Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. 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。 Minshang Creative Technology Holdi ...

Financial Position - As of September 30, 2024, trade receivables amounted to HK$26,802,000, with an allowance for credit loss of HK$26,661,000, resulting in a net trade receivable of HK$141,000[1]. - Trade payables as of September 30, 2024, totaled HK$17,938,000, with HK$17,844,000 overdue for over 90 days[9]. - The current portion of other payables and accruals as of September 30, 2024, was HK$8,880,000, an increase from HK$7,191,000 as of March 31, 2024[16]. - The total amount due to the immediate holding company remained unchanged at HK$5,000 as of both reporting dates[16]. - The total amount due to the immediate holding company was HK$5,000[35]. - As of 30 September 2024, the Group's cash and cash equivalents were HK$14.0 million, representing an increase of 33.3%, or HK$3.5 million, compared to HK$10.5 million as of 31 March 2024[163]. - The Group's total current assets and current liabilities were HK$54.7 million and HK$28.7 million respectively, with a current ratio of about 1.9 times[165]. - The Group had no bank and other borrowings as of 30 September 2024[165]. - The Group's issued share capital as of 30 September 2024 was HK$2,233,187, divided into 893,274,910 ordinary shares[155]. - The Group did not have any mortgage or charge over its assets as of September 30, 2024[191]. - The company has no material contingent liabilities as of September 30, 2024[199]. Revenue and Income - Revenue from the trading business was HK$67,439,000, while revenue from the Vietnamese-style restaurant business was HK$2,266,000[73]. - The company reported other income and gains of HK$27,654,000, indicating diversification in revenue streams[73]. - The company reported a profit of HK$14,911,000 from continuing operations for the six-month period ended September 30, 2023, compared to a loss of HK$25,643,000 from discontinued operations[77]. - Total comprehensive income attributable to shareholders from continuing operations was HK$12,730,000, while from discontinued operations it was HK$25,643,000[81]. - The basic and diluted earnings per share from continuing operations was HK$1.67, an improvement from a loss of HK$2.87 in the previous period[83]. Expenses and Costs - The company incurred advertising and marketing costs of HK$950,000 to a related company in the previous period, with no such costs reported for the current period[21]. - Employee benefit expenses totaled HK$2,884,000, reflecting a strategic focus on workforce management[73]. - Staff costs increased by 83.9%, or HK$1.99 million, from HK$2.37 million for the last corresponding period to HK$4.36 million for the current period, mainly due to an increase in headcount for the renewable energy technology business[145][147]. - Directors' fees decreased to HK$360,000 from HK$450,000 in the previous year[41]. Investments and Subsidiaries - The company disposed of its entire equity interest in Prosperity One Limited and its subsidiaries for a total consideration of HK$31,000,000[43]. - The gain on the disposal of subsidiaries amounted to HK$25,829,000[47]. - The cash consideration received from the disposal of subsidiaries was HK$31,000,000, with net cash inflows from the transaction amounting to HK$27,866,000 after accounting for cash equivalents disposed of[52]. - The company provided a loan of HK$9.5 million to RUNMING International Limited, bearing interest at 8% per annum, expiring on October 6, 2025[37]. - The outstanding loan to an associate was HK$27,378,000, reflecting a slight decrease from HK$27,534,000[35]. - The Group established a non-wholly owned subsidiary, Xuke Qingchun, with a registered capital of RMB50 million, where the Group contributed RMB25.5 million, accounting for 51% of the capital[122][128]. - The company is required to contribute RMB25.5 million for the establishment of a subsidiary focused on Renewable Energy Technology[181]. Business Operations - For the six months ended September 30, 2024, Minshang Creative Technology Holdings Limited focused on three principal businesses: trading, IT solutions, and renewable energy technology[104]. - The trading business, through its subsidiary Minshang Ningbo, engaged in B2B sales of 3C electronic products, frozen foods, and grain & oil products, adapting procurement to market trends[106][107]. - The IT solution business operates through Qianhai Minshang and Changjing Wanxiang, providing digital solutions for customer acquisition and marketing to various sectors including real estate and financial institutions[111][115]. - Qianhai Minshang's services include customer acquisition solutions for banks, enhancing risk control and operational support, which helps reduce credit risks and costs[113]. - Changjing Wanxiang specializes in SaaS systems and IT solutions, offering membership management and marketing tools to enhance direct operations for clients in retail and other sectors[115][116]. - The Group's IT solutions aim to improve sales efficiency and achieve growth targets for real estate developers by leveraging advanced digital