變更香港主要營業地點 諾發集團控股有限公司 (「本公司」) 董事 (「董事」) 會 (「董事會」) 謹此公 佈，本公司之香港主要營業地點將自二零二四年十月二十八日起變更如下： 香港九龍九龍灣宏照道 19 號金利豐國際中心 8 樓 E2 室 本公司之網址、電郵地址、電話號碼及傳真號碼將維持不變。 承董事會命 香港交易及結算所有限公司及香港聯合交易所有限公司對本公佈之內容概不負 責，對其準確性或完整性亦不發表任何聲明，並表明概不就因本公佈全部或任何 部分內容而產生或因倚賴該等內容而引起之任何損失承擔任何責任。 （於開曼群島註冊成立之有限公司） （股份代號：1360） 諾發集團控股有限公司 主席兼行政總裁 黃玉麟 香港，二零二四年十月二十八日 於本公佈日期，董事會由執行董事黃玉麟先生（主席兼行政總裁）、鄧仲麟先生、 林偉雄先生及黃嘉盛先生；及獨立非執行董事曾永祺先生、黃江天博士太平紳士 及杜振偉先生組成。 ...

Revenue Performance - For the six months ended December 31, 2023, the Group's total revenue was HK$6.0 million, a decrease from HK$30.4 million in the prior period, representing a decline of approximately 80.3%[11]. - The cultural and entertainment segment generated HK$6.0 million, accounting for 100% of the Group's revenue, with HK$4.6 million (76.1%) coming from a new clubbing operation in Central, Hong Kong[15]. - Revenue from other businesses in the cultural and entertainment segment contributed approximately HK$1.4 million, or 23.9% of the Group's total revenue[19]. - Revenue from brand management decreased to HK$600,000 from HK$906,000, a decline of approximately 33.6% year-over-year[24]. - Revenue decreased by approximately HK$24.4 million, or approximately 80.2%, from HK$30.4 million in the prior period to HK$6.0 million in the reporting period, primarily due to the absence of revenue from the financing business segment[43]. - Total revenue for the six months ended December 31, 2023, was HK$6,029,000, a decrease of 80.2% compared to HK$30,374,000 for the same period in 2022[145]. - The club and entertainment business generated revenue of HK$4,592,000, which was not present in the previous year[192]. Financial Losses and Improvements - The Group's total segment loss for the reporting period was HK$2.6 million, a reduction from a loss of HK$309.8 million in the prior period, indicating an improvement in financial performance[12]. - Operating loss for the reporting period was approximately HK$4.9 million, a significant reduction of approximately 98.4% from the prior period's loss of approximately HK$316.0 million[37]. - Net loss for the reporting period was approximately HK$7.2 million, down approximately 97.8% from a net loss of approximately HK$329.6 million in the prior period[37]. - The loss before tax for the period was HK$7,129,000, a significant improvement compared to a loss of HK$318,195,000 in the same period last year[184]. - The company reported a total loss for the period of HK$7,208,000, compared to HK$329,644,000 in the same period last year[184]. - The group's period loss decreased by approximately HK$329.6 million or about 97.8% from the loss of approximately HK$329.6 million in the same period last year to a loss of approximately HK$7.2 million during the reporting period[68]. Economic and Market Conditions - The ongoing economic downturn in the People's Republic of China has adversely affected consumer confidence and the Group's cultural and entertainment business[19]. - The Group's management anticipates that it will take time for consumer spending habits to recover fully following the economic impacts of the COVID-19 pandemic[19]. - Consumer confidence remains low, with recovery of consumption habits expected to take time following the COVID-19 pandemic[20]. - The Group expects gradual recovery in national economic growth due to low inflation pressure and effective measures to stabilize growth in the PRC[65]. Cost Management and Operational Changes - The Group has discontinued its exhibitions and events business, resulting in no revenue from this segment during the reporting period[14]. - The Group is implementing cost-leadership measures to manage operational costs[173]. - Selling expenses decreased by approximately HK$3.6 million, or approximately 90.9%, from approximately HK$4.0 million in the prior period to approximately HK$0.4 million in the reporting period[53]. - Administrative expenses decreased by approximately HK$3.9 million, or approximately 28.6%, from approximately HK$13.7 million in the prior period to approximately HK$9.8 million in the reporting period[54]. - Employee benefits expenses decreased to HK$4,762,000 from HK$6,269,000, representing a reduction of approximately 24%[197]. Assets and Liabilities - As of December 31, 2023, the group's total current assets were approximately HK$190.8 million, an increase from approximately HK$182.9 million as of June 30, 2023, while current liabilities rose to approximately HK$80.6 million from approximately HK$58.1 million[74]. - The current ratio as of December 31, 2023, was about 2.4 times, down from about 3.1 times as of June 30, 2023[74]. - The gearing ratio increased to 25.7% as of December 31, 2023, compared to 24.0% as of June 30, 2023[75]. - The group's borrowings were approximately HK$9.0 million as of December 31, 2023, up from approximately HK$3.2 million as of June 30, 2023[80]. - The Group's net assets were approximately HK$120,529,000, with net current assets of approximately HK$110,235,000 as of December 31, 2023[139]. - The outstanding principal amount of borrowing due for repayment within the next twelve months is approximately HK$9,000,000, along with a corporate bond principal amount of HK$36,000,000[139]. Governance and Compliance - The Company has complied with all applicable Code Provisions of the Corporate Governance Code during the Reporting Period, except for the separation of the roles of Chairman and CEO[125]. - The Group has adopted the Model Code for securities transactions by Directors and confirmed compliance during the Reporting Period[133]. - The Board believes that combining the roles of Chairman and CEO can facilitate the execution of the Group's business strategies[128]. - The Company may seek to re-comply with the Corporate Governance Code by appointing a suitable candidate for the CEO position in the future[128]. Cash Flow and Financial Position - The company reported a net cash generated from operating activities of HK$2,752,000 for the six months ended December 31, 2023, compared to a net cash used of HK$63,982,000 in the same period of 2022[154]. - Net cash used in investing activities was HK$7,690,000 for the six months ended December 31, 2023, compared to HK$60,000 in the previous year[154]. - Cash and cash equivalents at the end of the period were HK$2,611,000, a decrease from HK$3,953,000 at the end of December 2022[154]. - The accumulated losses increased to HK$406,150,000 as of December 31, 2023, from HK$399,457,000 as of July 1, 2023[152]. - The company reported an increase in cash and cash equivalents of HK$136,000 for the six months ended December 31, 2023, compared to a decrease of HK$65,131,000 in the same period of 2022[154].

