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 | | | 致：香港交易及結算所有限公司 公司名稱: 世大控股有限公司 呈交日期: 2025年8月4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) | 08003 | 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 | | | 3,000,000,000 | HKD | | 0.1 | HKD | | 300,000,000 | | 增加 / 減少 (-) | | | 0 | | | | HKD | | 0 | | 本月底結存 | | | 3,000,000,000 | HKD | | 0.1 | HKD | | 300,000,000 | 本月底法定/註冊股本總額： HKD 300,0 ...

This report, for which the directors of Great World Company Holdings Ltd (the "Company") collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on GEM of the Stock Exchange for the purpose of giving information with regard to the Company. The directors of the Company, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this report is accurate an ...

世大控股有限公司 GREAT WORLD COMPANY HOLDINGS LTD （於 開 曼 群 島 註 冊 成 立 之 有 限 公 司） （股 份 代 號：8003） 截至二零二五年三月三十一日止年度之年度業績公告 香港聯合交易所有限公司（「聯 交 所」）GEM之特點 GEM之 定 位，乃 為 相 比 起 其 他 在 聯 交 所 上 市 之 中 小 型 公 司 帶 有 較 高 投 資 風 險 之 公 司 提 供 一 個 上 市 之 市 場。有 意 投 資 之 人 士 應 瞭 解 投 資 於 該 等 公 司 之 潛 在 風 險，並 應 經 過 審 慎 周 詳 之 考 慮 後 方 作 出 投 資 決 定。 由 於GEM上 市 公 司 一 般 是 中 小 型 公 司，在GEM買賣之證券可能會較於主板買 賣 之 證 券 承 受 較 大 之 市 場 波 動 風 險，同 時 無 法 保 證 在GEM買賣的證券會有高 流 通 量 之 市 場。 香 港 交 易 及 結 算 所 有 限 公 司 及 聯 交 所 對 本 公 告 之 內 容 概 不 負 責，對 其 準 確 性 或 完 整 性 亦 不 發 表 任 何 聲 明， ...

Supplemental Announcement: Annual Report for the Year Ended March 31, 2024 [Auditor's Disclaimer of Opinion: Background and Response](index=1&type=section&id=Auditor's%20Disclaimer%20of%20Opinion) The company disclosed the auditor's disclaimer of opinion on its FY2024 financial statements due to going concern uncertainties, outlining measures taken and awaiting auditor review [Background of the Disclaimer of Opinion](index=1&type=section&id=Background%20of%20the%20Disclaimer%20of%20Opinion) - The auditor issued a disclaimer of opinion on the Group's consolidated financial statements for the year ended March 31, 2024[4](index=4&type=chunk) - Significant uncertainties exist, raising substantial doubt about the Group's ability to continue as a going concern[4](index=4&type=chunk) [Fundraising Plan and Executive Director's Financial Support](index=1&type=section&id=Actions%20to%20Address%20Disclaimer%20of%20Opinion%20(a)%20Fundraising) - Attempts to raise funds through convertible bonds and rights issues in H2 2024 failed due to lack of investor interest and high rights issue costs[5](index=5&type=chunk) - Plans to raise funds via new share issuance by December 2025, with amount and method dependent on market sentiment[5](index=5&type=chunk) Expected Allocation of Fundraising Proceeds | Fundraising Amount | Purpose | | :--- | :--- | | HKD 5 million or less | Entirely for general working capital (staff costs, professional fees, rent, administrative and operating expenses) | | Increase | Proceeds allocation will be adjusted accordingly | Executive Director Loan Details | Item | Details | | :--- | :--- | | Loan Amount | HKD 2 million | | Interest Rate | Interest-free | | Repayment Requirement | Executive Director committed not to demand repayment before March 31, 2026 | | Future Support | Executive Director expressed willingness to provide further interest-free financial support | [Operating Cost Control](index=2&type=section&id=Actions%20to%20Address%20Disclaimer%20of%20Opinion%20(b)%20Operating%20Expense%20Monitoring) - To reduce rental expenses, the company relocated its principal place of business from Wan Chai to Lai Chi Kok in May 2024[8](index=8&type=chunk) Rental Expense Changes | Metric | Before Change (HKD) | After Change (HKD) | Reduction Percentage | | :--- | :--- | :--- | :--- | | Monthly Rent | Approx. 73,000 | Approx. 23,000 | Approx. 68.5% | [Asset Disposal Plan](index=2&type=section&id=Actions%20to%20Address%20Disclaimer%20of%20Opinion%20(c)%20Disposal%20of%20Property%20Business) - Proposed disposal of a Group member company ("Disposal Group") engaged in property business and owning a building in Sichuan Province[8](index=8&type=chunk) - As of March 31, 2024, the Disposal Group was in a net liability position, owing approximately **HKD 135 million** to a major shareholder and its associates[8](index=8&type=chunk) - Negotiations with an independent third party for the disposal are ongoing, with an agreement expected by end of June 2025, projected to reduce Group liabilities by approximately **HKD 135 million**[8](index=8&type=chunk) [Debt Restructuring](index=2&type=section&id=Actions%20to%20Address%20Disclaimer%20of%20Opinion%20(d)%20Creditor%20Communication) Zero-Coupon Convertible Bond Restructuring | Item | Details | | :--- | :--- | | Principal Amount | HKD 3.5 million | | Original Maturity Date | March 28, 2025 | | New Repayment Date | March 28, 2028 (or other date mutually agreed) | | Repayment Terms | If new funds are successfully raised, 10% must be used for partial repayment to bondholders until fully settled | [Trade Receivables Collection](index=2&type=section&id=Actions%20to%20Address%20Disclaimer%20of%20Opinion%20(e)%20Collection%20of%20Trade%20Receivables) - Actions have been taken to collect trade receivables, including negotiations and legal proceedings[8](index=8&type=chunk) Trade Receivables Collection Progress | Item | Amount (RMB) | Status | | :--- | :--- | :--- | | Favorable Judgment Obtained | Approx. 