Core Viewpoint - Marco Digital Technology (01942) announced the resignation of Low Lay Choo as Co-CEO, effective September 1, 2025, while she will continue to oversee comprehensive management and operations in Malaysia [1] Group 1 - Marco Digital Technology has made a leadership change with the resignation of Co-CEO Low Lay Choo [1] - The effective date of the resignation is set for September 1, 2025 [1] - Low Lay Choo will maintain her responsibilities for management and operations in Malaysia [1]

Group 1 - The company Marco Digital Technology (01942) announced the resignation of co-CEO Low Lay Choo, effective September 1, 2025 [1] - Low Lay Choo will continue to oversee comprehensive management and operations in Malaysia [1]

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任 何部分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。 董事會謹藉此機會衷心感謝拿汀Low於服務任期為本公司作出寶貴貢獻。 偏離企業管治守則 鄧志華先生（「鄧先生」）為本公司主席，負責整體戰略規劃及公司政策以及監督 本公司及其附屬公司（「本集團」）之運營。鄧先生為本公司聯席行政總裁，亦負責 本集團在中國的全面管理及運營。陳永忠先生（「陳先生」）為本公司聯席行政總裁， 負責本集團保險及金融科技相關業務的管理及營運。 上市規則附錄C1所載企業管治守則（「企業管治守則」）守則條文第C.2.1條規定， 主席和行政總裁的角色應區分開來，不應由同一人擔任。董事會認為，鄧先生自獲 委任為執行董事以來，已展現出適當的管理及領導能力，且對本集團業務及策略 具備透徹了解。鄧先生擔任本公司主席及聯席行政總裁的雙重身份，可促進並確 保本集團順利、持續執行業務戰略，並提高其運營效率。此外，鄧先生將全權負責 向董事會及香港監管機構彙報所有中國地區之運營及財務事宜，而陳先生將全權 負責本 ...

股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年7月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 馬可數字科技控股有限公司 呈交日期: 2025年8月1日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 01942 | 說明 | 普通股 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 2,000,000,000 | HKD | | 0.01 | HKD | | 20,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 2,000,000,000 | HKD | | 0.01 | HKD | | 20,000,000 | 本月底法 ...

Group 1 - Marco Digital Technology (01942) announced a conditional agreement to subscribe for 750,000 preferred shares of KUN International Group Limited for a total consideration of $6 million, equivalent to approximately HKD 47.1 million [1] - Following the completion of the transaction, the 750,000 preferred shares will represent about 5.27% of the total issued share capital of KUN International Group [1] - KUN operates a stablecoin-based payment and financial infrastructure platform, providing comprehensive services including payment, asset management, and card issuance for various clients such as B2B cross-border e-commerce and Web3 projects [1] Group 2 - The financing round will be utilized by KUN to enhance research and development in areas such as cross-border transaction security, underlying blockchain infrastructure, and wallet technology [2] - KUN aims to upgrade its AI risk control system and compliance capabilities while collaborating with global ecosystem partners to create a seamless digital payment network between Web2 and Web3 [2] - The collaboration with KUN is viewed as a significant strategic move for the group in the insurtech infrastructure space, focusing on building compliant and efficient stablecoin payment applications and solutions [2]

Group 1 - The company announced a conditional agreement to subscribe for 750,000 preferred shares of KUN International Group Limited for a total consideration of 6 million USD, which represents approximately 5.27% of the total issued share capital of the target company after completion [1] - KUN International Group is an innovative technology enterprise focused on stablecoin payment and financial services, operating under the regulatory frameworks in Hong Kong, Singapore, and Europe, and serving emerging markets including the Greater Bay Area, Southeast Asia, the Middle East, Africa, and Latin America [1] - The target group recorded a year-on-year growth in total transaction volume exceeding 200 times in April 2025, with an expected total transaction volume surpassing 5 billion USD for the fiscal year 2025 [1] Group 2 - The collaboration with KUN is viewed as a significant strategic move in the insurance technology infrastructure, leveraging the company's expertise in insurance and payment sectors to develop compliant and efficient stablecoin payment applications and solutions [2] - The partnership aims to facilitate the digital upgrade of industries and accelerate the adoption of stablecoins in professional scenarios, creating an integrated digital ecosystem driven by a "insurance + payment" dual-wheel model [2]

Acquisition Details - The company plans to acquire 100% equity and shareholder loans of Sky Trend Real Estates Limited for a total consideration of HKD 70,000,000 (approximately RMB 65,059,000), which has been paid in cash[3]. - The identifiable assets and liabilities acquired from Sky Trend include leasehold land and buildings valued at RMB 65,059,000 and shareholder loans of RMB (110,240,000), resulting in a net identifiable liability of RMB (45,181,000)[4]. - The total cash outflow generated from the acquisition of the property amounts to RMB 65,059,000[4]. - The acquisition of Sky Trend is considered an asset acquisition as the company believes it does not have any operating business prior to the acquisition[3]. - The company will continue to provide updates regarding the acquisition in future financial reports[8]. Property Classification - The property acquired will be classified as "leasehold land and buildings" in the financial statements[5]. - The book value of the property as of December 31, 2023, is RMB 17,280,000, which includes various categories of assets[6]. - The company has clarified that the book value of the property should be classified as "leasehold land and buildings" in the financial statements[6]. Executive Remuneration - The remuneration for the co-CEO, Low Lay Choo, for the years ending December 31, 2023, and December 31, 2024, is approximately RMB 4,063,000 and RMB 2,263,000, respectively[7]. Reporting Consistency - Other information in the 2023 and 2024 annual reports remains unchanged except for the disclosures made in this announcement[9].

