[Financial Highlights](index=1&type=section&id=Financial%20Highlights) The company reported unaudited interim results for H1 2024, with revenue down 30.6% to HK$72,309 thousand, gross profit down 35.0% to HK$55,397 thousand, and loss attributable to owners narrowing to HK$5,130 thousand | Metric | | | For the six months ended June 30 | | | :--- | :--- | :--- | :--- | :--- | | | | | 2024 | 2023 | | Revenue | | HK$ thousand | 72,309 | 104,131 | | Gross profit | | HK$ thousand | 55,397 | 85,233 | | Loss before tax | | HK$ thousand | (5,130) | (14,290) | | Loss attributable to owners of the Company | | HK$ thousand | (5,130) | (12,327) | | Gross profit margin | | % | 76.6 | 81.9 | | Loss attributable to owners of the Company margin | | % | (7.1) | (11.8) | | — Loss per share | Basic and diluted | HK$ | (0.02) | (0.05) | [Condensed Consolidated Financial Statements](index=2&type=section&id=Condensed%20Consolidated%20Financial%20Statements) This section presents the unaudited condensed consolidated statement of profit or loss and other comprehensive income and financial position, showing decreased revenue, narrowed loss, and improved net liabilities [Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=2&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) This statement details the company's financial performance, showing revenue, cost of sales, gross profit, other income, expenses, and the resulting loss for the period | Metric | Note | For the six months ended | | | :--- | :--- | :--- | :--- | | | | June 30, 2024 (HK$ thousand) | June 30, 2023 (HK$ thousand) | | Revenue | 3 | 72,309 | 104,131 | | Cost of sales | | (16,912) | (18,898) | | **Gross profit** | | **55,397** | **85,233** | | Other income | | 2,463 | 2,004 | | Other gains and losses | 5 | (5,539) | (961) | | Selling and distribution costs | | (24,838) | (37,508) | | Administrative expenses | | (31,389) | (61,987) | | Finance costs | | (1,224) | (1,071) | | **Loss before tax** | 6 | **(5,130)** | **(14,290)** | | Taxation | 7 | — | — | | **Loss for the period** | | **(5,130)** | **(14,290)** | | Other comprehensive income | | | | | Exchange reserve released on deconsolidation of overseas subsidiaries | | 1,448 | — | | **Total comprehensive expense for the period** | | **(3,682)** | **(12,279)** | | Loss for the period attributable to: | | | | | Owners of the Company | | (5,130) | (12,327) | | Non-controlling interests | | — | (1,963) | | **Total** | | **(5,130)** | **(14,290)** | | Total comprehensive expense for the period attributable to: | | | | | Owners of the Company | | (3,682) | (11,011) | | Non-controlling interests | | — | (1,268) | | **Total** | | **(3,682)** | **(12,279)** | | Loss per share Basic and diluted (HK$) | 9 | (0.02) | (0.05) | [Condensed Consolidated Statement of Financial Position](index=4&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) This statement provides a snapshot of the company's assets, liabilities, and equity at the end of the reporting period, highlighting changes in financial position | Metric | Note | As at June 30, 2024 (HK$ thousand) | As at December 31, 2023 (HK$ thousand) | | :--- | :--- | :--- | :--- | | **Non-current assets** | | | | | Property, plant and equipment | | 26,071 | 27,758 | | Investment properties | | 2,100 | 2,100 | | Loan to an associate | | 5,757 | 5,236 | | Deferred tax assets | | 2,852 | 3,804 | | Deposits and prepayments for life insurance policies | | 1,944 | 1,930 | | Lease deposits and prepayments | | 3,568 | 4,474 | | **Total non-current assets** | | **42,292** | **45,302** | | **Current assets** | | | | | Inventories | | 15,149 | 13,324 | | Trade and other receivables | 10 | 20,382 | 23,494 | | Loan to an associate | | 38,765 | 38,765 | | Pledged time deposits | | 21,223 | 21,223 | | Bank balances and cash | | 38,074 | 40,002 | | **Total current assets** | | **133,593** | **136,808** | | **Current liabilities** | | | | | Trade and other payables | 11 | 108,544 | 131,424 | | Contract liabilities | | 70 | 151 | | Amounts due to related companies | | 7,863 | 10,449 | | Loan from a related company | | 10,692 | 10,692 | | Lease liabilities | | 14,243 | 14,845 | | Other borrowings — due within one year | | 15,000 | 15,000 | | Tax payable | | 275 | 178 | | **Total current liabilities** | | **156,687** | **182,739** | | **Net current liabilities** | | **(23,094)** | **(45,931)** | | **Total assets less current liabilities** | | **19,198** | **(629)** | | **Non-current liabilities** | | | | | Employee benefit obligations | | 1,665 | 1,665 | | Lease liabilities | | 11,224 | 13,878 | | **Total non-current liabilities** | | **12,889** | **15,543** | | **Net assets / (liabilities)** | | **6,309** | **(16,172)** | | **Capital and reserves** | | | | | Share capital | | 2,428 | 2,428 | | Reserves | | (4,389) | (707) | | **Equity attributable to owners of the Company** | | **(1,961)** | **1,721** | | Non-controlling interests | | 8,270 | (17,893) | | **Total equity** | | **6,309** | **(16,172)** | [Notes to the Condensed Consolidated Financial Statements](index=6&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) This section details the basis of preparation, accounting policies, segment information, revenue, taxation, loss per share, receivables/payables, and post-reporting events, including going concern uncertainties [1. Basis of Preparation](index=6&type=section&id=1.%20Basis%20of%20Preparation) This section outlines the accounting standards used for financial statement preparation, addresses issues of lost records, and discusses the company's going concern uncertainties - The consolidated financial statements are prepared in accordance with Hong Kong Financial Reporting Standards issued by the HKICPA, and include applicable disclosures required by the Listing Rules of the Stock Exchange of Hong Kong Limited and the Hong Kong Companies Ordinance[9](index=9&type=chunk) - After the retirement of former executive director Mr. Yang Jun, the company was unable to locate certain books, records, and supporting documents for Shang Ying International Group and Shang Ying Retail Group[10](index=10&type=chunk)[11](index=11&type=chunk) - For financial statement preparation, the directors decided to consolidate the carrying amounts of assets and liabilities, and the results and cash flow data of Shang Ying International Group and Shang Ying Retail Group for the six months ended June 30, 2023[12](index=12&type=chunk) - The company's shares have been suspended from trading since April 2, 2024, with limited working capital. The Group has entered into an agreement to dispose of its financial services business (Shang Ying Capital Group), but its books and records are considered inadequate[12](index=12&type=chunk)[13](index=13&type=chunk) - Shang Ying Internet Medical (Shanghai) Co., Ltd. had its bankruptcy liquidation application accepted on April 29, 2024, and a liquidator appointed on May 6, leading to the Company losing control and deconsolidating it from that date[14](index=14&type=chunk) - As of the end of the reporting period, the Group recorded a net loss of approximately **HK$5,130 thousand** (2023: HK$14,290 thousand), with current liabilities exceeding current assets by approximately **HK$23,094 thousand**, and total liabilities exceeding total assets by approximately **HK$998 thousand**[15](index=15&type=chunk) - The Board believes that, considering the **HK$50,000 thousand** financial support from non-executive director Mr. Zhang Mingqi and the derecognition of certain subsidiary liabilities, the Group will have sufficient working capital to continue as a going concern[15](index=15&type=chunk) - Despite these plans, the outcome of management's efforts to address significant doubts about the going concern ability remains uncertain, thus a material uncertainty exists regarding the Group's ability to continue as a going concern in the foreseeable future[16](index=16&type=chunk) [2. Principal Accounting Policies](index=9&type=section&id=2.%20Principal%20Accounting%20Policies) This section details the accounting policies applied in the condensed consolidated financial statements, including the adoption of new and revised HKFRSs - The condensed consolidated financial statements are prepared on a historical cost basis, using the same accounting policies and methods of computation as the 2023 annual financial statements, except for the application of certain revised Hong Kong Financial Reporting Standards[17](index=17&type=chunk) - Several revised Hong Kong Financial Reporting Standards were first applied in this interim period, including lease liabilities in sale and leaseback transactions and classification of liabilities as current or non-current, but had no significant impact on financial position or performance[18](index=18&type=chunk) - New and revised Hong Kong Financial Reporting Standards that have been issued but are not yet effective are listed, and are not expected to have a significant impact on the Group's current and prior period financial position, performance, and/or disclosures[19](index=19&type=chunk) [3. Revenue](index=11&type=section&id=3.