董 事 會 會 議 日 期； 及 (2)繼續暫停買賣 董事會會議日期 於 本 公 佈 日 期，董 事 會 由 執 行 董 事 姚 思 慧 女 士；非 執 行 董 事 鍾 美 ...

Core Viewpoint - The company reported a significant decline in revenue and an increase in losses for the fiscal year ending December 31, 2023, primarily due to reduced sales in medical and healthcare products as well as e-commerce [1] Financial Performance - The company achieved revenue of HKD 36.332 million, representing a year-on-year decrease of 32.91% [1] - The loss attributable to equity shareholders amounted to HKD 35.934 million, which is an increase of 306.03% compared to the previous year [1] - The basic loss per share was HKD 0.079 [1] Revenue Breakdown - The decline in revenue was mainly attributed to decreased sales in medical and healthcare products [1] - E-commerce revenue, particularly from the sale of household and personal care products, also saw a reduction [1]

Core Viewpoint - The company reported a significant decline in revenue and an increase in losses for the six months ending June 30, 2024, primarily due to reduced advertising revenue and the cessation of earnings from non-advertising segments, particularly e-commerce [1] Financial Performance - The company achieved revenue of HKD 13.829 million, representing a year-on-year decrease of 31.6% [1] - The loss attributable to equity shareholders was HKD 7.471 million, which is a year-on-year decrease of 22.6% [1] - The loss per share was HKD 0.0164 [1] Business Segments - The decline in revenue was mainly attributed to a decrease in advertising business revenue [1] - The company’s non-advertising business segments, especially e-commerce, no longer generated revenue [1]

[Annual Performance Overview](index=1&type=section&id=Annual%20Performance%20Overview) [Financial Summary](index=1&type=section&id=Financial%20Summary) The company's FY2024 revenue decreased 13.3% YoY to HK$31.5 million and gross profit fell 10.5% to HK$18.2 million, yet the annual loss narrowed significantly by 65.5% to HK$12.5 million due to cost controls, with the Board resolving not to declare a final dividend Key Financial Metrics for FY2024 | Metric | 2024 (HK$ thousands) | 2023 (HK$ thousands) | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | 31,500 | 36,332 | -13.3% | | Gross Profit | 18,200 | 20,341 | -10.5% | | Loss for the year | 12,500 | 36,238 | -65.5% | | Loss for the year attributable to equity holders of the Company | 12,500 | 35,934 | -65.2% | - The Board of Directors resolved not to recommend the payment of any dividend for the year ended December 31, 2024[3](index=3&type=chunk) [Consolidated Financial Statements](index=2&type=section&id=Consolidated%20Financial%20Statements) The financial statements show a significant reduction in the 2024 loss, driven by lower administrative expenses and a reversal of impairment on trade receivables, while total assets and equity halved due to a sharp decline in the value of equity instruments at FVOCI [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=2&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) The company's 2024 loss narrowed to HK$12.5 million from HK$36.2 million in the prior year, mainly due to reduced administrative expenses and a reversal of impairment on trade receivables, with basic loss per share improving to 2.75 HK cents Key Items from the Consolidated Statement of Profit or Loss (For the year ended December 31) | Item (HK$ thousands) | 2024 | 2023 | Reason for Change | | :--- | :--- | :--- | :--- | | Revenue | 31,515 | 36,332 | Cessation of non-advertising businesses | | Gross Profit | 18,202 | 20,341 | Decreased revenue | | Administrative expenses | (23,524) | (34,840) | Reduced staff costs | | Impairment (reversal)/losses on trade receivables | 1,743 | (6,162) | Reversal of impairment | | **Loss for the year** | **(12,494)** | **(36,238)** | **Significant narrowing of loss** | | Basic loss per share | (2.75 HK cents) | (7.90 HK cents) | - | [Consolidated Statement of Financial Position](index=4&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) Total assets as of year-end 2024 decreased by 47% to HK$65.8 million, primarily driven by a sharp fall in 'equity instruments at FVOCI' within non-current assets, causing net assets to decline from HK$114.3 million to HK$52.3 million Key Items from the Consolidated Statement of Financial Position (As at December 31) | Item (HK$ thousands) | 2024 | 2023 | | :--- | :--- | :--- | | **Non-current assets** | **22,852** | **84,927** | | Including: Equity instruments at FVOCI | 128 | 59,625 | | **Current assets** | **42,989** | **39,371** | | Including: Cash and cash equivalents | 37,042 | 30,081 | | **Total assets** | **65,841** | **124,298** | | **Net assets** | **52,268** | **114,305** | | **Total equity** | **52,268** | **114,305** | [Notes to the Consolidated Financial Statements](index=5&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) [General Information and Accounting Policies](index=5&type=section&id=General%20Information%20and%20Accounting%20Policies) The company is an investment holding company engaged in advertising, healthcare products, e-commerce, and IP development, with financial statements prepared under HKFRSs and the adoption of new standards having no material impact - The Group is principally engaged in (i) provision of advertising services; (ii) sales of medical and healthcare products; (iii) e-commerce business; and (iv) provision of intellectual property (IP) development and design services[9](index=9&type=chunk) - The application of new and revised Hong Kong Financial Reporting Standards in the current year has had no material effect on the Group's financial performance and position[11](index=11&type=chunk) [Segment Information](index=6&type=section&id=Segment%20Information) The company's business structure changed significantly in 2024, with all revenue of HK$31.5 million generated from the advertising services segment, reflecting a strategic