Financial Performance - The company's revenue for the six months ended June 30, 2024, was approximately RMB 44,500,000, an increase of about RMB 10,400,000 or 30.5% compared to the same period in 2023[1] - Gross profit for the same period was approximately RMB 9,100,000, a decrease of about RMB 3,600,000 or 28.3% year-over-year[1] - The net loss for the six months ended June 30, 2024, was approximately RMB 22,800,000, an increase of about RMB 2,100,000 or 10.1% compared to the previous year[1] - Basic and diluted loss per share attributable to ordinary shareholders was approximately RMB 0.45, an increase of RMB 0.02 or 4.7% from the same period in 2023[1] - The total loss before tax for the six months ended June 30, 2024, was RMB 22,803,000, compared to a loss of RMB 20,719,000 for the same period in 2023, reflecting a deterioration in financial performance[9][10] - The company reported a net loss attributable to owners of RMB 22,149,000 for the six months ended June 30, 2024, compared to a loss of RMB 21,308,000 in the prior year[19] - The total loss and comprehensive expenses for the six months ended June 30, 2024, were approximately RMB 21,100,000, compared to RMB 10,600,000 for the same period in 2023, resulting in a basic loss per share of RMB 0.45 versus RMB 0.43 in 2023[49] Revenue Breakdown - Revenue from e-commerce sales was RMB 35,568,000, an increase from RMB 24,144,000 in the same period last year[8] - The lending business generated revenue of RMB 8,937,000, while the e-commerce segment contributed RMB 35,568,000, indicating a significant increase in e-commerce revenue compared to RMB 24,144,000 in the previous year[9][10] - In the first half of 2024, the lending business generated revenue of approximately RMB 8,900,000, a decrease of about 10.1% compared to RMB 9,900,000 in the same period of 2023[39] - The e-commerce segment reported revenue of approximately RMB 35,600,000, representing an increase of about 47.7% from RMB 24,100,000 in the same period of 2023, primarily due to the shift from B2C to B2B operations[40] Costs and Expenses - The cost of goods sold for the period was RMB 34,447,000, up from RMB 20,835,000 in the previous year, indicating increased operational costs[17] - The group's total sales cost increased by approximately 65.4% to RMB 35,400,000 in the first half of 2024, up from RMB 21,400,000 in the same period of 2023, driven by increased sales revenue in the e-commerce business[42] - Administrative expenses decreased by approximately 9.9% to RMB 14,500,000 in the first half of 2024, compared to RMB 16,100,000 in the same period of 2023, mainly due to redundancy layoffs[46] - Financial costs for the first half of 2024 were approximately RMB 17,100,000, an increase from RMB 16,000,000 in the same period of 2023, primarily due to accrued interest on promissory notes[47] Assets and Liabilities - Total current liabilities increased significantly, with trade payables at RMB 38,126,000 compared to RMB 67,781,000 previously[3] - The company's total assets less current liabilities were RMB 111,497,000, down from RMB 323,795,000 at the end of 2023[3] - The company's cash and cash equivalents increased to RMB 51,557,000 from RMB 32,266,000 at the end of 2023[3] - As of June 30, 2024, the group's bank balances and cash amounted to approximately RMB 51,600,000, an increase from RMB 32,300,000 as of December 31, 2023[51] - The total equity as of June 30, 2024, was approximately RMB 107,800,000, down from RMB 129,000,000 as of December 31, 2023[51] - The group's debt-to-equity ratio as of June 30, 2024, was approximately 57.9%, compared to 49.1% as of December 31, 2023[51] Dividends - The company did not recommend the payment of an interim dividend for the six months ended June 30, 2024[1] - The company did not recommend any interim dividend for the period, consistent with the previous year where no dividends were declared[18] Business Strategy and Outlook - The group plans to cautiously review and adjust its strategies in response to easing inflation pressures and a challenging business environment[36] - The group anticipates that the e-commerce business will achieve better results in the second half of 2024 following its operational adjustments[38] - The group aims to expand its e-commerce business through robust and flexible marketing strategies to diversify its customer base and product offerings[57] - The group is actively exploring new business opportunities in Southeast Asia, particularly in smart city development, with a focus on customized satellite technology solutions[57] - The group will maintain a cautious approach to corporate investment and business expansion in light of uncertain market conditions and geopolitical tensions[57] Compliance and Governance - The company has maintained compliance with the Money Lenders Ordinance, with no opposition or investigation regarding its money lender license since its issuance[59] - The company has adopted the Corporate Governance Code as a standard for its governance practices and has complied with all applicable provisions for the six months ending June 30, 2024[60] - The Audit Committee, consisting of three independent non-executive directors, has reviewed the unaudited interim results for the six months ending June 30, 2024[62] - There were no purchases, sales, or redemptions of the company's listed securities during the six months ending June 30, 2024[63] - The company has maintained sufficient public float as required by the listing rules throughout the six-month period ending June 30, 2024[64] Collaborations and Agreements - The company announced a collaboration agreement with BeiDou Global Application Hong Kong Research Institute for the global application of the BeiDou satellite navigation system on August 26, 2024[34] - A cooperation agreement was established between the company's subsidiary and Beidou Global Application Hong Kong Research Institute for the global application of the Beidou satellite navigation system on August 26, 2024[65] - As of June 30, 2024, the group had signed memorandums of understanding with two companies in Southeast Asia to seek collaboration opportunities[57] Employee and Management - The salaries of directors and key management personnel for the six months ended June 30, 2024, totaled RMB 1,136,000, a decrease from RMB 1,356,000 for the same period in 2023[33] - The group continues to invest in training programs for employees to enhance their professional skills and ensure they are informed about the latest industry policies[56]

Employee and Operational Changes - As of December 31, 2023, the Group had 36 employees, a decrease from 47 employees as of December 31, 2022[4]. - The Group's electricity consumption expenses were not available for some offices starting FY2023, contributing to the reported decrease in energy consumption[14]. - The Group's business nature resulted in no significant water sourcing issues, and water usage was primarily for employee needs and office sanitation[16]. - The Group continues to monitor waste generation levels and implement relevant measures to manage environmental impact[9]. - The Group has not provided any guarantees to companies outside of the Group as of December 31, 2023[150]. Environmental Management - The total non-hazardous waste generated in FY2023 was 0.26 tonnes, down from 0.34 tonnes in FY2022, maintaining a waste intensity of 0.007 tonnes per employee[11]. - Energy consumption intensity decreased by approximately 38.99% in FY2023 compared to FY2022 due to changes in office management fees and rental agreements[14]. - The Group did not host any waste reduction campaigns in FY2023 due to resource constraints but aims to conduct at least one campaign in FY2024[9]. - Water consumption intensity increased significantly due to business expansion, with