technologies[113]. - The IT solution business of Changjing Wanxiang also includes procurement and distribution services for goods sold through membership platforms, enhancing customer experience[116]. Future Plans and Strategies - Approximately HK$29 million of the net proceeds from the subscription will be used as capital injection for a non-wholly owned subsidiary in China to develop renewable energy technology[91]. - The Group is committed to developing renewable energy technology as part of its long-term business strategy[104]. - The company aims to establish a diversified and integrated e-commerce platform while exploring opportunities in low-carbon and green energy transformation[192]. - Despite challenges in the trading business, the Group remains optimistic about the mid to long-term prospects of this segment as the global economy is expected to recover gradually[134][136]. - The company plans to invest approximately HK$28 million in the development of the Renewable Energy Technology Business and HK$1 million for general working capital[184]. Share Capital and Financing - The company entered into two subscription agreements on October 30, 2024, to issue a total of 60,000,000 ordinary shares at a subscription price of HK$0.5 per share, raising gross proceeds of HK$30 million[91]. - The net proceeds from the global offering of the Shares amounted to HK$70.9 million[160]. - The Company resolved to change the proposed use of part of the Unutilised Net Proceeds, reallocating HK$20 million for investing in new businesses and working capital[160]. - There were no material acquisitions, disposals, or significant investments during the reporting period[178]. - The Group raised HK$30 million through subscription agreements with independent investors, with approximately 95% of the net proceeds invested in the renewable energy technology business[129][130]. Changes and Adjustments - The company has reclassified certain financial figures to align with current presentation standards, impacting the recognition of revenue and expenses[72].

Business Segments - For the six months ended September 30, 2024, Minshang Creative Technology Holdings Limited reported its unaudited consolidated results, with a focus on trading, IT solutions, and renewable energy technology businesses[2][3]. - The trading business, through its subsidiary Minshang Ningbo, focused on B2B sales of 3C electronic products, frozen foods, and grain & oil products, adapting procurement strategies based on market trends[5][6]. - The IT solution business operated through Qianhai Minshang and Changjing Wanxiang, providing digital solutions for industrial upgrading and customer marketing, targeting banks, real estate developers, and other institutions[12][13][18]. - Qianhai Minshang's services included customer acquisition solutions for banks, enhancing risk control and operational support, while also offering marketing systems for real estate developers[13][15]. - Changjing Wanxiang provided SaaS systems and IT solutions, focusing on membership services and direct sales to end users, including food items and brand vouchers[18][19][23]. - The renewable energy technology business was established through a cooperation agreement with Beijing Bio-Energy and Hainan Energy, forming a subsidiary with a registered capital of RMB50 million, where Minshang Shenzhen holds a 51% stake[24]. - The company operates three segments: trading business in the PRC, IT solution business, and renewable energy technology business, with a focus on sustainable development and low-carbon transformation[183]. - The Group's trading business in the PRC remains a key focus area, alongside the IT solution business which includes SaaS and software customization services[183]. Financial Performance - The Group's revenue decreased by approximately HK$7.83 million, from HK$7.84 million for the six months ended 30 September 2023 to HK$0.01 million for the Period, primarily due to a drop in revenue from the IT solution business amid a severe macro-economic environment in the PRC[31]. - The Group's IT solution business revenue significantly declined by 100%, or HK$7.57 million, to HK$Nil for the Period, reflecting the weak and uncertain economic situation[41]. - The loss attributable to the shareholders of the Company was approximately HK$11.11 million for the Period, compared to a profit of approximately HK$14.91 million for the Last Corresponding Period[54]. - The total comprehensive loss for the period amounted to HK$14,306,000, compared to a total comprehensive income of HK$12,737,000 in the previous period[155]. - The company reported a loss for the period due to currency translation differences amounting to HK$11,113,000, which contributed to the overall comprehensive loss[164]. - The total comprehensive income for the period ending September 30, 2023, was HK$12,737,000, indicating a positive performance compared to the current period's loss[164]. - The company incurred a loss before income tax of HK$12,581 for the six months ended September 30, 2024[190]. - The segment results for the trading business showed a loss of HK$457, while the IT solutions business reported