%20Revenue) This section provides a breakdown of revenue by source, sales channel, and timing of recognition for the reporting periods Disaggregation of Revenue from Contracts with Customers | Revenue Source | June 30, 2024 (HK$ thousand) | June 30, 2023 (HK$ thousand) | | :--- | :--- | :--- | | Footwear products | 72,309 | 100,660 | | Health products | — | — | | Financial services | — | 3,369 | | Online medical services | — | 102 | | **Total** | **72,309** | **104,131** | Sales Channels | Sales Channel | June 30, 2024 (HK$ thousand) | June 30, 2023 (HK$ thousand) | | :--- | :--- | :--- | | Retail | 70,281 | 98,466 | | Wholesale | 2,028 | 2,194 | | Internet | — | 102 | | Corporate | — | 3,369 | | **Total** | **72,309** | **104,131** | Timing of Revenue Recognition | Timing of Recognition | June 30, 2024 (HK$ thousand) | June 30, 2023 (HK$ thousand) | | :--- | :--- | :--- | | At a point in time | 72,309 | 100,660 | | Over time | — | 3,471 | | **Total** | **72,309** | **104,131** | [4. Operating Segments](index=12&type=section&id=4.%20Operating%20Segments) This section presents financial information segmented by business activities and geographical regions, detailing external sales and segment results - The Group's reportable segments include trading of footwear products, trading of health products, financial services, and online medical services[25](index=25&type=chunk) Segment Revenue and Results for the Six Months Ended June 30, 2024 | Segment | External Sales (HK$ thousand) | Segment Results (HK$ thousand) | | :--- | :--- | :--- | | Trading of footwear products | 72,309 | 2,428 | | Trading of health products | — | — | | Financial services | — | — | | Online medical services | — | — | | **Total segments** | **72,309** | **2,428** | | Unallocated income | | 584 | | Unallocated expenses | | (8,142) | | **Loss before tax** | | **(5,130)** | Segment Revenue and Results for the Six Months Ended June 30, 2023 | Segment | External Sales (HK$ thousand) | Segment Results (HK$ thousand) | | :--- | :--- | :--- | | Trading of footwear products | 100,660 | (1,254) | | Trading of health products | — | (697) | | Financial services | 3,369 | 360 | | Online medical services | 102 | (4,457) | | **Total segments** | **104,131** | **(6,048)** | | Unallocated income | | 978 | | Unallocated expenses | | (9,220) | | **Loss before tax** | | **(14,290)** | Geographical Information | Region | June 30, 2024 (HK$ thousand) | June 30, 2023 (HK$ thousand) | | :--- | :--- | :--- | | Hong Kong | 64,592 | 95,061 | | Australia | — | — | | Macau | 7,717 | 8,968 | | Mainland China | — | 102 | | **Total** | **72,309** | **104,131** | [5. Other Gains and Losses](index=13&type=section&id=5.%20Other%20Gains%20and%20Losses) This section details the components of other gains and losses, including net exchange gains/losses and loss on deconsolidation of a subsidiary Other Gains and Losses | Item | June 30, 2024 (HK$ thousand) | June 30, 2023 (HK$ thousand) | | :--- | :--- | :--- | | Net exchange (gain) / loss | 7 | (961) | | Loss on deconsolidation of a subsidiary | (5,554) | — | | Gain on disposal of property, plant and equipment | 8 | — | | **Total** | **(5,539)** | **(961)** | [6. Loss Before Tax](index=14&type=section&id=6.%20Loss%20Before%20Tax) This section itemizes expenses and income deducted from or credited to loss before tax, such as depreciation and staff costs Items Deducted From / (Credited to) Loss Before Tax | Item | June 30, 2024 (HK$ thousand) | June 30, 2023 (HK$ thousand) | | :--- | :--- | :--- | | Depreciation of property, plant and equipment | 8,033 | 6,042 | | Premiums for life insurance policies | 15 | 13 | | Staff costs, including directors' emoluments | 21,608 | 39,130 | | Reversal of provision for inventories (credited to cost of sales) | (10,520) | (13,177) | | Cost of inventories recognised as an expense (including net reversal of provision for inventories) | 16,912 | 18,898 | [7. Taxation](index=14&type=section&id=7.%20Taxation) This section explains the tax treatment across different jurisdictions, noting no tax provision due to tax losses or lack of taxable profits - The Company, incorporated in the Cayman Islands, along with Group entities incorporated in the British Virgin Islands, had no taxable profits in either period[30](index=30&type=chunk) - Hong Kong profits tax is calculated under a two-tiered profits tax rate regime, but no provision for Hong Kong profits tax was made as the Group's carried forward tax losses were sufficient to offset estimated taxable profits for the current year[31](index=31&type=chunk) - No provision was made for Macau complementary tax, Taiwan income tax, and PRC enterprise income tax as the relevant entities had no taxable profits in either period[31](index=31&type=chunk)[32](index=32&type=chunk) [8. Dividends](index=15&type=section&id=8.%20Dividends) This section confirms that no dividends were paid, declared, or proposed during the interim period - No dividends were paid, declared, or proposed during the interim period, and the Board decided not to pay dividends for the interim period[33](index=33&type=chunk) [9. Loss Per Share](index=15&type=section&id=9.%20Loss%20Per%20Share) This section details the calculation of basic and diluted loss per share based on the loss attributable to owners and weighted average shares Loss Per Share Calculation | Metric | June 30, 2024 | June 30, 2023 | | :--- | :--- | :--- | | Loss for the period attributable to owners of the Company (HK$ thousand) | 5,130 | 12,327 | | Weighted average number of ordinary shares (thousand shares) | 242,845 | 242,845 | | **Basic and diluted loss per share (HK$)** | **(0.02)** | **(0.05)** | [10. Trade and Other Receivables](index=16&type=section&id=10.%20Trade%20and%20Other%20Receivables) This section outlines credit terms for sales and provides an aging analysis of trade receivables - Credit terms for retail sales of footwear products range from **30 to 60 days**, while for wholesale footwear products, trading of health products, and financial services, credit terms range from **30 to 90 days**[35](index=35&type=chunk) Aging Analysis of Trade Receivables | Aging | June 30, 2024 (HK$ thousand) | December 31, 2023 (HK$ thousand) | | :--- | :--- | :--- | | Within 30 days | 2,734 | 8,398 | | 31 to 60 days | 1,239 | 196 | | 61 to 90 days | — | 210 | | Over 90 days | 70 | — | | **Total** | **4,043** | **8,804** | [11. Trade and Other Payables](index=16&type=section&id=11.%20Trade%20and%20Other%20Payables) This section specifies the average credit period for trade payables and presents their aging analysis - The average credit period for trade payables is **30 days**[36](index=36&type=chunk) Aging Analysis of Trade Payables | Aging | June 30, 2024 (HK$ thousand) | December 31, 2023 (HK$ thousand) | | :--- | :--- | :--- | | Within 30 days | 1,709 | 2,769 | | 31 to 60 days | — | 215 | | 61 to 90 days | — | — | | Over 90 days | 1,700 | 1,677 | | **Total** | **3,409** | **4,661** | [12. Events After the Reporting Period](index=17&type=section&id=12.%20Events%20After%20the%20Reporting%20Period) This section details significant events occurring after the reporting period, including subsidiary bankruptcy liquidation and disposal agreements - Shang Ying Medical's bankruptcy liquidation application was accepted on April 29, 2024, and a liquidator was appointed on May 6, leading to the Company losing control over its assets and operations[37](index=37&type=chunk) - The Group completed the disposal of its subsidiary, Shang Ying International Group, to an independent third party in April 2025[37](index=37&type=chunk) - The Group entered into a sale and purchase agreement with an independent third party in September 2025 for the disposal of its subsidiary, Shang Ying Retail Group, which remains uncompleted as of the announcement date[38](index=38&type=chunk) - The Group entered into a sale and purchase agreement with an independent third party in September 2025 for the disposal of Shang Ying Capital Group, which remains uncompleted as of the announcement date[39](index=39&type=chunk) [Management Discussion and Analysis](index=18&type=section&id=Management%20Discussion%20and%20Analysis) This section reviews business performance and financial condition, noting declining footwear revenue and stagnant other services, outlining future strategies and challenges including going concern and foreign exchange risk [Business Review and Future Developments](index=18&type=section&id=Business%20Review%20and%20Future%20Developments) This section reviews the performance of various business segments, highlighting the decline in footwear revenue and stagnation in other services, along with future strategic focuses - During the reporting period, the footwear business accounted for **100%** of the Company's revenue, while health products and online medical services businesses remained stagnant[40](index=40&type=chunk) - Footwear business revenue was approximately **HK$72,300 thousand**, a **28.2% decrease** from the same period last year, primarily due to weak consumer sentiment and ongoing economic uncertainty[41](index=41&type=chunk) - Health products business segment revenue was **zero**, mainly due to business stagnation[42](index=42&type=chunk) - Financial services business revenue was **zero**, primarily due to business stagnation, and DSG Securities (Hong Kong) Limited has applied to reduce its Type 1 regulated activity[43](index=43&type=chunk) - Online medical services business revenue was **zero**, mainly due to business stagnation and Shang Ying Medical entering bankruptcy proceedings[44](index=44&type=chunk) - Moving forward, the company will focus more on diversifying footwear products, exploring potential business collaborations, and introducing new brands with growth potential and high gross margins; DSG Group will continue to focus on developing its financing