Financial Performance - The Group recorded revenue of approximately HK$50.22 million for the six months ended 31 December 2024, representing a decrease of approximately 25.49% compared to HK$67.40 million for the same period in 2023[5]. - The Group reported a loss of approximately HK$14.04 million for the period, an improvement from a loss of approximately HK$16.06 million in 2023[5]. - The loss for the period ended December 31, 2024, was HK$14,040,000, a decrease from a loss of HK$16,062,000 in the same period of 2023, representing an improvement of approximately 12.6%[126]. - The loss attributable to owners of the Company for the Period was approximately HK$11.57 million, a decrease from approximately HK$16.45 million in 2023, with loss per share improving to approximately HK cents 1.90[74]. - The Group reported a loss before tax of HK$13,864,000 for the six months ended December 31, 2024, compared to a loss of HK$15,229,000 for the same period in 2023, showing a slight improvement in financial performance[153][156]. Revenue Breakdown - Revenue from primary tutoring services, skill courses, and test preparation courses was approximately HK$15.72 million, an increase of approximately 5.65% from HK$14.88 million in 2023[12]. - Revenue from secondary tutoring services decreased to approximately HK$73,000, representing a decrease of approximately 87.87% compared to approximately HK$602,000 in the corresponding period in 2023[58]. - Revenue from gaming product sales was approximately HK$31.96 million, down from approximately HK$49.58 million in 2023[13]. - Revenue from VR product sales and related services decreased to approximately HK$0.52 million from approximately HK$1.21 million in 2023[13]. - Revenue from private educational services was HK$16,391,000, up from HK$15,570,000 year-over-year[125]. Assets and Liabilities - As of December 31, 2024, the total balance of cash and cash equivalents was approximately HK$0.69 million, a decrease from approximately HK$8.65 million as of June 30, 2024[83]. - Current assets decreased to HK$97,571,000 from HK$108,132,000, reflecting a decline of approximately 9.5%[127]. - Current liabilities increased to HK$38,511,000 from HK$17,898,000, showing a significant rise of about 114.5%[127]. - Total assets less current liabilities were HK$98,905,000, down from HK$129,590,000, representing a decrease of about 23.7%[127]. - Net current assets decreased to HK$59,060,000 from HK$90,234,000, indicating a decline of approximately 34.5%[127]. Impairment and Credit Risk - The company reported an impairment loss on trade receivables of HK$6,153,000 for the six months ended December 31, 2024, compared to HK$2,788,000 in 2023[169]. - The impairment loss on trade receivables increased to HK$6,996,000 from HK$843,000, indicating a rise in credit risk[185]. - Loan receivables with outstanding principal and interest that were past due and impaired amounted to approximately HK$3.99 million as of December 31, 2024, with an additional impairment loss of approximately HK$107,000 recognized during the period[37]. Investment and Strategic Direction - The Group has developed the AI Generative Pre-trained Transformer platform, known as "EduGPT," which aims to enhance learning experiences and efficiency for students[76]. - The Group is committed to promoting digital and intelligent education in the PRC and has expanded cooperation with various stakeholders in the education sector[80]. - The Group aims to transform into a comprehensive provider of education and AI-powered educational services, enhancing its agility in responding to market dynamics[81]. - The Group remains open to exploring various exit options for its investment in Convoy, including private sales or potential relisting opportunities[53]. Dividends and Share Options - The Board does not recommend the payment of an interim dividend for the six months ended 31 December 2024[4]. - The Company adopted the 2023 Share Option Scheme on 21 December 2023, effective for 10 years, replacing the 2020 Share Option Scheme[104]. - As of 31 December 2024, no share options have been granted under the 2023 Share Option Scheme, representing approximately 7.64% of the weighted average number of issued shares for the Period[107]. Operational Efficiency - Staff costs decreased to approximately HK$14.55 million from approximately HK$15.24 million for the corresponding period in 2023, due to improved efficiency in human resources allocation[61]. - The Group has established a liquidity risk management system to manage its funding requirements effectively[82]. - The company continues to focus on its core business areas, including private educational services and digital entertainment, as part of its strategic direction[134].

Financial Performance - The group recorded revenue of approximately HKD 50,220,000, a decrease of about 25.49% compared to HKD 67,400,000 in the same period of 2023[4]. - The group reported a loss of approximately HKD 14,040,000, compared to a loss of HKD 16,060,000 in 2023[4]. - The basic and diluted loss per share was HKD 1.90, compared to HKD 2.73 in the previous year[7]. - The total pre-tax loss for the six months ended December 31, 2024, was HKD 13,864,000, compared to a loss of HKD 15,229,000 for the same period in 2023, indicating an 8.9% improvement[19][21]. - The company reported a loss attributable to owners of approximately HKD 11,570,000, a reduction from approximately HKD 16,450,000 in 2023, with a loss per share of approximately HKD 1.90[81]. Assets and Liabilities - The group’s total assets decreased to HKD 97,571,000 from HKD 108,132,000[9]. - The net asset value decreased to HKD 95,450,000 from HKD 109,486,000[10]. - The total assets as of December 31, 2024, amounted to HKD 137,416,000, a decrease from HKD 147,488,000 as of June 30, 2024[23][25]. - The liabilities for the group as of December 31, 2024, were HKD 41,966,000, compared to HKD 38,002,000 as of June 30, 2024, reflecting an increase of 10.5%[23][25]. - The group’s total liabilities, including trade and other payables, are expected to be settled within one year[44]. Cash Flow and Financial Ratios - The group’s cash and cash equivalents decreased significantly to HKD 690,000 from HKD 8,651,000[9]. - The current ratio as of December 31, 2024, was approximately 2.53, down from 6.04 as of June 30, 2024[3]. - The debt-to-equity ratio increased to approximately 28.83% from 24.16% as of June 30, 2024[3]. - The total interest-bearing borrowings as of December 31, 2024, were approximately HKD 18,330,000, compared to HKD 17,000,000 on June 30, 2024[88]. - The capital debt ratio as of December 31, 2024, was approximately 28.83%, up from 24.16% on June 30, 2024[88]. Revenue Segments - The segment revenue from private education services was HKD 16,391,000, up from HKD 15,570,000, reflecting a growth of 5.3%[19][21]. - The digital entertainment segment reported a revenue of HKD 32,479,000, down 36% from HKD 50,792,000 in the previous year[19][21]. - Total revenue from primary education services, including primary tutoring, art courses, and exam preparation, reached approximately HKD 15,720,000, an increase of about 5.65% compared to HKD 14,880,000 in the same period of 2023[50]. - Revenue from game product sales was approximately HKD 31,960,000, down from HKD 49,580,000 in 2023[51]. - The private education services segment saw a significant decline in secondary tutoring service revenue, dropping to approximately HKD 73,000, a