[Financial Performance](index=2&type=section&id=Financial%20Performance) [Consolidated Financial Statements](index=2&type=section&id=Consolidated%20Financial%20Statements) The company achieved HKD 111 million revenue in FY2025, up 129%, narrowing its annual loss to HKD 16.04 million, with total assets at HKD 118 million and net assets stable at HKD 95.56 million [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=2&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the year ended March 31, 2025, group revenue increased by 129% to HKD 110.6 million, with annual loss narrowing from HKD 21.31 million to HKD 16.04 million, and loss attributable to owners of the Company at HKD 12.42 million, with basic loss per share improving to 3.55 HK cents from 6.61 HK cents Consolidated Statement of Profit or Loss and Other Comprehensive Income | Metric | 2025 (HKD '000) | 2024 (HKD '000) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Revenue | 110,622 | 48,251 | +129.2% | | Loss before tax | (16,035) | (21,096) | -24.0% | | Loss for the year | (16,035) | (21,312) | -24.8% | | Loss attributable to owners of the Company | (12,421) | (19,438) | -36.1% | | Basic loss per share (HK cents) | (3.55) | (6.61) | -46.3% | [Consolidated Statement of Financial Position](index=3&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, the Group's total assets were HKD 118 million, slightly down from HKD 122 million last year, with net assets stable at HKD 95.56 million compared to HKD 97.66 million, and net current assets slightly decreased from HKD 71.52 million to HKD 68.46 million, notably with all related party loans fully repaid Consolidated Statement of Financial Position | Metric | As at March 31, 2025 (HKD '000) | As at March 31, 2024 (HKD '000) | | :--- | :--- | :--- | | Non-current assets | 31,484 | 31,300 | | Current assets | 86,489 | 91,176 | | **Total assets** | **117,973** | **122,476** | | Current liabilities | 18,026 | 19,660 | | Non-current liabilities | 4,390 | 5,160 | | **Total liabilities** | **22,416** | **24,820** | | **Net assets** | **95,557** | **97,656** | | Equity attributable to owners of the Company | 57,041 | 40,054 | - As of March 31, 2025, the Group had **no outstanding borrowings**, compared to **HKD 9.8 million** from a related party in the prior year[7](index=7&type=chunk)[56](index=56&type=chunk) [Notes to the Financial Statements](index=5&type=section&id=Notes%20to%20the%20Financial%20Statements) The notes detail the company's business segments, revenue sources, segment performance, and share capital changes, highlighting the Mining and Metals Business and Software Business as main operations, with the former's revenue significantly increasing but segment loss widening, while the new Software Business contributed HKD 3.06 million in revenue and HKD 0.34 million in profit, and the company undertook equity financing activities without declaring dividends [1. General Information and Principal Activities](index=5&type=section&id=1.%20General%20Information) Times Strategic Holdings Limited is a public company incorporated in Hong Kong and listed on GEM, primarily engaged in (i) mining and metals business (exploration, development, mining, gold processing, and trading) and (ii) software business (providing integrated IT solutions) - The Group's principal activities are divided into two main segments: **Mining and Metals Business** and **Software Business**[10](index=10&type=chunk) [4. Revenue and Segment Information](index=6&type=section&id=4.%20Revenue%20and%20Segment%20Information) Total revenue for FY2025 was HKD 110.6 million, with Mining and Metals Business contributing HKD 107.6 million and the new Software Business contributing HKD 3.06 million; geographically, Hong Kong revenue was HKD 107.6 million and Mainland China was HKD 3.06 million, while mining segment loss expanded from HKD 3.21 million to HKD 6.45 million despite revenue growth, and software business achieved HKD 0.34 million segment profit Segment Revenue and Results (For the year ended March 31, 2025) | Segment | Revenue (HKD '000) | (Loss)/Profit (HKD '000) | | :--- | :--- | :--- | | Mining and Metals Business | 107,567 | (6,449) | | Software Business | 3,055 | 343 | Segment Revenue and Results (For the year ended March 31, 2024) | Segment | Revenue (HKD '000) | Loss (HKD '000) | | :--- | :--- | :--- | | Mining and Metals Business | 48,251 | (3,206) | | Software Business | – | – | Revenue from External Customers by Geographical Location | Region | 2025 (HKD '000) | 2024 (HKD '000) | | :--- | :--- | :--- | | Hong Kong | 107,567 | 48,251 | | Mainland China | 3,055 | – | - Customer A1 was a major client, contributing **HKD 78.43 million** in revenue, accounting for approximately **71%** of total revenue[25](index=25&type=chunk) [12. Share Capital](index=13&type=section&id=12.%20Share%20Capital) During the year, the company undertook several share capital operations, including a 10-to-1 share consolidation in January 2024, a placement of 56 million new shares at HKD 0.173 per share in March 2024, and a 2-for-1 rights issue completed in March 2025, issuing approximately 169 million shares at HKD 0.178 per share to fund business development and operations - On January 2, 2024, the company completed a **10-to-1 share consolidation**[35](index=35&type=chunk) - In March 2024, the company placed **56,000,000 ordinary shares** at **HKD 0.173 per share**, raising net proceeds of approximately **HKD 9.31 million**[36](index=36&type=chunk) - On March 31, 2025, the company completed a **2-for-1 rights issue**, issuing approximately **169 million shares** at **HKD 0.178 per share**, raising a total of approximately **HKD 30 million**[35](index=35&type=chunk) [13. Dividends](index=14&type=section&id=13.%20Dividends) The company neither paid nor declared any dividends during the current financial year, consistent with the previous financial year - The company neither paid nor declared any dividends during the year (2024: nil)[37](index=37&type=chunk) [Management Discussion and Analysis](index=15&type=section&id=Management%20Discussion%20and%20Analysis) [Business Review and Prospects](index=15&type=section&id=Business%20Review%20and%20Prospects) The Group's two core businesses show divergent trends: Mining and Metals saw increased gold processing trade but expanded segment loss due to deteriorating margins, while the Baishiquan copper-nickel mine project made key progress with mining expected to commence in late 2027; the new Software Business, through a joint venture, began generating revenue and profit, with positive outlook for China's software industry, while the company ceased nano-bubble innovation and divested its CGA Holdings stake [Mining and Metals Business](index=15&type=section&id=Mining%20and%20Metals%20Business) This segment includes copper-nickel mine