advisory business and exploring new market opportunities, such as Singapore[45](index=45&type=chunk) [Financial Review](index=19&type=section&id=Financial%20Review) This section provides a detailed financial overview, including revenue, cost of sales, gross profit, and key expense items, noting a narrowed loss before tax - The Group's revenue for the reporting period was approximately **HK$72,300 thousand**, a decrease of approximately **30.6%** compared to the same period last year, mainly due to reduced footwear business revenue[46](index=46&type=chunk) - Footwear business revenue was approximately **HK$72,300 thousand**, a **28.2% decrease** from the same period last year, with Hong Kong retail points decreasing to **27** and Macau increasing to **3**[47](index=47&type=chunk) - Revenue from health products business, financial services business, and online medical services business was **zero**, primarily due to business stagnation[48](index=48&type=chunk)[49](index=49&type=chunk)[50](index=50&type=chunk) - Cost of sales was approximately **HK$16,900 thousand**, accounting for approximately **23.4%** of revenue, a decrease from the same period last year, mainly due to reduced footwear product revenue[51](index=51&type=chunk) - Gross profit was approximately **HK$55,400 thousand**, a decrease of approximately **35.0%** from the same period last year; gross profit margin was approximately **76.6%**, a decrease[52](index=52&type=chunk) - Staff costs were approximately **HK$21,600 thousand**, accounting for approximately **29.9%** of revenue, a decrease from the same period last year[53](index=53&type=chunk) - Depreciation accounted for approximately **11.1%** of revenue, an increase from approximately **5.8%** in the same period last year[54](index=54&type=chunk) - Finance costs were approximately **HK$1,200 thousand**, primarily comprising interest expenses arising from lease liabilities[55](index=55&type=chunk) - Loss before tax was approximately **HK$5,100 thousand**, a significant narrowing from approximately **HK$14,300 thousand** in the same period last year[56](index=56&type=chunk) [Liquidity and Financial Resources](index=21&type=section&id=Liquidity%20and%20Financial%20Resources) This section discusses the company's funding sources, including internal cash flow, bank borrowings, and shareholder support, along with cash and short-term liabilities - The Group funds its operations with internally generated cash flow, bank borrowings, and financial support from the Company's shareholders[57](index=57&type=chunk) - As at June 30, 2024, bank balances and cash were approximately **HK$38,100 thousand**, a decrease of approximately **4.8%** from December 31, 2023. Short-term other borrowings were approximately **HK$15,000 thousand**, and long-term lease liabilities were approximately **HK$11,200 thousand**[57](index=57&type=chunk) [Pledge of Assets](index=21&type=section&id=Pledge%20of%20Assets) This section identifies specific assets pledged as collateral for bank borrowings and financing facilities - As at June 30, 2024, investment properties, land and buildings, deposits and prepayments for life insurance policies, pledged time deposits, and land and buildings of related companies were pledged to secure bank borrowings and banking facilities granted to the Group[58](index=58&type=chunk) [Gearing Ratio](index=22&type=section&id=Gearing%20Ratio) This section presents the gearing ratio and explains its significant increase due to the reported loss Gearing Ratio | Metric | June 30, 2024 | December 31, 2023 | | :--- | :--- | :--- | | Gearing ratio (total liabilities divided by total equity) | 237.8% | -92.8% | - The gearing ratio increased significantly, primarily due to the Group recording a loss during the reporting period[59](index=59&type=chunk) [Material Investments Held, Material Acquisitions or Disposals of Subsidiaries, Associates and Joint Ventures](index=22&type=section&id=Material%20Investments%20Held%2C%20Material%20Acquisitions%20or%20Disposals%20of%20Subsidiaries%2C%20Associates%20and%20Joint%20Ventures) This section confirms the absence of material investments or significant acquisitions/disposals of subsidiaries, associates, or joint ventures during the reporting period - During the reporting period, the Group held no material investments, nor were there any material acquisitions or disposals of subsidiaries, associates, and joint ventures[60](index=60&type=chunk) [Treasury Policy](index=22&type=section&id=Treasury%20Policy) This section outlines the group's treasury policy aimed at controlling operations, reducing borrowing costs, and maintaining adequate cash levels - The Group's adopted treasury policy aims to improve control over its treasury operations and reduce borrowing costs, striving to maintain adequate levels of cash and cash equivalents[61](index=61&type=chunk) - The Board will consider various funding sources based on the Group's capital requirements to ensure financial resources are utilized in the most cost-effective and efficient manner, and will review and evaluate the treasury policy periodically[61](index=61&type=chunk) [Announcements Made Pursuant to Rule 3.7 of the Takeovers Code](index=22&type=section&id=Announcements%20Made%20Pursuant%20to%20Rule%203.7%20of%20the%20Takeovers%20Code) This section details announcements regarding the appointment of receivers over pledged shares and the subsequent cessation of their appointment - On May 7, 2020, the Company received a letter regarding the appointment of joint and several receivers and managers over **123,993,617 shares** of the Company (representing approximately **51.06%** of the issued shares) held by Shang Ying Financial Holdings Limited, and the receivers may seek potential buyers for the pledged shares[62](index=62&type=chunk) - According to the monthly update announcement on July 22, 2025, the receivers ceased to be joint and several receivers and managers of the pledged shares effective June 2, 2025, and the offer period ended on the same day, as the Company believed an offer for the pledged shares was unlikely to materialize soon[63](index=63&type=chunk) [Foreign Exchange Risk](index=23&type=section&id=Foreign%20Exchange%20Risk) This section discusses the group's exposure to foreign exchange fluctuations from sales and purchases denominated in various currencies - The Group's sales and purchases during the reporting period were largely denominated in HK$, RMB, MOP, SGD, EUR, USD, and AUD, exposing it to foreign exchange fluctuation risks[64](index=64&type=chunk) - RMB is not freely convertible, and the MOP currency market is relatively small and undeveloped, with future exchange rates potentially influenced by government control, economic developments, and geopolitical changes[64](index=64&type=chunk) - The Group manages its foreign currency risk by closely monitoring foreign currency exchange rate movements and had not entered into any foreign currency forward contracts to hedge foreign currency risk as at June 30, 2024[64](index=64&type=chunk) [Human Resources](index=23&type=section&id=Human%20Resources) This section provides information on employee numbers, remuneration policies, and staff training initiatives - As at June 30, 2024, the Group employed **114 employees**, a decrease from **130 employees** as at December 31, 2023[65](index=65&type=chunk) - Remuneration packages are generally determined by reference to current market terms, individual qualifications, and experience, with various training activities conducted to enhance staff performance[65](index=65&type=chunk) [Dividends](index=23&type=section&id=Dividends) This section reiterates the board's decision not to declare an interim dividend for the reporting period - The Board has resolved not to declare an interim dividend for the reporting period[66](index=66&type=chunk) [Purchase, Sale and Redemption of the Company’s Listed Securities](index=23&type=section&id=Purchase%2C%20Sale%20and%20Redemption%20of%20the%20Company%E2%80%99s%20Listed%20Securities) This section confirms that neither the company nor its subsidiaries purchased, sold, or redeemed any listed securities during the reporting period - Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the reporting period, nor did they hold any treasury shares[67](index=67&type=chunk) [Other Information](index=24&type=section&id=Other%20Information) This section covers corporate governance, directors' securities trading compliance, audit committee duties, post-reporting events, publication details, and the continued suspension of share trading [Corporate Governance](index=24&type=section&id=Corporate%20Governance) This section confirms the board's review and compliance with the Corporate Governance Code during the reporting period - The Board has reviewed the Company's corporate governance practices and is satisfied that the Company has complied with the code provisions in Part 2 of the Corporate Governance Code as set out in Appendix C1 to the Listing Rules throughout the reporting period[68](index=68&type=chunk) [Compliance with the Model Code for Securities Transactions by Directors](index=24&type=section&id=Compliance%20with%20the%20Model%20Code%20for%20Securities%20Transactions%20by%20Directors) This section confirms that all directors have complied with the Model Code for Securities Transactions by Directors of Listed Issuers - The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 to the Listing Rules, and after specific enquiry with