decrease of about 87.87% from approximately HKD 602,000 in 2023[71]. Expenses and Cost Management - Total employee costs decreased to HKD 14,547,000 from HKD 15,238,000, reflecting a reduction in overall personnel expenses[31]. - The company’s unallocated expenses for the six months ended December 31, 2024, were HKD 6,208,000, compared to HKD 7,256,000 for the same period in 2023, showing a reduction of 14.4%[19][21]. - The total financial expenses decreased to HKD 1,402,000 from HKD 1,616,000, indicating a reduction in borrowing costs[30]. - Employee costs decreased to approximately HKD 14,550,000 from approximately HKD 15,240,000 in 2023, primarily due to improved resource allocation efficiency[74]. Investment and Financing - The group’s investment in listed equity securities included three Hong Kong listed companies, with a total investment cost of approximately HKD 172,203,000[63]. - The group’s major investment in 康宏環球控股有限公司 represented 2.34% of the issued share capital, with a fair value of approximately HKD 15,701,000[63]. - The group has adopted a cautious treasury policy, primarily relying on internally generated resources and equity or debt financing for operational and business development[92]. - The group has established a comprehensive liquidity risk management system to manage its short-term, medium-term, and long-term funding needs[86]. Operational Developments - The company is focusing on integrating VR, augmented reality, and AI into its educational offerings to expand into larger markets and new segments[83]. - The development of the AI-driven platform "EduGPT" aims to enhance learning experiences and efficiency for students, reflecting the company's commitment to cutting-edge AI educational solutions[84]. - The group aims to promote AI-enabled educational reforms and innovations, enhancing the quality and efficiency of education[85]. - The group has expanded collaborations with various stakeholders in the education sector in China, including Shenzhen Futian District Education Science Research Institute[85]. Governance and Compliance - The company has adopted the corporate governance code and confirmed compliance with all relevant provisions during the period, except for certain vacancies in key positions since November and December 2017[108]. - The audit committee has reviewed the accounting principles and internal controls during the period[117]. - The board believes that the risks faced by directors are manageable, and the benefits of insurance do not outweigh the costs[109]. Legal and Regulatory Matters - Ongoing litigation involving Fastek Investments Limited is still in the preliminary stages, and the board considers it too early to assess any potential outcomes or financial impacts[114]. - No significant events affecting the company have occurred since the end of the reporting period[116].

Financial Performance - For the year ended June 30, 2024, the Group recorded revenue of approximately HK$122.32 million, representing an increase of approximately 4.00% compared to HK$117.61 million in 2023[8]. - Loss attributable to owners of the Company for the Year amounted to approximately HK$27.56 million, a slight improvement from a loss of approximately HK$28.54 million in 2023[8]. - Revenue from private educational services amounted to approximately HK$30.52 million, an increase of approximately 12.00% from HK$27.13 million in 2023[10]. - Revenue from secondary tutoring services was approximately HK$0.96 million, representing an increase of approximately 7.87% compared to HK$0.89 million in 2023[11]. - Revenue generated from directly-owned education centres was approximately HK$23.78 million, reflecting an increase of approximately 17.55% from HK$20.23 million in 2023[13]. - Revenue from STEAM education services was approximately HK$1.88 million, a slight increase of approximately 2.73% from HK$1.83 million in the previous year[17]. - Revenue contributed from franchised centres remained stable at approximately HK$3.90 million, compared to approximately HK$4.08 million in 2023[13]. - The Group generated approximately HK$2.26 million from VR product sales and related services, and approximately HK$87.10 million from gaming product sales in the year, compared to HK$4.82 million and HK$83.99 million in 2023, respectively[22]. - The Group's loan interest income from the money lending business increased to approximately HK$2.44 million, up from approximately HK$1.67 million in the previous year[57]. - Other income, gains, and losses recorded a net gain of approximately HK$8.00 million, significantly higher than the net gain of approximately HK$1.06 million in the previous year[58]. Financial Position - As of June 30, 2024, the Group's total cash and cash equivalents amounted to approximately HK$8.65 million, down from approximately HK$13.86 million in 2023[75]. - The current ratio improved to approximately 6.04 times as of June 30, 2024, compared to approximately 2.42 times in 2023[75]. - Interest-bearing other borrowings amounted to approximately HK$17.00 million as of June 30, 2024, down from approximately HK$21.06 million in 2023[77]. - The gearing ratio decreased to approximately 24.16% as of June 30, 2024, from approximately 33.15% in 2023[78]. - As of June 30, 2024, the total amount of outstanding loans receivable was approximately HK$4,460,000, an increase from HK$3,520,000 in 2023, with a recognized impairment loss of approximately HK$940,000 for the year[86]. - The Group's financial assets at fair value through profit or loss (FVPL) decreased to approximately HK$40.80 million from HK$65.56 million in the previous year, reflecting a loss in fair value change of approximately HK$17.41 million[37]. - The total fair value loss for the year on financial assets at FVPL was approximately HK$14.77 million, with listed equity securities contributing a loss of HK$10.88 million[45]. Investment Activities - The Group participated in the stock market by acquiring listed securities from 8 companies and disposing of securities from 22 companies during the year[37]. - Significant investments included listed equity securities valued at HK$40.55 million, which accounted for 10.45% of the Group's audited total assets as of June 30, 2024[42]. - The Group's investment portfolio includes unlisted equity funds valued at HK$11.02 million, representing 5.90% of the Group's audited total assets[42]. - The Group's investment strategy focuses on long-term holding of Convoy shares due to limited liquidity following the cancellation of Convoy's listing status[55]. - The Group remains open to exploring various exit options for its investment in Convoy, including private sales or potential relisting opportunities[52]. Operational Highlights - The Group had 8 directly-owned education centres and 26 franchised centres as of June 30, 2024, with approximately 16,300 course enrolments recorded[13]. - The Group launched online classes and other online learning modes to enhance educational service delivery[10]. - The Group's strategic focus includes expanding its STEAM education offerings in response to the rising demand in Hong Kong[21]. - The Group plans to introduce its AI-assisted education platform and various innovative education technologies into China through collaboration with major industry leaders[72]. - The Group aims to diversify its business and provide more professional education support to both retail clients and corporations[73]. Employee and Management - The