exploration and development in Mainland China and gold processing trade in Hong Kong; during the year, gold product transactions increased to 4,478 ounces, contributing HKD 107.6 million in revenue, but gross profit significantly declined due to intense competition and unfavorable gold prices, while the core Baishiquan copper-nickel mine Phase II development plan was approved, mining permits renewed, and a feasibility study initiated, with mining expected to commence in late 2027 - During the year, **4,478 ounces** of processed gold products were traded, generating **HKD 107.6 million** in revenue, but gross profit decreased to **HKD 0.196 million** (2024: HKD 1.26 million), primarily due to intense competition and unfavorable gold price trends[39](index=39&type=chunk) - The development plan for Baishiquan Copper-Nickel Mine Phase II mining area was approved, and mining permits were renewed; the feasibility study is expected to be completed by **October 2025**, with mining operations projected to commence in **late 2027**[38](index=38&type=chunk)[41](index=41&type=chunk) Baishiquan Copper-Nickel Mine Phase II Mining Area Resource Estimation | Resource Category | Tonnes ('000 tonnes) | Average Grade (Nickel %) | Average Grade (Copper %) | | :--- | :--- | :--- | :--- | | Controlled | 3,962 | 0.55 | 0.36 | | Inferred | 3,116 | 0.60 | 0.32 | [Software Business](index=18&type=section&id=Software%20Business) As a new segment, the Software Business first contributed HKD 3.06 million in revenue and HKD 0.34 million in profit this fiscal year; the Group provides integrated software and hardware solutions in Hong Kong and Mainland China through a joint venture with an independent third party, is applying for 'Dual Software Certification' for its Chinese subsidiary to enjoy tax incentives, and plans to invest more resources to expand its customer base and revenue streams, with a positive outlook on the growth prospects of China's software industry - The Software Business achieved segment revenue of approximately **HKD 3.055 million** and segment profit of approximately **HKD 0.343 million** in the current fiscal year[47](index=47&type=chunk) - The Group established a joint venture with a partner and is applying for 'Dual Software Certification' for its Chinese subsidiary to obtain tax and policy incentives[47](index=47&type=chunk) - Looking ahead, the Group will allocate more resources to the joint venture to further expand its customer base and revenue streams[48](index=48&type=chunk) [Other Investments](index=19&type=section&id=Other%20Investments) The company adjusted its investment portfolio during the year; after the termination of CGA Holdings' listing proposal, the company increased its stake to 29.97% and subsequently sold all shares for HKD 0.15 million cash, recording an equivalent gain, while its equity interest in Trip Guru Holdings Limited incurred a fair value change loss of HKD 0.577 million due to slower growth in travel booking services - The **29.97% equity interest** in CGA Holdings was sold for a cash consideration of **HKD 0.15 million**, resulting in a gain of **HKD 0.15 million**[51](index=51&type=chunk) - The equity interest in Trip Guru Holdings Limited recorded a fair value change loss of **HKD 0.577 million** due to slower growth in travel booking services[52](index=52&type=chunk) [Financial Review](index=19&type=section&id=Financial%20Review) The Group's total turnover increased by 129% to HKD 110.6 million, with loss for the year narrowing to HKD 16.04 million; Mining and Metals segment loss increased due to declining gross margins, but the new Software Business contributed profit; the Group maintained operations through internal cash and equity financing, with no outstanding borrowings and a 0% gearing ratio at year-end, raising approximately HKD 9.3 million and HKD 29.1 million net from share placement and rights issue respectively, used for debt repayment, business development, and working capital Financial Performance Overview | Metric | 2025 (HKD '000) | 2024 (HKD '000) | | :--- | :--- | :--- | | Total turnover | 110,622 | 48,251 | | Loss for the year | (16,035) | (21,312) | | Loss attributable to owners of the Company | (12,421) | (19,438) | - Mining and Metals Business segment loss increased by **101%** to **HKD 6.45 million**, primarily due to declining gross margins in gold processing trade and increased operating expenses[54](index=54&type=chunk) [Liquidity and Financial Resources](index=20&type=section&id=Liquidity%20and%20Financial%20Resources) As of March 31, 2025, the Group held cash and time deposits totaling HKD 73.05 million, with net current assets of HKD 68.46 million; the current ratio improved to 4.80 from 4.64 last year, and at year-end, the Group had no outstanding borrowings, with funding primarily from internally generated cash and equity financing Liquidity and Financial Resources | Metric | As at March 31, 2025 | As at March 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | 40,946 HKD '000 | 50,278 HKD '000 | | Time deposits (>3 months) | 32,106 HKD '000 | 32,340 HKD '000 | | **Total cash and deposits** | **73,052 HKD '000** | **82,618 HKD '000** | | Net current assets | 68,463 HKD '000 | 71,516 HKD '000 | | Current ratio | 4.80 | 4.64 | | Outstanding borrowings | 0 | 9,800 HKD '000 | [Capital Raising Activities](index=20&type=section&id=Capital%20Raising%20Activities) During the year, the company undertook two main financing activities: a share placement completed in March 2024, raising approximately HKD 9.3 million net, fully used for debt repayment and operating expenses, and a rights issue proposed in February 2025 and completed in April, raising approximately HKD 29.1 million net, planned for developing gold trading, software business, and general working capital - A share placement completed in March 2024 raised net proceeds of approximately **HKD 9.31 million**, fully utilized by March 31, 2025, for **debt repayment (HKD 3 million)** and **operating expenses (HKD 6.31 million)**[59](index=59&type=chunk) - A rights issue completed in April 2025 raised net proceeds of approximately **HKD 29.1 million**, intended for developing **gold processing and trading business (HKD 10 million)**, **software business (HKD 10 million)**, and **general working capital (HKD 9.1 million)**[60](index=60&type=chunk) [Other Information](index=22&type=section&id=Other%20Information) As of March 31, 2025, the Group had capital commitments of approximately HKD 2.02 million for the Baishiquan copper-nickel mine development, with a 0% gearing ratio due to no outstanding borrowings; the Group had 24 employees and no significant industrial accidents during the year, no assets pledged, no orders on hand, and no recent major investment plans, with management deeming exchange rate risk insignificant - As