ongoing monitoring and potential implementation of more water-saving measures[16]. - The Group's efforts in waste management included encouraging employees to reduce waste production, although no significant hazardous waste was generated in FY2023[7]. Corporate Governance - The Company complied with all code provisions as set out in the Corporate Governance Code during the financial year ended 31 December 2023[46]. - The Board convened four regular meetings during the financial year, reviewing corporate strategies and financial performance[34]. - The Company has adopted a Code of Conduct for Directors' securities transactions, ensuring compliance with required standards[25]. - The Company is committed to high standards of corporate governance to maximize shareholder interests[45]. - The company has confirmed adherence to corporate governance codes as set out in the Hong Kong Stock Exchange Listing Rules for the financial year[49]. Financial Performance - The Group reported a loss of approximately RMB14.5 million for the year ended 31 December 2023, compared to a profit of approximately RMB10.8 million in the previous year[172]. - Administrative expenses decreased by approximately 32.2% from RMB39.8 million in 2022 to RMB27.0 million in 2023, mainly due to reduced expenses related to share options[171]. - Finance costs decreased to approximately RMB29.7 million in 2023 from approximately RMB54.1 million in 2022, primarily due to the redemption of promissory notes[171]. - The Group's gearing ratio increased to 49% as of 31 December 2023, up from 47% in 2022[173]. - The Group's other gains or losses decreased by approximately 96.3%, from RMB88.7 million in 2022 to RMB3.3 million in 2023[143]. E-commerce and Market Trends - The e-commerce market in China is expected to maintain the highest growth rate globally, despite economic uncertainties[27]. - The company is shifting its strategy from B2C eCommerce to a B2B model targeting resellers for better market prospects[61]. - The Chinese eCommerce market was valued at over US$1,318.7 billion in 2023, making it the largest eCommerce market globally[4]. - ECommerce revenue increased by approximately 141.3% to RMB91.2 million for the year ended 31 December 2023, compared to RMB37.8 million in 2022[168]. - The average penetration rate of eCommerce activities in China was around 20% globally in 2023, expected to rise to approximately 25% by 2027[118]. Economic Outlook - The International Monetary Fund (IMF) has raised its forecast for China's economic growth in 2024 to 4.6%, an increase of 0.4 percentage points from the previous projection[56]. - The forecast for global economic growth for 2024-25 is below the historical average of 3.8% due to elevated central bank policy rates and withdrawal of fiscal support[56]. - Inflation is decreasing faster than expected in most regions, attributed to unwinding supply-side issues and restrictive monetary policy[56]. - The Chinese government is focusing on enhancing vocational education to meet the growing demand for skilled labor, with a goal to build a modern vocational education system by 2025[120]. - The Hong Kong economy showed signs of recovery in 2023, although external challenges constrained the pace[96]. Restructuring and Future Plans - The Company is undergoing procedures to restructure Wowxue into its subsidiary group to resume operations in the education segment[30]. - The management is closely monitoring the restructuring process of Wowxue, with expectations for favorable progress in regulatory registration procedures in 2024, aiming to resume operations as a new revenue stream[110]. - The company is exploring potential projects in education-related business for the subsidiary segment, aiming to restart operations post-restructuring[110]. - The company aims to diversify its income streams through strategic positioning of all business segments[92]. - The company is actively seeking potential business opportunities to promote growth and enhance shareholder value[92].

Financial Performance - The company reported a net loss attributable to owners of RMB 12.744 million, compared to a profit of RMB 13.287 million in the previous year, reflecting a substantial decline in profitability[2]. - Basic and diluted loss per share for the year was RMB 0.36, compared to earnings of RMB 0.26 and RMB 0.25 respectively in the previous year[2]. - The group reported a loss of approximately RMB 14.5 million for the year ending December 31, 2023, compared to a profit of approximately RMB 10.8 million in the previous year[185]. - The company’s revenue for the year ended December 31, 2023, was RMB 411.544 million, compared to RMB 56.940 million in the previous year, indicating a significant increase[1]. - The group’s total revenue for the year was RMB 111,544,000, with a gross profit of RMB 22,682,000[124]. Assets and Liabilities - For the year ended December 31, 2022, the total assets amounted to RMB 340,994,000, with allocated segment assets of RMB 248,369,000[6]. - The total liabilities as of December 31, 2022, were RMB 199,154,000, with allocated segment liabilities of RMB 33,679,000[6]. - Total assets amounted to RMB 410,776,000, with total liabilities of RMB 281,808,000[126]. - The net asset value decreased to RMB 128.968 million from RMB 141.840 million in the previous year[92]. - The group’s debt-to-asset ratio was 49% as of December 31, 2023, compared to 47% in the previous year[38]. Revenue Segments - The lending segment generated revenue of RMB 20,375,000, while the e-commerce segment contributed RMB 91,169,000[124]. - The revenue for the business segment reached approximately RMB 91,200,000 for the year ended December 31, 2023, representing an increase of about 141.3% compared to RMB 37,800,000 for the year ended December 31, 2022, primarily due to the shift from a B2C to a B2B business model[53]. - In 2023, the company's lending business revenue increased by approximately 6.3% compared to 2022, contributing around RMB 20.4 million, up from RMB 19.2 million in the previous year[149]. Costs and Expenses - The company incurred a cost of goods sold amounting to RMB 89,301,000, significantly higher than RMB 30,128,000 in the previous year[9]. - The group's cost of sales increased by approximately 176.9% to about RMB 88,900,000 in 2023, up from approximately RMB 32,100,000 in 2022, mainly due to the increase in revenue from the e-commerce business[54]. - Administrative expenses decreased by approximately 32.2% from about RMB 39.8 million in 2022 to about RMB 27 million in 2023[183]. - The company’s employee costs, including director remuneration, amounted to RMB 86,034,000, up from RMB 55,024,000 in the previous year[9]. Impairment and Receivables - The company reported a loss of RMB 19,953,000 from trade receivables and loans, while recognizing an impairment loss of RMB 3,387,000 from other receivables[9]. - The group recognized impairment losses of approximately RMB 16.6 million on trade receivables and loans for the year ending December 31, 2023, compared to RMB 5.7 million in the previous year[182]. - The group reported a significant increase in trade receivables to RMB 48.741 million from RMB 5.701 million in the previous year, indicating improved collection efforts[113]. Market Conditions and Future Outlook - The company plans to continue expanding its market presence despite challenges posed by rising interest rates and economic conditions[23]. - The Hong Kong government announced measures to stimulate the economy and support SMEs, which may impact the company's future operations and market conditions[43]. - The company anticipates that the restructuring of the subsidiary will progress well in 2024, potentially allowing for the resumption of operations and new revenue sources from education-related businesses[51]. - The tightening financial environment and global economic slowdown have negatively impacted the residential property market in Hong Kong[174]. Regulatory and Compliance - The company is restructuring its online education business to comply with updated regulatory guidelines in China[193]. - The subsidiary has been recognized as a high-tech enterprise in China, allowing it to pay a reduced corporate income tax rate of 15% until October 24, 2024[58]. - The company has adopted a code of conduct for securities trading that meets or exceeds the standards set out in the listing rules[70]. Employee and Operational Changes - The group employed approximately 36 staff members as of December 31, 2023, down from 47 in the previous year, with total employee costs amounting to approximately RMB 8.4 million[40]. - The group has issued 117 million stock options to eligible consultants during the fiscal year ending December 31, 2023[189].