focus shift away from other now-dormant segments Segment Revenue Analysis (HK$ thousands) | Business Segment | 2024 Revenue | 2023 Revenue | | :--- | :--- | :--- | | Advertising services | 31,515 | 32,483 | | Sales of medical and healthcare products | – | 373 | | E-commerce business | – | 2,900 | | IP development and design services | – | 576 | | **Total** | **31,515** | **36,332** | - In 2024, the advertising services segment reported a profit of HK$1.3 million, while the e-commerce and IP development segments recorded minor losses[15](index=15&type=chunk) - Geographically, revenue in 2024 was primarily from Hong Kong (HK$23.9 million) and Mainland China (HK$7.6 million), whereas all 2023 revenue was from Hong Kong[17](index=17&type=chunk) [Notes on Key Financial Items](index=10&type=section&id=Notes%20on%20Key%20Financial%20Items) This section details financial data, including a loss of approximately HK$186,000 from the disposal of three subsidiaries in 2024, higher finance costs from lease liabilities, and a decrease in impairment provisions for trade receivables, with no dividend recommended - In 2024, the Group completed the disposal of the entire equity interests in three subsidiaries, Glory Novel Limited, Beyond Noble Holdings Limited, and Smart Path Enterprises Limited, resulting in a total loss of approximately HK$186,000[22](index=22&type=chunk)[51](index=51&type=chunk) - The impairment provision for trade receivables decreased from HK$4.6 million in 2023 to HK$2.9 million in 2024, with a reversal of impairment loss of HK$1.7 million during the year[30](index=30&type=chunk) - The Board does not recommend the payment of a dividend for the years ended December 31, 2024 and 2023[27](index=27&type=chunk) [Independent Auditor's Report](index=15&type=section&id=Independent%20Auditor's%20Report) The independent auditor issued a Disclaimer of Opinion on the consolidated financial statements for the year ended December 31, 2024, due to the inability to obtain sufficient appropriate audit evidence regarding key items, indicating material uncertainty about the report's reliability [Basis for Disclaimer of Opinion](index=15&type=section&id=Basis%20for%20Disclaimer%20of%20Opinion) The disclaimer is based on scope limitations concerning the investment in an associate, the unverifiable opening balances and comparative figures from the prior year's disclaimer, and the unconfirmed loss on disposal of subsidiaries due to lack of access to records - The auditor issued a **"Disclaimer of Opinion"** on the company's consolidated financial statements for the year 2024[34](index=34&type=chunk) - **Scope Limitation on Interest in an Associate**: The auditor was unable to obtain the audited financial statements of the associate, Aolorry, and thus could not determine the share of results or any potential impairment[35](index=35&type=chunk)[36](index=36&type=chunk) - **Issue with Opening Balances and Corresponding Figures**: Due to the disclaimer of opinion on the 2023 financial statements, the opening balances and comparative figures for 2024 could not be verified[38](index=38&type=chunk) - **Scope Limitation on Loss on Disposal of Subsidiaries**: The auditor could not obtain the books and records of the disposed subsidiaries (Jingji Tianzi and Haotuo), preventing confirmation of the accuracy of the reported loss on disposal[39](index=39&type=chunk) [Management Discussion and Analysis](index=17&type=section&id=Management%20Discussion%20and%20Analysis) [Financial Review](index=17&type=section&id=Financial%20Review) Total revenue in 2024 fell 13.3% to HK$31.5 million due to the cessation of non-advertising businesses, but the pre-tax loss narrowed by 65.5% to HK$12.5 million, driven by a 32.5% reduction in administrative expenses and a stable gross margin of 57.8% - Revenue decreased by **13.3% to HK$31.5 million**, primarily due to the cessation of businesses outside the advertising segment (especially the e-commerce segment)[41](index=41&type=chunk) Gross Profit and Gross Profit Margin | Metric | 2024 | 2023 | | :--- | :--- | :--- | | Gross Profit (HK$ thousands) | 18,202 | 20,341 | | Gross Profit Margin (%) | 57.8% | 56.0% | - Administrative expenses decreased by **32.5% from HK$34.8 million to HK$23.5 million**, mainly due to reduced staff costs[50](index=50&type=chunk) - Loss before income tax decreased by **65.5% from HK$36.2 million to HK$12.5 million**[53](index=53&type=chunk) [Business Review](index=19&type=section&id=Business%20Review) The core advertising business showed resilience amid economic challenges, with the company expanding into Mainland China to offset a 26.5% decline in its Hong Kong Recruit magazine revenue, while other business segments were discontinued due to operational issues - The core advertising business, Recruit magazine, faced structural challenges, with advertising revenue **decreasing by 26.5% year-on-year to HK$23.9 million**[56](index=56&type=chunk) - The company actively expanded its digital advertising business in Mainland China, with subsidiary Shenzhen Lvqi contributing approximately **HK$5.1 million in revenue** through platforms like Douyin, and cooperation with affiliate Shenzhen Jingji bringing in about **HK$2.5 million**[57](index=57&type=chunk)[58](index=58&type=chunk) - Due to the failure of a former executive director to properly hand over documents, the medical and healthcare products, e-commerce, and IP development and design services segments have ceased developing new business and are being gradually deconsolidated or sold[59](index=59&type=chunk) [Future Prospects](index=21&type=section&id=Future%20Prospects) The company will focus on its core advertising competencies by strengthening its Hong Kong multi-platform business, expanding digital advertising solutions in Mainland China, and vertically integrating its event management services with a new factory - Consolidate the core