of March 31, 2025, capital commitments related to the Baishiquan copper-nickel mine development amounted to approximately **HKD 2.023 million**[62](index=62&type=chunk) - The gearing ratio was **0%**, as the Group had no outstanding borrowings (2024: **24.47%**)[63](index=63&type=chunk) - The Group had a total of **24 employees** at year-end (2024: 25 employees)[64](index=64&type=chunk) - Aside from disclosed investments, the Group had no significant investments, acquisitions, or disposals during the year, nor any major investment plans in the near future[67](index=67&type=chunk)[68](index=68&type=chunk) [Corporate Governance and Other Disclosures](index=23&type=section&id=Corporate%20Governance%20and%20Other%20Disclosures) The Group's auditor, ZHONGZHENG TIANHENG CPA Limited, confirmed consistency between the financial figures in the preliminary announcement and the annual consolidated financial statements; the Audit Committee, comprising three independent non-executive directors, reviewed the audited financial results for the year; the company consistently complied with the GEM Listing Rules' Corporate Governance Code during the reporting period, with details to be provided in the annual report - The Group's auditor confirmed the consistency of financial figures in the preliminary announcement with the annual consolidated financial statements[72](index=72&type=chunk) - The Audit Committee, comprising **three independent non-executive directors**, reviewed the annual financial results[73](index=73&type=chunk) - The company consistently complied with all provisions of the Corporate Governance Code for the year ended March 31, 2025[75](index=75&type=chunk)

Financial Performance - For the six months ended September 30, 2024, the company reported revenue of HKD 49,113, compared to HKD 48,993 in the same period last year, reflecting a slight increase [4]. - The company incurred a loss before tax of HKD 5,477, compared to a loss of HKD 4,154 in the previous year, indicating a deterioration in financial performance [4]. - The total comprehensive loss for the period was HKD 3,522, significantly improved from HKD 9,108 in the prior year, showing a reduction in overall losses [4]. - Basic and diluted loss per share was HKD (1.25), slightly better than HKD (1.29) in the previous year, indicating a marginal improvement in per-share performance [4]. - Total revenue for the six months ended September 30, 2024, was HKD 117,870,000, a decrease of 4,063,000 compared to the previous period [6]. - The group reported a total of HKD 1,531,000 in other income and gains for the six months ended September 30, 2024, compared to HKD 1,963,000 in the previous year [17]. - The group reported a financing cost of HKD 131,000 for the six months ended September 30, 2024 [14]. - The group recorded a loss of approximately HKD 5,345,000 for the period, which is a 32% increase compared to the restated loss of HKD 4,063,000 for the same period last year [55]. Assets and Liabilities - Non-current assets totaled HKD 33,210 as of September 30, 2024, up from HKD 31,300 as of March 31, 2024, suggesting growth in long-term asset investments [5]. - Current assets increased to HKD 67,884 from HKD 91,176, indicating a decrease in liquidity over the period [5]. - Total assets as of September 30, 2024, amounted to HKD 101,094,000, a decrease from HKD 122,476,000 as of March 31, 2024 [16]. - Total equity decreased to HKD 78,368 from HKD 97,656, indicating a decline in the company's net worth [5]. - The total liabilities for the group as of September 30, 2024, were HKD 22,726,000, down from HKD 24,820,000 [16]. - The group’s debt-to-asset ratio as of September 30, 2024, was approximately 9.03%, down from 24.47% on March 31, 2024 [60]. Cash Flow - The net cash flow from operating activities was HKD 47,592,000, with a net cash outflow of HKD 1,342,000 [7]. - Cash and cash equivalents at the end of the period increased to HKD 59,748,000 from HKD 79,998,000 in the previous year [7]. - The group’s cash and cash equivalents as of September 30, 2024, amounted to approximately HKD 59,748,000, down from HKD 82,618,000 as of March 31, 2024 [56]. - The net cash inflow from investing activities was HKD 32,921,000, compared to HKD 11,409,000 in the previous year [7]. - Financing activities resulted in a net cash outflow of HKD 22,628,000, compared to HKD 14,252,000 in the previous year [7]. Operational Highlights - The company is engaged in mining and metal trading, as well as research and development of biological and nanomaterials [8]. - The company completed the sale of 81 kilograms of gold during the period, generating a gross profit of approximately HKD 120,000 [44]. - The company expects to obtain a renewed mining license by the end of 2024, with plans to start construction of the mine in the second half of 2025 [45]. - The company has completed two open-pit drill holes with a total depth of approximately 987 meters at the Baishiquan copper-nickel mine [46]. - The company anticipates that the demand for electric vehicles will boost global nickel prices in the future [44]. Employee and Management Expenses - Employee benefit expenses, including directors and senior management remuneration, increased to 4,483,000 HKD from 3,321,000 HKD year-on-year [20]. - The company’s management compensation for the six months ended September 30, 2024, totaled HKD 784,000, compared to HKD 692,000 in 2023 [42]. - The company paid HKD 437,000 in rent and office expenses to related parties for the six months ended September 30, 2024, a decrease from HKD 453,000 in 2023 [41]. Shareholder Information - The group has issued a total of 337,288,180 shares, with a total equity of HKD 915,382,000 as of both March 31, 2024, and September 30, 2024 [33]. - The company approved a share consolidation of every 10 existing shares into 1 share, effective January 2, 2024 [39]. - The maximum number of stock options available under the 2023 Stock Option Plan is 281,288,180 shares, which will be adjusted to 28,128,818 shares after the share consolidation [71]. - Starmax Holdings Limited holds 67,807,440 shares, representing 20.10% of the issued share capital [67]. - Zhang Ming owns 24,624,909 shares, accounting for 7.30% of the issued share capital [67]. Corporate Governance - The company has adhered to the GEM Listing Rules Appendix C1 on corporate governance, except for Rule C.2.1, which requires the separation of the roles of Chairman and CEO [73]. - The Audit Committee is responsible for reviewing and monitoring the financial reporting process, internal controls, and risk management systems [76]. - The Audit Committee consists of three independent non-executive directors, who have reviewed the interim report, including the unaudited consolidated financial statements for the six months ending September 30, 2024 [77].