a loss of HK$2,865[190]. Cost and Expenses - The Group's staff costs increased by 83.9%, or HK$1.99 million, from HK$2.37 million for the Last Corresponding Period to HK$4.36 million for the Period, mainly due to an increase in headcount for the development of renewable energy technology[44]. - The Group's property rentals and related expenses decreased by 80.3%, or HK$2.36 million, from HK$2.94 million for the Last Corresponding Period to HK$0.58 million for the Period, primarily due to the disposal of the restaurant business[45]. Funding and Investments - The Group entered into two subscription agreements to raise funds of HK$30 million, with approximately 95% of the net proceeds invested in the Renewable Energy Technology Business[30]. - The gross proceeds from the subscription amounted to HK$30 million, with net proceeds of approximately HK$29 million after expenses[77]. - The company intends to use approximately HK$1 million from the subscription proceeds for general working capital[77]. - The company plans to allocate approximately HK$28 million from the recent subscription proceeds for the development of the Renewable Energy Technology Business[77]. - The Group established a non-wholly owned subsidiary, Xuke Qingchun, with a registered capital of RMB50 million, where the Group contributed RMB25.5 million, representing 51% of the registered capital[27]. Strategic Goals and Future Outlook - The Group's management remains cautious regarding the trading business due to minimal profit margins compared to other segments, reallocating resources to achieve better returns[32]. - The Group has gathered a team of seasoned professionals to focus on developing its Renewable Energy Technology Business[28]. - The Group signed a memorandum of understanding with the local government in the PRC for project development in the region, alongside establishing a research laboratory for technical research[28]. - The company's long-term goal is to establish a diversified e-commerce platform while exploring opportunities in low-carbon and green energy transformation[87]. - The Group anticipates significant growth in the IT solution business due to the shift towards cloud-based infrastructure among Chinese enterprises[117]. - The SaaS industry in the PRC has substantial room for expansion as many enterprises transition from hardware to cloud solutions[117]. - The renewable energy technology segment is expected to play a significant role in China's renewable energy development over the next five years, with government policies encouraging the use of renewable methanol[187]. Corporate Governance - The Company is committed to good corporate governance, recognizing its importance in management structures and risk management procedures[135]. - The Company has adopted the Corporate Governance Code and complied with all applicable provisions during the Period[136]. - The Audit Committee reviewed the accounting standards and policies adopted by the Group for the Period, ensuring compliance with relevant standards[144]. - No Director had interests in any competing business during the Period, ensuring no conflicts of interest[138]. Liquidity and Financial Position - As of 30 September 2024, the Group's cash and cash equivalents were HK$14.0 million, representing an increase of 33.3%, or HK$3.5 million, compared to HK$10.5 million as of 31 March 2024[55]. - The Group's total current assets were HK$54.7 million and current liabilities were HK$28.7 million, resulting in a current ratio of about 1.9 times as of 30 September 2024[57]. - The Group had no bank and other borrowings as of 30 September 2024, maintaining a stable financial position[57]. - The Group's liquidity position improved with cash and cash equivalents increasing significantly over the reporting period[55]. - The total net proceeds utilized amount to HK$67.9 million, with HK$3.0 million remaining for future use[66]. Employee and Workforce - As of September 30, 2024, the group had 28 employees, an increase from 9 employees as of March 31, 2024[79]. Market Conditions - The major customers of Minshang Zhihui are financial institutions, which have been adversely affected by the macroeconomic pressures[52]. - The Group's trading business is facing various challenges, but it plans to continue developing this segment and diversifying its product mix as suitable opportunities arise[37]. - Despite challenges in the global and domestic economy, the Group will strive to maintain and develop its trading business[119]. - The management is exploring new opportunities in the food and beverage industry, despite the challenging environment in Hong Kong[124].

2024 Annual Report 年報 ANNUAL REPORT 2024 年年報 Contents 目錄 Contents 目錄 | Corporate Information | 公司資料 | 2 | | --- | --- | --- | | Chairman's Statement | 主席報告 | 4 | | Management Discussion and Analysis | 管理層討論及分析 | 6 | | Biographies of Directors and Senior Management | 董事及高級管理層履歷 | 21 | | Corporate Governance Report | 企業管治報告 | 25 | | Environmental, Social and Governance Report | 環境、社會及管治報告 | 47 | | Directors' Report | 董事會報告 | 78 | | Independent Auditor's Report | 獨立核數師報告 | 92 | | Consolidated Statement of Prof ...