Financial Performance - Total revenue for the six months ended December 31, 2023, was HKD 6,029,000, a decrease of 80.2% compared to HKD 30,374,000 for the same period in 2022[3] - Gross profit for the same period was HKD 4,269,000, representing a gross margin of approximately 70.8%[4] - The operating loss from continuing operations was HKD 4,920,000, significantly improved from a loss of HKD 315,998,000 in the previous year[4] - The net loss attributable to the owners of the company for the period was HKD 6,693,000, compared to a loss of HKD 329,644,000 in the prior year[5] - The company reported a basic and diluted loss per share of HKD 0.33, an improvement from HKD 17.76 in the same period last year[5] - The segment performance showed a loss of HKD 7,208,000 for the period, compared to a loss of HKD 329,644,000 in the previous year[21] - For the six months ended December 31, 2023, the company reported a pre-tax loss of HKD 6,693,000 compared to a loss of HKD 329,401,000 for the same period in 2022, indicating a significant improvement[38] - The group reported a total loss of HKD 2,616,000 for the reporting period, compared to a loss of HKD 309,771,000 in the same period last year, indicating a significant reduction in losses[63] - The company's revenue for the reporting period was approximately HKD 6 million, a decrease of about 80.2% from approximately HKD 30.4 million in the same period last year[77] - The operating loss for the reporting period was approximately HKD 4.9 million, a significant reduction of about 98.4% compared to an operating loss of approximately HKD 316 million in the previous year[77] - The net loss for the reporting period was approximately HKD 7.2 million, down about 97.8% from a net loss of approximately HKD 329.6 million in the same period last year[77] Assets and Liabilities - Cash and bank balances as of December 31, 2023, were HKD 2,611,000, up from HKD 2,400,000 as of June 30, 2023[7] - Total assets as of December 31, 2023, were HKD 190,831,000, compared to HKD 182,905,000 as of June 30, 2023[7] - The company’s total liabilities increased to HKD 80,596,000 from HKD 58,121,000, reflecting a rise of 38.6%[9] - The total assets of the group as of December 31, 2023, were HKD 201,125,000, compared to HKD 183,121,000 as of June 30, 2023[23] - The total liabilities increased to HKD 80,596,000 as of December 31, 2023, from HKD 58,121,000 as of June 30, 2023[23] - The net asset value of the group was approximately HKD 120,529,000, with current assets amounting to HKD 110,235,000, primarily consisting of factoring receivables, finance lease receivables, and trade receivables[15] - The group had borrowings of approximately HKD 9 million as of December 31, 2023, up from approximately HKD 3.2 million as of June 30, 2023[98] Revenue Sources - The company reported a significant decline in customer contract revenue from brand management, promotional and consulting services, and merchandise trading compared to the previous year[26] - The cultural and entertainment segment generated revenue of approximately HKD 6 million, accounting for 100% of the group's revenue, with about HKD 4.6 million (76.1%) coming from a newly launched club business targeting entertainment and liquor clients in Central, Hong Kong[66] - Revenue from the cultural and entertainment segment was approximately HKD 140,000, accounting for about 23.9% of the group's total revenue[77] - The company recorded a significant decrease in brand management revenue, from HKD 906,000 in the previous year to HKD 600,000 in the current period[69] - The promotional and consulting services revenue dropped from HKD 2.5 million to HKD 553,000 year-on-year[69] - The financing business did not generate any revenue during the reporting period, compared to approximately HKD 23.7 million in the same period last year[73] Cash Flow and Financing - As of the reporting date, the company's cash and bank balance was approximately HKD 2,611,000, with outstanding borrowings due within the next twelve months amounting to HKD 9,000,000 and bonds totaling HKD 36,000,000[15] - The group has taken measures to alleviate liquidity pressure and improve its financial position, including monitoring debt recovery actions and seeking additional financing sources[17] - The company recognized a total of HKD 1,722,000 in cost of sales for inventory, down from HKD 3,029,000 in the previous year, representing a decrease of about 43%[31] - The actual interest expense for the bonds was HKD 1,968,000, with a carrying amount of HKD 42,639,000 as of December 31, 2023, reflecting an effective annual interest rate of 10.41%[55] - Financial costs increased by approximately HKD 200,000 or about 12.0% from approximately HKD 2 million in the same period last year to approximately HKD 2.2 million during the reporting period, mainly due to new loans of HKD 9 million[88] Governance and Compliance - The board believes that preparing the consolidated financial statements on a going concern basis is appropriate, despite the significant uncertainties regarding the company's ability to continue as a going concern[16] - The audit committee consists of three independent non-executive directors, responsible for reviewing and supervising the company's financial reporting processes[116] - The board of directors includes both executive and independent non-executive members, ensuring governance compliance[121] Shareholder Information - The company did not recommend any dividend distribution for the reporting period, consistent with the previous year[36] - The board does not recommend the payment of an interim dividend for the reporting period, consistent with the previous year[92] - Trading of the company's shares has been suspended since October 3, 2023, until further notice[119] - The interim report will be sent to shareholders and published on the company's and the stock exchange's websites at an appropriate time[117]