Group had a total of 94 full-time employees as of June 30, 2024, compared to 88 employees as of June 30, 2023, indicating a growth in workforce[89]. - The Group's employee remuneration packages are competitive and include discretionary bonuses and share options based on performance[89]. - The Group is committed to training its staff and providing a rewarding career path, recognizing employees as valuable assets[133]. - Employee emoluments are determined based on merit, qualifications, and market statistics[191]. Risks and Challenges - The Group faces sourcing risk, relying on tutors for quality tutoring services, which may impact business if contracts are not renewed[110]. - Business interruption risk is present due to reliance on education center leases, which may not be renewed, affecting service delivery[115]. - The private tutoring industry is highly competitive, with a decrease in student numbers and an increase in small tutoring centers intensifying market competition[116]. - The Group is aware of infringement risks related to intellectual property rights and will update internal policies to comply with legal requirements[117]. - The Group's management is focused on recruiting new quality tutors to reduce revenue concentration from existing tutors[110]. Compliance and Governance - The Group has complied with various laws and regulations, including those related to employment, privacy, and education, to safeguard employee interests and ensure operational compliance[131][129]. - The Company has received annual confirmations of independence from its independent non-executive directors, affirming their independent status[168]. - The Group emphasizes the importance of long-term relationships with suppliers to ensure sustainable business development[145]. - The Group's financial risk management objectives and policies are detailed in the consolidated financial statements[121][124]. Dividend and Shareholder Information - The Group does not recommend the payment of a final dividend for the Year, consistent with the previous year[141]. - The Directors' service contracts have fixed terms, with Mr. Yip Kai Pong and Ms. Leung Sze Ki having terms commencing on April 15, 2024, and January 20, 2023, respectively[173]. - As of June 30, 2024, the total number of shares issued was 608,046,880[180]. - Yip Kai Pong holds a long position of 5,808,000 ordinary shares, representing approximately 0.96% of the issued share capital[174]. - Bradbury Investment Fund (SPC) Limited holds 175,872,000 ordinary shares, accounting for approximately 28.92% of the issued share capital[186]. - Bradbury Private Investment IX Inc. owns 82,704,000 ordinary shares, which is about 13.60% of the issued share capital[186].

Financial Performance - The group recorded revenue of approximately HKD 122,320,000 for the year ended June 30, 2024, representing an increase of about 4.00% compared to HKD 117,610,000 in the previous fiscal year[1]. - The loss attributable to the owners of the company was approximately HKD 27,560,000, a slight improvement from a loss of HKD 28,540,000 in 2023[1]. - The group reported a pre-tax loss of HKD 20,972,000, an improvement from a pre-tax loss of HKD 27,205,000 in 2023[2]. - The group reported total revenue of HKD 122.318 million, with significant contributions from VR and digital entertainment at HKD 89.358 million[17]. - The company reported a net loss of HKD 7,996,000 for other income, gains, and losses in 2024, compared to a net gain of HKD 1,063,000 in 2023[27]. - The company recorded a fair value loss of HKD 17,408,000 in 2024, compared to a loss of HKD 13,983,000 in 2023, indicating a worsening in financial performance[24]. - The company reported a pre-tax loss of HKD 27,558,000 for 2024, compared to a loss of HKD 28,541,000 in 2023, indicating a slight improvement in performance[33]. Revenue Breakdown - Revenue from private education services was HKD 30,524,000, up from HKD 27,125,000 in 2023, marking an increase of approximately 8.84%[2]. - Revenue from virtual reality (VR) and digital entertainment services was HKD 89,358,000, slightly up from HKD 88,813,000 in the previous year[2]. - Revenue from STEAM education services was approximately HKD 1,880,000, a slight increase of about 2.73% from HKD 1,830,000 in the previous fiscal year[48]. - Revenue from VR product sales and related services was approximately HKD 2,260,000, while game product sales generated approximately HKD 87,100,000, compared to HKD 4,820,000 and HKD 83,990,000 in 2023 respectively[48]. - Revenue from major clients for the year ending June 30, 2024, includes Client A at HKD 79,395,000, a significant increase from HKD 39,671,000 in 2023[25]. - Total revenue from major services for the year ending June 30, 2024, reached HKD 122,318,000, up from HKD 117,612,000 in 2023, reflecting a growth of approximately 4.8%[26]. Assets and Liabilities - The current ratio was approximately 6.04 times, while the debt-to-equity ratio was about 24.16% as of June 30, 2024[1]. - Total assets less current liabilities amounted to HKD 129,590,000, compared to HKD 116,123,000 in the previous year[5]. - The net asset value attributable to the owners of the company was HKD 104,630,000, down from HKD 111,608,000 in 2023[5]. - The group’s total liabilities decreased from HKD 53,354,000 in 2023 to HKD 17,898,000 in 2024[4]. - The group's total assets amounted to HKD 123.890 million, with liabilities of HKD 38.002 million as of June 30, 2024[22]. - The capital debt ratio as of June 30, 2024, was approximately 24.16%, down from 33.15% in 2023[68]. Expenses and Costs - Total employee costs increased to HKD 30,576,000 in 2024 from HKD 27,058,000 in 2023, reflecting a rise of approximately 18.5%[31]. - Financial expenses for the year ending June 30, 2024, totaled HKD 2,781,000, an increase from HKD 2,103,000 in 2023, representing a rise of approximately 32.2%[30]. - Depreciation expenses for property, plant, and equipment amounted to HKD 1,042,000 in 2024, compared to HKD 899,000 in 2023, reflecting an increase of approximately 15.9%[24]. - Marketing expenses decreased significantly by approximately HKD 1,090,000 or 28.68% to about HKD 2,710,000, primarily due to the absence of a one-time collaboration with a YouTube channel in the previous fiscal year[63]. - Other operating expenses decreased by approximately HKD 2,400,000 or 22.04% to about HKD 8,500,000, mainly due to reduced business hospitality expenses and transaction fees[64]. Corporate Governance and Compliance - The company has complied with the corporate governance code, although there are vacancies for the CEO and Chairman positions since November and December 2017, respectively[83]. - The board of directors only held two regular meetings during the year, which is below the recommended frequency of at least four meetings[84]. - The company’s auditors have reviewed the consolidated financial statements for the year, ensuring compliance with accounting principles[88]. Future Outlook and Strategy - The group plans to introduce its AI-assisted education platform in China, capitalizing on the growing demand for digital and intelligent education[67]. - The group aims to diversify its business and provide more professional educational support to retail customers and enterprises[67]. - The group anticipates that the application of new and revised Hong Kong Financial Reporting Standards will not have a significant impact on the consolidated financial statements in the foreseeable future[14]. Credit and Loan Management - The company expects to maintain strict control over its outstanding loans, with interest rates ranging from 9% to 15%[39]. - The company actively monitors repayment records and engages with clients regarding overdue payments, taking legal action when necessary[53]. - Hanfu's total loans as of June 30, 2024, amounted to HKD 28,327,000, with secured loans accounting for 17.65% and unsecured loans for 82.35%[55]. - The company reported a significant increase in overdue loans, with total overdue loans amounting to approximately HKD 4,460,000 as of June 30, 2024, compared to HKD 3,520,000 in 2023[56]. - The company has recognized additional impairment losses of approximately HKD 998,000 for the current year, compared to HKD 22,000 in 2023[56].

