ZO FUTURE GROUP 大象未來集團 (Incorporated in the Cayman Islands with limited liability) (於開曼群島註冊成立之有限公司) (Stock Code 股份代號 : 2309) 31/F., Vertical Sq, No. 28 Heung Yip Road, Wong Chuk Hang, Hong Kong 香港黃竹坑香葉道28號嘉尚匯31樓 Tel 電話: (852) 2548 2928 Fax 傳真: (852) 2548 2782 Website 網頁: www.zogroup.com.hk 2023/2024 ANNUAL REPORT 年 報 ZO FUTURE GROUP 大象未來集團 Annual Report 2023/2024 年報 ZO FUTURE GROUP 大象未來集團 CONTENTS 目錄 | CORPORATE INFORMATION | 公司資料 | 2 | | --- | --- | --- | | ABBREVIATIONS | 簡稱 | 4 | | CHAIRMAN'S STATEMENT | ...

Financial Performance - Total revenue for the year ended June 30, 2024, was HKD 275,244,000, representing a 26.8% increase from HKD 217,097,000 in 2023[2] - Operating expenses increased to HKD 570,558,000, up 36.4% from HKD 418,208,000 in the previous year[2] - The company reported an operating loss of HKD 295,314,000, compared to an operating loss of HKD 201,111,000 in 2023, reflecting a 46.7% increase in losses[2] - The pre-tax loss for the year was HKD 319,857,000, significantly higher than the pre-tax loss of HKD 84,846,000 in 2023[3] - The net loss for the year was HKD 319,187,000, compared to a net loss of HKD 85,555,000 in the previous year, indicating a 273.5% increase in losses[3] - The group reported a total segment loss of HKD 280,340,000 for the year, compared to a loss of HKD 46,094,000 in the previous year[16] - The group reported a loss attributable to the owners of approximately HKD 182,779,000 and a net cash outflow from operating activities of approximately HKD 332,107,000 for the year ended June 30, 2024[9] - The company reported a basic and diluted loss per share of HKD 23.37, compared to HKD 3.33 in 2023, indicating a significant increase in loss per share[4] - The group recorded a net loss of approximately HKD 54,100,000 for other losses for the year ended June 30, 2024, compared to a loss of about HKD 500,000 in 2023[69] Assets and Liabilities - Non-current assets totaled HKD 907,286,000, an increase from HKD 678,044,000 in 2023, marking a 33.8% growth[5] - Current assets increased to HKD 351,513,000, up from HKD 281,527,000 in 2023, representing a 24.8% increase[5] - Total liabilities decreased to HKD 1,052,900,000 from HKD 1,058,135,000 in the previous year, showing a slight reduction[6] - The company's equity attributable to owners decreased to HKD 458,270,000 from HKD 520,051,000, reflecting a decline of 11.9%[7] - Trade payables increased to HKD 35,541,000 as of June 30, 2024, compared to HKD 14,690,000 in the previous year, indicating a significant rise in liabilities[42] - The total loans outstanding as of June 30, 2024, amounted to approximately HKD 532,586,000, with available undrawn loan facilities of approximately HKD 621,737,000[10] - The total loans of the group as of June 30, 2024, were approximately HKD 532.8 million, up from approximately HKD 253.5 million in 2023, with HKD 20.8 million due within one year[78] - The non-current liabilities as of June 30, 2024, are HKD 511,938,000, significantly up from HKD 20,296,000 in 2023[45] Revenue Sources - Revenue from match day income increased significantly to HKD 30,499,000 from HKD 16,060,000, representing an increase of 90.5%[12] - The group generated revenue of HKD 5,590,000 from new energy vehicles and related businesses, which was not present in the previous year[12] - Revenue from external customers in the UK increased to HKD 239,633,000 in 2024, up from HKD 186,206,000 in 2023, representing a growth of 28.6%[18] - The group’s football division recorded revenue of approximately HKD 239,800,000, reflecting a growth of about 28.5% compared to the previous year[59] - The profit from the sale of player registrations for the year ended June 30, 2024, was approximately HKD 151,700,000, significantly up from HKD 20,100,000 in 2023[70] - Rental income from investment properties in Cambodia amounted to approximately HKD 28,200,000 for the year ending June 30, 2024[61] Business Segments and Strategic Changes - The group has four reportable segments as of June 30, 2024, including a professional football club in the UK, new energy vehicles, property investment, and healthcare business[15] - The group completed the sale of its entire interest in Medi Hub for a total consideration of approximately HKD 312,000, leading to the termination of its healthcare business[14] - The group has established a strategic cooperation agreement with leading automotive manufacturers for the development of new energy vehicles, enhancing its market position[56] - The group plans to focus on expanding its new energy vehicle business, targeting markets in Japan, the United States, Canada, South America, Southeast Asia, and the Middle East[56] - The group has decided to terminate its healthcare business due to underperformance and will reallocate resources to expand other business segments[57] Financial Management and Costs - The group incurred financing costs of approximately HKD 36,800,000 