Financial Performance - The group recorded revenue of approximately RMB 1,253,500,000 for the fiscal year ending December 31, 2024, primarily from digital payment solutions in China[8]. - The company recorded revenue of approximately RMB 1,253,500,000, a decrease of about 11.7% compared to RMB 1,419,800,000 in the same period last year[21]. - Gross profit was approximately RMB 157,800,000, with a gross margin of about 12.06%, down from 14.5% in the previous year, representing a decline of approximately 23.3%[21]. - Other income decreased to approximately RMB 8,100,000 from RMB 11,300,000, primarily due to a drop in loan interest income from RMB 3,700,000 to RMB 435,000[22]. - The company reported a net loss of approximately RMB 142,500,000, an increase of about 91.6% compared to RMB 74,400,000 in the previous year[31]. - Cash and cash equivalents as of December 31, 2024, were approximately RMB 54,200,000, down from RMB 79,000,000 in the previous year[32]. - Interest-bearing borrowings increased to approximately RMB 17,300,000 from RMB 12,000,000, with a weighted average effective interest rate of about 3.94%[33]. - Administrative expenses increased to approximately RMB 72,500,000 from RMB 51,000,000, an increase of about 42.2%, mainly due to higher legal and professional fees[26]. Business Strategy and Expansion - The group plans to expand its lending business in Hong Kong, having successfully acquired a licensed money lender and completed its first loan transaction of HKD 15,000,000 in November 2024[18]. - The group aims to diversify its customer base by expanding its loan portfolio in 2025, offering a wider range of secured loans, corporate, and personal loans[18]. - The company plans to continue its light asset and service-oriented business strategy through 2025[19]. - The business strategy for 2025 includes expanding product offerings, enhancing brand recognition, and upgrading IT systems to improve operational efficiency[51]. - The group is committed to leveraging growth opportunities to enhance market share and brand influence in its lending business[18]. Corporate Governance - The board of directors held 22 meetings during the reporting period, with one annual general meeting and one special general meeting conducted[69]. - The company has adopted corporate governance principles in line with the interests of shareholders and has complied with the applicable corporate governance code provisions[61]. - The board believes that the dual role of the chairman and co-CEO enhances operational efficiency and ensures the smooth execution of business strategies[66]. - The company has established three committees: the audit committee, the remuneration committee, and the nomination committee to enhance corporate governance[78]. - The audit committee is composed of three independent non-executive directors and is responsible for overseeing financial reporting and internal control processes[79]. - The company encourages all directors to participate in continuous professional development to ensure they contribute effectively to the board[76]. - The board retains decision-making authority on significant matters including policies, strategies, and financial data[75]. - The company has adopted a shareholder communication policy to provide timely and balanced information to shareholders and potential investors[116]. Risk Management - The group faces significant credit risk related to digital payment solutions, which could adversely affect profitability if customer payments are delayed or defaulted[48]. - The board is responsible for the continuous supervision of the group's risk management and internal control systems, ensuring shareholder interests and asset protection[104]. - An external consultant has been appointed to enhance the group's risk management and internal control, evaluating significant control situations including financial, operational, and compliance risks[105]. - The audit committee confirmed that the external consultant found no significant deficiencies or weaknesses in the internal control system during the review period[106]. Environmental, Social, and Governance (ESG) - The company is committed to sustainable development and adheres to environmental protection laws, aiming to enhance resource efficiency and reduce waste[146]. - The ESG report covers the company's digital payment solutions in China and optical product retail in Malaysia, with ongoing evaluations of ESG issues across different businesses[148]. - The board is responsible for the formulation and execution of the ESG strategy and regularly reviews ESG-related risks and opportunities[155]. - The company has engaged a professional consultancy to ensure the accuracy of environmental key performance indicators in the ESG report[149]. - The group has set specific environmental goals focused on energy conservation, emission reduction, and waste management to support local government carbon neutrality initiatives[167]. Employee Management and Development - The company is committed to providing competitive compensation and benefits to attract and retain talent, including health insurance and employee discounts[192]. - The company has a comprehensive human resources management policy that emphasizes equal opportunity, diversity, and anti-discrimination in recruitment and promotion processes[193]. - A total of 288 employees received training during the reporting period, with approximately 27% being male and 73% female; 94% of employees participated in training, averaging 100 hours each[197]. - The company has initiated a performance management system since 2022 to enhance employee development and ensure fairness and transparency in performance evaluations[200]. - The company is focused on improving workplace health and safety standards, aiming for zero or minimal reportable serious workplace injuries[194]. Diversity and Inclusion - The board diversity policy was adopted on March 23, 2020, emphasizing the importance of diversity for enhancing company performance[93]. - As of December 31, 2024, the gender ratio of employees was approximately 67.6% female and 32.4% male[96]. - The board currently has two female directors, reflecting gender diversity efforts[94]. - The company aims to improve female representation in senior management and provide career development opportunities for women[94].