Financial Performance - The company recorded total revenue of approximately HKD 48,251,000 for the fiscal year ending March 31, 2024, a 300-fold increase from HKD 160,000 in the previous fiscal year, primarily due to the sale of 94 kilograms of gold in the metal trading business[52]. - Other income and gains for the year were approximately HKD 3,694,000, down from HKD 4,670,000 in the previous year, mainly consisting of interest and rental income[52]. - The company incurred a loss of approximately HKD 21,312,000 for the year, compared to a restated loss of HKD 9,785,000 in the previous fiscal year[52]. - The mining and metals business generated revenue of HKD 48,251,000, while the software and innovation business did not generate any revenue, down from HKD 160,000 in the previous year[52]. - The loss from the mining and metals segment was approximately HKD 3,206,000, a 36% reduction from HKD 5,015,000 in the previous year, attributed to a gross profit of HKD 1,260,000 from metal trading[52]. - The company reported a pre-tax loss of HKD 21,096,000 for the year[192]. - Revenue from gold sales reached HKD 48,251 thousand in 2024, compared to HKD 160 thousand in 2023, indicating a substantial increase[200]. Assets and Liabilities - As of March 31, 2024, the group's cash and cash equivalents amounted to approximately HKD 82,618,000, a decrease from HKD 90,885,000 in 2023[27]. - The group's current assets net value was HKD 71,516,000 as of March 31, 2024, down from HKD 90,466,000 in 2023[27]. - The current ratio as of March 31, 2024, was 4.64, compared to 5.05 in 2023[28]. - The group had outstanding borrowings of approximately HKD 9,800,000 as of March 31, 2024, an increase from HKD 9,003,000 in 2023[29]. - The group has no mortgaged assets as of the report date[11]. - The group's debt-to-equity ratio as of March 31, 2024, was approximately 24.47%, up from 17.65% in 2023, based on total borrowings of approximately HKD 9,800,000 and equity attributable to owners of approximately HKD 40,054,000[56]. - As of March 31, 2024, the carrying value of exploration and evaluation assets was approximately HKD 13,713,000, down from HKD 13,932,000 in 2023[189]. - The company’s financial assets amounted to HKD 1,926,000, a decrease from HKD 15,893,000 in 2023[190]. - The total assets of the reportable segments were HKD 122,476,000 for mining and metal business and HKD 146,873,000 for software and innovation business[194]. Investments and Acquisitions - There were no significant investments, acquisitions, or disposals during the year ending March 31, 2024[13]. - The company has no major investment plans recently[14]. - The company holds a 1.25% stake in Trip Guru Holdings Limited, which generated a fair value gain of HKD 853,000 during the year, up from HKD 782,000 in the previous year[50]. - The company holds a 41.45% stake in Nano Bubble Limited, up from 36.04% in 2023, focusing on the development of sanitation and disinfection products using nano-ozone technology[163]. - The company acquired additional equity in Nano Bubble for a cash consideration of HKD 195,000[177]. - The company is actively negotiating with potential buyers to divest its investment in CGA Holdings due to a complex market environment[165]. Corporate Governance - The audit committee has reviewed the accounts audited by Guowei CPA for the year ending March 31, 2024, and has recommended the reappointment of Guowei CPA as the company's auditor[87]. - The remuneration committee held one meeting during the year ending March 31, 2024, to review and recommend the share option plan for directors and employees, and to assess the performance of executive directors[100]. - The company adopted a board diversity policy in January 2019, emphasizing the importance of diversity in achieving strategic goals and sustainable development[97]. - The nomination committee is responsible for identifying and recommending qualified candidates for board appointments, ensuring a balanced skill set and diverse perspectives[89]. - The company has established a mechanism to ensure compliance with insider information regulations, regularly reminding directors and employees of their obligations[104]. - The remuneration committee's share option grants do not have performance targets, as the recipients are directly contributing to the group's performance and business development[102]. - The nomination committee evaluates candidates based on their expected contributions and the ability to devote sufficient time and energy to the company's affairs[109]. - The board's composition is reviewed annually from a diversity perspective, monitoring the implementation of the diversity policy[113]. - The company ensures that all disclosure responsibilities related to appointments or re-elections comply with GEM listing rules[106]. - The nomination committee assesses whether retiring directors continue to meet the selection criteria outlined in the nomination policy[107]. - The remuneration committee was established in March 2006 to develop transparent procedures for setting employee compensation and benefits[116]. Operational Insights - The group had no orders on hand as of March 31, 2024[12]. - The company completed a share placement on March 19, 2024, raising net proceeds of approximately HKD 9,300,000, with a net price per share of HKD 0.166[31]. - The company confirmed a one-year lease order for hydroponic machines, which are used for disinfection and sterilization[163]. - The company has allocated approximately HKD 567,000 for drilling work, completing about 1,030 meters of drilling during the year[155]. - The company anticipates that the second phase of mining operations could commence in the second half of 2026, subject to feasibility study approvals[158]. - The company is focusing on the development of its metal-related business and seeking opportunities to enhance shareholder value[152]. - The company has engaged professionals for additional exploration work at the Baishiquan copper-nickel mine to identify additional resources[150]. - The group plans to expand the production scale of the Baishiquan copper-nickel mine upon the renewal of its mining license in December 2024, aiming for lower average unit costs[130]. - The latest resource estimate for the Baishiquan copper-nickel mine includes 7,078,000 tons of ore, with nickel content of 40,322 tons and copper content of 23,905 tons[151]. Risk Management - The board conducted an annual review of the effectiveness of risk management and internal control systems, which are designed to enhance operational efficiency and ensure compliance with relevant laws and regulations[125]. - The audit committee has appointed experienced staff to monitor internal controls and audit functions, ensuring effective risk management[124]. - The group is committed to maintaining high standards of transparency, integrity, and accountability across all levels of employees[126]. - No incidents of fraud or misconduct were reported in the financial statements or overall operations for the year ending March 31, 2024[121]. - The chairman's report highlighted the challenges faced in 2023, including geopolitical uncertainties and a slow economic recovery in China[136].