| --- | --- | --- | --- | --- | |------------------------------------|-------------------------------|-------|-------------------------------|-------------------------------------| | | | | Number of shares \n股份數目 | Nominal value \n面值 HK$'000 千港元 | | Authorised: | 法定： | | | | | Ordinary shares of HK$0.0025 each | 每股面值 0.0025 港元的 普通股 | | | | | At 1 April 2023 and 31 March | 於 2023 年 4 月 1 日及 | | | | | 2024 | 2024 年 3 月 31 日 | | 4,000,000,000 | 10,000 | | Issued and fully paid: | 已發行及繳足： | | | | | Ordinary sha ...

Business Disposals and Strategy - The Group disposed of its entire equity interests in Prosperity One Limited and its subsidiaries for a total consideration of HK$31,000,000, ceasing its Vietnamese-style restaurant business[10] - The management anticipates no significant improvement in the Vietnamese-style restaurant business performance in the near to medium term due to adverse market conditions[11] - The Group is exploring new opportunities in the food and beverage industry despite the disposal of its restaurant business[11] - The company plans to focus resources on developing the IT solution services business, which is believed to have greater growth potential[85] - The management is exploring new opportunities in the food and beverage industry while considering the disposal of the Vietnamese-style restaurant business[115] Revenue and Financial Performance - The Group's revenue increased by approximately HK$42.6 million, from HK$34.9 million in the last corresponding period to HK$77.5 million for the current period, representing a growth of 122.5%[37] - Revenue from the IT solution business rose by 13.6%, or HK$0.9 million, from HK$6.9 million in the last corresponding period to HK$7.8 million for the current period[44] - The trading business generated revenue of HK$67.4 million, a significant increase from nil in the last corresponding period, attributed to the recovery of the domestic economy in the PRC[42] - Revenue from restaurant operations decreased by 91.9%, or HK$25.7 million, from HK$28.0 million in the last corresponding period to HK$2.3 million for the current period, primarily due to the disposal of subsidiaries[41] - Profit attributable to shareholders was approximately HK$14.9 million for the Period compared to a loss of approximately HK$3.0 million for the Last Corresponding Period[64] Operational Efficiency and Cost Management - Management is focused on maintaining operational efficiency and exploring strategic opportunities for growth in the current market environment[11] - Cost of revenue increased by HK$62.5 million, from HK$13.0 million for the Last Corresponding Period to HK$75.5 million for the Period[51] - Staff costs decreased by 73.0%, or HK$7.8 million, from HK$10.7 million for the Last Corresponding Period to HK$2.9 million for the Period[55] - Property rentals and related expenses decreased by 52.6%, or HK$3.7 million, from HK$7.0 million for the Last Corresponding Period to HK$3.3 million for the Period[56] IT Solutions and Digital Transformation - Qianhai Minshang provides digital solutions for industrial upgrading and customer marketing, targeting banks, financial institutions, and real estate developers[20] - The Group's IT solution business includes customer acquisition solutions for banks, enhancing risk assessment and operational support[20] - The IT solution business aims to improve sales efficiency for real estate developers through advanced digital technologies[20] - The IT solution business is expected to grow due to the increasing demand for "non-contact" online services and digital transformation post-pandemic[109] - Changjing Wanxiang provides SaaS systems and IT solutions to various sectors, enhancing direct operation capabilities for digital users[31] Cash Flow and Liquidity - Cash and cash equivalents increased by 60.8%, or HK$5.9 million, from HK$9.7 million as at 31 March 2023 to HK$15.6 million as at 30 September 2023[69] - The total current assets and current liabilities as of September 30, 2023, were HK$99.5 million and HK$36.2 million, respectively, resulting in a current ratio of approximately 2.7 times[73] - The company has no bank or other borrowings as of September 30, 2023[73] - Cash flows from operating activities showed a net outflow of HK$10,830,000 for the six months ended September 30, 2023, compared to a net inflow of HK$16,307,000 in the previous year[168] - The net cash inflow from investing activities was HK$16,178,000 for the six months ended September 30, 2023, compared to a net outflow of HK$6,696,000 in the same period of 2022[171] Shareholder and Corporate Governance - The Board has resolved not to declare any interim dividend for the period, consistent with the last corresponding period[133] - The company is committed to good corporate governance to enhance shareholder value[134] - The company