[Company Information](index=2&type=section&id=Company%20Information) MOG Digitech Holdings Limited is a Cayman Islands-incorporated company listed on the Hong Kong Stock Exchange, with primary operations in China, Malaysia, and Hong Kong - MOG Digitech Holdings Limited is a company incorporated in the Cayman Islands, with its shares listed on The Stock Exchange of Hong Kong Limited under stock code 1942[1](index=1&type=chunk) - The company's principal places of business are located in Nanchang, Jiangxi Province, China, as well as in Malaysia and Hong Kong[5](index=5&type=chunk)[17](index=17&type=chunk) [Chairman's Statement](index=5&type=section&id=Chairman's%20Statement) Chairman Mr. Tang Chi Wah reviews the 2023 fiscal year, highlighting significant revenue growth driven by new digital RMB-related businesses and recovery of existing operations, achieving a turnaround to profit before non-cash items despite a book loss due to goodwill impairment - In FY2023, the Group achieved significant growth in revenue and gross profit, primarily due to contributions from new digital RMB-related businesses[12](index=12&type=chunk) - The Group recorded a loss of approximately **RMB 74.4 million** for the year, mainly attributable to a non-cash goodwill impairment loss of approximately **RMB 88.3 million**; excluding this, the Group achieved a profit before tax of approximately **RMB 18.7 million**, successfully turning losses into profits[20](index=20&type=chunk)[13](index=13&type=chunk) - The Group's future strategy will pursue a dual-track approach: continuing to diversify and expand digital RMB application scenarios while consolidating its position as one of Malaysia's largest optical product retailers[10](index=10&type=chunk) [Management Discussion and Analysis](index=5&type=section&id=Management%20Discussion%20and%20Analysis) In FY2023, the Group's total revenue significantly increased by 158.1% year-on-year to RMB 1.42 billion, primarily driven by digital payment-related businesses in China; gross profit grew by 33.9% to RMB 206 million, but the gross profit margin decreased from 27.9% to 14.5% due to the increased proportion of new businesses; the Group recorded a net loss of RMB 74.4 million for the year, mainly due to goodwill impairment of RMB 88.3 million for Positive Oasis Group and Chuangtong Group, but achieved a profit before tax of RMB 18.7 million excluding this non-cash impairment; the Group's financial position remains robust with a current ratio of 3.41 times, and it plans to continue seeking acquisition opportunities in digital payment businesses and enhancing information technology system efficiency [Business Review](index=6&type=section&id=Business%20Review) The Group's business primarily comprises digital payment, e-commerce, and financing services in China, and optical product retail and franchising in Malaysia, with digital RMB business as a core future growth driver; however, due to China's economic slowdown and rising credit risks in H2 2023, some newly acquired businesses, such as Positive Oasis Group and Chuangtong Group, failed to meet expected revenue targets, leading to goodwill impairment - The Group's businesses primarily include digital payment-related businesses in China and optical product retail businesses in Malaysia[20](index=20&type=chunk)[25](index=25&type=chunk) - Due to China's economic slowdown, weak commercial credit demand, and rising credit risks, Positive Oasis Group failed to achieve its expected revenue targets, resulting in a goodwill impairment loss of approximately **RMB 57 million**[44](index=44&type=chunk) - Due to a significant increase in operating costs during the year, Chuangtong Group scaled down its business and also failed to achieve its revenue targets, leading to a goodwill impairment loss of approximately **RMB 31.3 million**[24](index=24&type=chunk) - The Group anticipates continued financial performance growth by focusing on the vast markets of insurtech, consumer tech, and digital supply chain[45](index=45&type=chunk) [Financial Review](index=7&type=section&id=Financial%20Review) During the reporting period, the Group's revenue increased by 158.1% year-on-year to RMB 1.42 billion, and gross profit increased by 33.9% year-on-year to RMB 206 million; the gross profit margin decreased to 14.5% due to the expanded proportion of lower-margin digital payment businesses; administrative expenses decreased due to the absence of share-based payment expenses, but selling and distribution costs increased with business expansion; the loss for the year widened to RMB 74.4 million due to significant goodwill impairment charges against two subsidiaries 2023 Fiscal Year Key Financial Indicators | Indicator | For the Year Ended December 31, 2023 (RMB) | For the Nine Months Ended December 31, 2022 (RMB) | Change | | :--- | :--- | :--- | :--- | | **Revenue** | 1,419,800,000 | 550,000,000 | +158.1% | | **Gross Profit** | 205,700,000 | 153,600,000 | +33.9% | | **Gross Profit Margin** | 14.5% | 27.9% | -13.4 percentage points | | **Loss for the Year** | (74,400,000) | (23,500,000) | Loss widened | | **Goodwill Impairment Loss** | (88,300,000) | 0 | - | | **Profit/(Loss) Before Tax Excluding Goodwill Impairment** | 18,700,000 | (14,000,000) | Turnaround to profit | - The decrease in gross profit margin was primarily due to the increased proportion of digital payment-related businesses in China, which have lower gross profit margins, thereby lowering the Group's overall gross profit margin[15](index=15&type=chunk) - Selling and distribution costs increased by approximately **RMB 44.1 million**, mainly due to the expansion of digital payment-related businesses in China; administrative expenses decreased by approximately **RMB 30.6 million**, primarily due to non-cash share-based payments of approximately **RMB 41.9 million** in the comparative period[48](index=48&type=chunk) - Finance costs increased from approximately **RMB 0.8 million** to approximately **RMB 4.4 million**, mainly due to increased interest on interest-bearing borrowings[81](index=81&type=chunk) [Goodwill Impairment](index=8&type=section&id=Goodwill%20Impairment) During the reporting period, the Group recognized total goodwill impairment losses of approximately RMB 88.3 million, primarily from Positive Oasis Group (approximately RMB 57 million) and Chuangtong Group (approximately RMB 31.3 million); the impairment was due to these cash-generating units failing to meet their expected revenue and operating profit targets at the time of acquisition, driven by changes in the macroeconomic