eCommerce Performance and Strategy - The Group's eCommerce subsidiary faced significant challenges in performance due to global uncertainties, including flight delays and regulatory restrictions, during the past two years[10]. - The eCommerce subsidiary adopted a new business model focusing on B2B operations and implemented different marketing methods to generate sales through referrals and website orders[11]. - The Group expects improved performance and greater market share in the eCommerce sector later this year as it builds a user-friendly marketing platform for resellers[11]. - In the first half of 2023, the Cybernaut Group's eCommerce segment transitioned from B2C to B2B, focusing on providing refurbished mobile phones to local retailers, resulting in stable growth[26]. - The eCommerce market is experiencing rapid growth, with companies leveraging AI to enhance customer experiences and drive sales[21]. - The eCommerce business generated revenue of approximately RMB24.1 million for the six months ended 30 June 2023, reflecting an increase of approximately 81.2% from RMB13.3 million in the same period of 2022, due to a shift from a B2C to a B2B model[94]. - Cybernaut's eCommerce subsidiary is shifting to a wholesale sales model in 2023 to mitigate risks associated with price competition and logistics[149]. - The eCommerce subsidiary plans to strategically offer refurbished smartphones to various distributors to achieve greater sales volume in the near future[198]. Economic Outlook and Challenges - According to the IMF, global growth is projected to decline from 3.5% in 2022 to 3.0% in 2023, with inflation expected to decrease from 8.7% to 6.8%[16]. - The International Monetary Fund (IMF) has warned of potential financial sector risks due to tightening conditions, which could disproportionately affect emerging markets[33]. - Global core inflation is expected to remain high at above 3% through 2024, despite a projected moderation in global economic growth in the second half of 2023[33]. - The Group's future prospects are influenced by global economic conditions, with the IMF projecting weak growth below the historical average of 3.8% due to various economic challenges[108]. - The overall business operations were affected by global economic fluctuations and the post-Covid-19 situation during the review period[86]. Financial Performance - For the six months ended 30 June 2023, the Group's revenue was approximately RMB34.1 million, an increase from approximately RMB21.7 million for the same period in 2022, representing a growth of about 57.5%[111]. - The Group achieved a gross profit of approximately RMB 12.7 million for the six months ended June 30, 2023, compared to RMB 11.7 million for the same period in 2022, indicating a year-on-year increase of about 8.55%[69]. - Loss before taxation for the six months ended 30 June 2023 was approximately RMB20.7 million, a decrease from approximately RMB23.9 million in 2022, reflecting an improvement of about 9.1%[111]. - The loss for the period attributable to the owners of the Company was approximately RMB21.3 million, compared to RMB24.5 million in the previous year, showing a reduction of about 13.0%[111]. - The Group's loss for the six months ended 30 June 2023 was approximately RMB10.6 million, a decrease from RMB21.4 million for the same period in 2022, indicating an improvement of 50.5%[123]. - The basic loss per share for the six months ended 30 June 2023 was approximately RMB0.54 cents, compared to RMB0.62 cents for the same period in 2022, reflecting a reduction of 12.9%[123]. Regulatory and Compliance Issues - The online education business, Wowxue, was temporarily suspended due to regulatory changes in China, with plans to resume operations in the second half of 2023 after restructuring[54]. - The company is restructuring its education business in China to comply with new regulatory requirements, aiming to resume operations post-restructuring[150]. - The education business will adopt a new model focusing on online platforms and vocational training services for new customers in the future[175]. - The company continues to comply with all relevant laws and regulations governing its money lending business, with no known issues that could affect its lending license[177]. Loan Agreements and Financial Management - The company reported a loan agreement on January 18, 2023, where TCL agreed to grant a new loan of HK$8 million, which, combined with an existing loan, constituted a discloseable transaction[27]. - On February 21, 2023, TCL entered into another loan agreement for a principal amount of HK$19 million, also classified as a discloseable transaction due to the applicable percentage ratio exceeding 5% but below 25%[28]. - A subsequent loan agreement on April 11, 2023, was made for HK$28 million, again meeting the criteria for disclosure under the listing rules[29]. - The revenue from the money lending business increased by approximately 19.3% to approximately RMB9.9 million for the six months ended 30 June 2023, compared to RMB8.3 million for the same period in 2022[94]. - The money lending business, particularly through TCL, generated stable income from high net worth clients during the review period[53]. Market and Economic Indicators - Hong Kong's real GDP grew by 1.5% year-on-year in Q2 2023, driven by solid growth in private consumption and services trade[18]. - Total exports of goods from Hong Kong fell by 15.2% year-on-year in real terms in Q2 2023, while exports of services grew by 22.9%[18]. - The Hong Kong government aims for carbon neutrality by 2050 and is focused on achieving self-reliance in science and technology, positioning the city as a leader in green finance[18]. - The bank lending rate in Hong Kong increased to 5.77% in July 2023[35]. - The Hong Kong Monetary Authority raised its base rate by 25 basis points to 5.75%, the highest in 16 years, impacting local lending costs[146]. - The one-month Hong Kong interbank rate surged to a 16-year high of 5.21% in July 2023, driven by demand for local currency for dividend payments[146]. - The Hong Kong residential property market showed consolidation in Q2 2023, with cautious sentiment due to rising interest rates and global economic uncertainty[147]. Corporate Governance and Management - The Group has continued to invest in training programs for management and professional technicians, enhancing staff quality and professionalism[126]. - The audit committee consists of three independent non-executive directors who reviewed the accounting principles and policies adopted by the group[200]. - The audit committee discussed audit, internal control, and financial reporting matters for the six months ended June 30, 2023[200]. - The company has complied with all applicable code provisions of the Corporate Governance Code during the six months ended June 30, 2023[199].