1.87 million | Judgment obtained | | Legal Proceedings Ongoing | Approx. 4.5 million | Ongoing | | Collected (March 31, 2024 to March 31, 2025) | Approx. 14.68 million | Trade and other receivables collected | [Auditor's Review Progress](index=3&type=section&id=Auditor's%20View%20on%20Disclaimer%20of%20Opinion) - The auditor is reviewing the aforementioned measures, including requesting relevant documents and cash flow forecast information[9](index=9&type=chunk) - The auditor has not yet been able to opine on whether the measures effectively support the Group's going concern assumption[9](index=9&type=chunk) [Investor Alert and Board Members](index=3&type=section&id=Shareholders%20and%20Potential%20Investors%20Are%20Reminded%20to%20Exercise%20Caution%20When%20Dealing%20in%20the%20Company's%20Shares) The company advises shareholders and potential investors to exercise caution when trading its shares, and the announcement lists the board of directors as of the announcement date - Shareholders and potential investors are reminded to exercise caution when dealing in the company's shares[10](index=10&type=chunk) Board of Directors Composition | Category | Members | | :--- | :--- | | Executive Directors | Mr. Zhao Xinyan, Mr. Zhang Yanqiang, Mr. Gu Zhonghai | | Independent Non-executive Directors | Mr. Zhong Guanyin, Ms. Zhao Yongmei, Mr. Jing Baoli |

Financial Performance - Revenue for the six months ended 30 September 2024 was approximately HK$21,722,000, a decrease from approximately HK$48,578,000 for the same period last year, representing a decline of about 55.3%[7] - Loss attributable to owners of the Company was approximately HK$2,557,000 for the six months ended 30 September 2024, compared to a loss of approximately HK$2,367,000 for the same period last year, indicating an increase in loss of about 8%[7] - The Group's gross profit for the six months ended 30 September 2024 was approximately HK$7,041,000, down from HK$11,273,000 in the previous year[84] - Total comprehensive loss for the period was approximately HK$1,333,000, compared to a total comprehensive loss of HK$7,238,000 for the same period last year[87] - Consolidated profit before tax for the six months ended September 30, 2024, was a loss of HK$3,865,000, compared to a profit of HK$769,000 for the same period in 2023[127] Revenue Sources - Revenue from intelligent advertising and railroad media services for the six months ended September 30, 2024, amounted to approximately HK$20,943,000[28] - The Group's agricultural and forestry products revenue for the same period was approximately HK$2,000, reflecting a decline in demand due to sluggish consumer spending[29] - The supply-chain business reported no revenue for the six months ended September 30, 2024, with net vehicle sales income of approximately HK$38,000[35] - Short-term leasing of the commercial portion of the property generated revenue of approximately HK$777,000 for the six months ended September 30, 2024[41] Market Conditions - The domestic tourism market in China has shown full recovery, with travel volumes reaching approximately 85% of pre-pandemic levels in Q3 2024, totaling around 1.1 billion domestic tourist trips[13] - Analysts project a prolonged downturn in the Chinese property market that may not stabilize until late 2025, with new home sales volumes expected to fall to less than half of 2021 levels[19] - Property values are at risk of further declines of 20-25%, potentially dropping to about half of their peak prices, amidst ongoing financial distress among developers[19] - The outlook for the agricultural sector remains pessimistic due to environmental factors, economic pressures on smaller producers, and potential trade tensions, particularly with the U.S.