environment and adjustments to their own operating strategies - The impairment loss for Positive Oasis Group was approximately **RMB 57 million**, due to the downturn in the Chinese economy and rising credit risks in H2 2023, which caused its lending business to fall short of expected targets[50](index=50&type=chunk) - The impairment loss for Chuangtong Group was approximately **RMB 31.3 million**, due to a significant increase in operating costs leading the Group to scale down its business, causing it to fail to meet expected targets[50](index=50&type=chunk) - The Board believes that despite the impairment, the consideration determined at the time of acquisition was reasonable and fair, and the impairment was primarily due to unexpected changes in the business environment and prudent business decisions[59](index=59&type=chunk) [Liquidity, Financial Resources, and Capital Structure](index=10&type=section&id=Liquidity%2C%20Financial%20Resources%2C%20and%20Capital%20Structure) As of the end of 2023, the Group maintained a robust financial position with bank balances and cash of approximately RMB 79 million; total equity increased to RMB 556 million, and total liabilities were RMB 134 million; the current ratio remained healthy at 3.41 times, and the gearing ratio was low at approximately 0.05 times Financial Position Overview (December 31, 2023) | Indicator | December 31, 2023 | December 31, 2022 | | :--- | :--- | :--- | | **Bank Balances and Cash** | Approx. RMB 79 million | Approx. RMB 68 million | | **Total Equity** | Approx. RMB 556 million | Approx. RMB 486 million | | **Total Liabilities** | Approx. RMB 134 million | Approx. RMB 111 million | | **Current Ratio** | Approx. 3.41 times | Approx. 3.32 times | | **Gearing Ratio** | Approx. 0.05 times | Approx. 0.04 times | - As of the end of 2023, the Group's interest-bearing borrowings were approximately **RMB 12 million**, compared to approximately **RMB 0.7 million** at the end of 2022[84](index=84&type=chunk) [Key Risks and Uncertainties](index=13&type=section&id=Key%20Risks%20and%20Uncertainties) The Group faces key risks including credit risk associated with digital payment businesses and uncertainties arising from the lack of long-term contracts with suppliers and customers; measures such as background checks and shortened credit periods have been implemented to mitigate credit risk, while the absence of long-term purchase commitments makes it difficult to forecast future orders and allocate resources effectively - Digital payment businesses may involve significant amounts, and client delays or defaults could materially and adversely affect the Group's financial position; the Group has implemented measures such as background checks and shortened credit periods to mitigate credit risk[70](index=70&type=chunk) - The Group has not entered into long-term written contracts with either suppliers or customers, making it difficult to accurately forecast future order volumes and revenue, thereby impacting the effective allocation and planning of resources[97](index=97&type=chunk)[71](index=71&type=chunk) [Outlook and Future Prospects](index=14&type=section&id=Outlook%20and%20Future%20Prospects) The Group's 2024 business strategy focuses on expansion and efficiency enhancement, including expanding digital payment-related businesses through acquisitions or investments, offering diversified products and services to customers, increasing customized lens production capacity and retail brand awareness, and upgrading information technology systems to improve operational efficiency; the report also discloses the utilization progress of net proceeds from the listing, with some plans delayed due to the pandemic - The Group plans to expand its digital payment-related businesses through acquisitions and investments, and upgrade its information technology systems to enhance operational efficiency[73](index=73&type=chunk) - In its optical business, the Group will continue to enhance retail brand awareness, develop its own brands, and increase the production capacity of customized lenses[119](index=119&type=chunk)[99](index=99&type=chunk) Use of Net Proceeds from Listing and Progress (As of December 31, 2023) | Purpose | Net Proceeds (MYR million) | Unutilized Amount (MYR million) | Expected Utilization Timeline | | :--- | :--- | :--- | :--- | | Establishment of 36 self-operated retail stores | 28.1 | 22.1 | March 31, 2025 | | Upgrading and renovation of 25 self-operated retail stores | 5.1 | 2.6 | March 31, 2025 | | Brand promotion and marketing | 4.7 | 1.2 | March 31, 2025 | | Development of optical laboratory | 5.5 | 5.5 | September 30, 2025 | | Upgrading IT systems | 4.3 | 2.2 | March 31, 2025 | | **Total** | **50.3** | **33.6** | | [Corporate Governance Report](index=15&type=section&id=Corporate%20Governance%20Report) The Company is committed to maintaining high standards of corporate governance and has complied with the Corporate Governance Code set out in Appendix 14 of the Listing Rules; during the reporting period, the Board structure met requirements, and three core committees—Audit, Remuneration, and Nomination—were established; the report details the Board's responsibilities, meeting attendance, director training, risk management and internal control systems, shareholder communication policy, and implementation of the Board diversity policy, ensuring transparency and accountability in the company's operations [Board and Committees](index=16&type=section&id=Board%20and%20Committees) The Board comprises executive and independent non-executive directors, meeting Listing Rules requirements; the roles of Chairman and Chief Executive Officer are combined by Mr. Tang Chi Wah, which the Board believes facilitates smooth business strategy execution; three committees—Audit, Remuneration, and Nomination—are established, each with a majority of independent non-executive directors to ensure independent and objective decision-making; during the reporting period, the Board and its committees held multiple meetings to review financial statements, internal controls, director nominations, and remuneration, among other significant matters - The Board structure complies with Listing Rules requirements, with independent non-executive directors constituting at least one-third of the Board members[104](index=104&type=chunk) - The Audit Committee, Remuneration Committee, and Nomination Committee have been established, each with clear terms of reference and holding regular meetings[118](index=118&type=chunk)[139](index=139&type=chunk)[161](index=161&type=chunk)[163](index=163&type=chunk) 