advertising business by leveraging Recruit magazine's multi-platform reach across print, website, app, and social media[62](index=62&type=chunk) - Actively explore advertising opportunities in Mainland China, particularly by providing advertising solutions for clients on digital platforms like Douyin[62](index=62&type=chunk) - Expand promotion services and event management to Mainland China and establish an in-house factory (expected to operate in July 2025) to produce event props, achieving vertical integration and improving cost-effectiveness[64](index=64&type=chunk)[65](index=65&type=chunk) [Liquidity and Financial Resources](index=22&type=section&id=Liquidity%20and%20Financial%20Resources) The Group maintained a sound financial position at year-end 2024 with net current assets of approximately HK$30.7 million, a current ratio of 4.5, increased cash balances of HK$37.0 million, and no bank borrowings Liquidity Ratios (As at December 31) | Metric | 2024 | 2023 | | :--- | :--- | :--- | | Net Current Assets (HK$) | ~30,700,000 | ~30,700,000 | | Current Ratio | 4.5 | 4.5 | | Cash and Bank Balances (HK$) | ~37,000,000 | ~30,000,000 | | Bank Loans and Other Borrowings | None | None | [Other Important Matters](index=23&type=section&id=Other%20Important%20Matters) [Events After the Reporting Period](index=23&type=section&id=Events%20After%20the%20Reporting%20Period) Subsequent to the reporting period, the company completed the disposal of its entire interest in associate Aolorry for HK$9.95 million and is currently involved in several legal proceedings, including actions concerning a former director - In May 2025, the company disposed of its entire investment interest in its associate, Aolorry, for a consideration of **HK$9.95 million**[72](index=72&type=chunk) - The company is pursuing legal action against a former director and his controlled entities, seeking damages for breach of fiduciary duties[73](index=73&type=chunk) - A shareholder has filed a lawsuit against the company alleging defamatory statements in a published announcement, which the company is defending[75](index=75&type=chunk) [Material Acquisitions and Disposals](index=24&type=section&id=Material%20Acquisitions%20and%20Disposals) On December 23, 2024, the company entered into agreements to dispose of two subsidiaries, Beyond Noble and Smart Path, for considerations of HK$19,000 and HK$1 respectively - On December 23, 2024, the company agreed to sell the entire issued share capital of Beyond Noble for a consideration of **HK$19,000**[78](index=78&type=chunk) - On the same day, the company agreed to sell the entire issued share capital of Smart Path for a consideration of **HK$1**[78](index=78&type=chunk) [Other Material Events](index=25&type=section&id=Other%20Material%20Events) The company faces significant challenges, including a continued suspension of trading since April 2, 2024, and is working to fulfill the Stock Exchange's resumption guidance by conducting investigations and reviews - Trading in the company's shares has been **suspended on the Stock Exchange since April 2, 2024**, and will remain so until the resumption guidance is fulfilled[81](index=81&type=chunk)[99](index=99&type=chunk) - The Stock Exchange has issued resumption guidance, requiring the company to complete an independent forensic investigation, demonstrate management integrity, conduct an internal control review, and publish all outstanding financial results[83](index=83&type=chunk) - The company changed its auditor in May 2024, appointing BDO Limited as the new auditor[82](index=82&type=chunk)[86](index=86&type=chunk) - The company has engaged independent third parties to conduct an investigation into audit-related matters and an independent review of its internal control procedures to satisfy the resumption guidance[87](index=87&type=chunk) [Corporate Governance](index=27&type=section&id=Corporate%20Governance) The company is committed to maintaining high standards of corporate governance, has complied with the Corporate Governance Code, and its Audit Committee has reviewed the annual results - The company has complied with the applicable code provisions of the Corporate Governance Code as set out in Appendix C1 to the Listing Rules[89](index=89&type=chunk) - The Audit Committee has reviewed the annual results for the year ended December 31, 2024[92](index=92&type=chunk)

Financial Highlights [Financial Highlights](index=1&type=section&id=%E8%B2%A1%E5%8B%99%E6%91%98%E8%A6%81) For the six months ended June 30, 2024, the company's revenue, gross profit, and loss all decreased year-over-year, with the loss attributable to equity shareholders narrowing by 22.6% **Financial Highlights for H1 2024** | Indicator | H1 2024 | H1 2023 | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | Approx. HK$13.8 million | Approx. HK$20.2 million | -31.6% | | Gross Profit | Approx. HK$10.9 million | Approx. HK$14.2 million | -23.3% | | Loss for the period | Approx. HK$7.47 million | Approx. HK$9.97 million | -25.0% | | Loss attributable to equity shareholders | Approx. HK$7.47 million | Approx. HK$9.66 million | -22.6% | - The Board of Directors resolved not to declare any interim dividend for the six months ended June 30, 2024[3](index=3&type=chunk) Consolidated Financial Statements [Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=2&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E6%90%8D%E7%9B%8A%E5%8F%8A%E5%85%B6%E4%BB%96%E5%85%A8%E9%9D%A2%E6%94%B6%E7%9B%8A%E8%A1%A8) The company recorded revenue of HK$13.8 million in H1 2024, a 31.6% year-over-year decrease, while the loss for the period narrowed by 25.0% to HK$7.47 million **Key Items from the Statement of Profit or Loss (For the six months ended June 30)** | Item (HK$'000) | 2024 (Unaudited) | 2023 (Unaudited) | | :--- | :--- | :--- | | Revenue | 13,829 | 20,223 | | Gross Profit | 10,881 | 14,195 | | Loss before income tax | (7,471) | (9,966) | | Loss