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告的內容概不負責，對其準確性 或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何部分內容而產生或因倚 賴該等內容而引致的任何損失承擔任何責任。 （於百慕達註冊成立之有限公司） （股份代號：959） 截至二零二三年三月三十一日止年度之全年業績 財務摘要 • 本集團於截至二零二三年三月三十一日止年度並無錄得收益，而截至二零 二二年三月三十一日止年度則錄得約200,000港元。收益減少乃主要由於 COVID-19之蔓延及自二零二零年四月一日起暫時關閉柬埔寨所有賭場而影 響賭枱業務，而重新開放賭場的工作依然在進行。 • 本集團於截至二零二三年三月三十一日止年度之淨虧損約為62,500,000港 元，而截至二零二二年三月三十一日止年度則約為3,700,000港元。截至二 零二三年三月三十一日止年度淨虧損變動乃主要因為無形資產之撇銷╱ 減 ...

董事會 執行董事 吳文新先生 （主席兼行政總裁） 吳慧儀女士 中期報告 2022/23 世紀娛樂國際控股有限公司 Century Entertainment International Holdings Limited （於百慕達註冊成立之有限公司） （股份代號：959） 目錄 | 公司資料 | 2 | | --- | --- | | 管理層討論及分析 | 3 | | 其他資料 | 13 | | 簡明綜合損益及其他全面收益表 | 22 | | 簡明綜合財務狀況表 | 23 | | 簡明綜合權益變動表 | 25 | | 簡明綜合現金流量表 | 26 | | 簡明綜合財務報表附註 | 27 | 公司資料 獨立非執行董事 楊佩嫻女士 李志輝先生 施念慈女士 審核委員會 李志輝先生 （主席） 楊佩嫻女士 施念慈女士 合規委員會 吳慧儀女士 （主席） 李志輝先生 文潤華先生 （公司秘書） 薪酬委員會 楊佩嫻女士 （主席） 吳慧儀女士 施念慈女士 提名委員會 吳文新先生 （主席） 楊佩嫻女士 施念慈女士 公司秘書 文潤華先生 核數師 尤尼泰•栢淳（香港）會計師事務所有限 公司 法律顧問 鄭楊律師行 投資者關係顧問 金通策 ...

Financial Performance - The group recorded a revenue of approximately HKD 200,000, a decrease of about 72.5% compared to HKD 700,000 in the previous year due to the impact of COVID-19 and the temporary closure of all casinos in Cambodia since April 1, 2020[14]. - The net loss for the year was approximately HKD 3,700,000, a significant reduction of about 91.4% from the previous year's loss of approximately HKD 43,000,000, primarily due to an increase in fair value gains on financial assets and liabilities[14]. - The total number of tourists visiting Cambodia dropped by 85%, from 1,300,000 in 2020 to 196,495 in 2021, significantly impacting the company's operations[22]. - The group reported a net loss attributable to owners of approximately HKD 3,675,000 for the fiscal year ending March 31, 2022[193]. - The group experienced a net cash outflow from operations of approximately HKD 15,236,000 during the same fiscal year[193]. - The company's main business, gaming operations, recorded no revenue for the fiscal year ending March 31, 2022, due to severe disruptions from the COVID-19 pandemic[194]. - The company has not recorded any revenue from gaming operations for the fiscal years ending March 31, 2022, and March 31, 2021, highlighting the ongoing challenges faced[194]. Assets and Liabilities - As of March 31, 2022, the total assets of the group were approximately HKD 133,600,000, an increase from HKD 114,400,000 in the previous year, while total liabilities rose to HKD 26,700,000 from HKD 23,000,000[19]. - The group's total liabilities amounted to approximately HKD 26,700,000, an increase of about HKD 3,700,000 from HKD 23,000,000 as of March 31, 2021[15]. - The group has a net debt of approximately HKD 26,700,000, primarily due to other borrowings of HKD 100,200,000 and convertible bonds of HKD 46,500,000[34]. - As of March 31, 2022, the group had current liabilities of approximately HKD 65,072,000 and total liabilities of approximately HKD 26,670,000[193]. Business Operations and Strategy - The company plans to consider business restructuring and focus on its core operations and gaming-related activities to mitigate regional risks and enhance operational efficiency[10]. - The successful rollout of vaccinations in Cambodia and the full reopening of borders are expected to significantly boost the local economy and the company's business prospects[10]. - The company is actively exploring various business opportunities and maintaining communication with local governments to adapt to regulatory changes[6]. - The group remains optimistic about its business outlook, expecting revenue contributions from the gaming tables to begin in the second half of 2022[26]. - The management plans to reopen the gaming table business in the Dara Sakor investment zone in Cambodia, with operations expected to start in September 2022, contingent on the ongoing recovery from COVID-19[92]. - The company is focusing on its existing gaming table business rather than exploring new gaming-related opportunities due to the ongoing adverse effects of COVID-19[97]. Corporate Governance - The company is committed to maintaining high standards of corporate governance to enhance transparency and accountability[38]. - The board believes that the dual role of the chairman and CEO can provide strong and cohesive leadership for the group[39]. - The company has adopted strict guidelines for securities trading by directors, ensuring