has complied with all applicable code provisions of the Corporate Governance Code, except for a deviation from code provision C.5.1[135] - The company does not announce its quarterly results and does not consider holding quarterly board meetings as necessary[136] Market Conditions and Future Outlook - The Vietnamese-style restaurant business has been adversely affected by COVID-19, and significant improvement in business performance is not expected in the near to medium term[84] - The Group believes that the SaaS industry in the PRC has significant room for expansion as enterprises shift to cloud-based infrastructure[109] - The management team is focused on achieving higher profits and greater value for shareholders through continuous exploration and adaptation to challenges[116]

Hong Kong Exchanges and Clearing Limited 香港交易及結算所有限公司及香港聯 and The Stock Exchange of Hong Kong Limited 合交易所有限公司對本公告的內容概 take no responsibility for the contents of this 不負責，對其準確性或完整性亦不發 announcement, make no representation as to its 表任何聲明，並明確表示，概不對因本 accuracy or completeness and expressly disclaim 公告全部或任何部份內容而產生或因 any liability whatsoever for any loss howsoever 倚賴該等內容而引致的任何損失承擔 arising from or in reliance upon the whole or any 任何責任。 part of the contents of this announcement. Minshang Creative Technology Holdi ...

Financial Performance - For the year ended 31 March 2023, the Group recorded total revenue of approximately HK$106.6 million, representing an 88.3% decrease compared to HK$910.3 million for the year ended 31 March 2022[14]. - The loss attributable to shareholders for the same period was approximately HK$1.4 million, which is a 77.4% decrease from the previous year[14]. - Revenue from the restaurant operation decreased by 25.3%, or HK$15.7 million, from HK$62.1 million to HK$46.4 million due to prolonged COVID-19 impacts and increased competition[28]. - The trading business revenue decreased by 100%, or HK$842.4 million, from HK$842.4 million to nil, as the management decided to reallocate resources to more profitable segments[29]. - The Group's revenue decreased from HK$910.3 million for the year ended March 31, 2022, to HK$106.6 million for the year ended March 31, 2023, a decline of approximately 88.3%[31]. - Restaurant operating income fell by 25.3% or HK$15.7 million, from HK$62.1 million in 2022 to HK$46.4 million in 2023, primarily due to the prolonged negative impact of the COVID-19 pandemic and increased competition[32]. - Trading business revenue dropped 100% from HK$842.4 million in 2022 to zero in 2023, as management decided to reallocate resources to other business segments[33]. - The loss attributable to shareholders for the year ended March 31, 2023, was approximately HK$1.4 million, a significant improvement from a loss of approximately HK$6.0 million for the year ended March 31, 2022, representing a reduction of about 77.3%[56]. Cost Management - Cost of revenue decreased from HK$873.1 million in 2022 to HK$61.4 million in 2023, a reduction of HK$811.7 million, with the cost of revenue as a percentage of revenue dropping from 95.9% to 57.6%[37]. - The cost of food and beverages decreased by 27.1% or HK$4.8 million, from HK$17.7 million in 2022 to HK$12.9 million in 2023, representing 28.5% and 27.8% of restaurant revenue in 2022 and 2023, respectively[38]. - Staff costs decreased by 4.5% or HK$1.1 million, from HK$24.2 million in 2022 to HK$23.1 million in 2023, primarily due to restaurant closures[47]. - Property rentals and related expenses decreased by 6.2% or HK$1.0 million, from HK$16.2 million in 2022 to HK$15.2 million in 2023, mainly due to restaurant closures[48]. Strategic Focus and Future Plans - The Group plans to consolidate resources and focus on existing businesses while exploring new profit drivers to alleviate profitability pressures[15]. - The Group aims to focus on developing its IT solution business, which is aligned with its strategic goal to diversify into integrated e-commerce[17]. - The Group's strategic goal is to become a diversified and integrated group of high-efficiency industrial chain and scale business, while exploring e-commerce opportunities[112]. - The IT solution business is expected to grow due to the increasing demand for "non-contact" online services and digital transformation in the post-pandemic era[123]. - The Group aims to maintain its existing customer base in the IT solution business and increase market share through e-commerce platform operations and IT solutions outsourcing services[123]. Acquisitions and Investments - The acquisition of Context Image Holdings Limited was agreed upon for a maximum consideration of HK$114.2 million, to be settled through the issuance of up to 171.8 million consideration shares[72]. - The company agreed to acquire 100% equity of Context Image Holdings Limited for a maximum consideration of HK$114,236,118, to