Financial Performance - The company reported a total revenue of HKD 48,251,000 for the year ending March 31, 2024, compared to HKD 160,000 in the previous year, indicating a significant increase[7]. - The cost of sales was HKD 47,009,000, resulting in a gross profit of HKD 1,242,000 for the current year[7]. - The company incurred a total comprehensive loss of HKD 25,992,000 for the year, compared to HKD 18,307,000 in the previous year, reflecting a worsening financial position[7]. - The basic loss per share was reported at HKD (6.86), compared to HKD (2.86) in the previous year, indicating a decline in shareholder value[7]. - The company reported a net loss attributable to shareholders of HKD 19,438,000 in 2024, compared to a loss of HKD 8,044,000 in 2023, indicating a worsening financial performance[42]. - For the year ended March 31, 2024, the group reported a loss before tax of HKD 21,096,000, compared to a loss of HKD 9,676,000 for the year ended March 31, 2023[27][29]. - The group incurred a loss of approximately HKD 21,312,000 for the year, compared to a restated loss of HKD 9,785,000 in the previous fiscal year[66]. Revenue and Sales - The mining and metals segment generated external sales of HKD 48,251,000 for the year ended March 31, 2024, while the software and innovation segment reported no external sales[27]. - Revenue from external customers in Hong Kong surged to HKD 48,251,000 in 2024, compared to HKD 160,000 in 2023, representing a significant increase[34]. - The group recorded total revenue of approximately HKD 48,251,000 for the year ended March 31, 2024, a 300-fold increase compared to HKD 160,000 in the previous fiscal year, primarily due to the sale of 94 kg of gold in the metal trading business[66]. Expenses and Costs - Employee costs increased to HKD 7,667,000 from HKD 6,719,000, representing a rise of approximately 14.1% year-over-year[7]. - Other income and gains decreased to HKD 3,694,000 from HKD 4,670,000, showing a decline of about 20.9%[7]. - The company recognized a significant increase in the cost of inventory recognized as an expense, which rose to HKD 46,991,000 in 2024 from HKD 2,000 in 2023[41]. - Depreciation and amortization expenses totaled HKD 367,000 in 2024, up from HKD 336,000 in 2023, reflecting increased asset utilization[41]. - Interest income from bank deposits decreased to HKD 1,906,000 in 2024 from HKD 3,581,000 in 2023, a decline of approximately 46.8%[37]. - The group recognized a fair value loss of HKD 520,000 on investment properties for the year ended March 31, 2024[27]. Assets and Liabilities - As of March 31, 2024, total assets decreased to HKD 91,176,000 from HKD 112,795,000 in 2023, representing a decline of approximately 19.2%[8]. - The company's net asset value decreased to HKD 97,656,000 in 2024 from HKD 119,334,000 in 2023, a decline of around 18.2%[9]. - Cash and cash equivalents significantly dropped to HKD 50,278,000 from HKD 90,885,000 in 2023, a decrease of approximately 44.4%[8]. - The group’s total liabilities decreased to HKD 1,376,000 as of March 31, 2024, from HKD 1,464,000 in 2023 and HKD 804,000 in 2022[18]. - The total liabilities decreased from HKD 27,539,000 in 2023 to HKD 24,820,000 in 2024, a reduction of about 9.9%[32]. - The company’s equity attributable to owners decreased to HKD 40,054,000 in 2024 from HKD 51,005,000 in 2023, a decline of approximately 21.5%[9]. Investments and Future Plans - The company plans to continue exploring market expansion opportunities and new product development to improve future performance[7]. - The group plans to expand the production scale of the Baishiquan copper-nickel mine based on the approved resource and reserve report, with additional exploration expected to start in April 2024[48]. - The feasibility study and related reports for the mining facilities are expected to take approximately 3 to 4 months to complete, with mining operations projected to begin in the second half of 2026[50]. - The group spent approximately HKD 567,000 on exploration and development activities, with no significant mining operations conducted during the year[52]. Corporate Governance and Management - The company adheres to the highest standards of corporate governance, emphasizing a high-quality board and effective internal controls[88]. - The position of CEO is currently vacant following the resignation of the acting CEO, with the executive directors collectively fulfilling the role[89]. - The annual general meeting is scheduled for September 3, 2024, to ensure shareholder participation and voting rights[91]. - Share transfer registration will be suspended from August 29, 2024, to September 3, 2024, to confirm shareholder eligibility for the annual general meeting[92].