compliance with the relevant standards[44]. - The board consists of five members, including two executive directors and three independent non-executive directors, ensuring a diverse skill set and experience[50]. - The independent non-executive directors have served for over 9 years, maintaining their independence and providing constructive contributions to the board[52]. - The board diversity policy emphasizes various factors such as gender, age, cultural background, and professional experience in selecting board members[46]. - The nomination committee evaluates candidates based on their qualifications, skills, and the need for board diversity, ensuring a balanced representation[48]. - The chairman and CEO roles are clearly defined, with the chairman focusing on overall strategy and governance, while the CEO manages daily operations[51]. - The company has received annual independence confirmation from all independent non-executive directors, affirming their compliance with independence standards[54]. - The board is committed to regular reviews of the independence of its members to ensure ongoing compliance with regulatory requirements[52]. Risk Management and Compliance - The company has implemented risk management strategies including risk retention and reduction, risk avoidance, risk sharing, and risk transfer[76][77]. - The external consultant engaged for internal audit functions did not identify any significant deficiencies in the internal control system as of March 31, 2022[78]. - The company has established compliance procedures to ensure adherence to applicable laws and regulations, with no significant non-compliance issues reported during the review period[110]. - The independent auditor has expressed a disclaimer of opinion due to significant uncertainties regarding the group's ability to continue as a going concern[192]. - There are significant uncertainties regarding the company's ability to continue as a going concern, which may require adjustments to asset valuations and liabilities if the going concern assumption is not appropriate[195]. Shareholder Relations and Financing - The company has received a commitment from Mr. Wu, the major shareholder, to provide financial support for at least 12 months until June 30, 2023, to ensure operational funding[93]. - The company does not plan to declare dividends for the year ending March 31, 2022, consistent with the previous year[103]. - The company has taken measures to improve liquidity and financial conditions amid the challenges posed by the pandemic[88]. - The company is actively controlling administrative costs and capital expenditures to mitigate the impact of COVID-19 and government stimulus measures on operations[198]. Stock Options and Shareholding - The company has a stock option plan that allows for the issuance of up to 10% of the issued share capital as options, with a total of 51,319,917 options approved for issuance[124]. - The stock option plan is designed to reward eligible participants for their contributions to the company[121]. - The company has established a maximum allocation for eligible participants under the stock option plan, limiting the total number of shares to 1% of the issued share capital[127]. - The company granted a total of 4,218 thousand stock options as of March 31, 2022, after accounting for 2,400 thousand options that expired[135]. - The exercise price for stock options granted ranges from HKD 2.00 to HKD 13.45, with the highest number of options (610 thousand) granted at an exercise price of HKD 2.80[135]. - The company’s shareholding structure indicates a high concentration of ownership among a few key individuals, which may impact governance dynamics[149]. Casino Operations - The new casino in Dara Sakor, Koh Kong Province, began operations on November 4, 2021, with two gaming tables transferred to Victor Mind Global Limited for operation[24]. - The transfer agreement allows Lion King to fully manage the gaming table operations, while the company is responsible for operational costs, including taxes and employee recruitment[156]. - The reopening of the new casino was initially scheduled for January 31, 2021, but was delayed due to COVID-19 pandemic restrictions[163]. - The guaranteed profit for the first 12 months post-transfer is set at no less than HKD 28,000,000, and for the subsequent 12 months at no less than HKD 32,000,000[175].