2023 Board and Committee Meeting Attendance | Committee | Number of Meetings Held | | :--- | :--- | | Board | 18 | | Audit Committee | 2 | | Remuneration Committee | 2 | | Nomination Committee | 2 | [Board Diversity and Nomination Policy](index=24&type=section&id=Board%20Diversity%20and%20Nomination%20Policy) The Company has adopted a Board Diversity Policy aimed at building a diverse Board across dimensions such as gender, age, cultural background, and professional experience, with the current Board including two female directors; the Nomination Policy clearly defines the selection criteria and nomination procedures for director candidates, emphasizing meritocracy and ensuring all appointments align with the company's strategic development needs - The Company has adopted a Board Diversity Policy, considering factors including gender, age, cultural and educational background, professional experience, skills, and knowledge[151](index=151&type=chunk)[167](index=167&type=chunk) - The Nomination Policy stipulates selection criteria for director candidates, including integrity, experience, time commitment, and independence, and outlines the Nomination Committee's review procedures[153](index=153&type=chunk)[193](index=193&type=chunk) [Risk Management and Internal Control](index=26&type=section&id=Risk%20Management%20and%20Internal%20Control) The Board bears overall responsibility for the Group's risk management and internal control systems, reviewing their effectiveness at least annually; the Company has appointed external consultants to undertake internal audit functions, continuously monitoring significant controls in financial, operational, and compliance areas; the Board confirms that the Group's risk management and internal control systems were effective and adequate during the reporting period - The Board is responsible for establishing and maintaining proper and effective risk management and internal control systems, and reviews their effectiveness at least annually[175](index=175&type=chunk)[198](index=198&type=chunk) - The Company has appointed external consultants to perform internal audit functions, with review results and recommendations submitted to the Audit Committee; management is responsible for taking follow-up actions[176](index=176&type=chunk) - The Board confirms that the Group's risk management and internal control systems are effective and adequate[200](index=200&type=chunk) [Shareholder Rights and Communication](index=27&type=section&id=Shareholder%20Rights%20and%20Communication) The Company values effective communication with shareholders and has adopted a Shareholder Communication Policy; the report clarifies procedures for shareholders to convene extraordinary general meetings, propose resolutions at general meetings, and nominate directors; the Company maintains communication with shareholders through various channels, including annual reports, interim reports, announcements, and general meetings, ensuring timely and transparent information disclosure - The Company has adopted a Shareholder Communication Policy aimed at providing timely, balanced, and understandable company information to shareholders and potential investors[226](index=226&type=chunk)[184](index=184&type=chunk) - Shareholders holding not less than one-tenth of the Company's paid-up capital may request to convene an extraordinary general meeting[223](index=223&type=chunk) - The report details the procedures for shareholders to nominate individuals for election as directors, including required written notices and candidate information[208](index=208&type=chunk)[183](index=183&type=chunk) [Biographies of Directors and Senior Management](index=32&type=section&id=Biographies%20of%20Directors%20and%20Senior%20Management) This section provides detailed background information on the Company's executive directors, independent non-executive directors, and senior management members, including their age, position, responsibilities, professional experience, academic qualifications, and positions held in other listed companies; the core management team possesses extensive experience in corporate management, finance, law, and the optical retail industry - Mr. Tang Chi Wah, 46, serves as Chairman of the Board and Co-Chief Executive Officer, responsible for the Group's overall strategic planning and operational management in China, with extensive experience in telecommunications operations[622](index=622&type=chunk) - Datin Low Lay Choo serves as Co-Chief Executive Officer, primarily responsible for the overall management and operations of the Malaysian business, with extensive experience in the optical retail industry[631](index=631&type=chunk) - The independent non-executive director team possesses professional backgrounds in finance, accounting, and law, providing independent opinions and judgments to the Board[625](index=625&type=chunk)[655](index=655&type=chunk)[657](index=657&type=chunk) [Environmental, Social and Governance Report (ESG)](index=36&type=section&id=Environmental%2C%20Social%20and%20Governance%20Report%20%28ESG%29) This year's ESG report expands its scope to include digital payment-related businesses in China; the report outlines the Group's ESG management system and identifies key issues through materiality assessment; environmentally, the Group discloses greenhouse gas emissions, resource consumption data, and sets emission reduction targets; socially, the report covers employment and labor practices, health and safety, development and training, supply chain management, product responsibility, anti-corruption, and community investment, demonstrating the Group's efforts and performance in sustainable development [ESG Management and Strategy](index=37&type=section&id=ESG%20Management%20and%20Strategy) The Group has established an ESG governance structure with the Board fully responsible for formulating ESG strategies and assessing risks and opportunities; through continuous communication with key stakeholders including shareholders, employees, customers, and suppliers, the Group conducted a materiality assessment to identify the most significant ESG issues for its business and stakeholders, such as emissions, resource use, employment, product responsibility, and anti-corruption - The Board bears overall responsibility for the Company's ESG strategy and reporting, and is responsible for assessing and identifying ESG-related risks and opportunities[640](index=640&type=chunk) - Through materiality assessment, the Group identified the most relevant sustainability