the directors, each confirmed compliance with the required standards throughout the reporting period[69](index=69&type=chunk) [Audit Committee](index=24&type=section&id=Audit%20Committee) This section describes the Audit Committee's review of accounting policies, risk management, internal controls, and financial reporting for the period - The Company's Audit Committee, comprising three independent non-executive directors, has reviewed the Group's principal accounting policies adopted with management and discussed risk management, internal control systems, and financial reporting matters, including the unaudited consolidated financial statements for this reporting period[70](index=70&type=chunk) [Material Events After the Reporting Period](index=24&type=section&id=Material%20Events%20After%20the%20Reporting%20Period) This section confirms no other material events occurred after the reporting period, beyond those disclosed in the notes to the financial statements - Save for the matters disclosed in Note 12 to the consolidated financial statements and above in this announcement, there were no other material events concerning the Group after the reporting period[71](index=71&type=chunk) [Publication of Interim Results Announcement and Interim Report](index=24&type=section&id=Publication%20of%20Interim%20Results%20Announcement%20and%20Interim%20Report) This section provides information on the publication of the interim results announcement and the upcoming interim report - This interim results announcement of the Company has been published on the website of the Stock Exchange and the Company's website. The Company's 2023 interim report will be despatched to the Company's shareholders and published on the aforementioned websites in due course[72](index=72&type=chunk) [Acknowledgement](index=24&type=section&id=Acknowledgement) This section expresses gratitude to the management, staff, shareholders, business partners, banks, and auditors for their support - The Board would like to express its gratitude to the Group's management and all staff for their tireless efforts and dedication, and also to its shareholders, business partners, collaborators, bankers, and auditors for their strong support to the Group[73](index=73&type=chunk) [Continued Suspension of Trading](index=25&type=section&id=Continued%20Suspension%20of%20Trading) This section informs shareholders and potential investors about the continued suspension of trading in the company's shares until resumption guidance is met - At the Company's request, trading in the Company's shares on the Stock Exchange was suspended from 9:00 a.m. on April 2, 2024, and will remain suspended until the resumption guidance is met[74](index=74&type=chunk) - Shareholders and potential investors of the Company are advised to exercise caution when dealing in the Company's securities[75](index=75&type=chunk)

Core Viewpoint - TATA Health (01255) has received a letter from the Stock Exchange regarding additional guidelines for the resumption of trading, which includes conducting an independent internal control review to demonstrate sufficient internal controls and procedures in compliance with listing rules [1] Group 1 - The company is required to perform an independent internal control review [1] - The review aims to ensure that the company has established adequate internal controls and procedures [1] - Compliance with listing rules is emphasized as a responsibility of the company [1]

Core Viewpoint - TATA Health (01255) has received a letter from the Stock Exchange regarding additional guidelines for the resumption of trading, which includes conducting an independent internal control review to demonstrate sufficient internal controls and procedures in compliance with listing rules [1] Summary by Relevant Sections - **Company Announcement** - TATA Health announced on September 12, 2025, that it received a letter from the Stock Exchange detailing additional guidelines for the resumption of trading [1] - **Compliance Requirements** - The company is required to conduct an independent internal control review and prove that it has established adequate internal controls and procedures to meet its responsibilities under the listing rules [1]

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何 部份內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 TATA Health International Holdings Limited TATA 健 康 國 際 控 股 有 限 公 司 （於開曼群島註冊成立的有限公司） （股份代號：1255） 刊發日期將推遲至二零二五年九月二十二日或之前；(ii)二零二四年年度業績的刊 發日期將推遲至二零二五年九月二十四日或之前；及(iii)二零二五年中期業績的刊 發日期將推遲至二零二五年九月二十六日或之前。 進一步延遲刊發 二零二四年中期業績、二零二四年年度業績及二零二五年 中期業績以及進一步延遲寄發二零二四年中期報告、 二零二四年年報及二零二五年中期報告 及 董事會會議召開日期 及 繼續暫停買賣 茲提述TATA健康國際控股有限公司（「本公司」，連同其附屬公司，統稱「本集團」） 董事（「董事」）會（「董事會」）作出的日期為二零二五年九月三日的公告（「該公告」）， 內容有關（其中包括）進一步延遲刊發本集團截至二零二四年 ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何 部份內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 TATA Health International Holdings Limited TATA 健 康 國 際 控 股 有 限 公 司 （於開曼群島註冊成立的有限公司） （股份代號：1255） 額外復牌指引 及 繼續暫停買賣 本公告乃TATA健康國際控股有限公司（「本公司」，連同其附屬公司，統稱「本集 團」）根據香港聯合交易所有限公司（「聯交所」）證券上市規則（「上市規則」）第13.09 條及香港法例第571章證券及期貨條例第XIVA部項下的內幕消息條文（定義見上市 規則）而作出。 茲提述(i)本公司董事（「董事」）會（「董事會」）作出的日期為二零二四年四月二日、二 零二四年四月十八日、二零二四年六月五日、二零二四年六月二十七日、二零二四 年六月二十八日、二零二四年七月三十一日、二零二四年九月三十日、二零二四年 十月四日、二零二五年一月三日、二零二五年三月三十一日、二零二五年七月十一 日、二零二五年七月 ...

Core Viewpoint - TATA Health (01255.HK) reported a significant increase in revenue for the fiscal year ending December 31, 2023, primarily driven by growth in its footwear business, despite incurring a substantial loss [1] Financial Performance - The company's revenue for the year was approximately HKD 208 million, representing a year-on-year increase of about 43.5% [1] - The pre-tax loss for the year was approximately HKD 35.4 million, compared to a pre-tax profit of approximately HKD 2.5 million for the fiscal year ending December 31, 2022 [1] - Basic and diluted loss per share was HKD 0.13 [1] Business Segment Analysis - The footwear business accounted for over 98% of the company's revenue, with annual sales increasing by 43.8% compared to the previous year [1] - The company plans to focus more on diversifying its footwear products, exploring potential business collaborations, and introducing new brands with growth potential and high profit margins [1] Market Comparison - In comparison, another Hong Kong-based company, 德诚集团, reported revenue that remained flat year-on-year and will continue to focus on developing its financing advisory business and exploring new market opportunities, such as Singapore [1]

Core Viewpoint - TATA Health (01255) reported a significant increase in revenue for the fiscal year 2023, but also faced a substantial loss attributed to ongoing challenges in its healthcare and online medical services business [1] Financial Performance - Revenue for the year was approximately HKD 207.5 million, representing a year-on-year increase of about 43.5% [1] - The company reported a loss attributable to shareholders of HKD 32.29 million, marking a shift from profit to loss compared to the previous year [1] - Earnings per share were reported at a loss of HKD 0.13 [1] Business Challenges - The losses were primarily due to the healthcare and online medical services segment, which continues to operate at a long-term loss and is currently in a state of operational stagnation [1]

[Financial Summary](index=1&type=section&id=%E8%B2%A1%E5%8B%99%E6%91%98%E8%A6%81) The company experienced a significant shift from profit to loss in FY2023, with a negative net profit margin and diluted EPS 2023 Financial Highlights (Thousand HKD) | Indicator | 2023 | 2022 (Restated) | | :--- | :--- | :--- | | Revenue | 207,542 | 144,606 | | Gross Profit | 150,762 | 113,944 | | Loss/Profit Before Tax | (35,420) | 2,497 | | Loss/Profit Attributable to Owners of the Company | (32,294) | 8,047 | | Gross Profit Margin | 72.6% | 78.8% | | Loss/Profit Margin Attributable to Owners of the Company | (15.6%) | 5.6% | | Loss/Earnings Per Share — Basic and Diluted | (0.13) | 0.03 | [Consolidated Financial Statements](index=2&type=section&id=%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8) [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=2&type=section&id=%E7%B6%9C%E5%90%88%E6%90%8D%E7%9B%8A%E5%8F%8A%E5%85%B6%E4%BB%96%E5%85%A8%E9%9D%A2%E6%94%B6%E7%9B%8A%E8%A1%A8) For the year ended December 31, 2023, the Group turned from profit to loss, recording a net loss of 36,046 thousand HKD, primarily due to increased cost of sales, impairment loss on non-financial assets, and a significant decrease in other gains, resulting in a basic and diluted loss per share of 0.13 HKD Consolidated Statement of Profit or Loss and Other Comprehensive Income Summary (Thousand HKD) | Indicator | 2023 | 2022 (Restated) | | :--- | :--- | :--- | | Revenue | 207,542 | 144,606 | | Cost of Sales, Net | (56,780) | (30,662) | | Gross Profit | 150,762 | 113,944 | | Other Income | 7,343 | 5,398 | | Other Gains and Losses | 571 | 33,128 | | Impairment Loss on Non-financial Assets | (7,022) | (604) | | Selling and Distribution Costs | (80,399) | (61,789) | | Administrative Expenses | (100,504) | (83,838) | | Loss/Profit Before Tax | (35,420) | 2,497 | | Loss/Profit for the Year | (36,046) | 1,599 | | Loss/Profit Attributable to Owners of the Company | (32,294) | 8,047 | | Loss/Earnings Per Share — Basic and Diluted | (0.13) | 0.03 | - Other gains and losses significantly decreased from **33,128 thousand HKD** in 2022 to **571 thousand HKD** in 2023, a key factor in the shift from profit to loss[4](index=4&type=chunk) - Impairment