[14] Investment and Growth Strategies - The Group is actively seeking investment opportunities in the New Energy Vehicles (NEV) industry to capitalize on the growing demand for eco-friendly transportation solutions[35] - The Group is exploring applications of its AI and Big Data platforms to diversify revenue streams and enhance investment decision-making capabilities[23] - The Group is investigating potential applications in the short video and social media sectors to uncover additional growth opportunities[24] - The Group plans to explore investment opportunities in resilient sectors to diversify and enter high-growth areas[48] Financial Position - As of September 30, 2024, the Group's cash and bank deposits amounted to approximately HK$5,929,000, a decrease of approximately 27.34% from HK$8,160,000 as of March 31, 2024[60] - The Group had net current liabilities of approximately HK$67,542,000 as of September 30, 2024, compared to HK$62,293,000 as of March 31, 2024[60] - The Group's non-current assets totaled approximately HK$80,359,000 as of 30 September 2024, an increase from HK$76,799,000 as of 31 March 2024[89] - Current liabilities amounted to approximately HK$195,152,000 as of 30 September 2024, compared to HK$191,158,000 as of 31 March 2024[89] Operational Efficiency - Administrative and other operating expenses for the same period amounted to approximately HK$10,967,000, representing a decrease of approximately 1.51% from HK$11,135,000 in the previous year[77] - Staff costs, including directors' remuneration, amounted to HK$5,820,000 for the six months ended September 30, 2024, compared to HK$14,681,000 in the same period of 2023, indicating a reduction of approximately 60.3%[133] - Unallocated corporate expenses for the six months ended September 30, 2024, were HK$1,978,000, down from HK$3,816,000 in the same period of 2023[127] Dividend Policy - The Company does not recommend the payment of an interim dividend for the six months ended 30 September 2024, consistent with the previous year where no dividend was paid[7] - No interim dividend was recommended for the six months ended September 30, 2024, consistent with the previous year where no dividend was paid[144] Asset Management - The Group's land use right in the PRC has a remaining period of 59 years, indicating a long-term asset base for future operations[148] - The carrying amount of right-of-use assets increased to HK$7,388,000 as of September 30, 2024, from HK$7,340,000 at April 1, 2024, showing a slight increase of about 0.7%[148] - Biological assets increased to HK$30,349,000 as of September 30, 2024, from HK$28,283,000 at April 1, 2024, reflecting a growth of approximately 7.3%[153] Liabilities and Contingencies - As of September 30, 2024, the Group had no material contingent liabilities[70] - The Group's gearing ratio was not applicable as of September 30, 2024[69] - The Group is closely monitoring foreign currency rates and will consider hedging significant foreign currency exposure if necessary[65]

Financial Performance - For the six months ended September 30, 2024, the revenue was approximately HKD 21,722,000, compared to HKD 48,578,000 for the same period last year, representing a decline of about 55.3%[5]. - The loss attributable to owners of the company for the six months ended September 30, 2024, was approximately HKD 2,557,000, compared to a loss of HKD 2,367,000 for the same period last year, indicating an increase in loss of about 8%[5]. - Total revenue for the six months ended September 30, 2024, was approximately HKD 21,722,000, a decrease of about 55.28% compared to HKD 48,578,000 in the same period last year[37]. - Gross profit for the period was HKD 7,041,000, down from HKD 11,273,000 year-on-year[39]. - The company recorded a pre-tax loss of HKD 3,865,000, compared to a loss of HKD 769,000 in the previous year[39]. - Total comprehensive loss for the period amounted to HKD 1,333,000, compared to HKD 7,238,000 in the same period last year[44]. - The net cash used in operating activities for the six months ended September 30, 2024, was HKD (3,180,000), compared to HKD (2,711,000) in 2023[59]. - The group reported a loss of HKD (3,527,000) for the six months ended September 30, 2024, compared to a loss of HKD (1,554,000) in 2023[64]. Revenue Sources - Revenue from smart advertising and railway media services amounted to approximately HKD 20,943,000 for the six months ending September 30, 2024[16]. - Revenue from agricultural and consumer products was approximately HKD 2,000 for the six months ending September 30, 2024[17]. - Revenue from mobile advertising media services was HKD 20,943,000, a decline of 53.9% from HKD 45,441,000 in 2023[64]. Market Conditions - The Chinese digital advertising market faced significant challenges in 2024, with economic slowdown and regulatory uncertainties impacting growth prospects[8]. - The Chinese real estate market is expected to face significant challenges in 2024, with new home sales projected to drop below half of 2021 levels, and property values may decline by 20-25%[13]. - Domestic travel in China has shown a full recovery, with travel volume reaching approximately 85% of pre-pandemic levels in Q3 2024, totaling around 1.1 billion domestic trips[9]. - The agricultural sector in China is facing increasing challenges due to environmental