for the year ended June 30, 2024, an increase of about 67.1% from HKD 22,000,000 in 2023[73] - The group has implemented cost control measures to monitor daily operational and administrative expenses[78] - The total employee costs for the group amounted to approximately HKD 381.8 million for the year ending June 30, 2024, compared to approximately HKD 319.1 million in 2023, reflecting an increase in workforce[86] - The group’s current ratio as of June 30, 2024, was approximately 129.5%, up from 43.8% in 2023[77] Other Financial Information - The company did not declare or propose any dividends for the years ended June 30, 2024, and 2023[32] - The company sold its 100% stake in Medi Hub for approximately HKD 312,000 on March 15, 2024[29] - The company reported a foreign exchange loss of HKD 7,060,000 in 2024, compared to HKD 3,216,000 in 2023[22] - The company’s expected credit loss provision for trade receivables was HKD 6,148,000, reflecting a weighted average expected loss rate of 43.9% for amounts overdue beyond 90 days[40] - The company held related party receivables of HKD 46,410,000 as of June 30, 2024, primarily from Birmingham City Stadium Ltd[43] - The company changed its name from "Birmingham Sports Holdings Limited" to "ZO Future Group" effective September 11, 2023, reflecting a strategic rebranding[85]

Financial Performance - For the six months ended December 31, 2023, the Group's revenue was approximately HK$144.3 million, representing an increase of approximately 32.5% compared to HK$108.9 million for the same period in 2022[116][119]. - The Group recorded a loss attributable to owners of approximately HK$36.9 million for the six months ended December 31, 2023, representing an increase of approximately 30.0% compared to a loss of approximately HK$28.4 million for the same period last year[137][139]. - Revenue from the football club segment for the six months ended December 31, 2023, was approximately HK$123.1 million, an increase of approximately 31.1% from HK$94.0 million in the corresponding period of 2022[191]. - The new energy automobiles and related business segment generated approximately HK$5.6 million in revenue since commencing operations in October 2023[191]. - The Healthcare Business reported revenue of approximately HK$1.5 million, reflecting a significant increase of approximately 66.9% from HK$0.9 million in the same period last year[191]. - Operating expenses for the six months ended December 31, 2023, were approximately HK$259.4 million, an increase of approximately 32.2% compared to HK$196.2 million in the previous year[195]. - Finance costs incurred during the six months ended December 31, 2023, were approximately HK$22.2 million, representing an increase of approximately 84.6% from HK$12.0 million in the same period of 2022[195]. Share Options and Management Remuneration - As of December 31, 2023, 11,134,016 share options lapsed during the six-month period, with no new options granted, exercised, or cancelled[34]. - As of December 31, 2023, a total of 70,840,090 share options were available for grant under the Share Option Scheme[58]. - The remuneration for directors identified as key management for the six months ended December 31, 2023, was HK$3,595,000, compared to HK$3,436,000 for the same period in 2022, reflecting an increase of approximately 4.6%[4]. - The remuneration of Mr. Zhao Wenqing has been increased to approximately HK$2,984,000 per annum effective from 1 November 2023[64]. - The remuneration of Mr. Huang Dongfeng has been increased to approximately HK$2,074,000 per annum effective from 1 January 2024[64]. - The remuneration of Mr. Yiu Chun Kong has been increased to approximately HK$293,000 per annum effective from 1 January 2024[64]. - The director's fee of Mr. Sue Ka Lok has been increased to approximately HK$270,000 per annum effective from 1 January 2024[64]. - The director's fee of Mr. Pun Chi Ping has been increased to approximately HK$210,000 per annum effective from 1 January 2024[64]. Corporate Governance - The Company complied with all applicable code provisions of the Corporate Governance Code for the six months ended December 31, 2023[63]. - The Board emphasized the importance of good corporate governance to enhance efficiency and safeguard shareholder interests[63]. - The Company’s financial statements for the six months ended December 31, 2023, were reviewed and approved by the Audit Committee and the Board[45]. - The condensed consolidated interim financial statements for the six months ended 31 December 2023 have been reviewed by the Audit Committee and approved by the Board[67]. Investments and Disposals - The Group's equity interest in BCL decreased from approximately 75% to approximately 51.72% after the completion of the disposal[75]. - The consideration received from the disposal was approximately HK$52,354,000, with non-controlling interests recognized at approximately