Financial Performance - For the year ended June 30, 2023, total revenue decreased to HK$41,219,000, down 63.3% from HK$112,161,000 in the previous year[11]. - Cultural and entertainment revenue dropped significantly to HK$9,918,000, a decline of 82.5% compared to HK$56,832,000 in 2022[15]. - Financing revenue also decreased to HK$31,301,000, down 43.5% from HK$55,329,000 in the prior year[15]. - The Group reported an operating loss of HK$486,091,000 for the year, compared to a loss of HK$116,815,000 in 2022[11]. - Net loss for the year was HK$506,497,000, worsening from a loss of HK$122,867,000 in the previous year[11]. - The Group's gross profit for the reporting year was approximately HK$35.59 million, down from HK$78.93 million in the prior year[98]. - The operating loss margin for the reporting year was approximately (1,179.29)%, compared to (103.04)% in the prior year[98]. - The loss for the year attributable to the owners of the Company increased by approximately HK$383.63 million, or approximately 4.12 times, from approximately HK$122.87 million in the Prior Year to approximately HK$506.50 million for the Reporting Year[152]. Assets and Liabilities - Total assets as of June 30, 2023, were HK$183,121,000, a significant decrease from HK$703,583,000 in 2022[11]. - Total liabilities increased slightly to HK$58,121,000 from HK$57,665,000 in the previous year[11]. - The Group's net assets fell to HK$125,000,000, down from HK$645,918,000 in 2022, indicating a decline of 80.7%[11]. - As of June 30, 2023, the Group's total current assets were approximately HK$182.91 million, a decrease from approximately HK$559.47 million in 2022[154]. - The Group's borrowings and corporate bonds amounted to approximately HK$43.91 million as of June 30, 2023, compared to approximately HK$40.51 million in 2022[166]. - The gearing ratio as of June 30, 2023, was approximately 23.98%, a notable increase from approximately 5.76% in 2022[169]. Revenue Breakdown - The exhibitions and events business recorded nil revenue for the Reporting Year, representing 0% of total revenue, consistent with the previous year[18][22]. - Revenue from the cultural and entertainment business decreased by approximately HK$46.91 million, or approximately 82.54%, from approximately HK$56.83 million in the prior year to approximately HK$9.92 million for the Reporting Year, accounting for approximately 24.06% of total revenue[26][28]. - The trading business, primarily involving wine and liquors, generated revenue of HK$5.72 million, significantly down from HK$34.85 million in the prior year[31]. - Brand management and related services under the "DrOscar" brand generated revenue of HK$1.70 million, down from HK$4.93 million in the prior year[31]. - Promotion and consulting services revenue decreased from HK$17.05 million to HK$2.50 million, reflecting a significant decline in demand[31]. - Revenue from the financing business decreased by approximately HK$24.03 million, or approximately 43.43%, from approximately HK$55.33 million in the prior year to approximately HK$31.30 million in the reporting year[46]. - The financing business represented approximately 75.94% of the total revenue, up from approximately 49.33% in the previous year[47]. Impairment and Credit Losses - The Group recorded an impairment loss of expected credit loss, net of reversal, of approximately HK$359.5 million during the Reporting Year, indicating a lower ability to recover outstanding amounts compared to the expected credit period[40]. - The Group recognized an impairment loss under the expected credit loss (ECL) model of approximately HK$359.49 million during the reporting year[131]. - Approximately HK$327.3 million, or about 91.0% of the impairment losses, were attributable to factoring receivables[132]. - The Group's assessment of impairment losses considered the rise in inflation and fears of a global recession impacting the overall economic environment[127]. - As of June 30, 2023, the loss rate for overdue factoring receivables ranged from approximately 28% for non-matured receivables to approximately 72% for matured receivables, a significant increase from the previous year's rates of 0.1% to 10%[139]. Business Strategy and Future Outlook - Future strategies may include exploring new markets and enhancing service offerings to recover from the current financial downturn[13]. - The Group plans to adopt a more prudent and conservative approach in approving new loan cases in the future due to the adverse impact on the financing business[41]. - The cultural and entertainment comprehensive services platform is currently being restructured to enhance brand management and attract new members[20]. - The Group is exploring partnerships with local and overseas brands to strengthen its member base and improve brand management[20]. - The group plans to discontinue its exhibitions and events business to allocate resources more efficiently towards existing and potential business projects[179]. - The group aims to diversify income streams and will prudently monitor potential business opportunities to maximize shareholder value[180]. Workforce and Employee Compensation - The total remuneration paid to employees, including directors, for the reporting year was approximately HK$13,240,000, a decrease of about 28.5% from HK$18,395,000 in 2022[195]. - As of June 30, 2023, the group had 23 full-time employees, down from 96 full-time employees in 2022, indicating a significant reduction in workforce[193]. Auditor's Opinion and Compliance - The independent auditor did not express an opinion on the consolidated financial statements due to material uncertainties regarding the group's ability to continue as a going concern and the recoverability of receivables[198]. - The independent auditor's report highlighted significant uncertainties related to third-party settlements of factoring receivables, affecting the audit opinion[199]. - The company is focused on addressing the auditor's disclaimer of opinion through a proposed action plan to enhance financial reporting and compliance[198].

香港交易及結算所有限公司及香港聯合交易所有限公司對本公佈之內容概不負責， 對其準確性或完整性亦不發表任何聲明，並表明概不就因本公佈全部或任何部分內 容而產生或因倚賴該等內容而引起之任何損失承擔任何責任。 （於開曼群島註冊成立之有限公司） 1360 （股份代號： ） 截至二零二三年六月三十日止年度之 年度業績公佈 諾發集團控股有限公司（「本公司」）董事（「董事」）會（「董事會」）提呈本公司及其附屬 公司（統稱「本集團」）截至二零二三年六月三十日止年度（「報告年度」）之綜合業績連 同截至二零二二年六月三十日止年度（「去年」或「二零二二年」）比較數字如下： 綜合損益及其他全面收益表 截至二零二三年六月三十日止年度 二零二三年 二零二二年 附註 千港元 千港元 （經重列） 持續經營業務 5 收益 9,918 56,832 ...