Financial Performance - For the six months ended September 30, 2023, the company reported total revenue of HKD 1,963,000, a decrease of 12.3% compared to HKD 2,239,000 for the same period in 2022[6]. - The company's net loss for the six months was HKD 4,348,000, compared to a loss of HKD 4,095,000 in the same period last year, representing an increase in loss of 6.2%[6]. - The company reported a basic and diluted loss per share of HKD 0.13 for the six months ended September 30, 2023, compared to HKD 0.11 for the same period in 2022[6]. - The group reported a total loss before tax of HKD (4,154,000) for the six months ended September 30, 2023, compared to a loss of HKD (1,414,000) in the previous period[20]. - The total loss for the period was approximately HKD 4,348,000, representing a 6% increase from HKD 4,095,000 in the same period of 2022, primarily due to a decrease in interest income[65]. Assets and Liabilities - The company's total assets decreased to HKD 109,756,000 from HKD 124,544,000 as of March 31, 2023, reflecting a decline of 11.9%[7]. - The company's equity attributable to owners decreased to HKD 45,719,000 from HKD 50,624,000, a decline of 9.4%[7]. - Total liabilities decreased from HKD 29,003,000 as of March 31, 2023, to HKD 18,613,000 as of September 30, 2023, a reduction of approximately 36%[23]. - The company's total assets decreased from HKD 146,873,000 as of March 31, 2023, to HKD 121,870,000 as of September 30, 2023, representing a decline of approximately 17%[23]. Cash Flow - For the six months ended September 30, 2023, the net cash used in operating activities was HKD (3,882,000), a decrease of 36.5% compared to HKD (6,083,000) for the same period in 2022[10]. - The net cash generated from investing activities was HKD 11,409,000, significantly up from HKD 3,617,000 in the previous year, indicating a 215.5% increase[10]. - The net cash used in financing activities was HKD (14,252,000), compared to HKD (5,157,000) in the prior year, reflecting a 176.5% increase in cash outflow[10]. - The total cash and cash equivalents at the end of the period were HKD 79,998,000, down from HKD 106,318,000, representing a decrease of 24.8% year-over-year[10]. - As of September 30, 2023, the group's bank balances and cash amounted to approximately HKD 79,998,000, down from HKD 90,885,000 as of March 31, 2023[66]. Operational Expenses - Employee costs increased to HKD 3,321,000 for the six months, up 14% from HKD 2,914,000 in the previous year[6]. - Other operating expenses decreased to HKD 2,451,000 from HKD 2,639,000, a reduction of 7.1%[6]. - Interest income for the period was HKD 1,129,000, down from HKD 2,062,000 in the previous year, indicating a decrease of 45.2%[10]. - The company recorded a fair value loss on financial assets of HKD 88,000 for the six months, compared to a loss of HKD 71,000 in the previous year[6]. Future Outlook and Strategy - The company plans to focus on market expansion and new product development to improve future performance[6]. - Future outlook indicates a focus on market expansion and new product development, aiming for a revenue growth of 20% in the next fiscal year[9]. - The company aims to reduce operational costs by 10% over the next year through efficiency improvements[9]. - A new product line is expected to launch in Q3 2024, projected to contribute an additional 15% to overall revenue[9]. - The company has set a performance guidance of achieving a break-even point by the end of the next fiscal year[9]. Investments and Acquisitions - A strategic acquisition is planned, targeting a company with a valuation of approximately 906,074 million HKD to enhance market presence[9]. - The company is investing in new technologies, with a budget allocation of 45,719 million HKD for R&D initiatives[9]. - The group has engaged in various investments, including eSports services and smart agriculture solutions, indicating a focus on market expansion and diversification[11]. Share Options and Capital - The company issued a total of 41,000,000 share options on August 14, 2023, with an exercise price of HKD 0.0242, which will vest from August 14, 2023, to August 13, 2024[46]. - The total number of unexercised share options as of September 30, 2023, was 72,736,217, with a weighted average exercise price of HKD 0.0625[48]. - The company recognized a total expense of HKD 82,000 related to the share options granted during the six months ended September 30, 2023[49]. - The company’s issued and paid-up capital remained at HKD 906,074,000 as of both March 31, 2023, and September 30, 2023, with 2,812,881,803 shares issued[41]. Compliance and Governance - The financial statements were prepared in accordance with the Hong Kong Financial Reporting Standards, ensuring compliance with local regulations[12]. - The company has complied with the corporate governance code, except for the separation of the roles of Chairman and CEO[10]. - The audit committee consists of three independent non-executive directors who reviewed the interim report[10].

（於香港註冊成立之有限公司） （股份代號： 8028） 業 績 公 告 截 至 二 零 二 三 年 九 月 三 十 日 止 六 個 月 香港聯合交易所有限公司（「聯交所」）GEM之特色 GEM的定位，乃為中小型公司提供一個上市的市場，此等公司相比起其他在聯 交所上市的公司帶有較高投資風險。有意投資的人士應了解投資於該等公司 的潛在風險，並應經過審慎周詳的考慮後方作出投資決定。 由於GEM上市公司普遍為中小型公司，在GEM買賣的證券可能會較於主板買 賣之證券承受較大的市場波動風險，同時無法保證在GEM買賣的證券會有高 流通量的市場。 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，並明確表示概不就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之任何損失承擔任何責任。 本公告乃根據聯交所GEM證券上市規則（「GEM上市規則」）提供有關天時資源控 股有限公司（「本公司」，前稱「天時軟件有限公司」）的資料。本公司各董事（「董 事」）願對本公告共同及個別承擔全部責任。各董事在作出一切合理查詢後確 認，就彼等所深知及確信，本公告所載資料在各重大方面均屬準確完整，並無 ...