Financial Performance - The group recorded revenue of approximately HKD 200,000, a decrease of 92.6% compared to HKD 2,700,000 in the same period last year due to COVID-19 and the temporary closure of casinos in Cambodia[6]. - The net loss for the period was approximately HKD 20,800,000, an increase of 235% from HKD 6,200,000 in the previous year, primarily due to delays in reopening the Dara Sakor casino[6]. - For the six months ended September 30, 2021, the group's revenue was HKD 200,000, a decrease of 92.6% compared to HKD 2,709,000 for the same period in 2020[55]. - The gross profit for the same period was HKD 160,000, down 92.4% from HKD 2,109,000 in the previous year[55]. - The group reported a loss before tax of HKD 20,808,000, compared to a loss of HKD 6,566,000 in the prior year, representing a 216.5% increase in losses[55]. - The basic and diluted loss per share was HKD 16.22, compared to HKD 4.81 for the same period last year, indicating a significant increase in loss per share[55]. - The company recorded a net loss attributable to owners of approximately HKD 20,808,000 for the six months ended September 30, 2021[23]. - The total loss before tax for the six months ended September 30, 2021, was HKD 20,808,000, compared to a loss of HKD 6,566,000 for the same period in 2020[77]. Financial Position - As of September 30, 2021, the total number of issued shares was 128,247,561, with a net debt of approximately HKD 43,800,000, an increase of about HKD 20,800,000 from HKD 23,000,000 as of March 31, 2021[7]. - The group's total assets and net liabilities were approximately HKD 104,900,000 and HKD 43,800,000 respectively, with a debt-to-asset ratio of approximately 141.8%[13]. - Non-current assets were approximately HKD 58,500,000, while current assets were about HKD 46,500,000 as of September 30, 2021[13]. - The net current liabilities as of September 30, 2021, were approximately HKD 102,156,000, with total liabilities of about HKD 43,803,000[23]. - The total equity showed a decline, with total losses reaching HKD 43,803,000 as of September 30, 2021, compared to HKD 22,995,000 as of March 31, 2021[59]. - The company’s accumulated losses increased to HKD (3,077,554,000) as of September 30, 2021, compared to HKD (3,019,915,000) at the end of the previous period[70]. - The company’s total liabilities included approximately HKD 102,156,000 in net current liabilities as of September 30, 2021, primarily due to loans and convertible bonds[70]. Cash Flow and Financing - The company issued convertible bonds amounting to HKD 50,000,000, which will mature on March 30, 2023, providing financial support despite the challenging operating environment[9]. - The net cash used in operating activities for the six months ended September 30, 2021, was HKD (8,258,000), compared to HKD (8,021,000) for the same period in 2020, indicating a deterioration of 2.95%[63]. - The company recorded a net cash generated from financing activities of HKD 8,435,000 for the six months ended September 30, 2021, slightly up from HKD 8,422,000 in the previous year[63]. - The company’s investment activities generated a net cash inflow of HKD 6,000 for the six months ended September 30, 2021, down from HKD 32,000 in the previous year[63]. - The company issued a promissory note with a principal balance of HKD 6,000,000, which is due on September 29, 2022[104]. - The company recorded an estimated interest expense of approximately HKD 494,000 related to the promissory note for the six months ended September 30, 2021[105]. Operational Developments - The new casino in Dara Sakor, Koh Kong Province commenced operations on November 4, 2021, and is expected to be fully operational by February 2022[18]. - The company anticipates that the reopening of casinos will lead to an upward trend in its table game business[20]. - The company is optimistic about its business outlook following the reopening of casinos, indicating potential revenue improvement[20]. - The company is exploring the feasibility of its AR and VR entertainment business despite challenges from the COVID-19 pandemic[21]. - The group is committed to improving its gaming business and seizing more market opportunities to regain growth momentum, supported by the government's comprehensive economic recovery plan[27]. Market and Economic Environment - Total number of tourists in Cambodia decreased from 1.18 million in H1 2020 to 108,000 in H1 2021, a decline of 90.8%[15]. - As of October 31, 2021, over 16 million people in Cambodia have been vaccinated, representing nearly 86% of the total population, which is expected to boost the recovery of the tourism and gaming sectors[27]. - The Cambodian government announced the reopening of popular beach destinations on November 30, 2021, welcoming vaccinated tourists for quarantine-free holidays, laying a solid foundation for economic recovery[27]. - The group will continue to closely monitor the COVID-19 situation and implement strict preventive measures to ensure a safe environment for employees and customers as casinos resume operations[27]. Corporate Governance - The company continues to emphasize high levels of corporate governance and accountability, despite deviations from certain governance codes[49]. - The board will regularly review the effectiveness of the arrangement where the chairman also serves as the CEO, which is currently in place[49]. - The company has maintained strict guidelines for employee trading of its securities, ensuring adherence to the established code of conduct[47]. - The company confirmed that all directors complied with the standards set forth in the code of conduct during the entire review period[47]. Shareholder Information - Major shareholders include Zheng Huimin with 9,621,212 shares (7.50%) and Huang Weiqiang with 8,690,000 shares (6.78%) as of September 30, 2021[40]. - The total issued and paid-up ordinary shares as of September 30, 2021, was 128,247,000 shares[113]. - The company reported no significant transactions with related parties during the six months ended September 30, 2021[119]. - The total remuneration for key management personnel was HKD 897,000 for the six months ended September 30, 2021, unchanged from the previous period[119].