Revenue Performance - Total revenue for the six months ended December 31, 2022, was HK$30.374 million, a decrease of 54.5% compared to HK$66.897 million for the same period in 2021[12]. - Revenue from the cultural and entertainment business contributed approximately 22.0% of the Group's total revenue during the Reporting Period[16]. - The Group's financing segment revenue decreased to HK$23.685 million from HK$28.995 million, representing a decline of 18.0%[12]. - The exhibitions and events business generated no revenue for both the Reporting Period and the Prior Period, accounting for 0% of total revenue[15]. - Revenue from the cultural and entertainment business decreased by approximately HK$31.2 million, or approximately 82.3%, from approximately HK$37.9 million for the Prior Period to approximately HK$6.7 million for the Reporting Period, representing approximately 22.0% of total revenue[25]. - Revenue from trading of goods, primarily liquors, decreased by approximately 86.6% compared to the Prior Period, contributing approximately 10.9% of total revenue, down from approximately 36.7%[32]. - Revenue from the financing business contributed approximately 78.0% of the Group's total revenue, but decreased by approximately 18.3% due to the COVID-19 pandemic[34]. - Revenue from credit factoring, finance leasing, and money lending represented approximately 75.4%, 1.7%, and 0.9% of the total revenue of the Group, respectively[40]. - Revenue from the financing business decreased by approximately HK$5.3 million, or 18.3%, from approximately HK$29.0 million in the prior period to approximately HK$23.7 million in the reporting period, representing 78.0% of total revenue[46][48]. - The Group recorded a total revenue of approximately HK$30.4 million, a decrease of approximately HK$36.5 million or 54.6% compared to HK$66.9 million in the prior period[57][62]. Impairment and Losses - Impairment losses on goodwill amounted to approximately HK$126.5 million for the Cheer Sino Group cash generating unit and approximately HK$2.1 million for the Fortune Selection Group cash generating unit[21]. - Impairment losses under the expected credit loss model increased by approximately HK$191.4 million, representing an increase of approximately 5,269.9% over the Prior Period[35]. - Impairment loss on goodwill amounted to approximately HK$126.5 million due to the adverse impact of the COVID-19 pandemic[57][58]. - The company reported an impairment loss on goodwill of HK$128,598,000, which is a substantial increase from HK$34,117,000 in the prior period[193]. - Impairment losses on goodwill were recognized for the Cheer Sino CGU and the Fortune Selection CGU amounting to approximately HK$126.5 million and approximately HK$2.1 million, respectively, due to uncertain economic conditions[65]. Operating and Net Loss - The operating loss for the reporting period was approximately HK$316.0 million, an increase of approximately 2,388.2% compared to HK$12.7 million in the prior period[57][58]. - The net loss for the reporting period was approximately HK$329.6 million, representing an increase of approximately 1,425.9% compared to HK$21.6 million in the prior period[57][58]. - The Group's operating loss increased by approximately HK$303.3 million, or approximately 2,388.2%, resulting in an operating loss of approximately HK$316.0 million for the Reporting Period[95]. - The Group's loss for the period increased by approximately HK$308.0 million, or approximately 1,425.9%, to approximately HK$329.6 million for the Reporting Period[101]. - Loss before tax from continuing operations was HK$317,970,000, compared to a loss of HK$15,484,000 in the prior year[193]. - Loss for the period from continuing operations was HK$329,401,000, compared to HK$19,677,000 in the previous year[193]. Customer and Market Impact - Over 75% of customers and members from the NOD Union could not overcome operating losses and chose to close their stores[20]. - The number of brand management clients decreased from 35 to 13, with 23 brand management contracts expiring without renewal during the Reporting Period[30]. - The Group's customer base for trading goods decreased from over 100 to 12 customers, significantly impacting revenue generation[32]. - Many existing customers did not renew contracts or memberships, resulting in a significant decrease in the number of customers and actual revenue, affecting forecasts for the financial years ending 2023 to 2025[80]. Financial Position and Assets - The Group's total current assets decreased to approximately HK$349.8 million as of December 31, 2022, down from approximately HK$559.5 million on June 30, 2022[121]. - The current ratio as of December 31, 2022, was about 6.2 times, compared to 9.9 times on June 30, 2022[121]. - The gearing ratio increased to 12.3% as of December 31, 2022, from 5.8% on June 30, 2022[122]. - Cash and cash equivalents decreased by approximately 94.4%, from approximately HK$71.8 million to approximately HK$4.0 million, primarily due to an increase in factoring receivables of approximately HK$89.0 million during the reporting period[123]. - The company reported a significant exchange difference loss of HK$20,841,000 due to translation of foreign operations during the period[200]. - As of December 31, 2022, total assets less current liabilities decreased to HK$295,907,000 from HK$647,073,000 as of June 30, 2022, representing a decline of approximately 54.4%[197]. - Net current assets as of December 31, 2022, were HK$293,094,000, down from HK$502,955,000 at the end of June 2022, indicating a decrease of about 41.7%[197]. - Total equity as of December 31, 2022, was HK$295,433,000, a significant drop from HK$645,918,000 as of July 1, 2022, reflecting a decrease of approximately 54.3%[197]. Strategic Decisions and Future Outlook - The Group has decided to suspend brand marketing for "PHEBE", "MT", and "U.CLUB", focusing solely on "DrOscar"[16]. - The Group's decision to discontinue the exhibitions and events business was due to disruptions caused by the COVID-19 pandemic[14]. - The Group expects clients' cash flow to resume to normal levels within 2023 as the COVID-19 pandemic eases[36]. - The Group is exploring expansion in Hong Kong and the Greater Bay Area through the acquisition of bars and restaurants[107]. - The Group plans to seek new cultural and entertainment contracts in China while shifting focus to acquiring bars and restaurants in Hong Kong and the Greater Bay Area[109]. - The Group aims to improve its operations and financial positions through all possible and reasonable measures[108]. Governance and Management - The company has established an Audit Committee consisting of three independent non-executive Directors to oversee financial reporting and internal control procedures[190]. - The company has complied with the Corporate Governance Code, except for the deviation where the roles of chairman and CEO are held by the same individual[176]. - The Board believes that combining the roles of Chairman and CEO facilitates the execution of business strategies and operational effectiveness[180]. - The Board is composed of two executive directors, one non-executive director, and three independent non-executive directors, ensuring a balance of power[180]. - The company may seek to appoint a qualified candidate for the CEO position in the future, considering business needs and development[180].