ESG and Stakeholder Engagement - The Group conducted a materiality assessment to identify key ESG issues, confirmed by the Board and senior management[1] - The preparation approach of the ESG Report is consistent with the previous year, including FY2021 for comparison[2] - The Group maintained close communication with key stakeholders, including government, shareholders, employees, and customers, throughout FY2022[10] - Stakeholders expressed expectations for sustainable profitability, shareholder return, and corporate governance[12] - The Group aims to improve potentially overlooked ESG performances by collaborating with stakeholders in decision-making processes[14] - A questionnaire was compiled to collect responses and opinions from stakeholders regarding identified material ESG issues[17] - The Group's material ESG issues are categorized based on their relative importance to the business and stakeholders[19] Economic Overview - China's GDP for 2022 reached RMB 121.02 trillion, growing by 3.0% at constant exchange rates[23] - The IMF forecasts China's growth to remain at 5.2% for 2023, a revision of 0.8 percentage points from previous estimates[23] - China is expected to contribute one-third of global growth in 2023, with a 1.0% increase in China's growth leading to a 0.3% increase in associated economies[23] - The global economic growth is projected to slow from 3.2% in 2022 to 2.7% in 2023, marking the weakest growth since 2001, excluding the global financial crisis and the Covid-19 pandemic[22] - The IMF has noted significant differences in growth rates among countries, with emerging economies, particularly in Asia, expected to drive growth[22] - The ongoing geopolitical tensions and high inflation continue to pose challenges for a strong economic recovery globally[22] Business Segment Performance - The Group's money lending segment maintained steady business growth, generating a good revenue stream during 2022[25] - The eCommerce subsidiary faced difficulties due to global uncertainties, including flight delays and country lockdowns, impacting performance[25] - The online education business segment in China was suspended in 2022, with plans to resume operations after restructuring later this year[25] - The lending business in Hong Kong maintained strong demand despite global economic uncertainty, with a focus on sub-mortgage loans for high net worth customers[27] - The eCommerce subsidiary faced challenges in 2022 due to the prolonged U.S.-China trade battle and Covid-19 pandemic, resulting in reduced business and market demand[28] - The online education business in China was suspended in July 2021 due to regulatory changes, with plans for future engagement in vocational training and restructuring for new operations[34] - The company operates three reporting segments, each with different business strategies to meet market needs[25] Financial Performance - The Group's profit for the year ended 31 December 2022 was approximately RMB10.8 million, a significant improvement from a loss of approximately RMB255.9 million in the previous year[102] - Earnings per share attributable to the owners of the Company was approximately RMB0.26 for the year ended 31 December 2022, compared to a loss per share of approximately RMB6.49 for the year ended 31 December 2021[102] - The Group's total equity as of 31 December 2022 was approximately RMB141.8 million, up from RMB53.8 million in 2021[102] - The Group's bank balances and cash as of 31 December 2022 were approximately RMB44.2 million, slightly down from RMB44.6 million in 2021[102] - The Group's outstanding promissory notes as of 31 December 2022 amounted to approximately RMB159.3 million, down from RMB242.8 million in 2021[102] - The Group's gearing ratio as of 31 December 2022 was 47%, a decrease from 69% in 2021[105] - The Group's cost of sales decreased by approximately 68.3% from RMB101.1 million in 2021 to approximately RMB32.1 million in 2022, mainly due to reduced eCommerce revenue and the suspension of internet education services[92] - Gross profit slightly decreased by approximately 1.7% to RMB24.9 million for the year ended 31 December 2022, compared to RMB25.3 million in 2021[92] - Other gains increased to approximately RMB86.9 million for the year ended 31 December 2022, up from RMB64.4 million in 2021, due to the issuance of convertible preference shares[96] Regulatory and Structural Changes - The restructuring of Wowxue is ongoing, with all VIE Agreements terminated as of December 31, 2022[48] - The ICP license for Wowxue was surrendered and cancelled in 2022, with the restructuring expected to be completed in mid-2023[86] - The Group plans to explore potential projects in education-related business once the restructuring processes are completed[87] - The PRC Legal Adviser confirmed that the VIE structure and Agreements do not violate prevailing laws in China[143] - The Company plans to unwind the VIE Agreements once regulations allow foreign investors to operate value-added telecommunications businesses without a VIE structure, though the timeline for this remains uncertain[142] Human Resources - As of December 31, 2022, the Group employed approximately 47 staff members in mainland China and Hong Kong, a decrease from 83 in 2021[55] - Total staff costs for the year were approximately RMB11.5 million, down from RMB13.8 million in 2021[55] - The Company expressed gratitude to staff and partners for their support during challenging market conditions, particularly during the Covid-19 pandemic[39] Market Trends and Challenges - The Chinese eCommerce market was valued at USD 1,156.3 billion in 2022, making it the largest eCommerce market globally[68] - The pandemic and government regulations have led to a substantial increase in eCommerce activities as consumers shifted to online shopping[69] - The "double reduction" policy in China significantly affected the after-school tutoring industry, which was previously valued at $112 billion[72] - The introduction of the Revised Vocational Education Law in April 2022 emphasized the importance of vocational education in China, providing new opportunities for growth[75] - The demand for accurate satellite location-based services is increasing across various sectors, including smart city development and logistics[87]

香港交易及結算所有限公司及香港聯合交易所有限公司對本公佈的內容概不負責，對其準確性 或完整性亦不發表任何聲明，並表明概不會就本公佈全部或任何部分內容而產生或因依賴該等 內容而引致的任何損失承擔任何責任。 CYBERNAUT INTERNATIONAL HOLDINGS COMPANY LIMITED 賽 伯 樂 國 際 控 股 有 限 公 司 （於開曼群島註冊成立之有限公司） （股份代號：1020） 截至二零二二年十二月三十一日止年度之 經審核全年業績公佈 賽伯樂國際控股有限公司（「本公司」或「賽伯樂」）董事（「董事」）會（「董事會」）欣 然宣佈本公司及其附屬公司（統稱「本集團」）截至二零二二年十二月三十一日止年 度之經審核綜合業績，連同上一個相應年度之比較數字。該等業績於向董事會建 議審批前，已由本公司審核委員會審閱。 ...