HK$42,047,000[75]. - The excess of consideration received and loan assignment recognized within equity amounted to approximately HK$4,884,000[75]. - The total cash consideration for the disposal of the subsidiary was not disclosed in the report[100]. - The company agreed to sell 19,838,227 shares in BCL, representing approximately 24.34% of BCL's issued share capital, as part of a major transaction subject to shareholder approval[93]. - The gain on the disposal of the subsidiary was included in the other gains/(losses), net, in the condensed consolidated statement of profit or loss for the six months ended December 31, 2023[103]. Player Transfers and Contingent Liabilities - As of December 31, 2023, the maximum amount payable for player transfer fees not yet accrued is approximately HK$53,805,000 (equivalent to about £5,409,000), down from HK$92,580,000 (equivalent to about £9,361,000) as of June 30, 2023[2]. - As of December 31, 2023, the maximum contingent liabilities related to player transfer costs amounted to approximately HK$53,805,000 (equivalent to approximately GBP5,409,000), a decrease from HK$92,580,000 (approximately GBP9,361,000) as of June 30, 2023[50]. Strategic Partnerships and Business Segments - The Group operates in four reportable business segments: professional football club operations, new energy automobiles, property investment, and healthcare-related business[118][120]. - The Group has established strategic cooperation agreements with Weichai New Energy Commercial Vehicle Co., Ltd. and Beijing Foton International Trade Co., Ltd. for comprehensive collaboration in new energy vehicle manufacturing and product development[151]. - The Group aims to promote "ZO MOTORS" focusing on smart new energy commercial vehicles integrating high-tech innovations such as intelligent connectivity and autonomous driving[146][149]. - The Group's management is committed to enhancing the value of the Group through proactive exploration of new business opportunities in the new energy automobile market[146]. - The Group's commercial vehicles will primarily target overseas markets, including Japan, the United States, South America, Southeast Asia, and the Middle East[151]. Financial Ratios and Assets - As of 31 December 2023, the current ratio of the Group was approximately 120.8%, up from approximately 43.8% on 30 June 2023[170]. - The gearing ratio of the Group was approximately 39.3% as of 31 December 2023, compared to approximately 32.8% on 30 June 2023[170]. - The ratio of total liabilities to total assets of the Group was approximately 69.0% as of 31 December 2023, down from approximately 79.0% on 30 June 2023[170]. - The Group had no mortgaged assets as of December 31, 2023[48]. - The Group's investment properties were valued at approximately HK$470.7 million, accounting for approximately 44.5% of the total assets[154][158]. - The Group recorded rental income of approximately HK$14.1 million from investment properties during the six months ended 31 December 2023[178]. Cost Control and Future Development - The management is implementing cost control measures to monitor operational and administrative expenses to enhance financial strength for future business development[200]. - The Group aims to diversify its income streams through the new energy automobiles business, which is expected to improve overall financial performance[161].

Financial Performance - Total revenue for the six months ended December 31, 2023, was HKD 144,331,000, an increase from HKD 108,946,000 for the same period in 2022, representing a growth of approximately 32.4%[3] - The net loss for the period was HKD 56,412,000, compared to a loss of HKD 36,878,000 for the same period in 2022, indicating a worsening financial position[3] - The group recorded revenue of approximately HKD 144,300,000 for the six months ended December 31, 2023, representing an increase of about 32.5% compared to HKD 108,900,000 for the same period in 2022[78] - The group reported a loss for the period of HKD 56,412,000 for the six months ended December 31, 2023, compared to a loss of HKD 56,167,000 for the same period in 2022[119] - The company reported a loss attributable to shareholders of approximately HKD 36.9 million for the six months ended December 31, 2023, an increase of about 30.0% compared to a loss of HKD 28.4 million in the same period last year[50] Segment Performance - The segment performance showed a loss of HKD 35,755,000 for the six months ended December 31, 2023, compared to a loss of HKD 28,373,000 for the same period in 2022, indicating a deterioration in performance[3] - The revenue from the football club and related businesses was HKD 123,144,000, while the loss from this segment was HKD 40,542,000[3] - Revenue from the football club segment for the six months ended December 31, 2023, was approximately HKD 123,100,000, an increase of about 31.1% compared to HKD 94,000,000 for the same period in 