issues, including environmental aspects like emissions and resource use, and social aspects like employment, product responsibility, and anti-corruption[678](index=678&type=chunk)[677](index=677&type=chunk) [Environmental Protection](index=42&type=section&id=Environmental%20Protection) The Group is committed to reducing the environmental impact of its operations; during the reporting period, total greenhouse gas emissions were 552.17 tonnes of CO2 equivalent, primarily from purchased electricity; the Group has set a target to reduce greenhouse gas emission intensity by 2% by 2030; in terms of resource use, total electricity consumption was approximately 1 million kWh, and total water consumption was approximately 6,766 cubic meters; the Group has also identified climate change-related physical and transition risks and developed response strategies 2023 Key Environmental Performance Indicators | Indicator | Unit | 2023 Data | | :--- | :--- | :--- | | Total Greenhouse Gas Emissions | tonnes of CO2 equivalent | 552.17 | | Greenhouse Gas Emission Intensity | tonnes of CO2 equivalent/employee | 1.37 | | Non-hazardous Waste Generated | tonnes | 6.34 | | Total Energy Consumption | kWh | 1,003,935.10 | | Total Water Consumption | cubic meters | 6,766.00 | - The Group has set environmental targets: to reduce greenhouse gas emission intensity by **2%** by 2030, using 2023 as the baseline, and to keep the growth in energy and water consumption intensity below **5%**[709](index=709&type=chunk)[729](index=729&type=chunk)[716](index=716&type=chunk) - The Group has identified physical risks (e.g., extreme weather) and transition risks (e.g., stricter regulations) posed by climate change, integrating them into its enterprise risk management framework[719](index=719&type=chunk)[738](index=738&type=chunk)[720](index=720&type=chunk) [Social Responsibility](index=48&type=section&id=Social%20Responsibility) On the social front, the Group focuses on employee well-being, supply chain management, product quality, and community contributions; as of the end of 2023, the Group employed 404 full-time staff, with an employee turnover rate of 16.1%; the Group provides comprehensive employee training, with an average of 101 training hours per employee; the Company strictly adheres to labor standards, opposing child and forced labor; in its operations, the Group implements stringent supplier screening and product quality control, and has anti-corruption and whistleblowing policies; during the reporting period, the Group actively participated in community investment, sponsoring various university activities - As of December 31, 2023, the Group had **404** full-time employees, with an annual turnover rate of approximately **16.1%**[723](index=723&type=chunk)[766](index=766&type=chunk) - The Group prioritizes employee development, with an average of **101** training hours per employee during the reporting period[751](index=751&type=chunk) - The Group strictly complies with laws and regulations against child and forced labor, and has established equal opportunity and anti-discrimination policies[753](index=753&type=chunk)[754](index=754&type=chunk) - The Group has established a supplier screening mechanism, incorporating environmental and social performance into evaluation criteria; concurrently, it implements strict product quality control procedures to protect consumer rights and data privacy[756](index=756&type=chunk)[535](index=535&type=chunk)[969](index=969&type=chunk) - The Company maintains a zero-tolerance stance on corruption, has established a whistleblowing policy, and provides anti-corruption training for directors and employees; during the reporting period, the Group actively engaged in community investment, sponsoring various education-related activities[783](index=783&type=chunk)[811](index=811&type=chunk)[537](index=537&type=chunk) [Directors' Report](index=64&type=section&id=Directors'%20Report) The Directors' Report outlines the Group's principal businesses, performance, and financial position for the FY2023; the Board does not recommend a final dividend for the reporting period; the report also discloses changes in share capital, directors' and major shareholders' interests in shares, details of the share option scheme, and continuing connected transactions; furthermore, the report confirms the Company's compliance with the public float requirements of the Listing Rules and the re-appointment of Kaiyuan Xin De Certified Public Accountants Limited as auditor - The Board does not recommend the payment of any final dividend for the reporting period[93](index=93&type=chunk)[797](index=797&type=chunk) - During the reporting period, the Group adopted a share option scheme; as of December 31, 2023, **2,160,000** share options were available for grant under the scheme[837](index=837&type=chunk)[838](index=838&type=chunk) - In February 2023, **47,840,000** share options granted under the share option scheme were fully exercised[253](index=253&type=chunk) - The report discloses property lease agreements entered into with connected persons as continuing connected transactions[265](index=265&type=chunk)[266](index=266&type=chunk)[267](index=267&type=chunk) - Based on public information, the Company maintained the public float required by the Listing Rules as of the date of this annual report[271](index=271&type=chunk) [Independent Auditor's Report](index=75&type=section&id=Independent%20Auditor's%20Report) The independent auditor, Kaiyuan Xin De Certified Public Accountants Limited, issued an unmodified opinion on the Group's consolidated financial statements for the year ended December 31, 2023, affirming that the statements present a true and fair view of the Group's financial position, financial performance, and cash flows, and are properly prepared in accordance with International Financial Reporting Standards; the report highlights goodwill impairment assessment and expected credit loss assessment for trade and other receivables as key audit matters - The auditor believes that the consolidated financial statements present a true and fair view of the Group's financial position and performance in accordance with International Financial Reporting Standards, and issued an unmodified opinion[305](index=305&type=chunk)[274](index=274&type=chunk) - Key audit matters include: - **Goodwill Impairment Assessment**: The auditor focused on this due to the significant judgment required from management in determining key assumptions and the material balance of goodwill - **Expected Credit Loss Assessment for Trade and Other