degradation and geopolitical pressures, with the reliance on U.S. soybean imports decreasing from 40% in 2016 to 18% in 2024[10]. - The global supply chain industry is experiencing unprecedented impacts from geopolitical instability and labor shortages, with a 15.2% increase in carbon emissions index in Q1 2024 indicating growing environmental pressures[12]. Cash and Liabilities - As of September 30, 2024, the group's cash and bank deposits were approximately HKD 5,929,000, a decrease of about 27.34% from HKD 8,160,000 on March 31, 2024[29]. - The group had net current liabilities of approximately HKD 67,542,000 as of September 30, 2024, compared to HKD 62,293,000 on March 31, 2024[29]. - Current liabilities were HKD 195,152,000, compared to HKD 191,158,000 in the previous period[47]. - The company's equity attributable to owners was HKD (18,834,000), compared to HKD (18,091,000) in the previous period[51]. - The company experienced a total capital deficit of HKD (3,559,000) as of September 30, 2024, compared to HKD (1,765,000) previously[53]. Strategic Initiatives - The company is actively exploring investment opportunities in the traditional Chinese medicine sector to tap into the mass market[17]. - The company plans to strengthen existing business lines while entering new high-growth areas to address current macroeconomic challenges[22]. - The company aims to diversify its revenue sources and enhance its resilience through strategic exploration of new business avenues[22]. - The company is leveraging its proprietary big data and AI technology platform to identify new growth opportunities in the advertising sector[14]. - The company is optimistic about the future prospects of its property despite current market conditions and is monitoring the market for favorable selling opportunities[20]. Corporate Governance - The company has applied the corporate governance code as per GEM Listing Rules during the six months ending September 30, 2024[145]. - The board consists of three executive directors and three independent non-executive directors, responsible for reviewing and implementing the company's strategies and policies[156]. - The audit committee, composed of three independent non-executive directors, regularly meets with senior management to review the effectiveness of internal control systems[158]. - The nomination committee reviews the composition of the board and proposes qualified candidates when necessary[159]. - The remuneration committee determines the remuneration policies for directors and senior management[162]. Shareholder Information - As of September 30, 2024, Zhao Xinyan holds 1,750,000 personal shares and 47,378,000 company shares, totaling 49,128,000 shares, representing 14.78% of the issued share capital[163]. - Wu Meiqi holds 33,792,000 company shares, representing 10.17% of the issued share capital[164]. - The company has a total of 47,378,000 shares held by Zansheng Limited, representing approximately 14.25% of the issued share capital[169]. - Gold City Assets Holdings Ltd. holds 33,792,000 shares, accounting for 10.17% of the issued share capital[171]. - The company did not repurchase any shares during the six months ending September 30, 2024[174].

Economic Outlook - The domestic tourism market is projected to continue its growth trajectory, with key trends including short-distance and self-driving travel, as well as rural and nature-based tourism [18]. - Demand for agricultural and forestry products has remained weak due to sluggish consumer spending amid the ongoing economic downturn [22]. - The ongoing geopolitical tensions and rising inflationary pressures are identified as significant market risk factors for 2024, potentially impacting economic growth [28]. - The economic outlook for 2024 indicates challenges due to international tensions, but China's commitment to reforms offers growth hope [52]. Financial Performance - For the year ended 31 March 2024, revenue from intelligent advertising and railroad media services was approximately HK$73,116,000, a decrease of 48.6% from HK$142,228,000 in 2023 [48]. - Revenue from the sales of agricultural, forestry, and consumer products was approximately HK$1,961,000, down 89.3% from HK$18,316,000 in 2023 [49]. - For the year ended 31 March 2024, revenue from supply-chain products was zero, compared to HK$846,000 in 2023 [51]. - The property business generated approximately HK$989,000 from short-term leasing in 2024, down from HK$1,140,000 in 2023 [52]. - As of 31 March 2024, the Group's cash and bank deposits amounted to approximately HK$8,160,000, a decrease of about 25% from HK$10,882,000 in 2023 [59]. - The Group's net current liabilities were approximately HK$62,293,000 as of 31 March 2024, compared to HK$60,840,000 in 2023 [59]. Strategic Initiatives - The Group is exploring investment opportunities in the traditional Chinese medicine industry to penetrate the mass market and unlock additional growth potential [24]. - The Group is diversifying applications of its proprietary Big Data and AI platforms to identify new growth opportunities and enhance revenue streams [47]. - The Group is exploring high-tech ventures such as blockchain and Web 3.0 projects to open new market possibilities [51]. - The Group aims to expand its car trading business by building a robust global network and forming strategic partnerships with suppliers and distributors [51]. - The Group plans to expand the application of its AI technology platform and high-speed railroad media resources to develop new business lines [52]. Risk Management - The Group is closely monitoring foreign currency exchange rate fluctuations and will consider hedging significant foreign exchange risks as necessary [65]. - The Group has implemented internal control policies to safeguard assets and manage financial risks effectively [135]. - No significant risk and control deficiencies were identified in the internal control review conducted by an independent professional firm [164]. Corporate Governance - The Group is committed to compliance with all significant laws and regulations affecting its operations, ensuring adherence to the highest standards [31]. - The Audit Committee reviewed the financial results and internal control procedures, holding six meetings during the year ended March 31, 2024 [83]. - The Group's corporate governance practices comply with the Corporate Governance Code throughout the year ended March 31, 2024, enhancing transparency in material information disclosure [71]. - The Remuneration Committee is responsible for reviewing and determining the remuneration policy for directors and senior management, ensuring it attracts and retains competent staff [83]. - The Company has adopted a board diversity policy to enhance diversity in terms of gender, age, cultural background, and professional experience [113]. Future Plans - The Group remains focused on enhancing its long-term profitability and sustainable development despite economic challenges [53]. - The Directors believe that the Group will have sufficient working capital to continue as a going concern, supported by the successful implementation of measures to improve operational cash flow and monitor operating expenses [68]. - The Group aims to achieve net-zero targets by 2040, with strategies including the provision of low-carbon products and improving energy efficiency [183]. - The Group will continue to implement plans to better manage working capital and improve its financial position in 2024-2025 [177]. Human Resources - As of March 31, 2024, the Group had approximately 100 employees, an increase from 65 employees in 2023 [92].

Corporate Governance - The board of directors includes three executive directors and three independent non-executive directors, ensuring a balanced governance structure[6]. Financial Activities - Great World Company Holdings Ltd. reported no share buybacks or sales during the fiscal year ending March 31, 2024[4]. Compliance and Reporting - The company is committed to providing accurate and complete information in accordance with GEM listing rules[6].

Financial Performance - The company's revenue for the year ended March 31, 2024, was approximately HKD 76,066,000, a decrease of about HKD 86,464,000 or 53.2% compared to HKD 162,530,000 for the year ended March 31, 2023[7]. - The loss attributable to the company's owners for the year ended March 31, 2024, was approximately HKD 9,160,000, a reduction of about HKD 49,004,000 or 84.3% from a loss of HKD 58,164,000 for the year ended March 31, 2023[7]. - The gross profit for the year ended March 31, 2024, was HKD 20,861,000, compared to HKD 13,452,000 for the previous year, indicating an increase in gross profit[8]. - The total comprehensive loss for the year ended March 31, 2024, was HKD 13,811,000, down from HKD 77,990,000 in the previous year[10]. - The company reported a basic and diluted loss per share of HKD 2.77 for the year ended March 31, 2024, compared to HKD 17.61 for the previous year[8]. - The company incurred a loss of HKD (9,240,000) before tax in 2024, a significant improvement from a loss of HKD (69,461,000) in 2023[43]. - The reported segment loss for 2024 was HKD (7,034,000), significantly improved from a loss of HKD (55,573,000) in 2023[38]. - The group reported a net loss of approximately HKD 8,186,000 and a net cash outflow from operations of HKD 669,000 for the year ended March 31, 2024[84]. Revenue and Income Sources - The group generated total revenue of HKD 76,066,000 for the year 2024, a decrease of 53.3% compared to HKD 162,530,000 in 