2022[89] - The company’s segment performance showed a loss of HKD 28,094,000 from the football club segment and a loss of HKD 2,171,000 from the healthcare business[179] Financing and Costs - The financing costs increased significantly to HKD 22,207,000 for the six months ended December 31, 2023, compared to HKD 12,028,000 for the same period in 2022, reflecting a rise of approximately 84.5%[12] - Financing costs rose by 84.6% to approximately HKD 22,200,000 from HKD 12,000,000 in the previous year[128] - The group has secured a total of approximately HKD 1,157,375,000 in loan financing, including HKD 250,000,000 from Trillion Trophy Asia Limited and HKD 497,375,000 from a non-controlling shareholder[93] - Total loans increased to approximately HKD 314,900,000 from HKD 253,500,000, with HKD 45,400,000 due within one year[132] New Energy Vehicle Business - The company has established a strong team to enter the new energy vehicle market, led by senior management from renowned automotive and high-tech companies[54] - The new energy vehicle business will operate under the name "ZO MOTORS," focusing on smart commercial vehicles that integrate high-tech innovations such as smart connectivity and autonomous driving[54] - The group plans to fully promote "ZO MOTORS" as part of its new energy vehicle and related business segment[83] - The group is committed to promoting electrification in the commercial vehicle sector and transitioning from traditional energy to green energy[88] - The group entered into strategic cooperation agreements with Weichai New Energy and Beijing Foton International Trade in January and February 2024, focusing on new energy vehicle manufacturing and joint product development[107] Investment Properties - The fair value of the group's investment properties was approximately HKD 470.652 million as of December 31, 2023, unchanged from June 30, 2023[36] - The group’s investment properties were valued at approximately HKD 173,177,000 as of December 31, 2023, with no significant difference from the book value[67] - As of December 31, 2023, the fair value of the group's investment properties is approximately HKD 470,700,000, accounting for about 44.5% of the total assets, down from 49.0% as of June 30, 2023[85] - Rental income from investment properties amounted to approximately HKD 14,100,000 for the six months ended December 31, 2023, unchanged from the same period in 2022[109] Operational and Administrative Expenses - Operating expenses for the six months ended December 31, 2023, were approximately HKD 259,400,000, an increase of about 32.2% from HKD 196,200,000 in the same period of 2022[91] - Administrative and other expenses increased by 17.7% to approximately HKD 20,600,000 compared to HKD 17,500,000 for the same period in 2022[128] - The company has implemented cost control measures to monitor daily operational and administrative expenses[150] Shareholder Matters - The company has no plans to declare an interim dividend for the six months ended December 31, 2023, consistent with the previous year[49] - The company has entered into subscription agreements to issue a total of 43,697,478 new shares at a subscription price of HKD 2.142 per share, raising a total of HKD 93,600,000[173] - The company will hold a special general meeting on March 20, 2024, to seek independent shareholder approval for the subscription agreements[173] Employee and Operational Metrics - The average number of full-time employees increased to approximately 310 from 280 in the previous period[168] - Total employee costs amounted to approximately HKD 173,800,000, up from HKD 152,400,000 in the same period last year[168] Compliance and Governance - The company has complied with all applicable provisions of the Corporate Governance Code as of December 31, 2023[170]

46 ZO FUTURE GROUP 大象未來集團 2 ZO FUTURE GROUP 大象未來集團 ABBREVIATIONS 簡稱 | --- | --- | |----------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------| | | | | ABBREVIATIONS (Continued) | 簡稱 （續） | | "Oriental Rainbow" | Oriental Rainbow Investments Limited, a company incorporated in the British Virgin Islands with limited liability and wholly owned by Mr ...

Financial Performance - Total revenue for the year ended June 30, 2023, was HKD 217,097,000, a decrease of 1.3% from HKD 220,939,000 in 2022[2] - The operating loss narrowed to HKD 201,111,000 from HKD 244,613,000, showing an improvement of 17.7%[2] - The company reported a pre-tax loss of HKD 84,846,000 for 2023, an improvement from a loss of HKD 107,768,000 in 2022, representing a reduction of approximately 21.2%[16] - The company incurred a total comprehensive loss of HKD 96,295,000 in 2023, compared to HKD 82,001,000 in 2022, which is an increase of approximately 17.4%[16] - The net loss attributable to the owners of the company was approximately HKD 25,657,000 for the year ended June 30, 2023[11] - The company reported a loss attributable to