for the period | (7,471) | (9,966) | | Loss attributable to equity shareholders of the Company | (7,471) | (9,662) | | Basic and diluted loss per share | (1.64 HK cents) | (2.13 HK cents) | [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) As of June 30, 2024, the company's total assets decreased significantly to HK$73.9 million, while net assets fell to HK$61.4 million primarily due to changes in reserves **Key Items from the Statement of Financial Position** | Item (HK$'000) | As at June 30, 2024 (Unaudited) | As at December 31, 2023 (Audited) | | :--- | :--- | :--- | | Non-current assets | 37,466 | 84,927 | | Current assets | 36,420 | 39,371 | | **Total assets** | **73,886** | **124,298** | | Current liabilities | 10,473 | 8,694 | | Non-current liabilities | 1,967 | 1,299 | | **Total liabilities** | **12,440** | **9,993** | | **Net assets** | **61,446** | **114,305** | | **Total equity** | **61,446** | **114,305** | Notes to the Condensed Consolidated Financial Statements [Corporate Information and Principal Activities](index=6&type=section&id=1.%20%E4%B8%80%E8%88%AC%E8%B3%87%E6%96%99) Luzqi Culture Limited is a Bermuda-incorporated investment holding company listed on the Hong Kong Stock Exchange, primarily engaged in advertising, healthcare products, e-commerce, and IP development - The Group is principally engaged in four business segments: (i) provision of advertising services; (ii) sale of medical and healthcare products; (iii) e-commerce; and (iv) provision of intellectual property (IP) development and design services[9](index=9&type=chunk) [Segment Information](index=7&type=section&id=3.%20%E5%88%86%E9%83%A8%E8%B3%87%E6%96%99) In H1 2024, all group revenue of HK$13.8 million was generated from the advertising services segment, with other segments reporting no revenue **Segment Revenue (For the six months ended June 30)** | Segment (HK$'000) | 2024 | 2023 | | :--- | :--- | :--- | | Provision of advertising services | 13,829 | 16,950 | | Sale of medical and healthcare products | – | 373 | | E-commerce | – | 2,900 | | Provision of IP development and design services | – | – | | **Total** | **13,829** | **20,223** | - All of the Group's revenue was derived from Hong Kong, with no significant revenue contribution from any single major customer[22](index=22&type=chunk)[24](index=24&type=chunk) [Loss Per Share](index=12&type=section&id=8.%20%E6%AF%8F%E8%82%A1%E8%99%A7%E6%90%8D) For the six months ended June 30, 2024, basic and diluted loss per share narrowed to 1.64 HK cents from 2.13 HK cents in the prior year period **Calculation of Loss Per Share** | Indicator | H1 2024 | H1 2023 | | :--- | :--- | :--- | | Loss attributable to equity shareholders (HK$) | 7,471,000 | 9,662,000 | | Weighted average number of ordinary shares (shares) | 455,534,000 | 454,047,000 | | **Basic and diluted loss per share** | **1.64 HK cents** | **2.13 HK cents** | Management Discussion and Analysis [Financial Review](index=14&type=section&id=%E8%B2%A1%E5%8B%99%E5%9B%9E%E9%A1%A7) In H1 2024, the Group's revenue decreased by 31.6% year-over-year to HK$13.8 million, while gross profit margin improved and loss before tax narrowed by 25.0% - The decrease in revenue was mainly due to a decline in advertising business income and the cessation of revenue from other segments like e-commerce[31](index=31&type=chunk) - **Gross profit margin increased** from 70.2% in the prior year period to **78.7%**[36](index=36&type=chunk) - **Administrative expenses decreased by 14.8%** year-over-year, primarily due to lower staff costs[39](index=39&type=chunk) [Business Review](index=16&type=section&id=%E6%A5%AD%E5%8B%99%E5%9B%9E%E9%A1%A7) During the period, the Group refocused on its core advertising business, which saw an 18.4% revenue decline, while other segments were suspended and generated no income - Revenue from the core advertising business was approximately **HK$13.8 million, a year-over-year decrease of 18.4%**, mainly due to macroeconomic instability and cautious corporate advertising budgets[42](index=42&type=chunk) - The medical and healthcare products, e-commerce, and IP development segments **recorded zero revenue** during the period due to issues including loss of control over subsidiaries and strategic reviews[33](index=33&type=chunk)[34](index=34&type=chunk)[35](index=35&type=chunk) - The Group has begun expanding into Mainland China, with its subsidiary entering a business promotion agreement with Shenzhen Kingkey to provide advertising services for real estate projects[44](index=44&type=chunk) [Prospects](index=18&type=section&id=%E5%89%8D%E6%99%AF) The Group will focus on strengthening its core advertising business in Hong Kong while pursuing strategic expansion in Mainland China, including setting up a factory for its promotion business - The Group will consolidate its core competitiveness while seeking strategic expansion opportunities in both Hong Kong and Mainland China[51](index=51&type=chunk) - The Group is actively exploring advertising opportunities in Mainland China, particularly on digital platforms like Douyin[52](index=52&type=chunk) - The Group plans to expand its promotion services and event management business to Mainland China and is establishing its own factory, expected to commence operations in July 2025[54](index=54&type=chunk) [Liquidity and Financial Resources](index=19&type=section&id=%E6%B5%81%E5%8B%95%E8%B3%87%E9%87%91%E5%8F%8A%E8%B2%A1%E6%94%BF%E8%B3%87%E6%BA%90) As of June 30, 2024, the Group maintained a sound financial position with no bank loans, net current assets of approximately HK$25.9 million, and a current ratio of 3.5 **Liquidity Indicators** | Indicator (HK$) | As at June 30, 2024 | As at December 31, 2023 | | :--- | :--- | :--- | | Net Current Assets | Approx. 25,900,000 | Approx. 30,700,000 | | Cash and Bank Balances | Approx. 31,800,000 | Approx. 30,000,000 | | Current Ratio | Approx. 