2023[26]. - The group’s revenue from mobile advertising media services was HKD 73,116,000 in 2024, down 48.6% from HKD 142,228,000 in 2023[26]. - Revenue from agricultural and consumer products was approximately HKD 1,961,000 for the fiscal year ending March 31, 2024, down 89.3% from HKD 18,316,000 in 2023[66]. - The supply chain business reported zero revenue for the fiscal year ending March 31, 2024, compared to HKD 846,000 in 2023, indicating a significant decline[68]. - The group reported other income of HKD 1,422,000 for 2024, compared to HKD 378,000 in 2023, with government subsidies related to COVID-19 accounting for HKD 360,000 in the previous year[28]. Expenses and Cost Management - The administrative and other operating expenses decreased to HKD 19,402,000 from HKD 46,198,000 year-on-year[8]. - Employee costs, including director remuneration, amounted to HKD 10,120,000 in 2024, down from HKD 15,344,000 in 2023, a decrease of approximately 34%[43]. - Administrative and other operating expenses decreased from approximately HKD 46,198,000 to about HKD 19,402,000, a reduction of approximately 58% due to decreased R&D spending on programmatic advertising and content operations systems[58]. - The group’s management is closely monitoring administrative and capital expenditures to control costs[25]. Assets and Liabilities - Non-current assets decreased from HKD 83,993 thousand in 2023 to HKD 76,799 thousand in 2024, a decline of approximately 8.5%[12]. - Current assets decreased from HKD 145,928 thousand in 2023 to HKD 128,865 thousand in 2024, a decline of about 11.7%[12]. - Total liabilities decreased from HKD 206,768 thousand in 2023 to HKD 191,158 thousand in 2024, a reduction of approximately 7.6%[12]. - The company's total assets as of March 31, 2024, were HKD 205,664 thousand, down from HKD 229,921 thousand in 2023, a decrease of approximately 10.5%[12]. - The company's equity attributable to owners increased from HKD 13,245 thousand in 2023 to HKD 18,091 thousand in 2024, an increase of about 36.5%[13]. - The accounts receivable as of March 31, 2024, amounted to HKD 37,132,000, down from HKD 49,627,000 in the previous year[55]. - The accounts payable as of March 31, 2024, totaled HKD 40,740,000, a slight decrease from HKD 43,958,000 in the previous year[56]. Cash Flow and Financing - The company is focusing on improving operational cash flow and monitoring operating expenses closely to enhance business performance[60]. - The group is implementing measures to manage cash flow needs and improve financial conditions, including negotiating with creditors to extend repayment dates[25]. - The group has obtained agreement from relevant lenders not to demand immediate repayment of outstanding amounts and is seeking alternative debt and/or equity financing[25]. - As of March 31, 2024, the group's cash and bank deposits were approximately HKD 8,160,000, representing a decrease of about 25% from HKD 10,882,000 as of March 31, 2023[70]. - The group recorded current liabilities of approximately HKD 188,418,000 and cash and cash equivalents of approximately HKD 8,160,000[21]. Going Concern and Audit Opinion - The independent auditor's report issued on June 27, 2024, expressed a "disclaimer of opinion" regarding the company's ability to continue as a going concern, prompting the board to implement measures to improve liquidity and financial conditions[59]. - There is significant uncertainty regarding the group's ability to continue as a going concern, which may impact its future cash flows[87]. - The independent auditor's report indicates that sufficient appropriate audit evidence could not be obtained to support the financial statements[83]. - The financial statements were prepared on a going concern basis, contingent on the effectiveness of the board's measures[86]. - The audit committee has reviewed the auditor's disclaimer of opinion and agrees with management's actions to address the concerns raised[61]. Strategic Initiatives and Future Outlook - The board is considering alternative financing arrangements to enhance the company's capitalization and support ongoing growth[60]. - The company is actively exploring investment opportunities in the traditional Chinese medicine sector to penetrate the mass market and unlock additional growth potential[66]. - The company aims to diversify its revenue sources by expanding into vertical markets and leveraging synergies across its business segments[63]. - The group is actively seeking opportunities to sell its property due to unfavorable market conditions, while remaining optimistic about its future prospects[69]. - The group is exploring high-tech investment opportunities, including blockchain and Web3.0 projects, to provide innovative solutions and open new market possibilities[67].