Financial Performance - The group recorded a revenue of approximately HKD 700,000, a decrease of 98.4% compared to HKD 45,900,000 in the previous year due to the impact of COVID-19 and the temporary closure of all casinos in Cambodia since April 1, 2020[15]. - The net loss for the year was approximately HKD 43,000,000, an increase of 12.8% from the previous year's loss of approximately HKD 38,100,000, primarily due to reduced revenue and the termination of the VIP gaming business[15]. - The company reported a total comprehensive loss for the year of HKD 42,999,000, compared to HKD 38,108,000 in 2020, indicating a decline of approximately 12.3%[200]. - The company reported a loss from continuing operations of HKD 42,999,000 for the year, compared to a loss of HKD 63,088,000 in 2020, indicating an improvement of about 31.9%[198]. - The company's main business, gaming operations, recorded no revenue for the year ended March 31, 2021, compared to HKD 43,942,000 in 2020, due to severe disruptions from the COVID-19 pandemic[190]. - Total revenue for the year was HKD 727,000, a significant decrease from HKD 45,922,000 in the previous year, reflecting a decline of approximately 98.4%[198]. - The impairment loss on goodwill was HKD 14,257,000, a decrease from HKD 27,504,000 in the previous year, showing a reduction of approximately 48.1%[198]. - The company incurred financing costs of HKD 13,998,000, which increased from HKD 8,862,000 in the previous year, representing a rise of about 58.5%[198]. - The group experienced a net cash outflow from operations of approximately HKD 13,953,000 during the same period[188]. - The group has a net current liability of approximately HKD 47,359,000 as of March 31, 2021[188]. Business Strategy and Operations - The company plans to explore opportunities in other industry sectors to diversify existing business risks and enhance long-term sustainable development[11]. - The company is preparing to reopen casinos as soon as the COVID-19 situation improves and travel restrictions are lifted, aiming to capitalize on the rapid growth of Cambodia's tourism industry[7]. - The group is focused on maintaining its leading position in the Southeast Asian entertainment and gaming industry despite the challenges posed by the pandemic[6]. - The company aims to explore other business opportunities, such as intermediary services, to generate revenue amidst the ongoing challenges[24]. - The group is focusing on the gaming business and strategically relocating casino operations to Dara Sakor, one of the fastest-growing areas in Cambodia, to capitalize on local growth opportunities post-COVID-19[48]. - The company has entered into a transfer agreement for the casino business rights for HKD 120,000,000, with profit guarantees of HKD 28,000,000 and HKD 32,000,000 for the first two years[25]. - The new casino location in Dara Sakor, Koh Kong Province has a lease agreement with a term from October 1, 2020, to September 30, 2035, with a fixed cost of HKD 120,000,000[27]. - The new gaming rights will be valid for five years from the reopening date of the new casino, with a profit guarantee period covering 24 consecutive months to mitigate operational risks[27]. - The reopening of the new casino was initially scheduled for January 31, 2021, but has been delayed due to a resurgence of COVID-19 cases and strict lockdown measures in Cambodia[159]. Financial Position and Liabilities - The group's net liabilities amounted to approximately HKD 23,000,000, a decrease of about HKD 33,100,000 from the net asset value of approximately HKD 10,100,000 as of March 31, 2020[16]. - As of March 31, 2021, the total assets and net liabilities of the group were approximately HKD 114,400,000 and HKD 23,000,000, respectively[22]. - The group's asset-liability ratio was approximately 120.1% as of March 31, 2021, compared to 93.5% in the previous year[22]. - The company has a net debt of approximately HKD 23 million, primarily due to other borrowings from independent third parties amounting to HKD 60.6 million, including principal of HKD 58 million and interest of HKD 2.6 million, as well as convertible bonds with a face value of HKD 50 million[44]. - The company plans to negotiate with creditors for debt restructuring to reduce overall liabilities[45]. Corporate Governance - The board emphasizes transparency and accountability in corporate governance to enhance shareholder value and stakeholder interests[50]. - The company has adopted the corporate governance code and complies with all applicable provisions, with regular reviews to ensure adherence[51]. - The board believes that the dual role of the chairman