be paid in three stages with a total of up to 171,783,636 consideration shares issued at HK$0.665 per share[74]. - The acquisition of the Target Group is viewed as a good investment opportunity, expected to diversify the company's income stream and enhance shareholder value in the long run[84]. - The company sold 100% equity interests in Prosperity One Limited for a cash consideration of HK$31 million on April 27, 2023, to strengthen its cash position[86]. Liquidity and Financial Position - As of March 31, 2023, the Group's cash and cash equivalents decreased by 59.2% to HK$9.7 million from HK$23.8 million as of March 31, 2022[57]. - The current ratio as of March 31, 2023, was approximately 1.9 times, down from 2.5 times in 2022, indicating a decline in liquidity[59]. - The gearing ratio of the Group was 0% as of March 31, 2023, indicating no borrowings against equity attributable to shareholders[62]. - The Group's net debt to equity ratio was at a net cash position as of March 31, 2023, consistent with the previous year[62]. Corporate Governance - The company emphasizes the importance of experienced directors in guiding its strategic direction and financial oversight[144]. - The board of directors includes members with diverse backgrounds in finance, management, and public service, enhancing the company's governance[145]. - The company is committed to maintaining high standards of corporate governance through the expertise of its independent non-executive directors[150]. - The Board comprises six Directors, with three being executive Directors and three independent non-executive Directors, meeting the requirement of at least one-third of the Board members being INEDs[173]. - The independent non-executive Directors (INEDs) contribute a wide range of business and financial expertise, ensuring effective independent judgment on the Board[174]. - The company has established a board independence evaluation mechanism to enhance board effectiveness and safeguard shareholders' interests[181]. - The Board is responsible for overseeing the management of business affairs and overall performance, including formulating business plans and strategies[166]. Human Resources - As of March 31, 2023, the Group had 54 employees, a decrease from 88 employees in 2022[103]. - All directors received formal induction and ongoing professional development to ensure understanding of the company's operations and responsibilities[184]. - The company has purchased liability insurance for all directors to minimize risks associated with their responsibilities[193].

Hong Kong Exchanges and Clearing Limited 香港交易及結算所有限公司及香港聯 and The Stock Exchange of Hong Kong Limited 合交易所有限公司對本公告的內容概 take no responsibility for the contents of this 不負責，對其準確性或完整性亦不發 announcement, make no representation as to its 表任何聲明，並明確表示，概不對因本 accuracy or completeness and expressly disclaim 公告全部或任何部份內容而產生或因 any liability whatsoever for any loss howsoever 倚賴該等內容而引致的任何損失承擔 arising from or in reliance upon the whole or any 任何責任。 part of the contents of this announcement. Minshang Creative Technology Holdi ...

Revenue Performance - Revenue decreased by approximately HK$837.5 million, from HK$872.4 million for the six months ended September 30, 2021, to HK$34.9 million for the current period[10]. - Revenue from restaurant operations decreased by 24%, or HK$8.9 million, from HK$36.9 million for the last corresponding period to HK$28.0 million for the current period[12]. - Revenue from the trading business decreased by 100%, or HK$832.4 million, from HK$832.4 million for the last corresponding period to nil for the current period[15]. - The decline in revenue was attributed to decreased operations in both the trading and restaurant businesses, as well as a reduction in the number of operating restaurants[10]. - The Group's restaurant revenue decline was also due to fierce competition in the food and beverage industry[12]. Business Operations and Challenges - The trading business slowdown was influenced by a change in the major shareholder of the largest customer and ongoing COVID-19 outbreaks in various cities in the PRC[15]. - The Group's trading business faced challenges due to adverse effects on supply chains and logistics operations caused by COVID-19 quarantine measures[15]. - The Hong Kong Government's gradual loosening of COVID-19 measures since April 2022 positively impacted the food and beverage sector, although market sentiment remained negative[12]. - The group faces challenges due to uncertainties in global economic recovery and COVID-19 control measures in Hong Kong, impacting business operations[77]. - The trading business will continue to be developed despite the economic challenges posed by the pandemic[81]. IT Solutions and Revenue Growth - The Group's IT solution business includes Software-as-a-Service (SaaS) and membership