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].

民商創科 Minshang Creative Technology Holdings Limited 民商 創 科 控 股 有 限 公 司 (Incorporated in the Cayman Islands with limited liability 於開曼群島註冊成立的有限公司) (Stock Code 股份代號：1632) INTERIM REPORT 中期報告 つ CONTENTS 目錄 Corporate Information 2 公司資料 Management Discussion and Analysis 4 管理層討論及分析 Other Information 14 其他資料 Condensed Consolidated Interim Statement of Comprehensive Income 20 簡明綜合中期全面收益表 Condensed Consolidated Interim Statement of Financial Position 22 簡明綜合中期財務狀況表 Condensed Consolidated Interim Statement of Changes ...

Financial Performance - For the year ended March 31, 2021, the Group's total revenue increased by approximately HK$576.0 million to HK$1,585.5 million from HK$1,009.5 million for the year ended March 31, 2020[11]. - The Group recorded a turnaround profit attributable to the Shareholders of approximately HK$25.6 million, compared to a loss of approximately HK$20.9 million for the year ended March 31, 2020[11]. - Revenue increased by approximately HK$576.0 million, from HK$1,009.5 million for the year ended 31 March 2020 to HK$1,585.5 million for the year ended 31 March 2021[23]. - Revenue from the trading business increased by 70.6%, or HK$618.8 million, from HK$876.5 million for the year ended 31 March 2020 to HK$1,495.3 million for the year ended 31 March 2021[23]. - Revenue from restaurant operations decreased by 41.7%, or HK$55.4 million, from HK$132.9 million for the year ended 31 March 2020 to HK$77.5 million for the year ended 31 March 2021[23]. - The profit attributable to shareholders for the year ended March 31, 2021, was approximately HK$25.6 million, a significant increase from a loss of HK$20.9 million for the year ended March 31, 2020[35]. Cost and Expenses - Cost of revenue increased by 66.4%, or HK$599.8 million, from HK$903.1 million for the year ended March 31, 2020 to HK$1,502.9 million for the year ended 31 March 2021[25]. - The cost of inventories sold increased by 70.3%, or HK$611.4 million, from HK$870.2 million for the year ended March 31, 2020 to HK$1,481.6 million for the year ended 31 March 2021[25]. - Staff costs decreased by 39.6%, or HK$19.5 million, from HK$49.3 million for the year ended March 31, 2020 to HK$29.8 million for the year ended March 31, 2021[25]. - Short-term lease and related expenses decreased by 41.1%, or HK$18.5 million, from HK$45.0 million for the year ended March 31, 2020 to HK$26.5 million for the year ended March 31, 2021[28]. - The cost of food and beverages decreased by 38.8%, or HK$12.8 million, from HK$33.0 million for the year ended March 31, 2020 to HK$20.2 million for the year ended March 31, 2021[25]. - The percentage of cost of revenue as a percentage of revenue increased from 89.5% for the year ended March 31, 2020 to 94.8% for the year ended March 31, 2021[25]. Market Outlook and Strategy - The Group is optimistic about long-term prospects due to the expected gradual recovery of the global economy following the commencement of vaccination programs[14]. - The Group aims to optimize and upgrade financial technology services and scenario-based services to increase market share in the future[14]. - The economic development of the PRC is expected to provide significant potential for future growth, leveraging the massive domestic market[14]. - The Group will continue to explore and develop new market opportunities to become a leading enterprise in the industry[14]. - The trading business has significant development potential, especially in 3C electronic products, with a focus on the domestic market in China[88]. - The Group aims to shift from price competition to branding competition in its trading business[88]. Financial Position - As of March 31, 2021, the Group's cash and cash equivalents were HK$32.3 million, representing a 13.3% increase from HK$28.5 million as of March 31, 2020[35]. - The Group's total current assets and current liabilities were HK$448.3 million and HK$386.6 million, respectively, with a current ratio of approximately 1.2 times[35]. - The gearing ratio of the Group improved to 7.2 as of March 31, 2021, down from 17.1 as of March 31, 2020, indicating a stronger financial position[40]. - The net proceeds from the global offering of shares amounted to HK$70.9 million, with HK$20 million reallocated for investing in new businesses related to supply trading of food and consumer goods[45]. - The outstanding balance of a previous loan facility was fully repaid during the year, reflecting effective debt management[39]. - The Group had no unutilized banking facilities as of March 31, 2021, indicating efficient use of available credit[38]. Governance and Management - The company is focused on maintaining a strong management team with diverse backgrounds in finance and business[106]. - The board includes a mix of executive and independent non-executive directors to ensure balanced decision-making[111]. - The Company is committed to transparency and accountability in its financial reporting and governance practices[114]. - The Company has complied with all applicable code provisions of the Corporate Governance Code during the year ended March 31, 2021, except for a deviation from code provision A.2.1[131]. - The Board consists of seven Directors, with four being executive Directors and three independent non-executive Directors (INEDs) as of the date of the annual report[143]. - The Company provided monthly updates on performance and position to the Directors during the year ended March 31, 2021, to assist in discharging their duties[154]. Director Remuneration and Committees - The company is committed to ensuring that compensation arrangements for executive directors and senior management are fair and consistent with contractual terms[197]. - The Company reported a director's remuneration of HK$360,000 annually for independent non-executive directors, reflecting their duties, responsibilities, experience, and prevailing market conditions[120][124][126]. - The Audit Committee consists of three independent non-executive Directors, ensuring oversight of financial reporting matters[178]. - The Remuneration Committee consists of three members, including two independent non-executive directors and one executive director[199]. - The Nomination Committee also comprises three members, including two independent non-executive directors and one executive director, with Mr. WU Jiangtao serving as chairman[199]. Employee and Operational Changes - As of March 31, 2021, the group had 118 employees, a decrease from 183 employees in 2020[66]. - The company plans to maintain and expand its Viet's Choice Brand restaurants, with an original allocation of HK$16.5 million, of which HK$16.1 million has been utilized[48]. - Investment in supply chain business has been allocated HK$10 million, which has been fully utilized[48]. - The company upgraded its information technology systems with an allocation of HK$1.9 million, utilizing HK$1.4 million[48].