Financial Performance - The Group's interim report for the six months ended June 30, 2022, was presented, highlighting the financial performance and strategic direction[11]. - Revenue for the six months ended June 30, 2022, was RMB 21,703,000, a decrease of 69.7% compared to RMB 71,887,000 in the same period of 2021[191]. - Gross profit for the same period was RMB 11,737,000, down 44.5% from RMB 21,147,000 in 2021[191]. - Loss for the period was RMB 23,958,000, compared to a loss of RMB 33,660,000 in the previous year, indicating an improvement of 28.9%[191]. - Total comprehensive expense for the period was RMB 21,380,000, a decrease from RMB 33,052,000 in 2021, reflecting a 35.3% improvement[191]. - The Group's loss and total comprehensive expense for the six months ended 30 June 2022 was approximately RMB21.4 million, a decrease from approximately RMB33.1 million for the same period in 2021[112]. - Basic loss per share for the six months ended 30 June 2022 was approximately RMB0.62 cents, compared to RMB0.85 cents for the same period in 2021[112]. - The Group's total cost of sales decreased by approximately 80.3% from approximately RMB50.7 million for the six months ended June 30, 2021, to approximately RMB10.0 million for the same period in 2022[102]. - The gross profit for the Group was approximately RMB11.7 million for the six months ended June 30, 2022, compared to RMB21.1 million for the same period in 2021, derived from the money lending and eCommerce businesses[103]. Economic Outlook - Global growth forecast is projected to slow from 6.1% in 2021 to 3.2% in 2022, indicating a significant economic downturn[13]. - The IMF's World Economic Outlook Update emphasizes the potential for a global recession, with major economies facing substantial challenges[13]. - The report outlines the importance of effective policy responses to ongoing economic pressures, including inflation control[13]. - The global economy faced contraction in Q2 2022, influenced by downturns in China and Russia, and lower-than-expected U.S. consumer spending[42]. - The IMF's July 2022 report indicated that tighter global financial conditions could lead to debt distress in emerging markets and further suppress Chinese growth, which is projected to fall short of the 5.5% GDP growth target for 2022[127]. - Hong Kong's economy is expected to contract for the third time since 2019 due to Covid-19 restrictions and global trade challenges, with significant pressure on export performance in the second half of 2022[130]. Business Segments - Cybernaut Group comprises three segments: money lending, eCommerce, and internet online education services[64]. - The money lending segment of the company maintained steady growth and generated good revenue during the first half of 2022[25]. - The eCommerce subsidiary faced challenges due to global uncertainties, including flight delays and regulatory restrictions, impacting performance[25]. - The online education business was suspended in the first half of 2022, with plans to resume operations after restructuring later this year[25]. - The company is undergoing restructuring to register new operations for providing education services, maintaining its education subsidiary for additional income streams[35]. - The education subsidiary is undergoing restructuring to comply with new regulations under China's "double reduction policy," which bans profit-making tutoring services, aiming to establish new business streams for survival[144]. Market Challenges - Goldman Sachs and Nomura downgraded their 2022 growth forecasts for China to 3% and 2.8% respectively, citing weaker demand and uncertainties from the Zero-Covid policy[19]. - The eCommerce business adopted various marketing strategies to generate sales, but faced reduced market demand due to the prolonged U.S.-China trade battle and Covid-19 pandemic[31]. - The online education market in China has seen massive popularity among investors, leading to over-saturation and unhealthy competition[35]. - The ongoing Covid-19 pandemic has caused intermittent flight delays and traffic restrictions, affecting the business operations of subsidiaries during the review period[83]. - The eCommerce business of VTZero is facing increased competition, leading to higher advertising costs and reduced return on ad spend (ROAS) as it seeks to capture consumer attention in a crowded market[137]. Strategic Initiatives - The Group aims to leverage data improvements to enhance policy responses and address emerging economic vulnerabilities[12]. - The Group's strategic initiatives will continue to adapt to the evolving economic landscape and emerging policy needs[12]. - The management team will continue to perform duties with good risk management and due care in the second half of 2022[39]. - The Group aims to diversify its business portfolio and create additional income sources through the new business division focused on satellite data navigation and location-based services[80]. - The company plans to allocate resources to support its various subsidiary businesses and explore potential investment opportunities to create synergies for growth[145]. Regulatory Environment - The company has complied with all relevant laws and regulations in its money lending business, with no objections or investigations regarding its money lenders license[146]. - The Group's online education subsidiary is undergoing restructuring to comply with new regulations, with plans to resume operations with a new strategy once approved by the PRC government[75]. - The education reform policies in China aimed to ease the burden on parents but resulted in a drastic reduction in tutoring institutions and significant market disruption[63]. Financial Position - The Group's bank balances and cash as at 30 June 2022 was approximately RMB41.6 million, down from approximately RMB44.6 million as at 31 December 2021[112]. - Total equity of the Group as at 30 June 2022 was approximately RMB32.4 million, a decrease from approximately RMB53.8 million as at 31 December 2021[112]. - The Group's outstanding borrowings and promissory notes as at 30 June 2022 were approximately RMB2.6 million and RMB274.3 million, respectively[112]. - The Group's gearing ratio as at 30 June 2022 was 77%, up from 69% as at 31 December 2021[112]. - The accumulated losses as of June 30, 2022, reached RMB 964,136,000, an increase from RMB 721,393,000 as of June 30, 2021[198].