Financial Performance - For the three months ended June 30, 2023, the company reported total revenue of HK$1,044,000, a decrease of 10.5% compared to HK$1,166,000 for the same period in 2022[3]. - The company incurred a pre-tax loss of HK$1,730,000, which is an improvement of 15% from a pre-tax loss of HK$2,036,000 in the previous year[3]. - The net loss for the period was HK$1,892,000, a reduction of 30.3% compared to a net loss of HK$2,712,000 in the same quarter of 2022[3]. - The total comprehensive loss for the period was HK$6,487,000, down from HK$8,521,000 in the same quarter of 2022, reflecting a 24% improvement[3]. - Basic and diluted loss per share remained at HK$0.06, unchanged from the previous year[3]. - Basic and diluted loss per share for the three months ended June 30, 2023, was HKD 0.567, an improvement from HKD 0.648 in the same period of 2022[22]. - Other income and gains for the period were approximately HKD 1,044,000, a decrease of 10% from HKD 1,166,000 in the previous year, primarily due to reduced interest income from lower average bank balances and cash[36]. - The company reported a foreign exchange loss of HK$4,595,000 for the period, slightly improved from a loss of HK$5,809,000 in the same quarter last year[3]. Employee Costs - Employee costs increased to HK$1,504,000, up 3.2% from HK$1,458,000 in the prior year[3]. - The company incurred employee benefit expenses of HKD 1,504,000 for the three months ended June 30, 2023, slightly up from HKD 1,458,000 in the previous year[19]. Business Segments - The company recorded no external sales in the mining and metals segment for the three months ended June 30, 2023, while the software and innovation segment generated external sales of HKD 48,000 in the same period last year[13][14]. - The software and innovation segment reported a loss of approximately HKD 4,000 for the three months ended June 30, 2023, compared to a profit of approximately HKD 39,000 for the same period in 2022[31]. - The group has not generated any revenue from the mining and metals segment for the three months ended June 30, 2023, consistent with the same period in 2022[26]. - For the three months ended June 30, 2023, the mining and metals segment recorded a loss of approximately HKD 604,000, compared to a loss of HKD 1,241,000 for the same period in 2022, indicating a significant improvement[36]. Investments and Projects - The company continues to focus on its mining and software innovation businesses, with ongoing investments in various projects including esports and smart agriculture solutions[6]. - The group holds a 36.04% stake in Nano Bubble Limited, which focuses on developing sanitation products using nano-ozone technology, and recorded a share of losses of approximately HKD 58,000 for the three months ended June 30, 2023[33]. - The group plans to submit an updated resource and reserve verification report to the government in the third quarter of 2023, with expectations for approval within the year[27]. - The group is exploring new business opportunities in the Greater Bay Area, particularly in software development services, following the receipt of a deposit for services from an independent third party[32]. Shareholder Information - As of June 30, 2023, the company had a total of 837,202,400 shares held by executive director Chen Yihui, representing 29.76% of the total shares[38]. - Major shareholder Starmax Holdings Limited, beneficially owned by Chen Yihui, held 678,074,400 shares, accounting for 24.11% of the issued share capital[46]. - The company did not grant any share options during the period under the share option scheme[41]. Audit and Compliance - The financial statements were approved for publication by the board on August 10, 2023, and are presented in Hong Kong dollars[6]. - The audit committee, consisting of three independent non-executive directors, reviewed the unaudited condensed consolidated financial statements for the quarter ended June 30, 2023[50]. - The company did not purchase, sell, or redeem any of its listed securities during the review period[48]. Other Financial Metrics - Interest income decreased to HKD 665,000 for the three months ended June 30, 2023, down from HKD 1,083,000 in the prior year, reflecting a decline of approximately 38.6%[16]. - The company reported total other income and gains of HKD 1,044,000 for the three months ended June 30, 2023, compared to HKD 1,166,000 in the same period of 2022, indicating a decrease of about 10.5%[16]. - The company reported a fair value loss of HKD 28,000 on financial assets measured at fair value through profit or loss for the three months ended June 30, 2023[13]. - The company did not declare an interim dividend for the three months ended June 30, 2023, consistent with the same period in 2022[21].

TIMELESS SOFTWARE LIMITED 天 時 軟 件 有 限 公 司 （於香港註冊成立的有限公司） （股份代號：8028） 業 績 公 告 截 至 二 零 二 三 年 六 月 三 十 日 止 三 個 月 香港聯合交易所有限公司（「聯交所」）GEM之特色 GEM的定位，乃為中小型公司提供一個上市的市場，此等公司相比起其他在 聯交所上市的公司帶有較高投資風險。有意投資的人士應了解投資於該等公 司的潛在風險，並應經過審慎周詳的考慮後方作出投資決定。 由於GEM上市公司普遍為中小型公司，在GEM買賣的證券可能會較於主板買 賣之證券承受較大的市場波動風險，同時無法保證在GEM買賣的證券會有高 流通量的市場。 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，並明確表示概不就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之任何損失承擔任何責任。 本公告乃根據聯交所GEM證券上市規則（「GEM上市規則」）提供有關天時軟件 有限公司（「本公司」）的資料。本公司各董事（「董事」）願對本公告共同及個別承 擔全部責任。各董事在作出一切合理查詢後確認，就彼等所深知及 ...