loss on non-financial assets significantly increased from **604 thousand HKD** in 2022 to **7,022 thousand HKD** in 2023[4](index=4&type=chunk) [Consolidated Statement of Financial Position](index=4&type=section&id=%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E7%8B%80%E6%B3%81%E8%A1%A8) As of December 31, 2023, the Group reported net current liabilities of 45,931 thousand HKD and total liabilities exceeding total assets by 16,172 thousand HKD, indicating a deteriorating financial position Consolidated Statement of Financial Position Summary (Thousand HKD) | Indicator | 2023 | 2022 (Restated) | | :--- | :--- | :--- | | Non-current Assets | 45,302 | 75,990 | | Current Assets | 136,808 | 100,062 | | Current Liabilities | 182,739 | 148,477 | | Net Current Liabilities | (45,931) | (48,415) | | Total Assets Less Current Liabilities | (629) | 27,575 | | Non-current Liabilities | 15,543 | 10,245 | | Net (Liabilities)/Assets | (16,172) | 17,330 | | Equity Attributable to Owners of the Company | 1,721 | 32,083 | | Non-controlling Interests | (17,893) | (14,753) | | Total Equity | (16,172) | 17,330 | - Non-current assets decreased from **75,990 thousand HKD** in 2022 to **45,302 thousand HKD** in 2023, primarily due to a significant reduction in loans to an associate[6](index=6&type=chunk) - Total equity shifted from **17,330 thousand HKD** in 2022 to **negative 16,172 thousand HKD** in 2023, reflecting a deterioration in the company's financial health[7](index=7&type=chunk) [Notes to the Consolidated Financial Statements](index=6&type=section&id=%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8%E9%99%84%E8%A8%BB) [1. General Information](index=6&type=section&id=1.%20General%20Information) The company is an investment holding company, with its subsidiaries primarily engaged in trading footwear and healthcare products, and providing financial and online medical services - The company is a listed entity incorporated in the Cayman Islands, with its shares listed on the Hong Kong Stock Exchange[8](index=8&type=chunk) - The Group's principal activities include trading footwear products, trading healthcare products, financial services, and online medical services[8](index=8&type=chunk) [2. Application of Revised Hong Kong Financial Reporting Standards](index=6&type=section&id=2.%20Application%20of%20Revised%20Hong%20Kong%20Financial%20Reporting%20Standards) The Group adopted several new and revised HKFRS for the first time this year, leading to accounting policy changes and restatement of 2022 results and balances due to the abolition of the MPF offsetting mechanism against long service payment in Hong Kong [New and Revised HKFRS Mandatorily Effective in the Current Year](index=6&type=section&id=%E6%96%BC%E6%9C%AC%E5%B9%B4%E5%BA%A6%E5%BC%B7%E5%88%B6%E7%94%9F%E6%95%88%E7%9A%84%E6%96%B0%E8%A8%82%E5%8F%8A%E7%B6%93%E4%BF%AE%E8%A8%82%E9%A6%99%E6%B8%AF%E8%B2%A1%E5%8B%99%E5%A0%B1%E5%91%8A%E6%BA%96%E5%89%87) The Group applied amendments to HKFRS 17 (Insurance Contracts), HKAS 8 (Definition of Accounting Estimates), HKAS 12 (Deferred Tax and International Tax Reform), and HKAS 1 (Disclosure of Accounting Policies) this year - This year, amendments to HKFRS 17 (Insurance Contracts), HKAS 8 (Definition of Accounting Estimates), HKAS 12 (Deferred Tax and International Tax Reform), and HKAS 1 (Disclosure of Accounting Policies) were applied[9](index=9&type=chunk) [Changes in Accounting Policies](index=7&type=section&id=%E6%9C%83%E8%A8%88%E6%94%BF%E7%AD%96%E8%AE%8A%E5%8B%95) Due to the abolition of the MPF offsetting mechanism against long service payment in Hong Kong, the Group changed its accounting policy, no longer applying the practical expedient in HKAS 19 paragraph 93(b) - Due to the abolition of the MPF offsetting mechanism against long service payment in Hong Kong, the Group changed its accounting policy, no longer applying the practical expedient in HKAS 19 paragraph 93(b)[10](index=10&type=chunk)[11](index=11&type=chunk)[12](index=12&type=chunk) - The accounting policy change led to the restatement of results and balances for the year ended December 31, 2022, impacting the 2023 consolidated statement of profit or loss and statement of financial position[13](index=13&type=chunk) [New and Revised HKFRS Issued But Not Yet Effective](index=8&type=section&id=%E5%B7%B2%E9%A0%92%E4%BD%86%E5%B0%9A%E6%9C%AA%E7%94%9F%E6%95%88%E7%9A%84%E6%96%B0%E8%A8%82%E5%8F%8A%E7%B6%93%E4%BF%AE%E8%A8%82%E9%A6%99%E6%B8%AF%E8%B2%A1%E5%8B%99%E5%A0%B1%E5%91%8A%E6%BA%96%E5%89%87) The Group has not early adopted several new and revised HKFRS issued but not yet effective, and directors anticipate no significant impact on the consolidated financial statements from their future application - The Group has not early adopted several new and revised HKFRS issued but not yet effective, including amendments related to sales of assets between an investor and its associate, sale and leaseback, classification of current or non-current liabilities, supplier finance arrangements, lack of exchangeability, classification and measurement of financial instruments, and presentation and disclosure in financial statements[14](index=14&type=chunk) - The directors anticipate that the application of all new and revised HKFRS in the foreseeable future will not have a significant impact on the consolidated financial statements[15](index=15&type=chunk) [3. Basis of Preparation of Consolidated Financial Statements and Significant Accounting Policies Information](index=8&type=section&id=3.%20Basis%20of%20Preparation%20of%20Consolidated%20Financial%20Statements%20and%20Significant%20Accounting%20Policies%20Information) The Group's consolidated financial statements are prepared in accordance with HKFRS, but due to missing records from former directors, management used alternative methods; despite significant going concern uncertainties, the board deems the going concern basis appropriate given financial support and business disposal plans [3.1 Basis of Preparation of Consolidated Financial Statements](index=8&type=section&id=3.1%20Basis%20of%20Preparation%20of%20Consolidated%20Financial%20Statements) The consolidated financial statements are prepared in accordance with HKFRS and comply with the disclosure requirements of the Listing Rules and the Hong Kong Companies Ordinance - The consolidated financial statements are prepared in accordance with Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants and comply with the disclosure requirements of the Listing Rules and the Hong Kong Companies Ordinance[16](index=16&type=chunk) - Due to the inability to locate certain books, records, and supporting documents of Shanghai Ying Group and Shang Ying Group after the resignation of former executive director Mr. Yang Jun, the Board decided to consolidate these groups based on their carrying amounts of assets and liabilities as of June 30, 2023, and their results and cash flow data[18](index=18&type=chunk)[19](index=19&type=chunk) [Going Concern Basis](index=9&type=section&id=Going%20Concern%20Basis) Despite significant financial challenges including net loss and negative equity, the Board believes the going concern basis for financial statement preparation is appropriate, supported by a director's financial commitment and planned business disposals - As of December 31, 2023, the Group recorded a net loss of approximately **36,046 thousand HKD**, net current liabilities of approximately **45,931 thousand HKD**, and total liabilities exceeding total assets by approximately **16,172 thousand HKD**[19](index=19&type=chunk) - The Board believes that, with financial support of **50,000 thousand HKD** from non-executive director Mr. Zhang Mingqi and plans to dispose of Shanghai Ying Group and Shang Ying Group to eliminate related liabilities, preparing the consolidated financial statements on a going concern basis is appropriate[20](index=20&type=chunk)[21](index=21&type=chunk)[22](index=22&type=chunk) - Despite these plans, significant uncertainties regarding the Group's ability to continue as a going concern exist, and adjustments to asset values, liability provisions, and asset/liability classifications would be required if it cannot continue as a going concern[22](index=22&type=chunk) [4. Revenue](index=11&type=section&id=4.%20Revenue) The Group's total revenue for 2023 was 207,542 thousand HKD, a 43.5% increase from 2022, primarily driven by footwear product sales which constituted the vast majority of total revenue Revenue Breakdown (Thousand HKD) | Category | 2023 | 2022 | | :--- | :--- | :--- | | **Sales of Goods** | | | | Footwear Products | 203,336 | 141,396 | | Healthcare Products | — | 237 | | Financial Services | 4,104 | 2,540 | | Online Medical Services | 102 | 433 | | **Total Revenue** | **207,542** | **144,606** | | **Sales Channels** | | | | Retail | 198,507 | 136,164 | | Wholesale | 4,829 | 5,232 | | Internet | 102 | 670 | | Corporate | 4,104 | 2,540 | | **Timing of Revenue Recognition** | | | | At a point in time | 203,438 | 143,249 | | Over time | 4,104 | 1,357 | - Footwear product sales were the primary revenue source, reaching **203,336 thousand HKD** in 2023, accounting for over 98% of total revenue[23](index=23&type=chunk) - Healthcare product revenue decreased to **zero** in 2023, and online medical services revenue also significantly declined[23](index=23&type=chunk) [5. Operating Segments](index=11&type=section&id=5.