3.5 | Approx. 4.5 | | Net Assets | Approx. 61,400,000 | Approx. 114,300,000 | - At the end of the reporting period, the Group had **no bank loans or other borrowings**[56](index=56&type=chunk) Other Disclosures [Events After the Reporting Period](index=20&type=section&id=%E5%A0%B1%E5%91%8A%E6%9C%9F%E5%BE%8C%E4%BA%8B%E9%A0%85) Subsequent to the reporting period, the Group completed several disposals, including its interests in Beyond Noble Holdings Limited, Smart Path Enterprises Limited, and an associate company - Disposed of the entire issued share capital of Beyond Noble (holding 51% of Kingkey Tianzi) and Smart Path (holding Haotuo)[61](index=61&type=chunk) - Disposed of the entire investment interest in the associate company, Aoluorui, for a consideration of HK$9.95 million[62](index=62&type=chunk) [Litigation](index=21&type=section&id=%E8%A8%B4%E8%A8%9F) The company is involved in several legal proceedings, including actions against a former director for breach of fiduciary duties and a defamation lawsuit filed by a former director - The Company has initiated legal action against a former director for breach of fiduciary duties, seeking damages[64](index=64&type=chunk) - A former director has filed a defamation lawsuit against the Company, alleging defamatory statements in its announcements[66](index=66&type=chunk) [Other Significant Events](index=22&type=section&id=%E5%85%B6%E4%BB%96%E9%87%8D%E8%A6%81%E4%BA%8B%E4%BB%B6) Trading in the company's shares has been suspended since April 2, 2024, and the company is working to fulfill the Stock Exchange's resumption guidance - Trading in the Company's shares on the Stock Exchange has been suspended since April 2, 2024, and will remain suspended[69](index=69&type=chunk) - The Stock Exchange has issued resumption guidance, requiring the Company to conduct an independent forensic investigation, demonstrate management integrity, review internal controls, and publish all outstanding financial results[71](index=71&type=chunk) - The Company has changed its auditor and appointed independent firms to conduct a forensic investigation and internal control review to meet resumption requirements[70](index=70&type=chunk)[74](index=74&type=chunk)[75](index=75&type=chunk) Corporate Governance and Other Information [Corporate Governance and Dividends](index=24&type=section&id=%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB%E8%88%87%E8%82%A1%E6%81%AF) The company complied with all applicable Corporate Governance Code provisions during the interim period, and the Board has resolved not to recommend an interim dividend - The Company has complied with all applicable code provisions of the Corporate Governance Code as set out in Appendix C1 to the Listing Rules throughout the interim period[77](index=77&type=chunk) - The Board of Directors has resolved not to recommend the payment of any dividend for the interim period[81](index=81&type=chunk)

Performance Summary [Financial Summary](index=1&type=section&id=财务摘要) The company experienced a significant decline in performance for FY2023, with revenue decreasing by 32.9% to approximately HKD 36.3 million and the annual loss widening by 317.9% to approximately HKD 36.2 million | Indicator | 2023 | 2022 | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Revenue | Approx. HKD 36.3 million | Approx. HKD 54.2 million | -32.9% | | Gross Profit | Approx. HKD 20.3 million | Approx. HKD 31.1 million | -34.5% | | Gross Margin | Approx. 56.0% | Approx. 57.4% | -1.4pp | | Loss for the Year | Approx. HKD 36.2 million | Approx. HKD 8.7 million | +317.9% | | Loss Attributable to Equity Holders | Approx. HKD 35.9 million | Approx. HKD 8.9 million | +306.0% | - The Board of Directors resolved not to recommend any dividend for the year ended December 31, 2023[3](index=3&type=chunk) Consolidated Financial Statements [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=2&type=section&id=综合损益及其他全面收益表) For FY2023, the company's revenue decreased by 32.9% to HKD 36.33 million, with the annual loss significantly expanding to HKD 36.24 million due to reduced income, increased impairment losses, and a loss from de-consolidation of a subsidiary | Item | 2023 (HKD '000) | 2022 (HKD '000) | | :--- | :--- | :--- | | Revenue | 36,332 | 54,154 | | Gross Profit | 20,341 | 31,058 | | Impairment of Trade and Other Receivables | (6,162) | (30) | | Loss on De-consolidation of a Subsidiary | (3,777) | – | | Loss Before Income Tax | (36,238) | (8,672) | | **Loss for the Year** | **(36,238)** | **(8,672)** | | Item | 2023 | 2022 | | :--- | :--- | :--- | | Basic and Diluted Loss Per Share | (7.90 HK cents) | (1.98 HK cents) | [Consolidated Statement of Financial Position](index=4&type=section&id=综合财务状况表) As of the end of 2023, the company's total assets decreased from HKD 210 million to HKD 124 million, and net assets declined from HKD 196 million to HKD 114 million, primarily due to a significant reduction in cash and cash equivalents and a decrease in the fair value of equity instruments | Item | December 31, 2023 (HKD '000) | December 31, 2022 (HKD '000) | | :--- | :--- | :--- | | **Total Assets** | **124,298** | **209,528** | | Non-current Assets | 84,927 | 124,528 | | Current Assets | 39,371 | 85,000 | | **Total Liabilities** | **9,993** | **13,400** | | Current Liabilities | 8,694 | 12,867 | | Non-current Liabilities | 1,299 | 533 | | **Net Assets** | **114,305** | **196,128** | | **Total Equity** | **114,305** | **196,128** | Notes to the Financial Statements [Company Information and Significant Accounting Policies](index=6&type=section&id=2.