Financial Performance - The Group recorded revenue of approximately HK$67.4 million for the six months ended 31 December 2023, representing an increase of approximately 39.5% compared to approximately HK$48.3 million for the corresponding period in 2022[5]. - The Group reported a loss of approximately HK$16.1 million for the six months ended 31 December 2023, compared to a loss of approximately HK$5.9 million in 2022[5]. - The loss before tax for the period was HK$15,229,000, compared to a loss of HK$5,872,000 in the previous year, indicating a significant increase in losses[126]. - The total comprehensive expense for the period amounted to HK$16,062,000, which is a substantial increase from HK$5,872,000 in the prior year[126]. - The loss attributable to owners of the Company for the Period was approximately HK$16.5 million, an increase from approximately HK$6.5 million in 2022, with loss per share at HK cents 2.73 compared to HK cents 1.08 in 2022[80]. - The Group's financial performance reflects ongoing challenges, with a significant increase in losses year-over-year, necessitating a review of operational strategies[192]. Revenue Breakdown - Revenue from primary tutoring services, skill courses, and test preparation courses was approximately HK$14.9 million, an increase of approximately 14.6% from approximately HK$13.0 million in the same period of 2022[11]. - Revenue from gaming product sales increased significantly to approximately HK$49.6 million, compared to approximately HK$30.0 million in 2022[13]. - Revenue from secondary tutoring services increased to approximately HK$0.6 million, or 38.1%, compared to approximately HK$0.4 million in the corresponding period in 2022[63]. - Revenue from the trading of gaming products increased to approximately HK$49.6 million, or 65.3%, compared to approximately HK$30.0 million in the corresponding period in 2022[70]. - Revenue from VR product sales and related services was approximately HK$1.2 million, a decrease from approximately HK$3.5 million in 2022[13]. - Revenue from STEAM education services was approximately HK$0.7 million, down from approximately HK$0.9 million in 2022[13]. Expenses and Costs - Staff costs increased to approximately HK$15.2 million during the Period from approximately HK$13.4 million for the corresponding period in 2022, mainly due to an increase in headcount[66]. - Other operating expenses decreased by approximately HK$0.8 million or 15.8% compared to the corresponding period in 2022, mainly due to a decrease in various operating expenses[77]. - The Group recorded loan interest income from the money lending business of approximately HK$1.0 million, representing an increase of approximately 11.1% compared to approximately HK$0.9 million in the corresponding period in 2022[64]. - The Group's marketing expenses decreased slightly to approximately HK$1.7 million during the Period from approximately HK$2.3 million for the corresponding period in 2022[72]. - Tutor contractor fees decreased slightly to approximately HK$1.38 million during the Period from approximately HK$1.44 million for the corresponding period in 2022[71]. Assets and Liabilities - The total loan balance as of December 31, 2023, was HK$26.317 million, with 9 borrowers in total[34]. - The total amount of interest-bearing borrowing decreased to approximately HK$14.0 million as of December 31, 2023, from approximately HK$21.1 million on June 30, 2023[90]. - The total liabilities of the Group as of December 31, 2023, were HK$56,333,000, with segment liabilities for private educational services at HK$14,321,000[166]. - The Group's total balance of cash and cash equivalents as of December 31, 2023, was approximately HK$18.4 million, up from approximately HK$13.9 million on June 30, 2023[89]. - The company's net assets as of December 31, 2023, were HK$106,441,000, down from HK$112,223,000, indicating a decrease of approximately 5.1%[129]. Credit and Loan Management - The Group adopted expected credit loss allowances (ECLs) based on future macroeconomic conditions and borrowers' creditworthiness, considering both quantitative and qualitative historical information[29]. - The five largest loan and interest receivables accounted for approximately HK$22.5 million (84.5%) of total receivables, with the largest customer representing approximately HK$7.1 million (26.6%) [36]. - The maturity profile of loan receivables shows that as of December 31, 2023, HK$4.988 million (0-90 days) and HK$17.025 million (181-365 days) were outstanding [36]. - China Rich conducts ongoing reviews of repayment records and loan portfolios, particularly for past due accounts, and may take legal action if necessary [24]. - The internal credit assessment process includes verification of identity documents, income proof, collateral valuation, and authenticity checks [23]. Investments and Securities - The Group's financial assets at fair value through profit or loss (FVPL) had a fair value of approximately HK$46.0 million as of December 31, 2023, with a loss on change in fair value of approximately HK$8.3 million for the period[38][40]. - Significant investments included Convoy Global Holdings Limited, which accounted for 10.07% of the Group's total assets as of December 31, 2023[41]. - The net unrealized fair value loss for listed equity securities was approximately HK$6.1 million for the period[46]. - The Group disposed of listed equity securities in 12 companies and acquired listed equity securities in 3 companies during the period[38][40]. - The investment in securities segment reported a loss of HK$6,456,000 for the six months ended December 31, 2023[158]. Corporate Governance and Compliance - The financial statements were prepared in accordance with HKAS 34 "Interim Financial Reporting," ensuring compliance with relevant accounting standards[142]. - The company has not experienced significant changes in accounting policies for the period presented, maintaining consistency with the previous year's audited financial statements[143]. - The Board does not recommend the payment of an interim dividend for the period, consistent with the previous year where no dividend was declared[196]. - The Group has not made any provision for Hong Kong Profits Tax for the six months ended December 31, 2023, due to the absence of assessable profits[188]. Future Outlook and Strategy - The Group aims to explore more business sectors and provide professional education support to both retail clients and corporations[87]. - The Group has developed the AI Generative Pre-trained Transformer platform, "EduGPT," to provide AI-powered learning experiences and solutions in the STEAM education sector[82].