shareholders of HKD 25,657,000 for 2023, a decrease from a loss of HKD 40,661,000 in 2022, indicating an improvement of approximately 37%[39] - The basic and diluted loss per share for the company was HKD 3.33, improved from HKD 5.27 in the previous year, indicating a reduction of about 36.8%[16] Revenue Breakdown - The company generated commercial revenue of HKD 21,396,000 from contracts with customers at a point in time, up from HKD 11,929,000 in 2022, reflecting an increase of approximately 79.5%[19] - Matchday revenue increased to HKD 16,060,000 in 2023 from HKD 15,557,000 in 2022, showing a growth of about 3.2%[19] - The company’s segment revenue from football clubs was HKD 186,587,000, while property investment generated HKD 28,179,000, and healthcare business contributed HKD 2,331,000, totaling HKD 217,097,000[26] - The total revenue from contracts with customers in the UK was HKD 186,206,000 for 2023, a slight decrease from HKD 190,891,000 in 2022[49] - The overall revenue from the football club segment for the year ended June 30, 2023, was approximately HKD 186,600,000, a decrease of about 2.7% from HKD 191,700,000 in 2022, primarily due to the depreciation of the British pound[127] Expenses and Costs - Operating expenses decreased to HKD 418,208,000 from HKD 465,552,000, reflecting a reduction of 10.1%[2] - The company reported employee costs of HKD 319,107,000 for 2023, down from HKD 377,001,000 in 2022, representing a reduction of about 15.4%[55] - Interest expenses decreased to HKD 22,022,000 in 2023 from HKD 25,361,000 in 2022, reflecting a reduction of about 13.5%[53] - Other income fell to HKD 7,942,000 from HKD 12,715,000, representing a decrease of 37.9%[2] - The group recorded other losses of approximately HKD 500,000 for the year ended June 30, 2023, compared to other income of approximately HKD 6,700,000 in 2022, primarily due to increased impairment losses on right-of-use assets and a lack of insurance compensation related to COVID-19[109] Assets and Liabilities - Current liabilities increased to HKD 642,414,000 from HKD 443,911,000, an increase of 45.0%[6] - The total non-current liabilities decreased significantly to HKD 115,721,000 from HKD 351,080,000, a reduction of 67.0%[8] - The company’s non-current assets totaled HKD 678,044,000 as of June 30, 2023, compared to HKD 661,937,000 in 2022, indicating a growth of approximately 2.4%[49] - The company’s total liabilities decreased from HKD 349,149,000 in 2022 to HKD 253,462,000 in 2023, reflecting improved financial stability[69] - The current ratio as of June 30, 2023, was approximately 43.8%, down from 80.2% in 2022, while the debt-to-equity ratio was approximately 32.8%, down from 41.7% in 2022[110] Financing and Loans - The company has secured up to HKD 250,000,000 in unsecured revolving loan financing from its major shareholder[12] - As of June 30, 2023, the company had available undrawn loan facilities of approximately HKD 473,871,000[14] - The company’s loans decreased to HKD 253,462,000 in 2023 from HKD 349,149,000 in 2022, with a significant reduction in bank loans secured[68] - Total loans as of June 30, 2023, were approximately HKD 253,500,000, a decrease from approximately HKD 349,100,000 in 2022, with about 76.0% of the loans denominated in HKD[111] Future Outlook and Strategic Direction - The management remains cautiously optimistic about the future despite ongoing economic challenges and uncertainties[106] - The group plans to explore new business opportunities in sports accessories, health products, and high-tech and environmentally friendly technologies to diversify its operations[126] - The board recommended changing the company name from "Birmingham Sports Holdings Limited" to "ZO Future Group" to better reflect the business direction and future development[166] Other Notable Points - The company completed the sale of its entire equity interest in Beijing Target Medical Technology Co., Ltd. for a consideration of HKD 0, with associated liabilities of approximately HKD 19,307,000 transferred to the buyer[55] - The group did not declare any dividends for the year ended June 30, 2023, consistent with the previous year[82][97] - The average number of full-time employees was approximately 280, compared to 270 in 2022[149] - The group recorded a revenue of approximately HKD 217.1 million for the year ended June 30, 2023, a decrease of about 1.7% from HKD 220.9 million in 2022[98][106]

Birmingham Sports Holdings Limited 伯明翰體育控股有限公司 BIRMINGHAM SPORTS HOLDINGS LIMITED 31/F., Vertical Sq, No. 28 Heung Yip Road, Wong Chuk Hang, Hong Kong 伯明翰體育控股有限公司 (Incorporated in the Cayman Islands with limited liability) (於開曼群島註冊成立之有限公司) (Stock Code 股份代號 : 2309) 2023 INTERIM REPORT 中期報 告 CONTENTS 目錄 CORPORATE INFORMATION 公司資料 2 ABBREVIATIONS 簡稱 4 MANAGEMENT DISCUSSION AND ANALYSIS 管理層討論及分析 6 CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME 簡明綜合損益及其他全面收益表 17 CONDENSED CONSO ...