%20Operating%20Segments) The Group's operating segments include trading footwear products, trading healthcare products, financial services, and online medical services; in 2023, the footwear segment saw significant revenue growth, while other segments continued to incur losses or shrink, with the Group's revenue and non-current assets primarily concentrated in Hong Kong [Segment Revenue and Results Analysis](index=12&type=section&id=Segment%20Revenue%20and%20Results%20Analysis) The footwear product segment shifted from profit to loss in 2023 despite revenue growth, while other segments continued to record losses or saw revenue decline Operating Segment Revenue and Results (Thousand HKD) | Segment | 2023 Revenue | 2023 Segment Results | 2022 Revenue (Restated) | 2022 Segment Results (Restated) | | :--- | :--- | :--- | :--- | :--- | | Trading Footwear Products | 203,336 | (9,780) | 141,396 | 32,454 | | Trading Healthcare Products | — | (2,388) | 237 | (3,310) | | Financial Services | 4,104 | (3,077) | 2,540 | (2,783) | | Online Medical Services | 102 | (4,460) | 433 | (10,183) | | **Total** | **207,542** | **(19,705)** | **144,606** | **16,178** | - The footwear product segment shifted from a profit of **32,454 thousand HKD** in 2022 to a loss of **9,780 thousand HKD** in 2023, despite revenue growth[27](index=27&type=chunk) - Healthcare products, financial services, and online medical services segments all recorded losses in 2023, with healthcare product revenue dropping to zero[27](index=27&type=chunk) [Geographical Information](index=14&type=section&id=Geographical%20Information) The Group's revenue and non-current assets are primarily concentrated in Hong Kong, with other regions contributing smaller portions Revenue by Geographical Region (Thousand HKD) | Region | 2023 | 2022 | | :--- | :--- | :--- | | Hong Kong | 190,644 | 135,062 | | Australia | — | 237 | | Macau | 16,796 | 8,874 | | Mainland China | 102 | 433 | | **Total** | **207,542** | **144,606** | Non-current Assets by Geographical Region (Thousand HKD) | Region | 2023 | 2022 | | :--- | :--- | :--- | | Hong Kong | 27,363 | 24,434 | | Mainland China | 7 | 11 | | Australia | 4 | 4 | | Macau | 2,484 | 84 | | **Total** | **29,858** | **24,533** | - Hong Kong is the Group's primary source of revenue, contributing **190,644 thousand HKD** in 2023[31](index=31&type=chunk) [Major Customers Information](index=14&type=section&id=Major%20Customers%20Information) No single customer accounted for more than 10% of the Group's total revenue in either the current or prior year - No single customer accounted for more than **10%** of the Group's total revenue in either year[32](index=32&type=chunk) [6. Loss/Profit Before Tax](index=15&type=section&id=6.%20Loss%2FProfit%20Before%20Tax) The Group's loss before tax for 2023 was 35,420 thousand HKD, primarily due to increased staff costs, depreciation, impairment loss on property, plant and equipment, and a decrease in net reversal of inventory provisions Loss/Profit Before Tax Components (Thousand HKD) | Item | 2023 | 2022 (Restated) | | :--- | :--- | :--- | | Total Staff Costs | 70,244 | 70,350 | | Auditor's Remuneration | 2,400 | 2,080 | | Net Reversal of Inventory Provisions | (17,985) | (23,472) | | Inventory Costs Recognized as Expense | 56,780 | 30,662 | | Depreciation of Property, Plant and Equipment | 14,158 | 12,017 | | Impairment Loss on Property, Plant and Equipment | 7,022 | 604 | - Net reversal of inventory provisions decreased from **23,472 thousand HKD** in 2022 to **17,985 thousand HKD** in 2023[33](index=33&type=chunk) - Impairment loss on property, plant and equipment significantly increased from **604 thousand HKD** in 2022 to **7,022 thousand HKD** in 2023[33](index=33&type=chunk) [7. Taxation](index=15&type=section&id=7.%20Taxation) The Group's tax expense for 2023 was 626 thousand HKD, mainly from Macau Complementary Tax and deferred tax, with no Hong Kong profits tax provision due to sufficient carried forward tax losses Tax Expense (Thousand HKD) | Item | 2023 | 2022 | | :--- | :--- | :--- | | Current Tax - Hong Kong Profits Tax | — | — | | Current Tax - Macau Complementary Tax | 178 | — | | Deferred Tax | 448 | 898 | | **Total Tax** | **626** | **898** | - No provision for Hong Kong profits tax was made due to sufficient carried forward tax losses to offset estimated assessable profits for the current year[35](index=35&type=chunk) - Macau Complementary Tax is calculated at a rate of **12%**, with an exemption allowance of **600,000 Macau Patacas**[35](index=35&type=chunk) [8. Dividends](index=16&type=section&id=8.%20Dividends) The Board of Directors has resolved not to recommend a final dividend for the 2023 financial year, consistent with 2022 - No dividends were paid or proposed to ordinary shareholders of the Company for the year ended December 31, 2023, nor have any dividends been proposed for distribution since the end of the reporting period[36](index=36&type=chunk) [9. Loss/Earnings Per Share](index=16&type=section&id=9.%20Loss%2FEarnings%20Per%20Share) The Group's basic and diluted loss per share for 2023 was 0.13 HKD, primarily due to a loss attributable to owners of the company of 32,294 thousand HKD Loss/Earnings Per Share | Indicator | 2023 | 2022 (Restated) | | :--- | :--- | :--- | | Loss/Profit Attributable to Owners of the Company (Thousand HKD) | (32,294) | 8,047 | | Weighted Average Number of Ordinary Shares (Thousand Shares) | 242,845 | 242,845 | | Basic and Diluted Loss/Earnings Per Share (HKD) | (0.13) | 0.03 | - Basic and diluted loss/earnings per share were the same for 2023 and 2022 as no potential ordinary shares were issued during the year[37](index=37&type=chunk) [10. Trade and Other Receivables](index=17&type=section&id=10.%20Trade%20and%20Other%20Receivables) As of December 31, 2023, the Group's total trade receivables amounted to 8,804 thousand HKD, an increase from 2022, with the largest portion due within 30 days Ageing Analysis of Trade Receivables (Thousand HKD) | Ageing | 2023 | 2022 | | :--- | :--- | :--- | | Within 30 days | 8,398 | 5,541 | | 31 to 60 days | 196 | 1,163 | | 61 to 90 days | 210 | 530 | | Over 90 days | — | 478 | | **Total** | **8,804** | **7,712** | - The Group grants credit periods to trade customers ranging from **15 to 90 days**, depending on the type of business[38](index=38&type=chunk) [11. Trade and Other Payables](index=17&type=section&id=11.%20Trade%20and%20Other%20Payables) As of December 31, 2023, the Group's total trade payables amounted to 4,661 thousand HKD, a significant decrease from 2022, indicating some relief in short-term payment pressure Ageing Analysis of Trade Payables (Thousand HKD) | Ageing | 2023 | 2022 | | :--- | :--- | :--- | | Within 30 days | 2,769 | 1,350 | | 31 to 60 days | 215 | 10 | | 61 to 90 days | — | 3,868 | | Over 90 days | 1,677 | 4,274 | | **Total** | **4,661** | **9,502** | - Total trade payables in 2023 decreased by approximately **51%** compared to 2022, primarily due to a significant reduction in payables over 90 days[39](index=39&type=chunk) [12. Events After the Reporting Period](index=18&type=section&id=12.%20Events%20After%20the%20Reporting%20Period) After the reporting period, the Group experienced several significant events, including the commencement of bankruptcy liquidation proceedings for Shang Ying Internet Medical (Shanghai) Co., Ltd., and plans to dispose of Shanghai Ying Group, Shang Ying Group, and Shang Ying Capital Limited and its subsidiaries - Shang Ying Internet Medical (Shanghai) Co., Ltd., the primary entity providing online medical services, had its bankruptcy liquidation application accepted by the Shanghai Third Intermediate People's Court on April 29, 2024, with PwC appointed as the bankruptcy administrator on May 6, 2024[40](index=40&type=chunk) - The Group has entered into sale and purchase agreements with independent third parties to dispose of Shanghai Ying Group, Shang Ying Group, and Shang Ying Capital Limited and its subsidiaries; these disposals were not completed as of the date of approval of the consolidated financial statements[40](index=40&type=chunk)[41](index=41&type=chunk)[42](index=42&type=chunk) - The bankruptcy of Shang Ying Medical resulted in the Group losing control over its assets and operations[40](index=40&type=chunk) [Report of the Directors](index=19&type=section&id=%E8%91%A3%E4%BA%8B%E6%9C%83%E5%A0%B1%E5%91%8A) The Hong Kong economy recovered less than expected in 2023, but the retail sector saw a 16.2% increase in total sales value; the company's footwear business revenue grew by 43.8%, while other segments continued to shrink and deteriorate, leading to plans for disposal and a focus on footwear retail - The Hong Kong economy's recovery in 2023 was less than anticipated, but the total retail sales value increased by **16.2%** year-on-year, ending a three-year decline[43](index=43&type=chunk)[44](index=44&type=chunk) - The company's core footwear business revenue grew by **43.8%** to approximately **203 million HKD**, accounting for **98.0%** of the Group's total revenue, with same-store sales increasing by approximately **34.7%**[44](index=44&type=chunk) - The other three segments (financial services, Australian healthcare products, and online medical services) collectively accounted for only **2.0%** of the Group's total revenue, continuing to shrink and deteriorate, with Shang Ying Internet Medical (Shanghai) Co., Ltd. having entered bankruptcy proceedings[45](index=45&type=chunk) - Management intends to dispose of the Australian healthcare products