Financial Performance - The Group recorded revenue of approximately HK$112.16 million for the year ended 30 June 2022, a decrease of approximately 50.82% compared to HK$228.07 million in the prior year[11]. - Loss for the Reporting Year was approximately HK$122.87 million, representing an increase of approximately 21.54 times compared to a loss of HK$5.45 million in the prior year[11]. - Total comprehensive expenses for the Reporting Year amounted to approximately HK$137.00 million, compared to a total comprehensive income of approximately HK$46.54 million in the prior year[11]. - Total revenue for the year ended June 30, 2022, was approximately HK$112.16 million, a decrease of approximately HK$115.91 million, or approximately 50.82%, compared to approximately HK$228.07 million in the Prior Year[53][61]. - The operating loss for the Reporting Year was approximately HK$116.82 million, compared to an operating profit of approximately HK$56.75 million in the Prior Year[53][56]. - Net loss for the Reporting Year was approximately HK$122.87 million, an increase of approximately 21.54 times compared to the net loss of approximately HK$5.45 million in the Prior Year[53][56]. - Segment loss from the cultural and entertainment business was approximately HK$113.40 million, compared to a profit of approximately HK$77.60 million in the prior year[23]. - The loss attributable to the owners of the Company increased by approximately HK$122.05 million, or approximately 148.84 times, from approximately HK$0.82 million in the prior year to approximately HK$122.87 million in the reporting year[81]. Revenue Breakdown - Revenue from the cultural and entertainment business decreased by approximately HK$118.50 million, or approximately 67.59%, from approximately HK$175.33 million in the prior year to approximately HK$56.83 million for the reporting year[31]. - The exhibitions and events business recorded no revenue for the reporting year, representing 0% of total revenue, compared to approximately HK$0.12 million or 0.05% in the prior year[25]. - Financing segment generated revenue of approximately HK$55.33 million, an increase of approximately 5.4% from HK$52.62 million in the prior year[23]. - Revenue from the financing business increased by approximately HK$2.71 million, or approximately 5.15%, from approximately HK$52.62 million in the Prior Year to approximately HK$55.33 million in the Reporting Year, representing approximately 49.33% of total revenue[46][47]. - The cultural and entertainment business represented approximately 50.67% of total revenue for the reporting year, down from approximately 76.88% in the prior year[31]. Assets and Liabilities - Total assets as of 30 June 2022 were HK$703.58 million, down from HK$882.12 million in the previous year[8]. - Total liabilities as of 30 June 2022 were HK$57.67 million, compared to HK$99.21 million in the prior year[8]. - Net assets as of 30 June 2022 were HK$645.92 million, a decrease from HK$782.92 million in the previous year[8]. - As of June 30, 2022, the Group's total current assets were approximately HK$559.47 million, while current liabilities were approximately HK$56.51 million, resulting in a current ratio of about 9.90 times[83]. - The Group's borrowings as of June 30, 2022, were approximately HK$40.51 million, down from approximately HK$66.77 million in the prior year[94]. - The gearing ratio as of June 30, 2022, was approximately 5.76%, down from 7.57% in 2021[99]. Operational Challenges - The ongoing COVID-19 pandemic has significantly disrupted the Group's business operations, particularly due to government lockdowns[12]. - The Group suspended the development of the exhibition business, resulting in no revenue generated from this segment during the Reporting Year[13]. - The cultural and entertainment business focused on improving operational efficiency rather than developing new businesses during the economic downturn[13]. - The Group's business and profitability growth during the Reporting Year was impacted by increased competition and macroeconomic volatility in Hong Kong and the PRC[168]. - The overdue percentage of trade receivables has increased, indicating a rise in credit risk[106]. Cost Management - The Group plans to continue prudent management of revenue streams and implement stringent cost control measures to minimize risk exposure[14]. - Selling expenses decreased by approximately HK$5.66 million, or 38.87%, from approximately HK$14.56 million in the prior year to approximately HK$8.90 million in the reporting year[74]. - Administrative expenses decreased by approximately HK$18.80 million, or 43.02%, from approximately HK$43.70 million in the prior year to approximately HK$24.90 million in the reporting year[74]. Governance and Management - The company has a diverse board with expertise in various sectors including finance, real estate, and corporate governance[135]. - The board includes independent non-executive directors who provide oversight and strategic guidance[139]. - The company is focused on enhancing its corporate governance through experienced board members[137]. - The management team has a strong background in both local and international markets, which supports the company's expansion strategies[132]. - The company is committed to leveraging its directors' extensive experience to drive growth and innovation[130]. Future Outlook - The Group expects revenue improvement in the long term as the COVID-19 pandemic is brought under control[107]. - The Group will continue to explore new wine distributors to facilitate growth in the industry[29]. Miscellaneous - The Group did not have any material acquisitions or disposals during the Reporting Year[103]. - The Directors do not recommend the payment of a final dividend for the Reporting Year, consistent with 2021[104]. - There were no specific plans for material investments or capital assets as of June 30, 2022[102]. - The Group has established long-term business relationships with major suppliers and customers, contributing to employee retention and good relations[178]. - The Group is committed to minimizing its environmental impact through energy conservation and recycling initiatives[172]. - The Group's internal control policies and procedures are in place to ensure compliance with relevant laws and regulations impacting its operations[177].