Revenue Performance - Revenue from private education services reached HKD 15,570,000, an increase of 12% compared to HKD 13,903,000 in the same period last year[12]. - Interest income from lending was HKD 1,034,000, up 16% from HKD 893,000 year-on-year[12]. - Revenue from VR and digital entertainment trade and services amounted to HKD 50,792,000, representing a significant increase of 52% from HKD 33,491,000 in the previous year[12]. - The total revenue for the six months ended December 31, 2023, was HKD 67,396,000, compared to HKD 48,287,000 for the same period in 2022, marking a growth of 39%[12]. - The group recorded revenue of approximately HKD 67.4 million for the six months ended December 31, 2023, an increase of about 39.5% compared to approximately HKD 48.3 million for the same period in 2022[24]. - Total revenue from primary education services reached approximately HKD 14,900,000 for the six months ended December 31, 2023, representing a 14.6% increase compared to approximately HKD 13,000,000 for the same period in 2022[115]. - Revenue from gaming product trading increased to approximately HKD 49.6 million, a 65.3% increase from HKD 30 million in the same period last year[158]. - Revenue from primary tutoring services rose to approximately HKD 15 million, an 11.9% increase from HKD 13.4 million in the previous year[162]. Financial Losses - The net loss before tax for the period was HKD 15,229,000, compared to a loss of HKD 5,872,000 in the previous year[12]. - The group reported a loss of approximately HKD 16.1 million for the six months ended December 31, 2023, compared to a loss of approximately HKD 5.9 million in 2022[24]. - The company reported a loss attributable to shareholders of HKD 16,453,000 for the six months ended December 31, 2023, compared to a loss of HKD 6,460,000 for the same period in 2022, representing a significant increase in losses[91]. - The group recorded a net loss of approximately HKD 2.7 million in other income, compared to a net gain of HKD 4.8 million in the previous year[163]. Assets and Liabilities - Total assets as of December 31, 2023, were HKD 124,118,000, a decrease from HKD 129,164,000 as of June 30, 2023[20]. - Trade and other receivables increased to HKD 34,437,000 from HKD 32,554,000, reflecting a growth of 6%[20]. - Cash and cash equivalents rose to HKD 18,427,000, up from HKD 13,862,000, indicating a 33% increase[20]. - The company reported a decrease in total liabilities from HKD 53,354,000 to HKD 52,638,000, a reduction of approximately 1.3%[20]. - The group’s total equity as of December 31, 2023, was HKD 106.4 million, down from HKD 112.2 million in 2022[29]. - Total assets increased to HKD 169,477 thousand as of December 31, 2023, up from HKD 162,774 thousand[67]. - Total liabilities decreased to HKD 57,254 thousand as of December 31, 2023, compared to HKD 56,333 thousand[67]. - The company reported trade payables of HKD 11,408,000 as of December 31, 2023, down from HKD 16,566,000 as of June 30, 2023, indicating improved cash flow management[107]. - The total amount of receivables, net of impairment losses, increased to HKD 22,013,000 as of December 31, 2023, compared to HKD 13,976,000 as of June 30, 2023[110]. Employee Costs and Subsidies - The company reported a total employee cost of HKD 15,238 thousand for the six months ended December 31, 2023, up from HKD 13,434 thousand in 2022[82]. - The company received government subsidies amounting to HKD 503 thousand in the previous year, which were not received in the current period[80]. - Employee costs increased from approximately HKD 13.4 million to HKD 15.2 million due to expansion in private tutoring services[164]. - The group had 98 full-time employees as of December 31, 2023, an increase from 88 full-time employees as of June 30, 2023[177]. Dividends and Share Options - The company did not recommend the payment of an interim dividend for the six months ended December 31, 2023, compared to no dividend in 2022[24]. - The company did not declare an interim dividend for the current period, consistent with the previous year[89]. - The total number of share options available for issuance under the 2020 share option scheme was 52,272,000 shares as of December 31, 2023, representing approximately 9% of the weighted average number of shares issued during the period[181]. Business Operations and Strategy - The company has maintained its accounting policies consistent with those applied in the audited financial statements for the year ended June 30, 2023[15]. - The company aims to leverage strong cash flow generated from its business to further expand its lending services[118]. - The company is focusing on the rising demand for STEAM education services in Hong Kong, particularly with the emergence of Web 3.0 concepts[116]. - The group aims to expand its business into new areas, providing more professional educational support for retail customers and enterprises[160]. - The group has developed an AI platform named "EduGPT" to provide AI-based learning experiences and solutions for schools, enhancing its position in the STEAM education sector[189]. Investment and Market Conditions - The group recorded a fair value loss of approximately HKD 8,300,000 on financial assets measured at fair value through profit or loss during the period[138]. - The group has made significant investments in three listed companies and sold shares in twelve listed companies during the period[138]. - The group’s investment portfolio included significant investments that accounted for 5% or more of total assets as of December 31, 2023[147]. - The group’s impairment provisions are based on future macroeconomic conditions and the creditworthiness of borrowers[135]. Loans and Credit Risk Management - As of December 31, 2023, the total outstanding loans amounted to HKD 26,317,000, with 81% being unsecured loans[126]. - The company reported a total of 9 borrowers as of December 31, 2023, with secured loans accounting for 19% of the total loan principal[126]. - The company has implemented online courses and other online learning models to keep students on track with their studies[115]. - The company has maintained strict control over its outstanding loans, with interest rates ranging from 9% to 15% as of December 31, 2023[110]. - The company is focused on reducing credit risk through careful evaluation of borrowers and their financial conditions[102].