benefits solution services, which are provided in the PRC[8]. - The revenue of the IT solution business increased by 119.1%, or HK$3.7 million, from HK$3.2 million for the Last Corresponding Period to HK$6.9 million for the Period[17]. - The cost of revenue from the IT solution business decreased by 42.6%, or HK$3.6 million, from HK$8.6 million for the Last Corresponding Period to HK$5.0 million for the Period[21]. - The digital economy is a major trend, and the company will enhance its IT solution business to improve user experience and loyalty[82]. - The company is focused on optimizing its IT solutions to create value-added benefits for enterprises across various industries[82]. Financial Position and Assets - As of September 30, 2022, the Group's cash and cash equivalents were HK$24.4 million, an increase of 2.4% from HK$23.8 million as of March 31, 2022[38]. - The Group's total current assets and current liabilities were HK$89.0 million and HK$24.1 million, respectively, with a current ratio of approximately 3.7 times as of September 30, 2022, compared to 2.5 times as of March 31, 2022[38]. - The gearing ratio of the Group was 0% as of September 30, 2022, down from 0.1% as of March 31, 2022, indicating a net cash position[38]. - Total assets as of September 30, 2022, amounted to HK$204,799,000, an increase from HK$198,638,000 as of March 31, 2022[173]. - Total liabilities decreased to HK$32,411,000 as of September 30, 2022, down from HK$40,235,000 as of March 31, 2022, reflecting a reduction of 19.4%[177]. Employee and Operational Costs - The Group's staff costs decreased by 6.3%, or HK$0.7 million, from HK$11.4 million for the Last Corresponding Period to HK$10.7 million for the Period[22]. - The cost of food and beverages decreased by 21.4%, or HK$2.2 million, from HK$10.2 million for the Last Corresponding Period to HK$8.0 million for the Period[19]. - The Group's property rentals and related expenses decreased by 17.6%, or HK$1.5 million, from HK$8.5 million for the Last Corresponding Period to HK$7.0 million for the Period[23]. - Employee benefit expenses decreased to HK$10,685,000, down from HK$11,402,000 in the previous year[152]. Acquisitions and Investments - The Group agreed to acquire 100% equity interests in Context Image Holdings Limited for a maximum consideration of HK$114.2 million, to be settled through the issuance of consideration shares[46]. - The acquisition of Context Image Holdings Limited was completed on 22 June 2022 for a maximum consideration of HKD114,236,118[48]. - The acquisition will be settled through the issuance of up to 171,783,636 consideration shares at a price of HKD0.665 per share[48]. - The Group's investment in new supply chain business was allocated HK$10 million from the unutilized proceeds[42]. Future Plans and Market Strategy - The company aims to become Hong Kong's leading full-service casual dining chain, supported by an efficient supply chain and diversified operations[75]. - The company aims to create a diversified and integrated group with food and beverage as the core business while exploring e-commerce opportunities[66]. - The group plans to maintain market share by replacing closed restaurants and opening new Vietnamese-style casual dining locations[80]. - The company will broaden its cuisine offerings to capture a larger market share, including full-menu Vietnamese and French-Vietnamese restaurants[80]. - Upgrading information technology systems is a priority to support future expansion and growth[80]. Compliance and Governance - The company has complied with all applicable code provisions of the Corporate Governance Code during the period, except for a deviation regarding the roles of chairman and chief executive[138]. - All directors confirmed compliance with the Model Code for Securities Transactions during the period[142]. - No director had interests in any competing business during the period[145]. - The company has maintained a sufficient public float of at least 25% of the issued shares throughout the period, in compliance with the Listing Rules[134]. Losses and Financial Results - The loss attributable to the shareholders of the Company was approximately HK$3.1 million for the Period compared to a loss of approximately HK$0.7 million for the Last Corresponding Period[34]. - Total comprehensive loss for the period was HK$6,500,000, compared to a loss of HK$195,000 in the same period last year[162]. - Loss before income tax was HK$3,376,000, significantly higher than the loss of HK$538,000 in the previous year[152]. - Basic and diluted loss per share attributable to shareholders was HK$0.11, compared to HK$0.09 in the same period last year[168]. - The company reported a loss for the period of HK$3,052,000 for the six months ended September 30, 2022, compared to a loss of HK$752,000 for the same period in 2021[180].