%20编製基準及重大會計政策資料) The Group primarily engages in advertising services, healthcare product sales, e-commerce, and IP development design services, with a significant accounting event being the de-consolidation of subsidiary Kingkey Tianzi due to loss of control, resulting in a loss of approximately HKD 3.78 million - The Group's principal activities include: (i) provision of advertising services; (ii) sales of medical and healthcare products; (iii) e-commerce; and (iv) provision of intellectual property (IP) development and design services[10](index=10&type=chunk) - The Board decided to de-consolidate Kingkey Tianzi from July 1, 2023, due to the inability to obtain its books and records and the loss of effective control[12](index=12&type=chunk)[15](index=15&type=chunk) - The de-consolidation resulted in a net loss of approximately **HKD 3.78 million** and an impairment loss of approximately **HKD 3.59 million** on receivables from Kingkey Tianzi[16](index=16&type=chunk) [Segment Information](index=8&type=section&id=3.%20分部资料) In 2023, advertising services remained the primary revenue source at HKD 32.48 million, while sales of medical and healthcare products plummeted to HKD 0.37 million and e-commerce revenue decreased to HKD 2.90 million, with all segments reporting operating losses | Segment | 2023 Revenue (HKD '000) | 2022 Revenue (HKD '000) | 2023 Results (HKD '000) | 2022 Results (HKD '000) | | :--- | :--- | :--- | :--- | :--- | | Provision of Advertising Services | 32,483 | 33,143 | (595) | 556 | | Sales of Medical and Healthcare Products | 373 | 13,475 | (619) | 363 | | E-commerce | 2,900 | 7,536 | (2,004) | (944) | | Provision of IP Development Design Services | 576 | – | (6,859) | – | | **Total** | **36,332** | **54,154** | **(10,077)** | **(25)** | - Geographically, almost all revenue in 2023 (HKD 36.33 million) was derived from Hong Kong, compared to HKD 7.54 million from Mainland China in 2022[25](index=25&type=chunk) - No single customer contributed more than **10%** of the Group's total revenue in 2023[28](index=28&type=chunk) Extracts from Independent Auditor's Report [Disclaimer of Opinion](index=18&type=section&id=不发表意见) The independent auditor issued a "Disclaimer of Opinion" on the company's 2023 consolidated financial statements due to significant audit scope limitations, including issues with subsidiary de-consolidation, investment in an associate, and the validity of certain transactions - The auditor explicitly stated that due to the significance of the matters described in the "Basis for Disclaimer of Opinion" section, sufficient and appropriate audit evidence could not be obtained to form an audit opinion on the consolidated financial statements[45](index=45&type=chunk) - **De-consolidation of a subsidiary**: The auditor could not obtain the books and records of Kingkey Tianzi, preventing assessment of the appropriateness of the de-consolidation accounting treatment and the date of loss of control[46](index=46&type=chunk)[50](index=50&type=chunk) - **Scope limitation on interest in an associate**: The auditor could not obtain audited financial statements for the associate, Olori, making it impossible to determine the share of results or impairment, and raising doubts about its classification as an associate[53](index=53&type=chunk)[54](index=54&type=chunk) - **Scope limitation on revenue, costs, and impairment of receivables**: For certain significant transactions in the e-commerce and IP development design services segments, incomplete records prevented the auditor from obtaining sufficient evidence to confirm their authenticity, validity, and recoverability[56](index=56&type=chunk)[59](index=59&type=chunk)[61](index=61&type=chunk) - **Opening balances and related party transactions**: Due to the aforementioned limitations, the auditor could not confirm the accuracy of opening balances or ascertain whether all related party transactions were properly identified and disclosed[63](index=63&type=chunk)[65](index=65&type=chunk) Management Discussion and Analysis [Financial Review](index=24&type=section&id=财务回顾) In 2023, the Group's total revenue decreased by 32.9% to HKD 36.3 million, primarily due to a sharp decline in medical and healthcare product sales and e-commerce revenue, leading to a 317.9% increase in loss before income tax despite stable gross margin | Business Segment | 2023 (HKD million) | 2022 (HKD million) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Provision of Advertising Services | 32.5 | 33.1 | -2.0% | | Sales of Medical and Healthcare Products | 0.37 | 13.5 | -97.2% | | E-commerce | 2.9 | 7.5 | -61.5% | | IP Development Design Services | 0.58 | 0 | N/A | | **Total** | **36.3** | **54.2** | **-32.9%** | - Gross profit decreased by **34.5%** from HKD 31.1 million to HKD 20.3 million, with gross margin slightly declining from 57.4% to **56.0%**, remaining relatively stable[73](index=73&type=chunk)[74](index=74&type=chunk) - Key drivers of the increased loss include: - **Administrative expenses**: Increased by **15.4%** to HKD 34.8 million, mainly due to higher legal and professional fees[77](index=77&type=chunk) - **Impairment losses**: Surged from HKD 0.03 million to **HKD 6.2 million**[78](index=78&type=chunk) - **Loss on de-consolidation**: A loss of **HKD 3.8 million** was recorded[79](index=79&type=chunk) [Business Review and Outlook](index=27&type=section&id=业务回顾与展望) In 2023, the Group's core advertising business remained stable, but other segments faced severe disruption due to incomplete document handover from a former executive director, leading the Group to focus on consolidating its core advertising business and exploring expansion into Mainland China - **Advertising business**: As the core business, it remained largely unaffected by internal issues and continues to be the cornerstone of the Group's operations[85](index=85&type=chunk)[88](index=88&type=chunk) - **Disruption of other businesses**: The medical and healthcare products, e-commerce, and IP development design services segments were all disrupted due to the former director's failure to hand over complete document records, leading the Group to cease further development in these segments[86](index=86&type=chunk)[87](index=87&type=chunk)[88](index=88&type=chunk) - **Future