Economic Performance - Cybernaut International Holdings Company Limited reported a total GDP in China for 2021 of RMB 114.37 trillion, with an expansion of 8.1%, marking one of the fastest growth rates in nearly a decade[16]. - The company highlighted that despite challenges such as the U.S.-China trade war and global economic headwinds, China's economic expansion exceeded market expectations and outperformed most major economies over the past two years[16]. - In 2021, the Chinese economy grew by 8.1% year-on-year, despite challenges such as the US-China tariff battle and the Covid-19 pandemic[35]. - The total value added of industrial enterprises above designated size increased by 9.6% in 2021, while the value added of wholesale and retail trades rose by 11.3%[35]. - Fixed-asset investment in China increased by 4.9% year-on-year in 2021[35]. - The Hong Kong economy expanded by 6.4% in 2021, recovering from a severe recession in the previous two years[39]. - China's trade surplus in 2021 reached its largest ever, increasing by approximately 30% from the previous year[34]. Business Segments and Strategy - The company group consists of three reporting segments, with the money lending segment showing steady performance and contributing revenue during 2021[20]. - The company plans to expand its business growth by maintaining existing networks and strategies in 2022[20]. - The company is focusing on sub-mortgage loans targeting high-net-worth clients to strengthen business relationships[20]. - The lending business in Hong Kong remains robust, with strong demand despite increasing market competition[20]. - The lending business in China presents significant potential but also higher risks compared to Hong Kong, with distinct regulatory requirements in both markets[39]. - The Cybernaut Group consists of three segments: money lending, eCommerce, and internet online education services[48]. Online Education Market - The online education market in China has seen rapid development, driven by increased demand and investment from venture capitalists and tech giants[25]. - The normal business operations of the company's online education subsidiary, Wowxue, were temporarily suspended due to new regulations impacting after-school tutoring[26]. - The online education market in China experienced steady growth in the first half of 2021, despite the implementation of government policies aimed at reducing academic pressure on children[42]. - At least 25 large Chinese online education firms closed in 2021 due to government bans on for-profit private tutoring, with nearly half located in Beijing[47]. - The management plans to explore potential education business projects and undergo restructuring to resume operations of the suspended online education services[59]. - The management discussion emphasizes the importance of strategic advice on contract negotiations and daily operations for Wowxue[105]. Financial Performance - The revenue from the money lending business increased by approximately 3.6% to RMB17.5 million in 2021, compared to RMB16.9 million in 2020[63]. - ECommerce revenue decreased by approximately 57.8% to RMB102.8 million in 2021, down from RMB243.7 million in 2020, primarily due to price and supply fluctuations of second-hand iPhones and increased logistics costs[63]. - Internet education services revenue decreased by approximately 75.2% to RMB6.1 million in 2021, compared to RMB24.6 million in 2020, mainly due to regulatory changes and quarantine measures[63]. - The Group's loss for the year ended 31 December 2021 was approximately RMB255.9 million, compared to RMB77.4 million for the previous year, primarily due to impairment losses of intangible assets and goodwill[74]. - Gross profit fell by approximately 62.0% to RMB25.3 million in 2021 from RMB66.5 million in 2020, impacted by declines in money lending, eCommerce, and internet education services[67]. - The Group's outstanding bank loan and promissory notes were RMB0 and RMB242.8 million, respectively, as of 31 December 2021, compared to RMB3.4 million and RMB334.7 million in 2020[74]. Regulatory and Compliance Issues - The lending business model under peer-to-peer (P2P) is simple but faces regulatory challenges in Hong Kong[20]. - The management is committed to restructuring the online education segment to adapt to the new regulations and ensure compliance[60]. - The VIE structure and agreements do not violate relevant laws in the PRC, providing a legal framework for operations[98]. - The VIE Agreements provide Huzhou Company with sufficient control over the board and daily operations of Wowxue, including the appointment and removal of directors[192]. Corporate Governance and Management - The management team is focused on exploring methods to retain efficient business operations and diversify revenue streams amid global economic fluctuations[30]. - The Group has effectively managed its exposure to fluctuations in currency exchange rates, with purchases and sales mainly denominated in US dollars, Renminbi, and Hong Kong dollars[77]. - The directors of Wowxue have irrevocably appointed Huzhou Company as their attorney-in-fact for various corporate governance actions[179]. - The Management Services Agreement has a term of ten years, with the option for Huzhou Company to renew for additional ten-year terms[134]. Future Outlook - The company anticipates continued growth in private equity and lending business activity across the Asia-Pacific region as travel restrictions ease[20]. - The eCommerce logistics landscape is expected to continue evolving to meet expanding consumer expectations in 2022[23]. - The company aims to position all business segments for growth in shareholder value despite challenges posed by the Covid-19 pandemic[30].