and CEO provides strong and consistent leadership beneficial for strategic planning and implementation[52]. - The board has established a diversity policy to enhance corporate governance, considering various factors such as gender, age, and professional experience in board member selection[59]. - The board consists of five members, including two executive directors and three independent non-executive directors, ensuring a diverse skill set and experience[62]. - The independent non-executive directors account for over one-third of the board, with one possessing appropriate accounting qualifications or relevant financial management expertise[64]. - The company has made appropriate insurance arrangements for its directors and senior officers against potential legal actions[68]. - The company has established procedures to ensure compliance with applicable rules and regulations, allowing directors to seek independent professional advice when necessary[65]. - The company has adopted a nomination policy to ensure a balanced diversity of skills, experience, and perspectives on the board[60]. - The company encourages all directors to participate in continuous professional development to enhance their knowledge and skills[72]. Risk Management - The company has implemented risk management strategies based on internal and external factors affecting its business[88]. - The company is sensitive to economic downturns and changes in consumer spending, which may significantly impact demand for gaming services and financial performance[35]. - The company has established procedures to address significant risks related to its business environment[86]. - The company is facing significant uncertainties regarding its ability to continue as a going concern, primarily due to the ongoing impact of the COVID-19 pandemic on its operations[190]. - The company has a robust internal control system and risk management framework, which was reviewed by the Audit Committee[74]. Employee and Customer Relations - The company emphasizes effective communication and transparency with investors, having engaged a professional public relations firm to maintain ongoing communication with investors[95]. - The group emphasizes the importance of human resources and offers competitive compensation to retain talented employees, participating in mandatory provident fund schemes and providing medical insurance[168]. - The company actively manages relationships with employees, providing internal training and encouraging feedback to enhance skills and knowledge[106]. - The company maintains strong relationships with customers, utilizing various communication channels to gather feedback and understand expectations[107]. Impact of COVID-19 - The impact of COVID-19 continues to hinder the group's business and economic activities, making it difficult to estimate the related effects on operational performance, cash flow, and financial position as of September 30, 2021[109]. - The international tourist arrivals in Cambodia decreased by 80.2% to 1.3 million in 2020 due to COVID-19, significantly impacting the tourism and gaming sectors[24]. - The gaming operations were temporarily suspended due to COVID-19, with all casinos in Cambodia closed from April 1, 2020, to prevent the spread of the virus[155].

Financial Performance - The group recorded a revenue of approximately HKD 2,700,000 for the six months ended September 30, 2020, a decrease of 87.4% compared to HKD 21,500,000 in the same period last year due to the impact of COVID-19 and the temporary closure of all casinos in Cambodia [6]. - The net loss for the period was approximately HKD 6,200,000, a reduction of 54.1% from HKD 13,500,000 in the previous year, primarily due to decreased revenue and amortization of intangible assets [6]. - For the six months ended September 30, 2020, the company reported revenue of HKD 2,709,000, a decrease of 87.4% compared to HKD 21,480,000 in the same period of 2019 [51]. - The gross profit for the same period was HKD 2,109,000, down 71.5% from HKD 7,412,000 in 2019 [51]. - The company incurred a loss before tax of HKD 6,566,000, an improvement of 52.0% compared to a loss of HKD 13,726,000 in the previous year [51]. - The net loss attributable to owners for the period was HKD 6,168,000, compared to a loss of HKD 13,360,000 in 2019, reflecting a 53.8% reduction in losses [54]. - The basic and diluted loss per share for the period was HKD 0.48, compared to HKD 1.17 in the same period last year [54]. Assets and Liabilities - As of September 30, 2020, the group's total assets and net assets were approximately HKD 146,800,000 and HKD 4,000,000, respectively, down