Financial Performance - The Group's revenue for the year ended June 30, 2022, was approximately HK$220.9 million, representing an increase of approximately 33.9% compared to HK$165.0 million in 2021[6]. - The loss attributable to owners of the Company for the year ended June 30, 2022, was approximately HK$40.7 million, a decrease from approximately HK$74.2 million in 2021[6]. - The basic loss per share was approximately HK0.21 cent, compared to approximately HK0.40 cent in the previous year[27]. - Revenue from the football club segment for the year ended June 30, 2022, was approximately HK$191.7 million, an increase of approximately 50.5% from HK$127.4 million in 2021, primarily due to growth in commercial income and match day receipts[44]. - Revenue from the healthcare business for the year ended June 30, 2022, was approximately HK$1.0 million, a decrease from approximately HK$5.9 million in 2021[46]. - Operating expenses for the year ended June 30, 2022, were approximately HK$465.6 million, representing an increase of approximately 9.0% from HK$427.1 million in 2021[47]. - Other income for the year ended June 30, 2022, was approximately HK$12.7 million, a decrease of approximately 22.1% from HK$16.3 million in 2021, mainly due to a decline in government subsidies[48]. - The Group recorded a net gain of approximately HK$6.7 million in other gains and losses for the year ended June 30, 2022, compared to a loss of approximately HK$3.7 million in 2021[49]. - The Group's current ratio improved to approximately 80.2% as of June 30, 2022, compared to approximately 51.2% in 2021[59]. - Total borrowings increased to approximately HK$349.1 million as of June 30, 2022, up from approximately HK$293.8 million in 2021[60]. - The Group's total liabilities to total assets ratio was approximately 78.1% as of June 30, 2022, compared to approximately 71.7% in 2021[59]. - The Group's bank balances and cash decreased to approximately HK$35.7 million as of June 30, 2022, down from approximately HK$44.8 million in 2021[60]. - The total staff costs for the Group amounted to approximately HK$377.0 million for the year ended June 30, 2022, compared to approximately HK$369.9 million in 2021[70]. Business Segments - The Group engaged in three reportable business segments: operation of a professional football club in the UK, investment in properties, and healthcare-related business[7]. - The Group operates Birmingham City Football Club, which generated revenue from match day receipts, broadcasting income, and commercial income[31]. - The Group is focused on expanding its healthcare business, capitalizing on the increasing demand for high-end medical products and services in China due to its aging population and growing middle class[15][17]. - The Group's investment in properties in Phnom Penh, Cambodia, is expected to provide a stable income stream[14][16]. Management and Strategy - The management is committed to improving the overall game performance of the football club and will provide full support for this goal[8]. - The management aims to improve the overall performance of Birmingham City Football Club to achieve a higher ranking in the league for the upcoming season[33]. - The management is optimistic about the recovery of the local economy in Cambodia, projecting a growth of 4.5% in 2022, which may enhance the value of the Group's investment properties[14][16]. - The management will continue to seek investment opportunities globally to expand the Group's business portfolio[21][23]. Corporate Governance - The Company aims to achieve high standards of corporate governance to safeguard shareholder interests[160]. - The Company has established several Board Committees, including the Audit Committee, Remuneration Committee, and Nomination Committee, to enhance Board functions[174]. - The Company has complied with all applicable provisions of the Corporate Governance Code for the year ended June 30, 2022, except for certain regular Board meetings held with less than 14 days' notice[160]. - The Board of Directors consists of eight members, including four Executive Directors and three Independent Non-executive Directors, ensuring a balance of skills and experience[161]. - The Company received written annual confirmation of independence from all existing Independent Non-executive Directors[161]. Risk Management - The Group is exposed to financial risks related to interest rates, foreign currency, credit, and liquidity, which could impact its financial performance[73]. - Liquidity risk exists as the Group may be unable to meet obligations under loan agreements, which could lead to events of default[74]. - The Group's operations could be adversely affected by outbreaks of contagious diseases, impacting economic demand and productivity[71]. - The Group's financial condition may be influenced by fluctuations in the global economy or specific markets, posing business risks[72]. - An independent consultant was engaged to review the risk management and internal control systems for the year ended June 30, 2022[194]. - The Board will implement appropriate measures to minimize identified risks and control them within acceptable levels[195]. - The risk management and internal control systems are designed to manage risks rather than eliminate them[193]. Shareholder Information - The Board does not recommend the payment of a final dividend for the year ended June 30, 2022, consistent with the previous year where no dividend was declared[118]. - The Company's distributable reserves as of June 30, 2022, amounted to approximately HK$148,212,000, a decrease from approximately HK$193,562,000 in 2021[121]. - Sales to the five largest customers accounted for less than 30% of total revenue for the year ended June 30, 2022[121]. - The total number of shares in issue as of June 30, 2022, was 19,288,998,508[124]. Employment and Staff - The Group employed an average of approximately 270 full-time employees and 110 temporary staff members during the year ended June 30, 2022, a decrease from approximately 320 full-time employees and 60 temporary staff members in 2021[70]. - The total remuneration of senior management (excluding Directors) for the year ended 30 June 2022 ranged from HK$500,000 to HK$3,000,000[181]. - The Company continues to provide remuneration packages to attract and retain high-caliber staff, including medical and retirement benefits[181]. Environmental and Social Responsibility - The Group's commitment to environmental sustainability is reflected in its operational practices[81]. - The Group strictly complies with local environmental laws and regulations to ensure long-term sustainability[81].