Economic Recovery and Market Conditions - The Group's interim report for the six months ended June 30, 2021, reflects a recovery in business and market activities following the challenges posed by the Covid-19 pandemic [8]. - The International Monetary Fund (IMF) maintained its global growth forecast for 2021 at 6%, with an upgraded outlook for developed economies but a downgrade for emerging markets [10]. - China's economy contracted by 6.8% in Q1 2020 due to the pandemic, but government incentives have been implemented to drive growth momentum in the first half of 2021 [11]. - The Group anticipates uneven recovery in the Chinese economy across different industries and markets in the second half of 2021 [9]. - Ongoing trade tensions between the U.S. and China continue to impact global trade and economic growth, contributing to a recessionary environment [11]. - The IMF highlights significant downside risks globally, including the potential for new Covid-19 variants to disrupt economic activity [10]. - The Group's performance in the first half of 2021 demonstrates resilience amid challenging market conditions [8]. - The Hong Kong government projected economic growth between 5.5% and 6.5% for the year, supported by government stimulus measures [19]. - The unemployment rate in Hong Kong decreased from 7.2% to 5% early in 2021 [44]. - The fundamentals for economic operation in the second half of the year are relatively good, despite ongoing global uncertainties [109]. E-commerce Trends and Performance - In the first half of 2021, the company's eCommerce subsidiary maintained steady performance despite global uncertainties, including flight delays and regulatory restrictions due to the Covid-19 pandemic [21]. - Retail sales of consumer goods in China increased by 23% year-on-year during the first half of 2021, partly due to increased online shopping [16]. - The Covid-19 pandemic has accelerated the shift towards eCommerce, with more retailers adopting technology and online platforms [28]. - The eCommerce subsidiary primarily operates in B2C retailing through platforms like eBay and Amazon, and is seeking to expand into other marketplaces such as Rakuten, cDiscount, Fnac, and Darty [119]. - The eCommerce business recognized product sales trends for second-hand and refurbished mobile phones, adapting to local market demands and exploring various online marketplace platforms [66]. - In the first half of 2021, eCommerce contributed more than 79% of total revenue for the Group [78]. - The company is evaluating internet shopping habits country by country to sustain business growth amid increasing competition in the eCommerce sector [66]. - E-commerce is projected to continue growing as a percentage of total global retail sales over the next five years, driven by increased online shopping accessibility [48]. - Nearly 150 million people shopped online for the first time during the Covid-19 pandemic in 2020, with the number of eCommerce buyers expected to rise further [48]. Online Education Sector Insights - The online education business of the company has provided quality services to students, particularly during the Covid-19 pandemic, contributing to steady performance in the first half of 2021 [33]. - The Chinese government has issued regulations to reduce the burden of homework and off-campus training, which may impact the online education operations of the company [34]. - The online education market in China was valued at RMB 400.38 billion (USD 58.51 billion) in 2020, with an annual growth rate exceeding 24% [53]. - The Covid-19 pandemic accelerated the growth of online education, particularly in the K-12 sector, while slowing down tertiary and vocational education [54]. - The Chinese government's double reduction policy, released in July 2021, aims to ease the educational burden on parents and restricts tutoring services for K-9 students [59]. - The policy mandates that tutoring businesses restructure as non-profit entities and limits classes to weekdays only [59]. - The online education subsidiary of Cybernaut Group maintained business returns and market developments despite the regulatory changes introduced by the Chinese government in July 2021, which aimed to reduce the burden of compulsory education students' homework and off-campus training [69]. - The company is closely monitoring the impact of new educational guidelines and government measures on its online education services in China [121]. Financial Performance and Challenges - Revenue for the six months ended June 30, 2021, was RMB 71,887,000, a decrease from RMB 137,492,000 in the same period of 2020, representing a decline of approximately 47.8% [154]. - Gross profit for the period was RMB 21,147,000, down from RMB 27,251,000 in 2020, indicating a decrease of about 22.5% [154]. - The Group's loss for the six months ended 30 June 2021 was approximately RMB33.1 million, compared to a loss of approximately RMB8.2 million for the same period in 2020, representing an increase in loss of over 303% [96]. - The basic loss per share for the six months ended 30 June 2021 was approximately RMB0.85 cents, compared to RMB0.31 cents for the same period in 2020, indicating a significant increase in loss per share [96]. - The Group's revenue from the money lending business was approximately RMB7.8 million for the six months ended 30 June 2021, a decrease from approximately RMB8.2 million for the same period in 2020 [81]. - Revenue from the eCommerce business decreased by approximately 52.4%, contributing approximately RMB57.0 million for the six months ended 30 June 2021, down from approximately RMB119.6 million in the same period of 2020 [81]. - The internet education services revenue decreased to approximately RMB7.1 million for the six months ended 30 June 2021, compared to approximately RMB9.0 million for the same period in 2020 [81]. - The Group's cost of sales decreased by approximately 54.0% from approximately RMB110.2 million for the six months ended 30 June 2020 to approximately RMB50.7 million for the six months ended 30 June 2021 [83]. - The Group's outstanding bank loan and promissory notes as at 30 June 2021 were approximately RMB7.5 million and RMB315.0 million, respectively, compared to RMB3.4 million and RMB334.7 million as at 31 December 2020, indicating an increase in bank loan by approximately 120.6% [96]. Strategic Initiatives and Future Outlook - The Group emphasizes the need for policy solutions to address internal and external challenges to sustain growth [14]. - The Group aims to expand eCommerce business in France, Germany, and Russia to capture more market share during the ongoing health crisis [78]. - The management recognizes the importance of diversifying the customer base to mitigate economic uncertainties caused by the Covid-19 pandemic and geopolitical tensions [78]. - The Group will follow new government education guidelines and explore further business opportunities in its segments [76]. - The company plans to allocate resources effectively across different subsidiary businesses to enhance growth potential and long-term benefits [121]. - The company will adopt a tighter credit policy for mortgage loans and loan renewals in the second half of 2021 [114]. - The company is committed to enhancing growth across different business segments and is exploring potential investments to diversify revenue streams [35]. - The Group's management remains focused on navigating the complex and fast-changing environment to ensure operational resilience [9].