outlook**: The Group will strengthen its core advertising business and actively explore strategic expansion opportunities in Mainland China, including leveraging digital platforms like Douyin and establishing its own factories to support promotional services and event management[89](index=89&type=chunk)[90](index=90&type=chunk)[91](index=91&type=chunk)[93](index=93&type=chunk) [Liquidity and Capital Management](index=30&type=section&id=流动资金及财政资源) As of the end of 2023, the Group's financial position weakened, with net current assets significantly decreasing to HKD 30.7 million and cash and bank balances falling to HKD 30 million, while all proceeds from the 2018 share placement have been fully utilized | Indicator | December 31, 2023 | December 31, 2022 | | :--- | :--- | :--- | | Net Current Assets | HKD 30.7 million | HKD 72.1 million | | Cash and Bank Balances | HKD 30 million | HKD 69.9 million | | Current Ratio | 4.5 | 6.6 | - As of December 31, 2023, the Group had no bank loans or other borrowings[95](index=95&type=chunk) - The net proceeds of approximately **HKD 103 million** from the 2018 share placement were fully utilized as of December 31, 2023[98](index=98&type=chunk)[99](index=99&type=chunk) [Post-Reporting Period Events and Significant Events](index=32&type=section&id=报告期后事项) Subsequent to the reporting period, the company undertook restructuring and remedial actions, including the disposal of problematic subsidiaries and an associate, initiating litigation against a former director, and addressing a trading suspension by appointing a new auditor and commencing forensic and internal control reviews - **Asset disposal**: Subsequent to the reporting period, the company disposed of its entire interests in Beyond Noble (the holding company of Kingkey Tianzi), Smart Path (the holding company of Haotuo), and the associate Olori[103](index=103&type=chunk)[104](index=104&type=chunk) - **Significant litigation**: The company initiated legal proceedings against a former director for breach of fiduciary duties, while also facing a defamation lawsuit filed by the same former director[106](index=106&type=chunk)[109](index=109&type=chunk) - **Suspension of trading and resumption guidance**: The company's shares were suspended from trading effective April 2, 2024, and the Stock Exchange issued resumption guidance requiring a forensic investigation, demonstration of management integrity, internal control review, and publication of all financial results[116](index=116&type=chunk)[121](index=121&type=chunk) - **Remedial actions**: To meet the resumption guidance, the company appointed Tianjian International Certified Public Accountants as the new auditor and engaged independent third-party institutions to conduct a forensic investigation and an internal control review[119](index=119&type=chunk)[120](index=120&type=chunk)[122](index=122&type=chunk)

股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 | | | 致：香港交易及結算所有限公司 公司名稱: 律齊文化有限公司 呈交日期: 2025年8月1日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 00550 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 5,000,000,000 | HKD | | 0.2 | HKD | | 1,000,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 5,000,000,000 | HKD | | 0.2 | HKD | | 1,000,000,000 | 本月底法定/註冊股本總額： HKD 1,000,000 ...

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 全部或任何部份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。 ALLEGRO CULTURE LIMITED 律齊文化有限公司 （於開曼群島註冊成立並於百慕達繼續經營之有限公司） （股份代號：550） (I)股東特別大會之投票表決結果 及 (II)繼續暫停買賣 由於超過50%的 票 數 均 贊 成 決 議 案，決 議 案 已 獲 正 式 通 過 為 本 公 司 之 普 通 決 議 案。 於 股 東 特 別 大 會 日 期，已 發 行 股 份 總 數 為455,534,000股。如 通 函 所 述，立 天 環球有限公司擁有123,037,657股 股 份 之 權 益，相 當 於 本 公 司 已 發 行 股 本 總 額 約27.55%。立 天 環 球 有 限 公 司 由 陳 先 生 全 資 擁 有。因 此，立 天 環 球 有 限 公 司 被 視 為 於 推 廣 合 作 框 架 協 議 及 其 項 下 擬 進 行 ...

Revenue Performance - For the six months ended June 30, 2023, the Group recorded revenue of approximately HK$20.2 million, a decrease of approximately HK$8.8 million or 30% compared to HK$29.0 million in the same period last year[16]. - Revenue from the Recruit Magazine business segment was approximately HK$17.0 million, representing an increase of approximately HK$3.2 million or 23% from the same period last year[5]. - Revenue from the Medical and Health Services business decreased significantly to approximately HK$0.4 million, a decline of 97% compared to approximately HK$12.5 million in the same period last year[6]. - E-Commerce revenue for the six months ended June 30, 2023, was approximately HK$2.9 million, an increase of approximately HK$0.2 million or 7% from the same period last year[7]. - Turnover for the six months ended June 30, 2023, was HK$20,223,000, a decrease of 30.1% compared to HK$29,010,000 in the same period of 2022[64]. - Total revenue for the six months ended June 30, 2023, was HK$20,223,000, a decrease of 30.1% compared to HK$29,010,000 in the same period of 2022[111]. - Revenue from external customers in Hong Kong for the six months ended June 30, 2023, was HK$20,223,000, down from HK$26,300,000 in the same period of 2022, representing a decline of 23.3%[120]. Financial Losses - The Group recorded a loss attributable to equity shareholders of approximately HK$9.7 million for the six months ended June 30, 2023, compared to a loss of approximately HK$2.7 million for the same period last year[23]. - Loss before income tax increased to HK$9,966,000 from HK$1,169,000 year-on-year, reflecting a significant decline in profitability[66]. - The company reported a loss before income tax of HK$9,662,000 for the six months ended June 30, 2023, compared to a loss of HK$2,661,000 in the same period of 2022[139]. - The loss for the period was HK$9,662,000, which is an increase from a loss of HK$2,661,000 in the same period of the previous year[78]. - Basic and diluted loss per share for the period was HK$2.13 cents, compared to HK$0.60 cents in the previous