民商創科 Minshang Creative Technology Holdings Limited 民商創科控股有限公司 (Incorporated in the Cayman Islands with limited liability 於開曼群島註冊成立的有限公司) (Stock Code 股份代號：1632) INTERIM REPORT 20 perminumumum in CONTENTS 目錄 Corporate Information 2 公司資料 Management Discussion and Analysis 4 管理層討論及分析 Other Information 15 其他資料 Condensed Consolidated Interim Statement of Comprehensive Income 21 簡明綜合中期全面收益表 Condensed Consolidated Interim Statement of Financial Position 23 簡明綜合中期財務狀況表 Condensed Consolidated Interim Statement of Cha ...

民商創科 Minshang Creative Technology Holdings Limited 民商創科控股有限公司 (Incorporated in the Cayman Islands with limited liability 於開曼群島註冊成立的有限公司) (Stock Code 股份代號：1632) Annual Report Contents 目錄 Contents 目錄 I | --- | --- | |------------------------------------------------|----------------------| | | | | Corporate Information | 公司資料 | | Chairman's Statement | 主席報告 | | Management Discussion and Analysis | 管理層討論及分析 | | Biographies of Directors and Senior Management | 董事及高級管理層履歷 | | Corporate Governance Report | 企業管治報告 ...

民商創科 Minshang Creative Technology Holdings Limited | --- | --- | --- | --- | |------------------------------------------------------------------------------------------|-------|-------|-------| | | | | | | 民商創科控股有限公司 | | | | | (Incorporated in the Cayman Islands with limited liability 於開曼群島註冊成立的有限公司) | | | | | (Stock Code 股份代號：1632) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | CONTENTS 目錄 Corporate Information 2 公司資料 Management Discussion and Analysis 4 管理層討論及分析 Other Information 16 其他資料 Conden ...

| --- | --- | --- | --- | |-------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------|-------| | | | | | | | 民 商 創 科 控 股 有 限 公 司 (formerly known as Food Wise Holdings Limited 前稱為膳源控股有限公司) (Incorporated in the Cayman Islands with limited liability 於飼曼群島註冊成立的有限公司) | | | | | | | | | Ar | | | | Contents 目錄 | --- | --- | --- | |--------------------------------------- ...