business and the online medical services segment, actively seeking potential investors to resolve funding difficulties and focus on footwear retail development[45](index=45&type=chunk) [Management Discussion and Analysis](index=21&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E8%A8%8E%E8%AB%96%E5%8F%8A%E5%88%86%E6%9E%90) In 2023, the Group's footwear business achieved rapid growth, but healthcare and online medical services remained in long-term loss and stagnation; future plans include diversifying footwear products, developing financial advisory services, and exploring new markets [Business Review and Future Development](index=21&type=section&id=Business%20Review%20and%20Future%20Development) In 2023, the Group's footwear business achieved rapid growth, but healthcare and online medical services remained in long-term loss and stagnation; future plans include diversifying footwear products, developing financial advisory services, and exploring new markets [Footwear Business](index=21&type=section&id=Footwear%20Business) The footwear business achieved significant revenue growth and increased same-store sales in 2023 - Footwear business revenue was approximately **203,300 thousand HKD**, an increase of **43.8%** compared to 2022[48](index=48&type=chunk) - Same-store sales increased by approximately **34.7%** (2022: decreased by approximately 2.1%)[48](index=48&type=chunk) [Healthcare Business](index=21&type=section&id=Healthcare%20Business) The healthcare business segment recorded zero revenue and a segment loss in 2023 due to business stagnation - Healthcare business segment revenue was **0 million HKD** (2022: approximately 200 thousand HKD), recording a segment loss of approximately **2,400 thousand HKD**[49](index=49&type=chunk) - The decrease in revenue was primarily due to business stagnation[49](index=49&type=chunk) [Financial Services Business](index=21&type=section&id=Financial%20Services%20Business) Dexing Group's financial services revenue increased, primarily from investment management and advisory services, while a subsidiary applied to reduce its regulated activities - Dexing Group's total revenue was approximately **4,100 thousand HKD** (2022: approximately 2,500 thousand HKD), mainly from investment management and advisory services[50](index=50&type=chunk) - DSG Securities (Hong Kong) Limited has applied to reduce its Type 1 regulated activity (dealing in securities)[50](index=50&type=chunk) [Online Medical Services Business](index=22&type=section&id=Online%20Medical%20Services%20Business) The online medical services business continued to deteriorate with declining revenue, and its main operating entity has entered bankruptcy proceedings in China - Online medical services business revenue was approximately **100 thousand HKD** (2022: approximately 400 thousand HKD), with business continuing to deteriorate[51](index=51&type=chunk) - The main operating entity, Shang Ying Medical, has entered bankruptcy proceedings in China[51](index=51&type=chunk) [Outlook](index=22&type=section&id=Outlook) Future strategies include diversifying footwear products, exploring new brand collaborations, and expanding financial advisory services into new markets like Singapore - Future focus will be on diversifying footwear products, exploring potential business collaborations, and introducing new brands with growth potential and high gross profit margins[52](index=52&type=chunk) - Dexing Group will continue to focus on developing its financing advisory business and exploring new market opportunities, such as Singapore[52](index=52&type=chunk) [Financial Review](index=22&type=section&id=Financial%20Review) The Group's revenue grew by 43.5% in 2023, primarily driven by the footwear business; however, gross profit margin declined, and a significant reduction in other gains coupled with increased impairment losses led to a shift from profit to loss before tax [Revenue](index=22&type=section&id=Revenue) Total revenue increased by 43.5% in 2023, mainly driven by footwear sales, despite varied performance across different footwear brands and other business segments - Total revenue for the year was approximately **207,500 thousand HKD**, an increase of approximately **43.5%** compared to 2022, mainly due to increased footwear business revenue[53](index=53&type=chunk) - Footwear business revenue was approximately **203,300 thousand HKD**, an increase of approximately **43.8%** compared to 2022[54](index=54&type=chunk) - Sales of "Josef Seibel" footwear products increased by approximately **189.3%**, while "Clarks" footwear product sales decreased by approximately **10.9%**[55](index=55&type=chunk) - Financial services revenue was approximately **4,100 thousand HKD**, an increase of approximately **64%** compared to 2022[56](index=56&type=chunk) - Healthcare business revenue was approximately **zero million HKD**, a decrease of approximately **100%** compared to 2022[57](index=57&type=chunk) - Online medical services business revenue was approximately **100 thousand HKD**, a decrease compared to 2022[58](index=58&type=chunk) [Cost of Sales](index=23&type=section&id=Cost%20of%20Sales) Cost of sales increased in line with revenue, but its percentage of revenue has risen Cost of Sales (Thousand HKD) | Indicator | 2023 | 2022 | | :--- | :--- | :--- | | Cost of Sales | 56,800 | 30,700 | | Percentage of Revenue | 27.4% | 21.2% | - The increase in cost of sales is consistent with the increase in revenue, but its percentage of revenue has risen[59](index=59&type=chunk) [Gross Profit](index=23&type=section&id=Gross%20Profit) Gross profit increased by 32.3% in 2023, but the gross profit margin declined from 78.8% to 72.6% Gross Profit and Gross Profit Margin (Thousand HKD) | Indicator | 2023 | 2022 | | :--- | :--- | :--- | | Gross Profit | 150,700 | 113,900 | | Gross Profit Margin | 72.6% | 78.8% | - Gross profit increased by approximately **32.3%**, but the gross profit margin decreased from **78.8%** to **72.6%**[60](index=60&type=chunk) [Depreciation](index=23&type=section&id=Depreciation) Depreciation as a percentage of revenue decreased in 2023 compared to the previous year Depreciation as Percentage of Revenue | Indicator | 2023 | 2022 | | :--- | :--- | :--- | | Depreciation as Percentage of Revenue | 6.8% | 8.3% | [Staff Costs](index=24&type=section&id=Staff%20Costs) Total staff costs slightly decreased, but due to revenue growth, their percentage of revenue significantly declined Staff Costs (Thousand HKD) | Indicator | 2023 | 2022 | | :--- | :--- | :--- | | Staff Costs | 70,200 | 70,400 | | Percentage of Revenue | 33.8% | 48.6% | - Total staff costs slightly decreased, but due to revenue growth, their percentage of revenue significantly declined[62](index=62&type=chunk) [Finance Costs](index=24&type=section&id=Finance%20Costs) Finance costs decreased in 2023, primarily comprising interest expenses from various borrowings and lease liabilities Finance Costs (Thousand HKD) | Indicator | 2023 | 2022 | | :--- | :--- | :--- | | Finance Costs | 1,700 | 2,500 | - Finance costs primarily include interest expenses arising from trade-related finance loans, other borrowings, and lease liabilities, as well as imputed interest from loans from related companies[63](index=63&type=chunk) [Other Gains and Losses](index=24&type=section&id=Other%20Gains%20and%20Losses) Other net gains significantly decreased in 2023 due to the absence of substantial gains from property disposals recognized in the prior year Other Net Gains and Losses (Thousand HKD) | Indicator | 2023 | 2022 | | :--- | :--- | :--- | | Other Net Gains | 600 | 33,100 | - Other net gains significantly decreased, mainly because approximately **33,000 thousand HKD** in gains from the disposal of properties under the footwear business were recognized in 2022, with no other gains recognized in the current year[64](index=64&type=chunk) [Loss/Profit Before Tax](index=24&type=section&id=Loss%2FProfit%20Before%20Tax) The Group shifted from a profit before tax in 2022 to a loss before tax in the current year, reflecting a deterioration in operating performance Loss/Profit Before Tax (Thousand HKD) | Indicator | 2023 | 2022 | | :--- | :--- | :--- | | Loss/Profit Before Tax | (35,400) | 2,500 | - The Group shifted from a profit before tax in 2022 to a loss before tax in the current year, reflecting a deterioration in operating performance[65](index=65&type=chunk) [Liquidity and Financial Resources](index=24&type=section&id=Liquidity%20and%20Financial%20Resources) The Group primarily relies on internal cash flow, other borrowings, and bank borrowings for working capital; as of December 31, 2023, bank balances and cash increased, short-term bank borrowings decreased, but other borrowings and lease liabilities remained Liquidity Position (Thousand HKD) | Indicator | December 31, 2023 | December 31, 2022 | | :--- | :--- | :--- | | Bank Balances and Cash | 40,000 | 33,600 | | Short-term Bank Borrowings | — | 5,000 | | Other Borrowings | 15,000 | 15,000 | | Lease Liabilities (Non-current) | 13,900 | 8,600 | - Bank balances and cash increased by approximately **18.9%**, while short-term bank borrowings decreased to zero[66](index=66&type=chunk) - Most bank deposits and cash are denominated in Hong Kong Dollars[66](index=66&type=chunk) [Pledged Assets](index=25&type=section&id=Pledged%20Assets) As of December 31, 2023, various assets including leasehold land, time deposits, investment properties, and life insurance policy deposits