from HKD 157,000,000 and HKD 10,100,000 as of March 31, 2020 [9]. - The company's total liabilities as of September 30, 2020, were HKD 137,814,000, compared to HKD 129,231,000 as of March 31, 2020 [59]. - The company's total equity as of September 30, 2020, was HKD 3,973,000, down from HKD 10,141,000 as of March 31, 2020 [60]. - The company's non-current assets totaled HKD 90,310,000 as of September 30, 2020, compared to HKD 106,414,000 as of March 31, 2020 [59]. - Current liabilities net amounted to HKD (81,342,000) as of September 30, 2020, compared to HKD (78,621,000) as of March 31, 2020 [60]. Operational Changes - The company signed a lease and operation agreement for a new casino location in Dara Sakor, Koh Kong Province, with a lease term from October 1, 2020, to September 30, 2035, expected to reopen by January 31, 2021 [11]. - The company terminated its licensing agreement for the VIP room operations in Cambodia effective June 1, 2020, to reduce cash outflows during the COVID-19 pandemic [17]. - The group adopted a conservative approach to its operations due to market uncertainties, contributing approximately HKD 2,700,000 in revenue from AR/VR applications during the review period [13]. - The company will continue to implement strict cost control measures to mitigate operational risks and reduce cost burdens [19]. Shareholder Information - The company has a total of 307,366 shares held by East Legend Holdings Limited, with Mr. Wu Wenxin having rights to these shares [31]. - As of September 30, 2020, major shareholders include Ms. Zheng Huimin with 96,212,121 shares (7.50%), Mr. Huang Weiqiang with 86,900,000 shares (6.78%), and Mr. Huang Jinhuan with 82,542,121 shares (6.44%) [32][33]. - The total number of ordinary shares issued increased to 1,282,475 thousand shares as of September 30, 2020, from 1,232,475 thousand shares on April 1, 2020, due to the conversion of convertible bonds [136]. Regulatory and Market Environment - The new Comprehensive Resort and Commercial Gambling Management Law (LMCG) was implemented in Cambodia on November 21, 2020, aimed at promoting tourism and creating job opportunities [19]. - The Dara Sakor area in Cambodia is designated as a preferential zone for developing new integrated resorts, presenting growth opportunities for the company [19]. - The number of international visitors to Cambodia decreased by 64.6% to 1.18 million in the first half of 2020, resulting in a tourism revenue loss of USD 5 billion [10]. Corporate Governance - The company continues to maintain high levels of corporate governance, emphasizing transparency and accountability [44]. - The board of directors believes that the dual role of the chairman and CEO provides strong leadership and benefits the company's strategic planning [45]. - The company has adopted a standard code for securities trading by directors, ensuring compliance throughout the review period [43]. Cash Flow and Financing - Cash and cash equivalents increased to HKD 3,650,000 as of September 30, 2020, from HKD 3,217,000 as of April 1, 2020 [66]. - The net cash used in operating activities was HKD (8,021,000) for the six months ended September 30, 2020, an improvement from HKD (18,902,000) in the same period of the previous year [66]. - The company’s cash flow from financing activities generated HKD 8,422,000 for the six months ended September 30, 2020, compared to HKD 21,080,000 in the previous year [66]. Share Options and Employee Compensation - The 2012 Share Option Scheme was adopted on September 12, 2012, and is effective for ten years [34]. - The number of unexercised share options granted under the 2012 Scheme as of September 30, 2020, totals 66,182,000 options [40]. - The company aims to incentivize and reward eligible individuals contributing to the group through the share option scheme [34]. - The company emphasizes the importance of human resources and offers competitive compensation to retain talented employees [25]. Related Party Transactions - Significant related party transactions include the disclosure of director remuneration for the six months ended September 30, 2020 [153].

年報 2020 ANNUAL REPORT 2020 （於百慕達註冊成立之有限公司） （股份代號：959） Annual Report 2020 年 報 (Incorporated in Bermuda with limited liability) (Stock Code: 959) 目錄 | 公司資料 | 2 | | --- | --- | | 主席報告 | 3 | | 管理層討論及分析 | 5 | | 企業管治報告 | 12 | | 董事會報告 | 25 | | 獨立核數師報告 | 41 | | 綜合損益表 | 43 | | 綜合損益及其他全面收益表 | 44 | | 綜合財務狀況報表 | 45 | | 綜合權益變動表 | 47 | | 綜合現金流量表 | 48 | | 綜合財務報表附註 | 50 | | 五年財務概要 | 126 | 公司資料 董事會 執行董事 吳文新先生 （主席兼行政總裁） 吳慧儀女士 獨立非執行董事 楊佩嫻女士 李志輝先生 施念慈女士 審核委員會 李志輝先生 （主席） 楊佩嫻女士 施念慈女士 合規委員會 吳慧儀女士 （主席） 李志輝先生 黃思樂先生 （董事助理） 張大智先生 （公司 ...