Revenue Performance - For the six months ended December 31, 2021, total revenue decreased to approximately HK$66.90 million, down 51.19% from HK$137.29 million in the prior period[10]. - Revenue from the cultural and entertainment business decreased by approximately HK$73.48 million, or approximately 65.97%, from approximately HK$111.38 million in the prior period to approximately HK$37.90 million in the reporting period[19]. - The exhibitions and events business recorded no revenue for both the reporting period and the prior period, representing 0% of total revenue[12]. - Revenue decreased by approximately HK$70.39 million, or approximately 51.27%, from approximately HK$137.29 million for the Prior Period to approximately HK$66.90 million for the Reporting Period[39]. - Revenue from the financing business increased by approximately HK$3.09 million, or approximately 11.93%, from approximately HK$25.91 million for the Prior Period to approximately HK$29.00 million for the Reporting Period, representing 43.35% of total revenue[28]. - Revenue from brand management decreased from HK$5.04 million in 2020 to HK$3.15 million in 2021[22]. - Revenue from promotion and consulting services decreased from HK$49.07 million in 2020 to HK$10.22 million in 2021[22]. - Revenue from trading of goods decreased from HK$57.27 million in 2020 to HK$24.53 million in 2021[22]. - Revenue for the six months ended December 31, 2021, was HK$66,897,000, a decrease of 51.2% compared to HK$137,288,000 for the same period in 2020[132]. - Revenue from external customers decreased to HK$66,897,000 in 2021 from HK$137,288,000 in 2020, reflecting a significant decline in business activity[164]. Financial Losses - The segment loss from the cultural and entertainment business was approximately HK$29.95 million in the reporting period, compared to a profit of HK$29.70 million in the prior period[10]. - The Group's total segment loss for the reporting period was approximately HK$3.85 million, compared to a profit of HK$50.48 million in the prior period[10]. - The operating loss for the Reporting Period was approximately HK$13.36 million, representing an increase of approximately 135.12% compared to the operating profit of approximately HK$38.04 million in the Prior Period[35]. - Net loss for the Reporting Period was approximately HK$21.60 million, an increase of approximately 264.13% compared to the net profit of approximately HK$13.16 million in the Prior Period[35]. - The Group's loss for the period increased by approximately HK$34.76 million or approximately 264.13%, resulting in a loss of approximately HK$21.60 million for the reporting period[55]. - The company reported a net loss for the period of HK$21,597,000, compared to a profit of HK$13,164,000 in the prior year, marking a significant decline[132]. - For the six months ended December 31, 2021, the loss attributable to owners of the Company was HK$21,597,000, compared to a profit of HK$17,789,000 for the same period in 2020[182]. Impairment and Expenses - An impairment loss of approximately HK$34.12 million was recorded under the Cheer Sino Group cash-generating unit due to the impact of COVID-19[14]. - The Group recognized goodwill impairment loss of approximately HK$34.12 million and intangible asset impairment loss of approximately HK$0.37 million due to economic uncertainty risks during the reporting period[46]. - Impairment loss on goodwill was HK$34,117,000, indicating a significant write-down in asset value[132]. - Administrative expenses decreased by approximately HK$10.72 million, or approximately 42.39%, from approximately HK$25.29 million for the Prior Period to approximately HK$14.57 million for the Reporting Period[44]. - Selling expenses decreased by approximately HK$7.41 million, or approximately 57.40%, from approximately HK$12.91 million for the Prior Period to approximately HK$5.50 million for the Reporting Period[44]. - Employee benefit expenses totaled HK$9,413,000 for the six months ended December 31, 2021, compared to HK$17,974,000 in 2020, indicating cost-cutting measures[168]. Cash and Assets Management - The Group maintained cash and cash equivalents of approximately HK$90.33 million as of December 31, 2021, compared to approximately HK$69.06 million as of June 30, 2021[72]. - The current ratio improved to approximately 9.29 times as of December 31, 2021, compared to approximately 5.95 times as of June 30, 2021[66]. - The gearing ratio decreased to 4.84% as of December 31, 2021, from 7.57% as of June 30, 2021[67]. - As of December 31, 2021, the Group's borrowings amounted to approximately HK$40.48 million, a decrease from approximately HK$66.77 million as of June 30, 2021[77]. - Cash and cash equivalents increased to HK$90,332,000 from HK$69,059,000, reflecting a growth of approximately 30.83%[135]. - Net current assets increased to HK$507,104,000 from HK$473,814,000, representing a growth of about 7.02%[136]. - The company's net assets stood at HK$771,405,000 as of December 31, 2021, compared to HK$782,917,000 at the end of June 2021, a decline of about 1.64%[136]. - The total equity of the company was HK$771,405,000, unchanged in share capital at HK$3,712,000, while reserves decreased from HK$779,205,000 to HK$767,693,000[136]. Corporate Governance and Structure - The company has adopted the Corporate Governance Code and complied with all applicable code provisions during the reporting period, except for the separation of the roles of chairman and CEO[116]. - The chairman and CEO roles are held by Mr. Deng Zhonglin since May 31, 2021, to facilitate business strategy execution[120]. - The company has a balanced board structure with two executive directors, one non-executive director, and three independent non-executive directors to ensure proper checks and supervision[120]. - The company is considering appointing a suitable candidate for the CEO position in the future based on business needs[120]. - The Audit Committee reviewed the financial reporting process and internal control procedures, ensuring compliance with the CG Code and Listing Rules[128]. Market and Operational Insights - The overall performance of the cultural and entertainment business was significantly affected by the pandemic preventive measures and social distancing policies imposed by the PRC government[13]. - The Group intends to shift resources from the exhibitions and events business to other segments until pandemic measures are relaxed[11]. - The principal activities of the Company include the organization and sponsorship of exhibitions and events, and the operation of a cultural and entertainment comprehensive services platform[142]. - The Group's revenue and results are segmented into exhibitions and events, cultural and entertainment services, and financing services[156].