Receivables**: This was also identified as a key audit matter due to the material carrying amount of receivables and the high uncertainty involved in assessing expected credit losses[277](index=277&type=chunk)[909](index=909&type=chunk) [Consolidated Financial Statements](index=81&type=section&id=Consolidated%20Financial%20Statements) This section provides the Group's detailed audited consolidated financial statements, including the Consolidated Statement of Profit or Loss and Other Comprehensive Income, Consolidated Statement of Financial Position, Consolidated Statement of Changes in Equity, and Consolidated Statement of Cash Flows, along with detailed notes to these statements; the financial statements comprehensively reflect the Group's operating results, financial position, and cash flows during the reporting period [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=81&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the year ended December 31, 2023, the Group recorded revenue of RMB 1.42 billion and gross profit of RMB 206 million; due to a goodwill impairment of RMB 88.27 million, the loss before tax was RMB 69.62 million, and the loss for the year was RMB 74.38 million; basic and diluted loss per share was RMB 0.12 Consolidated Statement of Profit or Loss Summary (For the Year Ended December 31) | Item (RMB in thousands) | 2023 | 2022 (Nine Months) | | :--- | :--- | :--- | | Revenue | 1,419,769 | 550,032 | | Gross Profit | 205,745 | 153,612 | | Goodwill Impairment | (88,270) | – | | Loss Before Tax | (69,619) | (14,035) | | Loss for the Year/Period | (74,380) | (23,479) | | Loss Attributable to Owners of the Company | (75,564) | (27,856) | | Basic Loss Per Share | RMB (0.12) | RMB (0.05) | [Consolidated Statement of Financial Position](index=83&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of December 31, 2023, the Group's total assets were RMB 691 million, total liabilities were RMB 134 million, and net assets were RMB 556 million; non-current assets primarily consisted of goodwill, investments in associates, and intangible assets; current assets were mainly composed of trade and other receivables, and bank balances and cash Consolidated Statement of Financial Position Summary (As of December 31) | Item (RMB in thousands) | 2023 | 2022 | | :--- | :--- | :--- | | **Total Assets** | **690,521** | **596,719** | | Non-current Assets | 331,822 | 333,475 | | Current Assets | 358,699 | 263,244 | | **Total Liabilities** | **134,160** | **110,986** | | Current Liabilities | 105,328 | 79,188 | | Non-current Liabilities | 28,832 | 31,798 | | **Net Assets** | **556,361** | **485,733** | | **Total Equity** | **556,361** | **485,733** | [Consolidated Statement of Cash Flows](index=87&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) For the year ended December 31, 2023, net cash used in operating activities was RMB 44.9 million, primarily affected by changes in working capital; net cash used in investing activities was RMB 124 million, mainly for the acquisition of investments in associates; net cash from financing activities was RMB 173 million, primarily from proceeds from the issuance of shares upon exercise of share options; net increase in cash and cash equivalents for the year was RMB 3.64 million Consolidated Statement of Cash Flows Summary (For the Year Ended December 31) | Item (RMB in thousands) | 2023 | 2022 (Nine Months) | | :--- | :--- | :--- | | Net Cash (Used in)/From Operating Activities | (44,894) | 30,273 | | Net Cash Used in Investing Activities | (124,463) | (37,851) | | Net Cash From/(Used in) Financing Activities | 172,993 | (17,788) | | **Net Increase/(Decrease) in Cash and Cash Equivalents** | **3,636** | **(25,366)** | | Cash and Cash Equivalents at End of Year/Period | 78,968 | 68,021 | [Notes to the Consolidated Financial Statements](index=89&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) The notes to the financial statements provide detailed explanations of key accounting policies, accounting estimates, segment information, and various asset, liability, and profit/loss items; segment information indicates that digital payment-related businesses have become the largest source of revenue; the goodwill note details the impairment of RMB 88.27 million; related party transactions and financial instrument risk management are also fully disclosed [Segment Information](index=116&type=section&id=Segment%20Information) The Group's business is divided into five reportable segments: digital payment solution-related business, optical product retail, franchising and license management, e-commerce, and financing services; in 2023, digital payment solution-related business contributed the vast majority of revenue, reaching RMB 1.17 billion, accounting for approximately 82% of total revenue; optical product retail business revenue was RMB 181 million; geographically, revenue from the China market increased from 66% to 87% of total revenue 2023 Revenue by Segment (RMB in thousands) | Segment | 2023 Revenue | 2022 Revenue (Nine Months) | | :--- | :--- | :--- | | Digital Payment Solution-Related Business | 1,170,197 | 344,494 | | Optical Product Retail | 181,259 | 182,734 | | Franchising and License Management | 2,832 | 3,842 | | E-commerce | 28,989 | 5,244 | | Financing Services | 36,492 | 13,718 | | **Total** | **1,419,769** | **550,032** | - By geographical region, revenue from China was approximately **RMB 1.236 billion**, accounting for **87%** of total revenue; revenue from Malaysia was approximately **RMB 184 million**, accounting for **13%**[367](index=367&type=chunk) [Goodwill](index=147&type=section&id=Goodwill) As of the end of 2023, the Group's goodwill carrying amount decreased from RMB 172 million at the beginning of the year to RMB 83.85 million; the decrease was primarily due to impairment losses of RMB 31.28 million and RMB 56.99 million recognized against the e-commerce trading business (Chuangtong Group) and credit financing services (Oasis Group) cash-generating units, respectively, totaling RMB 88.27 million Goodwill Movement (RMB in thousands) | Item | E-commerce Trading Business | Credit Financing Services | Total | | :--- | :--- | :--- | :--- | | **Balance at Beginning of Period (2023/1/1)** | **87,164** | **84,953** | **172,117** | | Impairment during the year | (31,277) | (56,993) | (88,270) | | **Balance at End of Period (2023/12/31)** | **55,887** | **27,960** | **83,847** | [Financial Summary](index=186&type=section&id=Financial%20Summary) This section provides a summary of the Group's performance, assets, and liabilities for the past five fiscal years/periods; the data indicates a significant expansion in the Group's business scale (measured by revenue and total assets) since 2022, but profitability has fluctuated, with losses recorded in both 2022 (nine months) and 2023 Five-Year Financial Summary (RMB in thousands) | Item | 2021 (Ended 3/31) | 2022 (Ended 3/31) | 2022 (Nine Months) | 2023 (Ended 12/31) | | :--- | :--- | :--- | :--- | :--- | | **Revenue** | 99,223 | 349,803 | 550,032 | 1,419,769 | | **Profit/(Loss) for the Year/Period** | 12,254 | 18,900 | (23,479) | (74,380) | | **Total Assets** | 261,091 | 479,100 | 596,719 | 690,521 | | **Total Liabilities** | (61,163) | (281,770) | (110,986) | (134,160) | | **Total Equity** | 199,928 | 197,330 | 485,733 | 556,361 |