Financial Performance - For the six months ended December 31, 2021, the Group's revenue was approximately HK$111.4 million, representing an increase of approximately 52.1% compared to HK$73.2 million for the same period in 2020[9]. - The Group recorded a loss attributable to owners of the Company of approximately HK$10.3 million for the six months ended December 31, 2021, compared to a profit of approximately HK$71.9 million for the corresponding period last year[11]. - Basic loss per share for the six months ended December 31, 2021, was approximately HK$0.05, compared to basic earnings per share of approximately HK$0.41 for the same period last year[12]. - The significant decrease in profit was mainly due to a reduction in profit from player transfer activities and the absence of fair value gains on derivative financial instruments[11]. - The operating loss for the period was HK$126.3 million, compared to a loss of HK$117.2 million for the same period in 2020, indicating a deterioration in operational performance[48]. - The total comprehensive expense for the period amounted to HK$35.1 million, a significant decline from a comprehensive income of HK$97.6 million in the previous year[48]. - The company reported a total loss for the period of HK$40,144,000, compared to a profit of HK$75,924,000 in the same period last year, indicating a significant decline in overall profitability[76]. Revenue Streams - The Group operates Birmingham City Football Club, with revenue streams including match day receipts, broadcasting income, and commercial income[15]. - The increase in revenue is attributed to improved match day attendance and broadcasting arrangements[9]. - Revenue from the Club for the same period was approximately HK$96.6 million, reflecting a 68.3% increase from HK$57.4 million in the prior year, driven by growth in commercial income and match day receipts[29]. - Revenue from contracts with customers reached HK$88,646,000, up from HK$58,119,000 in the previous year, indicating a year-over-year increase of about 52%[72]. - The broadcasting segment generated HK$45,074,000 in revenue, showcasing the importance of media rights in the company's revenue structure[72]. - Revenue from other sources, including commercial income and rental income, totaled HK$22,729,000, compared to HK$15,086,000 in the previous year, marking an increase of approximately 51%[72]. Business Segments - The Group is engaged in three reportable business segments: operation of a professional football club, investment in properties, and healthcare-related business[13]. - The football club segment generated external sales of HK$96,591,000, while the healthcare business contributed HK$694,000, reflecting the diverse revenue streams of the company[76]. - The segment results for the football club showed a loss of HK$29,853,000, while the healthcare business reported a loss of HK$2,524,000, highlighting the challenges faced in these segments[76]. Operational Challenges - The global economic recovery is facing challenges due to uneven recovery and new COVID-19 variants, impacting the Group's business outlook[26]. - The lifting of COVID-19 restrictions allowed fans to attend matches, significantly improving match day receipts and commercial income[16]. - The management will adopt a cautious approach while seeking business opportunities to create value for shareholders[26]. Financial Position - As of December 31, 2021, the Group's current ratio was approximately 61.4%, an increase from 51.2% on June 30, 2021[39]. - The gearing ratio was approximately 32.4% as of December 31, 2021, down from 35.4% on June 30, 2021[39]. - Total liabilities to total assets ratio was approximately 72.9% as of December 31, 2021, compared to 71.7% on June 30, 2021[39]. - The Group had total borrowings of approximately HK$251.8 million as of December 31, 2021, down from HK$293.8 million on June 30, 2021[39]. - Current liabilities exceeded current assets by approximately HK$179.1 million as of December 31, 2021, compared to HK$267.0 million on June 30, 2021[41]. - The management is exploring opportunities for external financing and equity funding to improve liquidity and financial position[40]. Staff and Operational Costs - The company employed an average of approximately 270 full-time employees and 110 temporary staff, with total staff costs amounting to approximately HK$192.0 million, up from HK$170.6 million in the prior year[46]. - Administrative and other expenses decreased by approximately 38.9% to approximately HK$17.7 million compared to the same period in 2020[31]. - The remuneration of Directors for the six months ended December 31, 2021, was approximately HK$3,871,000, a decrease from approximately HK$4,312,000 in the same period of 2020, reflecting a reduction of about 10.2%[146]. Share Capital and Options - The total authorized share capital was 50,000,000,000 shares, amounting to HK$500,000,000[130]. - The total number of shares issued by the company as of December 31, 2021, is 19,288,998,508[162]. - The Company aims to enhance shareholder value through the Share Option Scheme by encouraging participants to work towards this goal[154]. - The total number of share options outstanding as of December 31, 2021, was 200,412,370, reflecting the Company's commitment to incentivizing its directors and employees[157]. Corporate Governance - The company complied with all applicable provisions of the Corporate Governance Code throughout the six months ended December 31, 2021[162]. - The company has adopted the Model Code for securities transactions by Directors, and all Directors confirmed compliance during the six months ended December 31, 2021[163]. - The audit committee consists of three independent non-executive directors, with Mr. Yeung Chi Tat as the chairman[167].