Economic Impact and Recovery - The company faced significant challenges due to the COVID-19 outbreak, but the Chinese economy began to recover in the second half of 2020, leading to improved market growth and social development[13]. - The company reported a gradual resumption of work, production, and business activities following a drastic economic downturn in Q1 2020[13]. - The ongoing U.S.-China trade tensions continued to impact global markets, contributing to economic instability[13]. - The company anticipates a challenging recovery period due to ongoing uncertainties related to the pandemic[15]. - The economic situation in Hong Kong has been severely impacted by the Covid-19 pandemic and U.S.-China trade war[15]. - The Federal Reserve has implemented measures including up to $2.3 trillion in lending to mitigate economic damage from the pandemic[18]. - The Federal Reserve has cut the federal funds rate by a total of 1.5 percentage points since March 2020, bringing it to a range of 0% to 0.25%[18]. - The economic downturn triggered by the Covid-19 crisis in the U.S. has led to business closures and work-from-home policies[18]. - The global economy is projected to grow by 6% in 2021, up from an earlier forecast of 5.5% by the IMF[15]. - The IMF estimates a growth of 5.1% for advanced economies in 2021, with the United States expected to expand by 6.4%[15]. - The growth forecast for emerging and developing economies is 6.7% for 2021[15]. Company Strategy and Operations - The company is committed to enhancing its operational strategies in response to the complex and fast-changing environment[13]. - The annual report for the year ended December 31, 2020, reflects the company's resilience amid external challenges[13]. - The company aims to leverage market recovery to drive future growth and expansion initiatives[13]. - The management is focused on developing new products and technologies to adapt to market demands[13]. - The company is exploring potential mergers and acquisitions to strengthen its market position[13]. - The board emphasizes the importance of corporate governance and strategic planning in navigating future uncertainties[13]. - The company is dedicated to maintaining transparency and accountability in its financial reporting and operations[13]. E-commerce and Online Education Performance - The company consists of three reporting segments, with eCommerce and internet online education segments performing well in 2020[17]. - The global online marketplace sales reached approximately US$2.67 trillion in 2020, with Alibaba's Taobao and Tmall among the top three platforms[23]. - Several online marketplaces globally experienced nearly 100% growth in 2020, including Etsy in the U.S. and Ozon in Russia[23]. - The online education market in China is expected to reach a value of approximately US$100 billion by 2026, indicating significant business potential[26]. - The company's wholly-owned subsidiary, Huzhou Company, showed a steady growth performance in 2020 despite the competitive online education landscape[26]. - The impact of the Covid-19 pandemic led to a surge in online education demand, with many businesses temporarily shutting down during early 2020[26]. - The online education subsidiary of Cybernaut Group capitalized on increased demand during the pandemic, enhancing its offerings and market presence in the EdTech sector in China[52]. - The revenue from the internet education services business for the year ended 2020 was approximately RMB24.6 million, a decrease of about 15.2% compared to RMB29.0 million in 2019 due to temporary operational suspension and increased competition from new market entrants[95]. Financial Performance and Challenges - The Group's loss for the year ended 2020 was approximately RMB77.4 million, a decrease from RMB105.0 million in the previous year, mainly due to fair value gains on the extension of promissory notes of approximately RMB35.5 million[99]. - The gross profit for the year ended 2020 was approximately RMB66.5 million, representing a decrease of about 9.5% from RMB73.5 million in 2019, with a slight drop in gross profit ratio in the money lending and internet education services[95]. - Impairment losses on trade and loan receivables were approximately RMB20.1 million for the year ended 2020, down from RMB41.6 million in 2019, due to the impact of the Covid-19 outbreak on repayment abilities[97]. - The impairment loss recognized on goodwill of the eCommerce business was approximately RMB92.5 million for 2020, compared to RMB61.2 million in 2019, attributed to unexpected performance and business growth challenges due to Covid-19 and competition[97]. - The revenue from the money lending business remained stable despite market competition and the impact of Covid-19[89]. - The e-commerce sector showed resilience with a modest revenue increase, reflecting changing consumer behavior during the pandemic[90]. Regulatory and Market Environment - The Chinese government has implemented new rules to regulate TSF and online financial services, particularly targeting peer-to-peer lending[21]. - The P2P lending industry in China faced significant challenges due to regulatory tightening, leading many platforms to seek opportunities in Southeast Asia[32]. - New guidelines from the Companies Registry in Hong Kong regarding money lending practices will take effect on April 1, 2021[32]. - The VIE Agreements are confirmed to comply with relevant laws and regulations in the PRC, ensuring enforceability under PRC law[119]. - The value-added telecommunications services related business of Wowxue is categorized as "restricted" under PRC laws, limiting foreign ownership to below 50%[114]. - There are uncertainties regarding the interpretation of PRC laws affecting the VIE Agreements, particularly in the value-added telecommunications sector[196]. - The PRC Foreign Investment Law draft may impact VIE Agreements, which could be classified as foreign investments when adopted[198]. VIE Agreements and Corporate Structure - The VIE structure allows the financial results of Wowxue to be consolidated with Huzhou Company as a variable interest entity[111]. - The Company has entered into various agreements to establish the VIE arrangement, including Management Services Agreement and Equity Pledge Agreement[111]. - The management services agreement ensures that Wowxue cannot change its registered capital or enter into partnerships without Huzhou Company's consent[188]. - Huzhou Company has sufficient control over Wowxue's board and daily operations through VIE Agreements, requiring explicit consent for director appointments[192]. - The management services agreement and other related agreements impose obligations on the Registered Shareholders regarding their equity interests[161]. - The Registered Shareholders have pledged their holding of 100% of the equity interest in Wowxue to guarantee its obligations under the Management Services Agreement[155]. - The VIE Agreements restrict Wowxue from declaring or distributing dividends or other interests to its shareholders[188]. - The total revenue for Wowxue reflects a stable financial performance, indicating effective management and operational control[190].