Environmental Impact - The company generated hazardous waste of 0.092 tons in the 2022 reporting period, an increase from 0.075 tons in the 2021 fiscal year, resulting in a density of 0.0002 tons per employee compared to 0.0001 tons per employee in the previous year[2] - The company produced non-hazardous waste of 10.32 tons in the 2022 reporting period, up from 9.55 tons in the 2021 fiscal year, with a density of 0.0270 tons per employee compared to 0.0186 tons per employee[4] - Water consumption in the 2022 reporting period was 6,809 cubic meters, down from 7,739 cubic meters in the 2021 fiscal year, with a density of 17.8 cubic meters per employee compared to 15.1 cubic meters per employee[12] - The company aims to limit the growth of non-hazardous waste density to no more than 5% in 2023[5] - The company plans to maintain energy consumption density growth to no more than 5% in 2023[9] - The company has implemented measures to promote waste reduction among employees, including double-sided printing and recycling initiatives[5] - The company prioritizes suppliers that provide environmentally friendly products and services to minimize potential environmental and social risks in the supply chain[76] Energy and Resource Consumption - Energy consumption for the 2022 reporting period was 1,074,479 kWh, a decrease from 1,156,705 kWh in the 2021 fiscal year, with a density of 2,813 kWh per employee compared to 2,250 kWh per employee[9] - The company used 6.615 tons of packaging materials in the 2022 reporting period, an increase from 6.420 tons in the 2021 fiscal year, with a density of 0.054 kg per 1,000 MYR revenue compared to 0.062 kg per 1,000 MYR revenue[15] Employee Development and Turnover - Employee turnover rate decreased to 11.4% in 2022 from 22.4% in 2021, showing significant improvement[23] - A total of 536 employees received training during the reporting period, achieving a 100% training participation rate[33] - Average training hours per employee reached 112 hours in 2022, indicating a strong commitment to employee development[33] - The company maintains a 100% training rate for all employee categories, including senior management, middle management, and non-executive staff[34] - The company has implemented comprehensive health and safety policies, with no recorded work-related injuries or fatalities in the past three years[28] Financial Performance - The company reported a significant recovery in annual revenue, reflecting a strong rebound from the impacts of COVID-19, aligning with expectations[49] - For the nine months ending December 31, 2022, the group reported revenue of approximately RMB 344,500,000, a significant increase from RMB 191,900,000 in the previous fiscal year[52] - The group recorded a gross profit of approximately RMB 153,600,000, with a gross margin of 27.9%, down from 30.4% in the previous fiscal year, primarily due to lower margins in the digital retail and payment hardware trade compared to the Malaysian optical business[56] - The group reported a net loss of approximately RMB 23,500,000 for the reporting period, a decline from a net profit of RMB 18,900,000 in the previous fiscal year, largely due to increased administrative expenses and impairment losses[64] Corporate Governance and Compliance - The company maintains a zero-tolerance policy towards corruption and bribery, providing annual training to employees and directors on anti-corruption measures[85] - The company emphasizes compliance with Malaysian labor laws, with no reported violations regarding child labor or forced labor practices[38][39] - The company has established a performance management system to enhance employee development and ensure transparency in achieving key performance indicators[37] Strategic Initiatives and Future Plans - The company plans to diversify its service offerings to include digital retail payment and related services, leveraging its strong retail management relationships[49] - The company aims to identify suitable acquisition or investment targets that complement its growth strategy, particularly in digital retail solutions[184] - The company plans to expand its market presence in region H, targeting a revenue increase of I%[134] Acquisitions and Investments - The acquisition of Jiangxi Mali Intelligent Technology Co., Ltd. was completed in Q4 2022 to enhance the group’s capabilities in the digital retail ecosystem[53] - The company completed the acquisition of Positive Oasis Limited for approximately HKD 137.6 million, paid through the issuance of 98,992,805 shares at HKD 1.39 per share[112] - The acquisition of Chuangtong Development Limited was completed for approximately HKD 88 million, paid in cash, focusing on digital ecosystem research[112] Market and Operational Insights - The total number of employees in Malaysia decreased from 514 in the fiscal year 2021 to 382 as of December 31, 2022, representing a decline of approximately 25.7% compared to a 2.8% increase in the previous fiscal year[89] - The group is focusing on expanding its business operations and reducing reliance on the Malaysian optical product sales market amid signs of recovering consumer confidence[55] - In 2022, the group's optical product-related business in Malaysia steadily recovered due to improved economic activities and external demand[162] Risk Management - The group highlighted significant credit risk associated with new digital retail and payment hardware trade and financing services, which could impact profitability and financial condition[159] - The group has implemented measures to mitigate credit and default risks in its new digital retail and payment hardware business[159] Community Engagement - The group made charitable donations and other contributions amounting to approximately RMB 15,000 during the reporting period[153]