Contents 目錄 | CORPORATE INFORMATION | 公司資料 | 2 | | --- | --- | --- | | MANAGEMENT DISCUSSION AND ANALYSIS | 管理層討論及分析 | 4 | | PROFILES OF DIRECTORS AND SENIOR MANAGEMENT | 董事及高級管理層履歷 | 21 | | REPORT OF THE DIRECTORS | 董事會報告 | 23 | | CORPORATE GOVERNANCE REPORT | 企業管治報告 | 39 | | ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT | 環境、社會及管治報告 | 56 | | INDEPENDENT AUDITOR'S REPORT | 獨立核數師報告 | 93 | | CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND | 綜合損益及其他全面收益表 | | | OTHER COMPREHENSIVE INCOME | | 106 | | CONSOLIDATED ST ...

Financial Performance - The company recorded revenue of approximately HKD 117,610,000 for the year ended June 30, 2023, an increase of about 30.61% compared to HKD 90,050,000 in the previous fiscal year[2]. - The loss attributable to the owners of the company was approximately HKD 28,540,000, an improvement from a loss of HKD 32,890,000 in 2022[2]. - The company reported a consolidated loss attributable to owners of HKD 28,541,000 for the year ended June 30, 2023, compared to a loss of HKD 32,892,000 for the previous year, representing a decrease of approximately 10.2%[38]. - For the period ending June 30, 2023, the total revenue was HKD 117,612,000, an increase of 30.7% compared to HKD 90,048,000 in 2022[133]. - The group reported a loss attributable to owners of approximately HKD 28,540,000, an improvement from a loss of approximately HKD 32,890,000 in the previous year[192]. Revenue Segmentation - Revenue from private education services was HKD 27,125,000, while revenue from VR and digital entertainment was HKD 88,813,000, up from HKD 60,475,000 in the previous year[12]. - The company’s revenue from private education services was HKD 27,125,000, while revenue from digital entertainment reached HKD 88,813,000, contributing to a total revenue of HKD 117,612,000[53]. - The revenue from the STEAM education services and VR and digital entertainment segments included approximately HKD 83,990,000 from game product trading, an increase from approximately HKD 54,040,000 in the previous year[181]. - Customer A's revenue increased significantly to HKD 39,671,000 in 2023 from HKD 11,625,000 in 2022, indicating a growth of 241%[83]. Financial Position - The current ratio as of June 30, 2023, was 2.42, while the debt-to-equity ratio was 33.15%[2]. - Total assets increased to HKD 129,164,000 in 2023 from HKD 123,763,000 in 2022, reflecting a growth of about 4.3%[41]. - The company’s total equity decreased to HKD 112,223,000 as of June 30, 2023, from HKD 146,430,000 in 2022, reflecting a decline of 23.3%[136]. - The total amount of outstanding loans and interest as of June 30, 2023, was approximately HKD 3,519,000, a decrease of 66.7% from HKD 10,567,000 in 2022[115]. Expenses and Costs - The company's total employee costs decreased to HKD 27,058,000 in 2023 from HKD 45,975,000 in 2022, reflecting a significant reduction in expenses[65]. - Marketing expenses increased dramatically by approximately HKD 3,010,000 or about 382.34% to approximately HKD 3,800,000, mainly due to the expansion of various marketing activities, including collaboration with a YouTube channel[164]. - Other operating expenses rose by approximately HKD 3,000,000 or about 37.93%, primarily due to increased business entertainment expenses of approximately HKD 1,090,000 compared to the previous fiscal year[166]. - The group recorded financial costs of approximately HKD 2,100,000 for the year, compared to HKD 950,000 in 2022, attributed to lease liabilities and other borrowings[167]. Asset Management - The company’s cash and cash equivalents decreased to HKD 13,862,000 from HKD 14,512,000, a decline of about 4.5%[41]. - The company’s cash and cash equivalents, excluding bank balances, were reported at HKD 111,608,000, down from HKD 145,801,000 in the previous year[136]. - The company’s interest income from loans decreased to HKD 1,674,000 in 2023 from HKD 3,245,000 in 2022, a decline of 48.3%[133]. - The company’s interest income from bank deposits was HKD 4,000 in 2023, compared to no income in the previous year, indicating a potential improvement in cash management[62]. Impairment and Losses - The impairment loss on trade receivables was HKD 3,925,000 for the year ended June 30, 2023, compared to HKD 1,737,000 in the previous year, indicating an increase in credit risk[62]. - The company reported a significant increase in the impairment loss on other receivables amounting to HKD 4,000,000 in 2023, with no such loss reported in the previous year[62]. - The total amount of overdue and impaired receivables as of June 30, 2023, was approximately HKD 3,520,000, down from approximately HKD 10,570,000 in 2022, with a reversal of impairment losses of approximately HKD 7,050,000 recognized during the year[159]. Strategic Focus and Future Plans - The company is evaluating the impact of new accounting standards on its financial statements, indicating a proactive approach to compliance and reporting[24]. - The group aims to expand its business into larger markets and new segments by integrating traditional learning with technology-based learning, enhancing overall effectiveness for students and the company[168]. - The group is committed to becoming a comprehensive education service provider by diversifying and expanding its business in the education sector, responding flexibly to market dynamics and opportunities[168]. - The group anticipates synergistic effects and complementary benefits from new learning models and its diversified business approach, aiming to provide more professional educational support to retail customers and enterprises[168].