Financial Performance - The group recorded revenue of approximately HKD 28,500,000, a decrease of 54.3% compared to HKD 62,300,000 in the same period last year[7]. - The net loss for the period was approximately HKD 13,500,000, a reduction of 37.2% from HKD 21,500,000 in the previous year[7]. - The company's revenue for the six months ended September 30, 2019, was HKD 28,501,000, a decrease of 54.3% compared to HKD 62,265,000 for the same period in 2018[61]. - Gross profit for the same period was HKD 12,997,000, down 40.0% from HKD 21,667,000 in 2018[61]. - The company reported a loss before tax of HKD 13,907,000, an improvement of 36.5% compared to a loss of HKD 21,926,000 in the previous year[61]. - The net loss for the period was HKD 13,541,000, compared to a net loss of HKD 21,524,000 in 2018, reflecting a 37.0% reduction in losses[61]. - Basic and diluted loss per share was HKD 1.17, an improvement from HKD 2.65 in the same period last year[61]. - The group reported a pre-tax loss of approximately HKD 14,663,000 for the six months ended September 30, 2019, compared to a loss of HKD 22,074,000 in the same period of 2018[122]. Assets and Liabilities - The group's total assets and net assets as of September 30, 2019, were approximately HKD 204,700,000 and HKD 88,800,000, respectively, compared to HKD 201,300,000 and HKD 87,300,000 as of March 31, 2019[12]. - The asset-liability ratio was approximately 131% as of September 30, 2019, compared to 130% as of March 31, 2019[13]. - Non-current assets totaled HKD 155,782,000 as of September 30, 2019, a slight decrease from HKD 157,411,000 as of March 31, 2019[66]. - Current assets increased to HKD 48,964,000 from HKD 43,866,000, primarily due to an increase in trade receivables[66]. - Current liabilities rose to HKD 84,950,000, up from HKD 60,252,000, indicating increased financial obligations[66]. - The total assets as of September 30, 2019, amounted to HKD 204,746 thousand, a slight decrease from HKD 201,277 thousand as of March 31, 2019[101]. - The total equity as of September 30, 2019, was HKD 88,792,000, an increase from HKD 87,333,000 as of March 31, 2019[67]. Strategic Initiatives - The group is undergoing strategic adjustments to focus on the Asia-Pacific gaming market and IT solutions, aiming to refresh its corporate image[14]. - The group aims to establish a new milestone for future business transformation by changing its English name and transferring gaming rights in Cambodia[14]. - The group has taken actions to simplify operations, including the potential sale of mobile gaming applications and Forenzia Enterprises Limited[18]. - The group is shifting its focus to explore business opportunities in Cambodia, particularly in the gaming sector, due to increased demand for entertainment[22]. - The group has entered into a lease agreement for 4 gaming tables at Century Entertainment, with a monthly rent of HKD 1,200,000, effective from November 1, 2019, to September 30, 2020[25]. - The group anticipates a five-year management agreement for the gaming tables at a cost of HKD 120,000,000, supported by profit guarantees from Lion King and Mr. Ng[25]. Share Capital and Options - The group’s capital structure included a total of 1,282,475,614 shares issued with a par value of HKD 0.20 per share as of September 30, 2019[8]. - The company has a total of 66,182 thousand stock options granted under the 2012 stock option plan, with various exercise prices ranging from HKD 0.200 to HKD 1.345[48]. - The number of unexercised stock options as of September 30, 2019, includes 6,100 thousand options granted on December 1, 2017, with an exercise price of HKD 0.280[48]. - The company’s stock options are set to expire between 2023 and 2028, with specific exercise periods outlined for each grant[48]. - The company’s management has not exercised any stock options during the review period[48]. - The company adopted a share option scheme in 2012, which is set to expire on September 11, 2022[151]. Dividends and Financing - The group does not recommend an interim dividend for the six months ending September 30, 2019, compared to no dividend in the previous year[29]. - The company issued convertible bonds amounting to HKD 15,000,000 during the reporting period[69]. - The net cash generated from financing activities was HKD 21,080,000 for the six months ended September 30, 2019, compared to HKD 15,676,000 in the previous year[72]. - The company reported a net cash outflow from operating activities of HKD 18,902,000 for the six months ended September 30, 2019[72]. Lease and Accounting Changes - The company adopted HKFRS 16 Leases effective April 1, 2019, using the modified retrospective approach, resulting in an adjustment of HKD 6,860,000 to both lease liabilities and right-of-use assets[87]. - The weighted average incremental borrowing rate applied by the company for lease liabilities was 3.51%[90]. - The company has chosen not to recognize right-of-use assets and lease liabilities for low-value asset leases and short-term leases (12 months or less)[90]. - The cumulative impact of adopting HKFRS 16 was reflected in the opening balance of retained earnings as of April 1, 2019, without restating prior year comparatives[84]. Shareholder Information - As of September 30, 2019, major shareholders include Ms. Zheng Huimin with 96,212,121 shares (7.50%), Mr. Huang Weiqiang with 86,900,000 shares (6.78%), and Mr. Huang Jinhuan with 82,542,121 shares (6.44%)[43]. - The company has not disclosed any new product or technology developments in the provided documents[41]. - The company did not purchase, sell, or redeem any of its listed securities during the review period[50]. - The board of directors confirmed compliance with the standard code of conduct for securities transactions throughout the review period[51].