Financial Performance - The Group recorded a revenue of approximately HK$228.07 million for the year ended 30 June 2021, representing a decrease of approximately 58.62% compared to HK$551.11 million for the prior year[12]. - The loss for the Reporting Year was approximately HK$5.45 million, a significant decline from a profit of approximately HK$142.17 million in the previous year, representing a decrease of approximately 103.83%[12]. - Total comprehensive income for the Reporting Year was approximately HK$46.54 million, down approximately 60.91% from HK$119.06 million in the prior year[12]. - Revenue decreased by approximately HK$323.04 million, or approximately 58.62%, from approximately HK$551.11 million in the prior year to approximately HK$228.07 million in the reporting year[66]. - Operating profit decreased by approximately HK$191.46 million, or approximately 77.14%, from approximately HK$248.21 million in the prior year to approximately HK$56.75 million in the reporting year[77]. - The Group's loss for the year attributable to the owners increased by approximately HK$137.92 million, or approximately 100.60%, from profit of approximately HK$137.10 million for the Prior Year to loss of approximately HK$0.82 million for the Reporting Year[83]. Revenue Breakdown - Revenue from exhibitions and events decreased by approximately HK$46.18 million, or approximately 99.74%, from approximately HK$46.30 million for the Prior Year to approximately HK$0.12 million for the Reporting Year, representing 0.05% of total revenue[30]. - Revenue from cultural and entertainment business decreased by approximately HK$271.68 million, or approximately 60.78%, from approximately HK$447.01 million for the Prior Year to approximately HK$175.33 million for the Reporting Year, representing 76.88% of total revenue[33]. - Brand management and related services revenue decreased from HK$19.79 million in the Prior Year to HK$10.39 million in the Reporting Year[41]. - Promotion and consulting services revenue decreased from HK$195.66 million in the Prior Year to HK$60.37 million in the Reporting Year[41]. - Trading of goods revenue was approximately HK$104.56 million in the Reporting Year, down from HK$136.56 million in the Prior Year[41]. - The Group's financing segment revenue decreased from HK$57.81 million in the Prior Year to HK$52.62 million in the Reporting Year[27]. Impact of COVID-19 - The Group did not organize any large-scale exhibitions during the Reporting Year due to the ongoing challenges posed by the COVID-19 pandemic[13]. - The cultural and entertainment business was significantly impacted by temporary store closures and lower customer traffic, leading to some clients closing their stores to mitigate losses[14]. - The overall performance of the cultural and entertainment business was significantly impacted by COVID-19 pandemic prevention measures and social distancing policies[31]. - The development of the Group's e-platform has been postponed due to uncertainties surrounding the COVID-19 pandemic[15]. - If the current market conditions persist, the Group may be forced to abandon its exhibitions and events business[13]. - The ongoing COVID-19 pandemic is expected to continue challenging the business environment, particularly in the exhibitions and events industry, although revenue is anticipated to improve once the pandemic is under control[120][123]. Cost Management - The Group plans to manage revenue sources more prudently and implement stringent cost control measures to minimize risk exposure in the uncertain economic environment[20]. - Selling expenses decreased by approximately HK$11.27 million, or approximately 43.63%, from approximately HK$25.83 million in the prior year to approximately HK$14.56 million in the reporting year[70]. - Administrative expenses decreased by approximately HK$17.12 million, or approximately 28.15%, from approximately HK$60.82 million in the prior year to approximately HK$43.70 million in the reporting year[70]. Assets and Liabilities - Total assets as of 30 June 2021 were HK$882.12 million, a decrease from HK$1,157.37 million in the previous year[9]. - Total liabilities decreased to HK$99.21 million from HK$459.72 million in the prior year[9]. - As of June 30, 2021, the Group's total current assets were approximately HK$569.59 million, down from HK$692.42 million in 2020, while current liabilities decreased to approximately HK$95.78 million from HK$447.97 million, resulting in a current ratio of about 5.95 times compared to 1.55 times in 2020[95][101]. - The Group's cash and cash equivalents as of June 30, 2021, were approximately HK$69.06 million, a decrease from HK$137.43 million in 2020[96][101]. - Borrowings as of June 30, 2021, were approximately HK$66.77 million, significantly reduced from HK$312.27 million in 2020, with a gearing ratio of 7.57% compared to 26.98% in the previous year[107][110]. Employee and Management - As of June 30, 2021, the Group had 97 full-time employees, a decrease from 154 employees in 2020, indicating a reduction of about 37%[129][133]. - The remuneration policy includes salaries, discretionary bonuses, and commissions, with additional medical benefits and training provided to employees[129][133]. - The Group's chairman and CEO, Mr. Deng, has over 21 years of experience in corporate management and strategic planning[135][139]. - Ms. Huang, a non-executive Director, has over 21 years of experience in managing real estate agency business in the PRC[143][144]. - Mr. Choi has over 12 years of experience in securities trading, fundraising activities, corporate finance, and project investments[148]. - Mr. Tsang has over 26 years of experience in finance, accounting, and auditing[150]. Strategic Focus and Future Outlook - The Group plans to closely monitor the development of the COVID-19 pandemic and implement measures to mitigate its operational impact[121][124]. - The Group's strategic focus includes managing foreign exchange risks and optimizing employee remuneration structures[128][130]. - The Group has established a team to monitor developments in the PRC to adjust business strategies accordingly[190]. - The Group's business and profitability growth during the Reporting Year was impacted by increased competition and macroeconomic volatility in Hong Kong and the PRC[187]. Dividend Policy - The Group did not recommend the payment of a final dividend for the Reporting Year, consistent with the previous year where no dividend was paid[113][117]. - The Company has adopted a dividend policy aimed at allowing shareholders to participate in profits while retaining reserves for future growth[200].