[Report Summary](index=1&type=section&id=Summary) The company achieved profitability in the three months ended December 31, 2023, significantly narrowing its nine-month loss despite a revenue decline Key Financial Summary (HK$ thousand) | Metric | 3 Months Ended Dec 31, 2023 | 3 Months Ended Dec 31, 2022 | 9 Months Ended Dec 31, 2023 | 9 Months Ended Dec 31, 2022 | | :--- | :--- | :--- | :--- | :--- | | Revenue | 23,363 | 30,667 | 71,941 | 137,039 | | Profit/(Loss) attributable to owners of the Company | 2,292 (Profit) | (17,447) (Loss) | (75) (Loss) | (30,974) (Loss) | - For the three months ended December 31, 2023, profit attributable to owners of the Company turned from a **loss of HK$17,447 thousand** in the prior year to a **profit of HK$2,292 thousand**[3](index=3&type=chunk) - For the nine months ended December 31, 2023, loss attributable to owners of the Company significantly narrowed from a **loss of HK$30,974 thousand** in the prior year to a **loss of HK$75 thousand**[3](index=3&type=chunk) - The Board does not recommend the payment of a quarterly dividend for the nine months ended December 31, 2023[3](index=3&type=chunk) [Financial Results](index=2&type=section&id=Results) This section provides a detailed overview of the Group's financial performance and position, including income, balance sheet, and comprehensive income statements [Condensed Consolidated Statement of Profit or Loss](index=2&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss) The Group achieved profitability for the three months ended December 31, 2023, reversing the prior year's loss, while nine-month cumulative revenue declined and losses significantly narrowed Key Data from Condensed Consolidated Statement of Profit or Loss (HK$ thousand) | Metric | 3 Months Ended Dec 31, 2023 | 3 Months Ended Dec 31, 2022 | 9 Months Ended Dec 31, 2023 | 9 Months Ended Dec 31, 2022 | | :--- | :--- | :--- | :--- | :--- | | Revenue | 23,363 | 30,667 | 71,941 | 137,039 | | Cost of sales | (15,126) | (27,905) | (52,431) | (126,168) | | Gross profit | 8,237 | 2,762 | 19,510 | 10,871 | | Profit/(Loss) before tax | 3,730 | (13,444) | 2,961 | (24,116) | | Profit/(Loss) for the period | 3,749 | (13,422) | 3,287 | (24,073) | | Profit/(Loss) attributable to owners of the Company | 2,292 | (17,447) | (75) | (30,974) | - For the three months ended December 31, 2023, gross profit increased by **198.2%** year-on-year to **HK$8,237 thousand**, primarily due to a significant decrease in cost of sales[4](index=4&type=chunk) - For the nine months ended December 31, 2023, gross profit increased by **79.5%** year-on-year to **HK$19,510 thousand**, demonstrating effective cost of sales control despite a revenue decline[4](index=4&type=chunk) [Condensed Consolidated Statement of Financial Position](index=3&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of December 31, 2023, the Group's total assets and liabilities decreased, net assets slightly increased, and net current liabilities remained high Key Data from Condensed Consolidated Statement of Financial Position (HK$ thousand) | Metric | Dec 31, 2023 (Unaudited) | Mar 31, 2023 (Audited) | Change | | :--- | :--- | :--- | :--- | | Non-current assets | 86,272 | 83,993 | Increase 2,279 | | Current assets | 138,860 | 145,928 | Decrease 7,068 | | Current liabilities | (200,234) | (206,768) | Decrease 6,534 | | Net current liabilities | (61,374) | (60,840) | Increase 534 (Increase in liabilities) | | Non-current liabilities | (20,884) | (19,679) | Increase 1,205 (Increase in liabilities) | | Net assets | 4,014 | 3,474 | Increase 540 | | Equity attributable to owners of the Company | (15,612) | (13,245) | Decrease 2,367 (Decrease in equity) | | Non-controlling interests | 19,626 | 16,719 | Increase 2,907 | | Total equity | 4,014 | 3,474 | Increase 540 | - As of December 31, 2023, cash and bank balances were **HK$6,114 thousand**, a decrease from **HK$10,882 thousand** as of March 31, 2023[5](index=5&type=chunk) - Biological assets (non-current and current) totaled **HK$32,987 thousand**, an increase from **HK$28,934 thousand** as of March 31, 2023, reflecting growth in this asset category[5](index=5&type=chunk) [Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=4&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) The Group achieved comprehensive profit for the three months ended December 31, 2023, driven by profit for the period and positive exchange differences, though the nine-month cumulative result remained a comprehensive loss Key Data from Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (HK$ thousand) | Metric | 3 Months Ended Dec 31, 2023 | 3 Months Ended Dec 31, 2022 | 9 Months Ended Dec 31, 2023 | 9 Months Ended Dec 31, 2022 | | :--- | :--- | :--- | :--- | :--- | | Profit/(Loss) for the period | 3,749 | (13,422) | 3,287 | (24,073) | | Exchange differences arising from translation of overseas operations | 2,502 | 3,470 | (4,274) | (12,547) | | Total comprehensive