Financial Performance - The Group's revenue for the year ended June 30, 2021, was approximately HK$165.0 million, a decrease of approximately 28.7% compared to HK$231.5 million in 2020[6]. - The loss attributable to owners of the Company for the year ended June 30, 2021, was approximately HK$74.2 million, down from approximately HK$260.5 million in 2020[6]. - For the year ended June 30, 2021, the Group's revenue was approximately HK$165.0 million, a decrease of approximately 28.7% compared to HK$231.5 million for the year ended June 30, 2020[27]. - The Group recorded a loss attributable to owners of the Company of approximately HK$74.2 million, a decrease of approximately 71.5% compared to a loss of approximately HK$260.5 million for the year ended June 30, 2020[28]. - The Group's basic loss per share was approximately HK0.40 cent, down from approximately HK1.47 cents in 2020[29]. - The Group's financial results indicate a significant improvement in loss figures compared to the previous year, reflecting ongoing restructuring efforts[10]. Business Segments and Operations - The Group is engaged in four business segments: operation of a professional football club, investment in properties, provision of lottery system and online payment system service solutions, and healthcare-related business[7]. - The Group disposed of approximately 21.64% of the Club and all its interests in the football stadium, maintaining a 75% interest in the Club[8]. - The Group's strategic direction includes maintaining a strong interest in the football club while exploring opportunities in other business segments[11]. - The Group's focus will continue to be on consolidating resources to enhance the Club's performance[8]. - Future prospects will involve continued support for the Club and potential expansion in the other business segments[11]. Player Transfers and Revenue Sources - Profit from player transfer activities amounted to approximately HK$276.9 million for the year ended June 30, 2021, compared to approximately HK$115.5 million in 2020[28]. - Revenue from the Club was approximately HK$127.4 million, representing a decrease of approximately 37.7% from HK$204.4 million in 2020, primarily due to reduced match day receipts and commercial income[58]. - Revenue from investment properties increased to approximately HK$28.2 million from HK$24.8 million in 2020, reflecting a growth of approximately 17.3%[58]. Investment and Expansion - The Group acquired a medical service group in Japan, aiming to tap into the growing demand for high-end medical products and services due to China's aging population and increasing middle-class families[18]. - The Group continues to explore investment opportunities in properties, despite the adverse impact of COVID-19 on the real estate market in Phnom Penh, Cambodia[13]. - The Group's healthcare and medical-related business primarily serves overseas customers seeking medical services in Japan[52]. - The Group's revenue from the healthcare segment reflects a focus on international medical consultation and wellness services[52]. Financial Position and Capital Management - As of June 30, 2021, the Group had no significant capital commitments, consistent with the previous year[59]. - The Group's current ratio was approximately 51.2%, up from 16.3% in 2020[60]. - The gearing ratio decreased to approximately 35.4% in 2021 from 59.9% in 2020[60]. - Total borrowings as of June 30, 2021, were approximately HK$293.8 million, down from HK$487.4 million in 2020[60]. - The Group's bank balances and cash amounted to approximately HK$44.8 million as of June 30, 2021, compared to HK$38.8 million in 2020[60]. Risk Management and Compliance - The ongoing COVID-19 pandemic has led to travel restrictions and weakened consumer sentiment, creating uncertainties in the Group's operating environment[75]. - The Group is exposed to financial risks related to interest rates, foreign currency, credit, and liquidity, which could affect its financial condition[77]. - The Group's risk management and internal control systems are designed to manage risks rather than eliminate them, providing reasonable assurance against material misstatement or loss[164]. - The Board conducted an annual review of the effectiveness of the risk management and internal control systems for the year ended June 30, 2021, and found them to be effective and adequate[167]. Corporate Governance - The Company aims to achieve high standards of corporate governance to enhance efficiency and performance while safeguarding shareholder interests[133]. - The Board comprises a total of nine members, including five Executive Directors and three Independent Non-executive Directors, ensuring a balance of skills and experience appropriate for the company's business needs[134]. - The Company has complied with the relevant code provisions of the Corporate Governance Code relating to risk management and internal control[169]. - The Company recognizes the importance of high-caliber staff and continues to provide remuneration packages based on market practices and individual performance[155]. Shareholder Information - The Company does not recommend the payment of a final dividend for the year ended June 30, 2021, consistent with 2020[96]. - The Group's reserves available for distribution as of June 30, 2021, amounted to approximately HK$193,562,000, an increase from HK$127,240,000 in 2020[97]. - The Company has established a range of communication channels with shareholders, including annual general meetings and reports[184]. - Shareholders have the right to put enquiries to the Board in writing[182]. Employment and Staff Management - The Group employed an average of approximately 320 full-time employees and 60 temporary staff members during the year ended June 30, 2021, a decrease from approximately 340 full-time and 470 temporary staff in 2020[71]. - The Group recognizes the importance of high-caliber staff and provides remuneration packages based on industry practices and individual performance, along with benefits such as medical insurance and training subsidies[71]. Connected Transactions - The approved annual cap for the continuing connected transactions under the Master Lease Agreement for the year ended June 30, 2021, was US$3,613,000[125]. - The auditor issued an unqualified letter regarding the Group's continuing connected transactions, confirming compliance with the Board's approval and pricing policies[129]. - The financial assistance received from Trillion Trophy is fully exempt from reporting and independent shareholders' approval requirements as it is conducted on normal commercial terms[121].