Revenue Performance - The Group recorded revenue of approximately HK$48.3 million, representing an increase of approximately 14.7% compared to approximately HK$42.1 million for the corresponding period in 2021[2]. - Revenue from secondary tutoring services, English language training, and test preparation courses was approximately HK$13.0 million, a decrease of approximately 18.2% from approximately HK$15.9 million for the corresponding period in 2021[16]. - Revenue from VR product trading and related services was approximately HK$3.5 million, up from approximately HK$2.8 million in 2021[19]. - STEAM education services generated revenue of approximately HK$0.9 million, an increase from approximately HK$0.2 million in 2021[19]. - Revenue from trading gaming products was approximately HK$30.0 million, compared to approximately HK$21.9 million in 2021[19]. - Revenue from secondary tutoring services decreased to approximately HK$436,000, representing a decline of approximately 35.8% compared to approximately HK$679,000 in the corresponding period in 2021[84]. - Revenue from English language training and test preparation courses increased to approximately HK$85,000, reflecting an increase of approximately 165.6% compared to approximately HK$32,000 in the corresponding period in 2021[84]. - The Group's total revenue for the period was approximately HK$48.3 million, an increase of approximately 14.7% from approximately HK$42.1 million in the corresponding period in 2021[86]. - Trading of VR products and related services saw revenue rise to approximately HK$3.5 million, marking a 25.0% increase from approximately HK$2.8 million in the corresponding period in 2021[87]. - Revenue from trading of gaming products increased to approximately HK$30.0 million, representing a growth of 37.0% compared to approximately HK$21.9 million in the corresponding period in 2021[105]. Financial Performance - The Group incurred a loss of approximately HK$5.9 million for the six months ended December 31, 2022, compared to a loss of approximately HK$4.8 million in 2021[30]. - Loss attributable to owners of the Company for the Period was approximately HK$6.5 million, compared to approximately HK$4.6 million in 2021, with loss per share remaining at approximately HK$0.01[113]. - Loss before tax for the period was HK$5,872,000, compared to a loss of HK$4,760,000 in the prior year, indicating a 23.3% increase in losses[196]. - Total comprehensive expense for the period was HK$5,872,000, compared to HK$4,759,000 in the previous year, representing a 23.3% increase[196]. - Other income, gains, and losses recorded a net gain of approximately HK$4.8 million, up from approximately HK$1.4 million in 2021, mainly due to a reversal of impairment loss on loan receivables[129]. - Other income recorded a net gain of approximately HK$4.8 million, up from approximately HK$1.4 million in 2021, primarily due to a reversal of impairment losses on receivables of about HK$3.8 million[134]. Cash Flow and Liquidity - The Group's cash and cash equivalents at the end of the period were approximately HK$28.4 million, up from HK$21.5 million at the beginning of the period[59]. - The current ratio decreased to approximately 3.2 times as of December 31, 2022, down from approximately 7.6 times as of June 30, 2022[27]. - The total amount of interest-bearing borrowing was HK$22.0 million, all due within one year, compared to HK$nil on June 30, 2022[146]. - The Group's total gross loan and interest receivables amounted to approximately HK$22.4 million, down from approximately HK$30.0 million as of June 30, 2022[46]. - The Group maintained strict control over its receivables, assessing credit risk due to adverse financial conditions caused by the COVID-19 pandemic[47]. - The Group has established appropriate liquidity risk management systems to manage its short, medium, and long-term funding needs[172]. Business Strategy and Operations - The Group operates one learning center under the "Modern Education" brand and seven directly-owned education centers along with 29 franchised centers under the "Modern Bachelor Education" brand[4]. - The Group has adopted a hybrid learning model combining in-person and remote learning to accommodate students not comfortable returning to campus[16]. - The management believes in "from crisis comes opportunity" and is actively exploring market opportunities to enhance resource deployment and introduce online classes[17]. - The Group has developed a hybrid business model in the education industry, integrating metaverse experiences with traditional learning[8]. - The introduction of the UFO Group aims to enhance the Group's education services by adopting new technologies such as Metaverse and Web 3.0, responding to market dynamics and opportunities[117]. - The introduction of VR, augmented reality, and artificial intelligence from the UFO Group is expected to enhance the Group's educational offerings and facilitate international market expansion[166]. - The Group plans to diversify its game product distribution and increase sales through e-commerce and esports events in the coming year[171]. Employee and Operational Costs - Staff costs decreased to approximately HK$13.4 million during the Period from approximately HK$14.3 million in the corresponding period in 2021, mainly due to a reduction in headcount[130]. - Tutor contractor fees increased slightly to approximately HK$1.4 million during the Period, attributed to higher enrollments in emerging STEAM educational services[131]. - Marketing expenses increased by approximately HK$1.7 million or approximately 278.6% compared to the corresponding period in 2021, primarily due to extended marketing activities[132]. - Other operating expenses increased by approximately HK$0.3 million or 7.6% compared to the corresponding period in 2021, mainly due to various operating expenses[112]. Financial Position and Ratios - The gearing ratio increased to approximately 25.4% as of December 31, 2022, compared to approximately 11.3% as of June 30, 2022[27]. - The Group's investment portfolio included listed securities in 13 companies and unlisted funds, with significant investments not exceeding 5% of total assets[49][68]. - The Group had no significant contingent liabilities as of December 31, 2022, and June 30, 2022[187]. - There were no capital expenditures contracted for but not provided in the financial statements as of December 31, 2022, and June 30, 2022[187]. - The Group maintained a prudent treasury policy, financing operations primarily through internally generated resources and equity or debt financing[175]. - The Group's income and expenditure are mainly denominated in Hong Kong dollars, minimizing foreign exchange exposure[32].