year[66]. Expenses and Costs - Selling and distribution costs increased from approximately HK$4.2 million in the first half of 2022 to approximately HK$6.2 million in the first half of 2023[21]. - Administrative expenses rose to approximately HK$16.4 million, an increase of HK$4.1 million or 33% compared to HK$12.3 million in the same period last year[22]. - Employee benefit expenses increased to HK$12,740,000 in 2023 from HK$11,943,000 in 2022, an increase of 6.7%[133]. - The company recognized a cost of inventories of HK$3,128,000 in direct operating costs for the six months ended June 30, 2023, down from HK$8,616,000 in 2022, a decrease of 63.7%[133]. - Unallocated corporate expenses for the six months ended June 30, 2023, were HK$8,343,000, an increase of 101.3% from HK$4,136,000 in the same period of 2022[113]. Assets and Liabilities - As of June 30, 2023, the Group had net current assets of approximately HK$49.4 million, down from HK$72.1 million as of December 31, 2022[24]. - The Group's current ratio was approximately 6.8 as of June 30, 2023, compared to 6.6 as of December 31, 2022[24]. - The Group's gearing ratio as of June 30, 2023, was 0.00, indicating no bank loans or other borrowings[25]. - Cash and cash equivalents decreased to HK$25,807,000 from HK$69,917,000, indicating a cash outflow situation[68]. - The total trade receivables as of June 30, 2023, amounted to HK$7,670,000, up from HK$5,627,000 as of December 31, 2022, indicating a growth in receivables[154]. - The total trade payables as of June 30, 2023, were HK$267,000, a decrease from HK$1,862,000 as of December 31, 2022, indicating improved payment management[156]. Investments and Capital - The company invested in three securities as of June 30, 2023, compared to two securities as of December 31, 2022[32]. - The company raised approximately HK$103.6 million from the placing of 74,000,000 shares at HK$1.40 per share, intended for general working capital and future business opportunities[38]. - The company plans to revise the use of unutilized net proceeds, reducing the allocation for potential investment opportunities from approximately HK$82 million to HK$49 million, while allocating approximately HK$33 million for general working capital[46]. - The company committed to invest approximately HK$2.4 million in a concert as of June 30, 2023, with no significant contingent liabilities reported[54][60]. - On April 3, 2023, the company entered into a share subscription agreement to invest approximately HK$16 million in Aurora Medical Technology (HK) Corp. Limited, acquiring a 45% equity interest[55]. - The investment in Aurora Medical Technology is seen as having significant potential due to the favorable growth prospects in the global medical and healthcare market, particularly in China[55]. Share Capital and Options - The total issued shares of the company increased to 455,534,000 shares as of June 30, 2023, from 446,614,000 shares as of December 31, 2022[37]. - A total of 8,920,000 share options were exercised during the six months ended June 30, 2023, with 13,380,000 options lapsing, indicating active participation in the share option scheme[160]. - The company granted a total of 22,300,000 share options on January 22, 2021, with an exercise price of HKD 0.38 per share[196]. - As of June 30, 2023, there were no unexercised share options remaining[196]. - The company approved a ten-year Share Award Scheme on December 28, 2022, aimed at recognizing and incentivizing selected employees[199]. Cash Flow and Liquidity - Cash and cash equivalents at the beginning of the period were HK$69,917,000, down from HK$89,194,000 at the beginning of the same period in 2022[74]. - Cash and cash equivalents at the end of the period were HK$25,807,000, significantly lower than HK$82,895,000 at the end of June 2022[74]. - Net cash used in operating activities was HK$22,794,000, a significant increase from HK$420,000 in the same period last year[72]. - For the six months ended June 30, 2023, the net decrease in cash and cash equivalents was HK$44,110,000, compared to a decrease of HK$6,299,000 in the same period of 2022[74]. Related Party Transactions - Amounts due from related parties included HK$100,000 from Kingkey Management Limited, while amounts due to related parties included HK$0 from Kingkey Enterprise Hong Kong Limited, which had a balance of HK$2,014,000 as of December 31, 2022[175]. - The Group's related party transactions included professional fees and marketing expenses, with all service charges determined at market rates[172]. - The remuneration of key management personnel is determined by the remuneration committee based on individual performance and market trends[178]. Other Financial Information - The Group recognized HK$584,000 of right-of-use assets and lease liabilities upon entering a new lease agreement for office equipment on January 1, 2023[75]. - The Group's accumulated loss increased to HK$198,609,000 as of June 30, 2023, from HK$184,543,000 at the same date in 2022[81]. - The Group's investment revaluation reserve increased by HK$96,259,000 during the period[78]. - The Group has three reportable and operating segments: advertising, sale of medical and health products, and e-commerce[104]. - The application of new or amended HKFRSs did not result in significant changes to the Group's accounting policies or financial statements for the current and prior periods[99].

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 全部或任何部份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。 KINGKEY INTELLIGENCE CULTURE HOLDINGS LIMITED 京基智慧文化控股有限公司 （於開曼群島註冊成立並於百慕達繼續經營之有限公司） （股份代號：550） 截至二零二三年六月三十日止六個月之 中期業績公佈 京 基 智 慧 文 化 控 股 有 限 公 司（「本 公 司」）董 事 會（「董 事 會」）謹 此 提 呈 本 公 司 及 其 附 屬 公 司（統 稱 為「本 集 團」）截 至 二 零 二 三 年 六 月 三 十 日 止 六 個 月 之 未 經 審 核 綜 合 業 績，連 同 二 零 二 二 年 同 期 之 比 較 數 字 如 下： 簡明綜合損益及其他全面收益表 截至二零二三年六月三十日止六個月 | --- | --- | |-------|-----------------| | | 二零二二年 | | | ...