Financial Performance - The company recorded revenue of approximately HKD 71.2 million for the fiscal year, an increase of 14.5% compared to HKD 62.2 million in the previous year[16]. - The net loss for the year was approximately HKD 418.3 million, a significant increase of 725.0% from the previous year's loss of HKD 50.7 million, primarily due to impairment losses related to joint ventures[16]. - The group's total assets and net assets were approximately HKD 201,300,000 and HKD 87,300,000 respectively, down from HKD 591,800,000 and HKD 359,200,000 in 2018, indicating a significant decrease in asset value[26]. - The asset-liability ratio was approximately 130% as of March 31, 2019, compared to 65% in 2018, reflecting increased financial leverage[27]. - Cash and cash equivalents held by the group were approximately HKD 1,200,000 as of March 31, 2019, down from HKD 1,800,000 in 2018[27]. - The company raised approximately HKD 9,090,000 through a placement and subscription activity, which was primarily used for general administrative expenses and repayment of other borrowings[20]. Business Operations and Strategy - The company is focusing on expanding its operations in Cambodia, which is seen as a growing market for tourism and investment, particularly from Chinese tourists[12]. - The company continues to develop innovative intellectual property and technology solutions related to augmented reality (AR) and virtual reality (VR) applications[8]. - The company is strategically positioned to capitalize on opportunities in the Southeast Asian gaming market, particularly in Sihanoukville, Cambodia[7]. - The company plans to maintain its focus on both the gaming business in Cambodia and its AR/VR technology solutions in the coming year[12]. - The company is focusing on expanding its gaming business in the Asia-Pacific region, leveraging its accumulated knowledge and experience[29]. Corporate Governance - The company emphasizes maintaining high standards of corporate governance to enhance transparency and accountability[57]. - The chairman also serves as the CEO, which the board believes provides strong leadership and benefits strategic planning[59]. - The board consists of five members, including two executive directors and three independent non-executive directors, with independent directors accounting for over one-third of the board[69]. - The company has adopted a nomination policy to ensure a balanced diversity of skills, experience, and perspectives among board members[67]. - Independent non-executive directors have confirmed their independence according to the listing rules, ensuring effective governance contributions[73]. - The company has implemented strict guidelines for securities trading by directors, confirming compliance as of March 31, 2019[64]. - The board has established four committees to oversee various functions, including the audit committee, compliance committee, remuneration committee, and nomination committee[82]. Risk Management - The board is responsible for assessing and determining the nature and extent of risks to achieve the group's strategic objectives, ensuring an effective risk management and internal control system is in place[100]. - The audit committee continuously reviews significant risk management and internal control matters, considering the adequacy of resources and qualifications of personnel involved in accounting, internal audit, and financial reporting[100]. - The group has established risk management procedures to address and manage all significant risks related to its business, with annual reviews of any major changes in the business environment[100]. - The board believes that the risk management and internal control systems are reasonable, effective, and adequate as of March 31, 2019[102]. Shareholder Relations - The group maintains effective communication with shareholders, providing a platform for interaction during the annual general meeting[105]. - The group has engaged a professional public relations firm to maintain ongoing communication with investors and regularly meet with analysts and institutional investors[110]. - The company has adopted a dividend policy that is subject to the discretion of the board of directors, considering factors such as actual and expected financial performance, retained earnings, and capital expenditure requirements[118]. - The company has no predetermined dividend payout ratio, and past dividend distributions do not serve as a benchmark for future dividends[118]. Related Party Transactions - The company has established a continuous related party transaction framework, ensuring compliance with relevant regulations[166]. - The service agreement with Changsheng is considered a related party transaction but is exempt from independent shareholder approval due to its low annual cap[170]. - The independent non-executive directors concluded that the terms of the service agreement are fair and reasonable, benefiting the company and its shareholders[172]. Impairment and Asset Management - The company recognized a non-cash impairment loss of approximately HKD 353.6 million related to its 24.8% equity interest in Greek Mythology due to lack of financial information[32]. - The group sold a 24.8% stake in Greek Myth for a total consideration of HKD 38,000, resulting in a loss of approximately HKD 353,530,000 recorded in the annual loss[197]. - As of March 31, 2019, receivables from Greek Myth amounting to approximately HKD 28,500,000 were fully impaired, with the impairment loss recognized in the current year's profit and loss statement[200]. - The intangible asset related to the rights granted to Greek Myth for operating certain gaming tables and slot machines, with a carrying value of approximately HKD 3,069,000, was fully written off, and the write-off loss was recognized in the current year's profit and loss statement[200].