profit/(loss) for the period | 6,251 | (9,952) | (987) | (36,620) | | Total comprehensive profit/(loss) attributable to owners of the Company | 4,491 | (6,163) | (3,894) | (22,400) | - For the three months ended December 31, 2023, total comprehensive profit attributable to owners of the Company was **HK$4,491 thousand**, a significant improvement from a **loss of HK$6,163 thousand** in the prior year period[6](index=6&type=chunk) - For the nine months ended December 31, 2023, total comprehensive loss attributable to owners of the Company significantly narrowed to **HK$3,894 thousand** from a **loss of HK$22,400 thousand** in the prior year period[6](index=6&type=chunk) [Changes in Reserves and Non-controlling Interests](index=5&type=section&id=Changes%20in%20Reserves%20and%20Non-controlling%20Interests) As of December 31, 2023, total reserves attributable to owners of the Company were negative, but non-controlling interests increased, leading to a slight growth in total equity Changes in Reserves and Non-controlling Interests Attributable to Owners of the Company (HK$ thousand) | Metric | Apr 1, 2023 (Audited) | Dec 31, 2023 (Unaudited) | Change | | :--- | :--- | :--- | :--- | | Total reserves attributable to owners of the Company | (46,272) | (48,839) | Decrease 2,567 | | Non-controlling interests | 16,719 | 19,626 | Increase 2,907 | | Total | (29,553) | (29,213) | Increase 340 | - As of December 31, 2023, accumulated losses slightly increased from **HK$335,535 thousand** as of April 1, 2023, to **HK$335,610 thousand**[8](index=8&type=chunk) - Total comprehensive loss for the period had a negative impact of **HK$3,894 thousand** on reserves attributable to owners of the Company[8](index=8&type=chunk) [Segment Performance Analysis](index=6&type=section&id=Segment%20Revenue%2C%20Profit%2F(Loss)%20and%20Other%20Selected%20Financial%20Information) This section details the revenue and profit contributions from the Group's various business segments, highlighting their individual performance over the reporting periods Segment Revenue and Profit/(Loss) for the 3 Months Ended Dec 31, 2023 (HK$ thousand) | Segment | Revenue | Total reportable segment profit/(loss) | | :--- | :--- | :--- | | Smart Advertising and Railway Media Business | 18,005 | 3,244 | | Agricultural and Forestry Products and Consumer Goods Business | 34 | 683 | | Property Investment | 5,081 | 329 | | Supply Chain Services | 243 | (60) | | **Total** | **23,363** | **4,446** | Segment Revenue and Profit/(Loss) for the 9 Months Ended Dec 31, 2023 (HK$ thousand) | Segment | Revenue | Total reportable segment profit/(loss) | | :--- | :--- | :--- | | Smart Advertising and Railway Media Business | 63,446 | 4,548 | | Agricultural and Forestry Products and Consumer Goods Business | 134 | 1,625 | | Property Investment | 7,587 | 2,130 | | Supply Chain Services | 774 | 54 | | **Total** | **71,941** | **8,357** | - The Smart Advertising and Railway Media Business is the Group's primary revenue source, contributing **HK$63,446 thousand** in revenue and **HK$4,548 thousand** in reportable segment profit for the nine months ended December 31, 2023[10](index=10&type=chunk) - The Property Investment segment contributed **HK$7,587 thousand** in revenue and **HK$2,130 thousand** in reportable segment profit over the nine months, demonstrating stable profitability[10](index=10&type=chunk) - The Supply Chain Services segment recorded a **loss of HK$60 thousand** for the three months ended December 31, 2023, but achieved a **profit of HK$54 thousand** over the nine months[10](index=10&type=chunk) [Corporate Governance](index=7&type=section&id=Corporate%20Governance) This section outlines the composition and responsibilities of the Audit Committee and the Board of Directors, ensuring robust oversight and ethical conduct [Audit Committee](index=7&type=section&id=Audit%20Committee) The Audit Committee, comprising three independent non-executive directors, is responsible for regularly reviewing the Group's internal control systems and financial reporting - The Audit Committee members include three independent non-executive directors: Mr. Zhong Junyin (Chairman), Ms. Zhao Yongmei, and Mr. Jing Baoli[12](index=12&type=chunk) - The Committee regularly meets with the Group's senior management to review the effectiveness of the Group's internal control systems and its quarterly, interim, and annual reports[12](index=12&type=chunk) [Board Composition](index=7&type=section&id=By%20Order%20of%20the%20Board) The Board of Directors comprises six directors, including three executive directors and three independent non-executive directors - The Board of Directors consists of three executive directors (Mr. Zhang Yanqiang, Mr. Gu Zhonghai, and Mr. Zhao Xinyan) and three independent non-executive directors (Mr. Zhong Junyin, Mr. Zhao Yongmei, and Mr. Jing Baoli)[13](index=13&type=chunk) - Mr. Zhao Xinyan serves as the Chairman of the Board[13](index=13&type=chunk)