were pledged to secure the Group's borrowings and financing - Pledged assets include leasehold land and buildings, pledged time deposits, investment properties, and deposits and prepayments for life insurance policies[67](index=67&type=chunk) [Gearing Ratio](index=25&type=section&id=Gearing%20Ratio) The Group's gearing ratio turned negative to 92.8% as of December 31, 2023, reflecting that total liabilities exceeded total equity due to losses incurred Gearing Ratio | Indicator | December 31, 2023 | December 31, 2022 | | :--- | :--- | :--- | | Gearing Ratio | -92.8% | 105.6% | - The gearing ratio turned negative, indicating that total liabilities exceeded total equity, reflecting higher financial risk[68](index=68&type=chunk) [Material Investments Held, Material Acquisitions or Disposals of Subsidiaries, Associates and Joint Ventures](index=25&type=section&id=Material%20Investments%20Held%2C%20Material%20Acquisitions%20or%20Disposals%20of%20Subsidiaries%2C%20Associates%20and%20Joint%20Ventures) During the year, the Group did not hold any material investments nor undertake any significant acquisitions or disposals of subsidiaries, associates, or joint ventures - During the year, the Group held no material investments and made no material acquisitions or disposals of subsidiaries, associates, or joint ventures[69](index=69&type=chunk) [Treasury Policy](index=25&type=section&id=Treasury%20Policy) The Group's treasury policy focuses on enhancing operational control, minimizing borrowing costs, and maintaining adequate liquidity to meet short-term funding requirements efficiently - The Board will consider various funding sources based on the Group's capital requirements to ensure financial resources are utilized in the most cost-effective and efficient manner[70](index=70&type=chunk) [Foreign Exchange Risk](index=26&type=section&id=Foreign%20Exchange%20Risk) The Group faces foreign exchange risk from multi-currency transactions, particularly with RMB and MOP, and monitors exchange rate fluctuations without using forward contracts for hedging - The Group's sales and purchases are primarily denominated in Hong Kong Dollars, Renminbi, Macau Patacas, Singapore Dollars, Euros, US Dollars, and Australian Dollars[73](index=73&type=chunk) - Renminbi is not freely convertible, and the Macau Pataca currency market is relatively small and undeveloped, with future exchange rates potentially fluctuating significantly[73](index=73&type=chunk) - As of December 31, 2023, the Group had not entered into any foreign currency forward contracts to hedge foreign exchange risk[74](index=74&type=chunk) [Human Resources](index=27&type=section&id=Human%20Resources) As of December 31, 2023, the Group employed 130 staff, with remuneration based on market practice, and conducted training to improve service quality Number of Employees | Year | Number of Employees | | :--- | :--- | | December 31, 2023 | 130 | | December 31, 2021 | 150 | - Remuneration packages are generally determined by reference to market practice and individual qualifications and experience[75](index=75&type=chunk) [Dividends](index=27&type=section&id=Dividends) The Board has decided not to recommend a final dividend for the current year, consistent with the prior year's decision - The Board has resolved not to recommend a final dividend for the current year (2022: nil)[76](index=76&type=chunk) [Purchase, Sale or Redemption of the Company’s Listed Securities](index=27&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20the%20Company%E2%80%99s%20Listed%20Securities) Neither the Company nor its subsidiaries engaged in any purchase, sale, or redemption of the Company's listed securities during the year, and no treasury shares were held - Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the year[77](index=77&type=chunk) - As of December 31, 2023, and the date of this announcement, the Company held no treasury shares[77](index=77&type=chunk) [Corporate Governance Practices](index=27&type=section&id=Corporate%20Governance%20Practices) The Board confirmed the Company's compliance with the corporate governance code provisions outlined in Appendix C1 of the Listing Rules for the current year - The Company has complied with the code provisions of Part 2 of the Corporate Governance Code set out in Appendix C1 of the Listing Rules during the current year[78](index=78&type=chunk) [Compliance with the Model Code for Securities Transactions by Directors](index=27&type=section&id=Compliance%20with%20the%20Model%20Code%20for%20Securities%20Transactions%20by%20Directors) The Company adopted the Model Code for Directors' securities transactions, and all directors confirmed their compliance with its standards throughout the current year - The Company has adopted the "Model Code for Securities Transactions by Directors of Listed Issuers" set out in Appendix C3 of the Listing Rules as its own code of conduct[79](index=79&type=chunk) - Following enquiry, the directors have confirmed that they have complied with the required standards set out in the Model Code throughout the current year[79](index=79&type=chunk) [Extracts from Independent Auditor's Report](index=28&type=section&id=Extracts%20from%20Independent%20Auditor%27s%20Report) The independent auditor issued a disclaimer of opinion on the Group's consolidated financial statements due to insufficient and inappropriate audit evidence [Disclaimer of Opinion](index=28&type=section&id=Disclaimer%20of%20Opinion) The auditor issued a disclaimer of opinion on the Group's consolidated financial statements due to the inability to obtain sufficient and appropriate audit evidence - The auditor was unable to obtain sufficient and appropriate audit evidence to provide an audit opinion on the consolidated financial statements[83](index=83&type=chunk) [Basis for Disclaimer of Opinion](index=28&type=section&id=Basis%20for%20Disclaimer%20of%20Opinion) The auditor's disclaimer of opinion stems from the loss of critical books and records for certain subsidiaries, preventing verification of asset and liability carrying amounts, results, and cash flows, particularly regarding loan impairment provisions - Due to the former directors' inability to locate certain books, records, and supporting documents of Shanghai Ying Group and Shang Ying Group, the auditor was unable to obtain sufficient and appropriate audit evidence[84](index=84&type=chunk)[85](index=85&type=chunk) - The auditor could not be satisfied with the carrying amounts of consolidated assets and liabilities presented in the consolidated statement of financial position, and the results and cash flows presented in the consolidated statement of profit or loss and other comprehensive income and consolidated statement of cash flows of Shanghai Ying Group and Shang Ying Group as of December 31, 2023[85](index=85&type=chunk) - Specifically, the auditor could not confirm whether the carrying amount of the loan to an associate of **44,001 thousand HKD** was materially misstated or whether the related impairment loss provision was sufficient[86](index=86&type=chunk) [Material Events After the Reporting Period](index=29&type=section&id=Material%20Events%20After%20the%20Reporting%20Period) No other material events occurred after the reporting period, apart from those disclosed in Note 12 to the consolidated financial statements - No other material events occurred after the reporting period, apart from those disclosed in Note 12 to the consolidated financial statements and those mentioned above[87](index=87&type=chunk) [Other Information](index=30&type=section&id=Other%20Information) This section includes acknowledgements and information regarding the continued suspension of trading for the Company's shares [Acknowledgements](index=30&type=section&id=Acknowledgements) The Board extends its gratitude to management, employees, shareholders, business partners, banks, and auditors for their unwavering support to the Group - The Board expresses its gratitude to the Group's management and all employees for their tireless efforts and dedication, and also thanks its shareholders, business partners and collaborators, bankers, and auditors for their strong support to the Group[88](index=88&type=chunk) [Continued Suspension of Trading](index=30&type=section&id=Continued%20Suspension%20of%20Trading) The Company's shares remain suspended from trading on the Stock Exchange since April 2, 2024, and will continue to be suspended until resumption guidance is met - The Company's shares have been suspended from trading on the Stock Exchange since 9:00 a.m. on April 2, 2024[89](index=89&type=chunk) - Trading in the shares will remain suspended until the resumption guidance is met[89](index=89&type=chunk) - Shareholders and potential investors of the Company are advised to exercise caution when dealing in the Company's securities[90](index=90&type=chunk)

Group 1 - TATA Health (01255) announced that it received a letter from the Stock Exchange regarding additional guidance for the resumption of trading on September 4, 2025 [1] - The company is required to comply with Listing Rule 3.10(2) [1] - The company's shares remain suspended from trading [1]

Group 1 - TATA Health (01255) announced that it received a letter from the Stock Exchange regarding additional guidance for the resumption of trading of its shares, effective September 4, 2025 [1] - The company is required to comply with Listing Rule 3.10(2) [1] - The shares of the company remain suspended from trading [1]