Revenue Performance - Total revenue for the six months ended December 31, 2020, was approximately HK$137.29 million, a decrease of 67.80% from HK$426.59 million in the prior period[11]. - Revenue from the exhibition and events segment decreased by 100% to nil, representing 0% of total revenue compared to 10.77% in the prior period[13][17]. - Revenue from the cultural and entertainment segment decreased by approximately HK$235.08 million, or 67.85%, from approximately HK$346.46 million in the prior period to approximately HK$111.38 million[19][20]. - Financing segment revenue was approximately HK$25.91 million, down from HK$34.20 million, reflecting a decrease of 24.80%[11]. - The cultural and entertainment business accounted for 81.13% of total revenue, slightly down from 81.22% in the prior period[19][20]. - The overall performance of the cultural and entertainment business was weak, impacted by government-imposed epidemic prevention measures and social distancing policies[15]. - Revenue from money lending decreased by approximately HK$1.00 million, or approximately 71.43%, from HK$1.40 million to HK$0.40 million[28]. - Revenue from finance leasing decreased by approximately HK$7.50 million, or approximately 61.98%, from HK$12.10 million to HK$4.60 million[35]. - Credit factoring revenue increased by approximately HK$0.22 million, or approximately 1.06%, from HK$20.70 million to HK$20.92 million[36]. - Total revenue from external customers decreased to HK$137,288,000 in 2020 from HK$426,591,000 in 2019, representing a decline of approximately 67.8%[153]. Profitability - Operating profit for the Reporting Period was approximately HK$38.04 million, representing a decrease of approximately 78.86% from HK$179.93 million in the Prior Period[42]. - Net profit for the Reporting Period was approximately HK$13.16 million, down approximately 87.66% from HK$106.61 million in the Prior Period, primarily due to the adverse impact of COVID-19[42]. - The operating profit margin decreased from 42% in the Prior Period to 28% in the Reporting Period[45]. - The Group's operating profit decreased by approximately HK$141.89 million, or approximately 78.86%, from approximately HK$179.93 million in the prior period to approximately HK$38.04 million in the reporting period[52]. - Profit before tax decreased to HK$24,375,000 in 2020 from HK$161,049,000 in 2019, reflecting a decline of approximately 84.8%[156]. - The company reported a profit for the period of HK$13,164,000 in 2020, down from HK$106,611,000 in 2019, a decline of approximately 87.6%[156]. - Basic earnings per share attributable to owners of the Company decreased to 1.02 HK cents, down from 6.92 HK cents in 2019[123]. Financial Position - As of December 31, 2020, the Group's total current assets were approximately HK$610.84 million, down from approximately HK$692.42 million as of June 30, 2020[67]. - The current liabilities as of December 31, 2020, were approximately HK$224.25 million, a decrease from approximately HK$447.97 million as of June 30, 2020[67]. - The current ratio improved to about 2.72 times as of December 31, 2020, compared to about 1.55 times as of June 30, 2020[67]. - The gearing ratio decreased to 16.80% as of December 31, 2020, from 26.98% as of June 30, 2020[68]. - The Group's borrowings were approximately HK$171.53 million as of December 31, 2020, down from approximately HK$312.27 million as of June 30, 2020[75]. - Cash and cash equivalents increased to approximately HK$154.46 million as of December 31, 2020, compared to approximately HK$137.43 million as of June 30, 2020[68]. - The company's total equity attributable to owners increased to HK$791,639,000 from HK$692,481,000, reflecting a growth of 14.3%[128]. Operational Challenges - The exhibition industry faced significant operational difficulties due to COVID-19, leading to a complete halt in exhibitions during the reporting period[12]. - The company anticipates continued revenue decline from the exhibition and events segment in the coming years[12]. - The Group anticipates a challenging business environment in the short to medium term, particularly in the exhibition and events industry due to the ongoing impacts of COVID-19[54]. - The economic impact of COVID-19 is expected to take a long time to overcome, affecting the Group's business strategies[53]. - The Group is closely monitoring the development of COVID-19 and is taking reasonable measures to mitigate its effects on operations[55]. Employee and Corporate Governance - The Group had a total of 102 full-time employees, down from 154 as of June 30, 2020[83]. - The remuneration packages for employees include salaries, discretionary bonuses, and commissions, structured according to market conditions and individual performance[83]. - The remuneration committee will review and recommend compensation packages for Directors and senior management based on comparable companies and their responsibilities[84]. - The company has complied with all applicable Code Provisions as set out in the Corporate Governance Code during the reporting period[112]. - The Board regularly reviews corporate governance practices and has applied the principles of the Corporate Governance Code[111]. Share Capital and Dividends - The Company did not recommend the payment of an interim dividend for the reporting period, consistent with the previous year[58]. - The company declared dividends of HK$73,145,000 for the previous year, impacting retained earnings[128]. - A total of 292,500,000 ordinary shares were issued at HK$0.13 per share during the reporting period[80]. - The total outstanding share options as of December 31, 2020, amounted to 41,260,000[109]. - The vesting of share options is conditional upon fulfilling certain performance targets, with various exercisable periods until May 31, 2028[110]. Segment Performance - The Group's main business segments include exhibition and events organization, cultural and entertainment services, and financing services[150][151]. - The Group's financing segment provides money lending, finance leasing, and credit factoring services, contributing to its diversified revenue streams[151]. - Segment results for the exhibition and events segment showed a loss of HK$3,353,000 in 2020 compared to a profit of HK$15,529,000 in 2019, indicating a significant downturn[156]. - The Group's cultural and entertainment services platform includes brand management, consulting services, and artist agency services, enhancing its market presence[151]. - Revenue from exhibition organization and sponsorship was HK$0, down from HK$45,934,000 in 2019, indicating a complete cessation of this revenue stream[161].