Financial Performance - For the year ended June 30, 2022, the Group recorded revenue of approximately HK$90.05 million, representing an increase of approximately 107.96% compared to HK$43.30 million in 2021[13]. - The loss attributable to owners of the Company for the year amounted to approximately HK$32.89 million, compared to a profit of approximately HK$3.62 million in 2021[13]. - The loss was mainly due to a one-off equity settled share-based transaction of approximately HK$19.06 million and an impairment loss on trade and loan receivables totaling approximately HK$6.20 million[13]. - Revenue from secondary tutoring services segment was approximately HK$1.20 million, representing a decrease of approximately 32.96% compared to HK$1.79 million in 2021[17]. - Revenue from English language training and test preparation courses was approximately HK$77,000, up from approximately HK$63,000 in 2021[19]. - Revenue from directly-owned education centers was approximately HK$19.86 million, reflecting an increase of approximately 26.50% compared to HK$15.70 million in the last financial year[25]. - Revenue from franchised centers remained stable at approximately HK$3.91 million, compared to approximately HK$3.98 million in 2021[25]. - The UFO Group generated revenue of approximately HK$6.43 million from VR products and related services, an increase from approximately HK$0.79 million in the previous year[30]. - Revenue from primary tutoring services, skill courses, and test preparation courses increased to approximately HK$23.77 million, representing a growth of approximately 20.82% from approximately HK$19.67 million in the last financial year[74]. - Revenue from STEAM education services, VR, and digital entertainment amounted to approximately HK$54.04 million from trading gaming products, with additional revenues of approximately HK$6.43 million from VR products and approximately HK$477,000 from STEAM education services[79][85]. Challenges and Risks - The COVID-19 pandemic has significantly impacted the operations of the Group's teaching centers, leading to several suspensions of face-to-face classes[17]. - The management anticipates ongoing challenges due to the pandemic but remains focused on adapting to the changing educational landscape[18]. - The private tutoring industry is highly competitive, with a decrease in student numbers and an increase in small-scale centers intensifying market competition[165]. - Business interruption risk exists due to reliance on rented education centers, with potential adverse effects if leases are not renewed[164]. - The Group recognizes the importance of intellectual property rights protection, with potential litigation risks affecting financial position and brand image[166]. - The Group's business operations are significantly affected by the COVID-19 pandemic, leading to mandatory or voluntary suspensions of education centres if any infections are detected among students or staff[171]. Investments and Acquisitions - The Group completed the acquisition of 60% of UFO Interactive Group Limited, expanding into the Virtual Reality and digital entertainment business[11]. - The Group held significant investments under financial assets at FVOCI, with Gransing Financial Group Limited representing 6.22% of the Group's audited total assets as at 30 June 2022[65]. - The Group acquired listed securities in 22 companies and disposed of securities in 11 companies during the year[50]. - The acquisition of UFO Group is expected to provide complementary effects, particularly in diversifying the company's business and enhancing new learning approaches[108]. Financial Position - The Group's total gross loan and interest receivables amounted to approximately HK$29.95 million, down from HK$42.49 million in 2021[36]. - The largest borrower accounted for approximately HK$10.89 million or 36.36% of the Group's total loan and interest receivables as of June 30, 2022[36]. - The Group recognized expected credit loss allowances on loan and interest receivables amounting to approximately HK$4.46 million, a decrease from HK$12.50 million in 2021[38]. - The annual interest rate of loans granted ranged from 9% to 15%, compared to 10% to 10.5% in the previous year[36]. - The outstanding principal amount of loan receivables as of June 30, 2022, is approximately HK$26.86 million, compared to approximately HK$38.40 million in 2021[49]. - The Group's financial assets at fair value through profit or loss (FVPL) have a fair value of approximately HK$59.27 million, with a loss of approximately HK$6.18 million due to market conditions[50]. - The Group's impairment loss on loans and interest receivables is approximately HK$4,460,000 for the year[49]. Operational Strategies - The Group has been exploring market opportunities to better deploy its resources and connect students with celebrity tutors in a new digital era[18]. - The Group plans to leverage VR, augmented reality, and artificial intelligence technologies from the UFO Group to enhance educational services and expand into international markets[101]. - The Group aims to minimize losses from its joint venture in early education due to adverse conditions caused by COVID-19 and will collaborate closely with partners to develop appropriate strategies[75]. - The Group will continue to seek new quality tutors to reduce revenue concentration from existing tutors[158]. - The Group plans to renew leases in prime locations timely and maintain a portfolio of potential premises for relocation[164]. Employee and Operational Management - The company has recognized an additional impairment loss of approximately HK$4.46 million for loan receivables for the year ended June 30, 2022, compared to approximately HK$12.50 million in 2021[115]. - The Group is committed to providing competitive remuneration packages and career development opportunities to attract and motivate employees[187]. - The Group emphasizes the importance of employee relationships and offers competitive compensation to attract and retain talent[191]. - The Group maintains long-standing relationships with suppliers, primarily tutors, to ensure business sustainability and quality[195]. - The Group has complied with various employment laws to safeguard the health and interests of its employees, ensuring a supportive working environment[185]. Compliance and Sustainability - The Group has taken measures to ensure compliance with regulatory requirements, including ongoing reviews of newly enacted laws and establishing internal control procedures[180]. - The Group is committed to environmental sustainability, implementing green office practices such as double-sided printing and reducing energy consumption[173]. - The Group maintains a proactive approach to environmental practices, integrating health and safety management into its operational processes[178]. - The Group is focused on minimizing the risk of non-compliance with laws that could adversely impact its financial position and business operations[183]. Charitable Activities and Dividends - The Group's charitable donations during the Year amounted to HK$15,000, an increase from HK$3,000 in 2021[197]. - The Board does not recommend the payment of a final dividend for the Year, consistent with 2021 where no dividend was paid[197].