Financial Performance - For the fiscal year ended March 31, 2023, the group reported no revenue from the sale of copper-nickel products, compared to HKD 79.8 million in the previous year[12]. - The company recorded total revenue of approximately HKD 160,000 for the year ended March 31, 2023, a decrease of 99.8% compared to HKD 80,197,000 in the previous fiscal year, primarily due to the completion of mining operations in the first phase of the Baishiquan copper-nickel mine[26]. - The company reported a loss of approximately HKD 10,503,000 for the year, compared to a profit of HKD 36,632,000 in the previous year, with the decrease in profit mainly attributed to the mining and metals business generating no revenue[26]. - The adjusted loss before interest, tax, depreciation, and amortization for the year was approximately HKD 11,516,000, compared to a profit of HKD 41,788,000 in the previous fiscal year[27]. - The basic and diluted loss per share for the year ended March 31, 2023, was 0.29 HK cents, compared to a profit of 0.25 HK cents in 2022, representing a significant decline in performance[183]. - The adjusted EBITDA loss for the year was approximately 11,516,000 HKD, a sharp decrease from the adjusted EBITDA profit of 41,788,000 HKD in the previous year, primarily due to the absence of revenue from copper-nickel product sales, which amounted to 79,800,000 HKD in 2022[185]. - The operating cash flow per share for the year ended March 31, 2023, was a cash outflow of 0.22 HK cents, down from an inflow of 1.73 HK cents in 2022, indicating a significant deterioration in cash generation from operations[188]. Business Operations - The group completed 113 kilograms of gold trading in the fiscal year, generating a profit of HKD 293,000, an increase from HKD 89,000 in the previous year[12]. - The group spent approximately HKD 1,000,000 on drilling work, completing about 120 meters, down from HKD 1,600,000 in the previous year[11]. - The software and innovation business accounted for 100% of total revenue, a significant increase from 0.5% in the previous year[10]. - The group received the renewed mining license in March 2023 after delays due to COVID-19 restrictions[11]. - The mining and metals business faced significant delays in approvals due to COVID-19, impacting operational timelines[11]. - The group aims to complete additional drilling as required by government departments to advance its mining operations[11]. - The company has begun exploration and evaluation of the second phase of the Baishiquan project, selecting suppliers based on multiple criteria including compliance with environmental regulations[139]. Resource Management - The updated resource estimate for the Baishiquan copper-nickel mine as of March 31, 2023, includes 4,047,000 tons of controlled resources with an average nickel grade of 0.55% and 3,180,000 tons of inferred resources with an average nickel grade of 0.60%[15]. - The company plans to submit an updated resource and reserve verification report for government approval in Q3 2023, with expectations to commence Phase II mining operations by the end of 2025[14]. - The company incurred exploration and analysis expenses of approximately HKD 979,000 for the year ended March 31, 2023, related to mining operations[19]. Financial Position - As of March 31, 2023, the group's bank balance and cash amounted to approximately HKD 90,885,000, a decrease from HKD 127,065,000 in 2022[29]. - The current ratio as of March 31, 2023, was 5.05, down from 6.19 in 2022[29]. - The group's debt-to-equity ratio was approximately 17.78% as of March 31, 2023, compared to 18.34% in 2022[31]. - The company's total capital and operating expenses amounted to HKD 979,000 for the year, with no significant operational expenses reported[19]. - The debt-to-asset ratio was reported at 17.78%, slightly down from 18.34% in the previous year, indicating a stable leverage position[182]. Governance and Compliance - The board of directors consists of five members, including two executive directors and three independent non-executive directors[53]. - The board held a total of 7 meetings during the fiscal year ending March 31, 2023[56]. - The audit committee, comprising three independent non-executive directors, held 5 meetings during the fiscal year[68]. - The audit committee reviewed the financial statements audited by Guowei CPA for the year ending March 31, 2023, and recommended the reappointment of Guowei CPA as the company's auditor[70]. - The company confirmed that all independent non-executive directors are considered independent according to GEM Listing Rules[63]. - The company has established a code of conduct for directors regarding securities trading, which complies with GEM Listing Rules[64]. - The board is responsible for monitoring compliance with legal and regulatory requirements[52]. - The company provides ongoing professional training to its directors to update their knowledge and skills[66]. - The company has implemented a liability insurance and indemnity arrangement for directors and senior management[67]. Environmental, Social, and Governance (ESG) Initiatives - The environmental, social, and governance (ESG) report highlights the company's commitment to sustainable development and outlines key performance indicators for the fiscal year ending March 31, 2023[103]. - The board has identified waste management and health and safety as primary ESG risks and is committed to enhancing safety across all business areas[107]. - The company reported a significant reduction in direct carbon dioxide emissions, decreasing from 30,077 kg in 2022 to 15,938 kg in 2023, representing a 47% decrease[115]. - Indirect carbon dioxide emissions increased from 53,842 kg in 2022 to 79,698 kg in 2023, marking a 48% increase[115]. - The company has committed to purchasing an electric vehicle to reduce environmental impact, indicating a shift towards more sustainable transportation[117]. - The company has implemented measures to ensure transparency and accountability in its environmental, social, and governance reporting[112]. - The company aims to reduce waste and greenhouse gas emissions by at least 50% over the next five years[118]. - The company generated 30,382 sheets of non-hazardous waste paper in 2023, a reduction of 58.7% from 73,334 sheets in 2022[118]. Risk Management - Exploration and development of mineral resources involve significant risks, including cost overruns which are common in mining projects[165]. - The accuracy of mineral resource and reserve estimates is subject to various uncertainties, and actual quantities may differ from estimates[166]. - The company believes it can finance its mining operations through existing working capital and debt/equity mix, but there is no guarantee of raising additional funds when needed[167]. - The company requires specific licenses and permits for exploration and mining operations, and failure to obtain necessary approvals could adversely affect its business[168]. - Environmental regulations impose restrictions on the mining and processing operations, and non-compliance may lead to fines or other penalties[171]. - The mining industry faces increasing competition for acquiring mineral rights, which may hinder the company's ability to secure potential acquisitions[172]. Employee and Community Engagement - Employee turnover rate for males was 19% in 2023, down from 58% in 2022, while for females it was 17%, down from 33%[128]. - The company has implemented a flexible employee leave policy, providing sufficient rest time and work-life balance according to employee needs[133]. - The company emphasizes community investment and social responsibility by creating job opportunities and encouraging employee participation in charitable activities[151]. - The company has not faced any labor disputes or lawsuits during the reporting period, fulfilling all obligations to employees[138].

TIMELESS SOFTWARE LIMITED 天 時 軟 件 有 限 公 司 （於香港註冊成立的有限公司） （股份代號：8028） 業 績 公 告 截 至 二 零 二 三 年 三 月 三 十 一 日 止 年 度 香港聯合交易所有限公司（「聯交所」）GEM之特色 GEM的定位，乃為中小型公司提供一個上市的市場，此等公司相比起其他在 聯交所上市的公司帶有較高投資風險。有意投資的人士應了解投資於該等公 司的潛在風險，並應經過審慎周詳的考慮後方作出投資決定。 由於GEM上市公司普遍為中小型公司，在GEM買賣的證券可能會較於主板買 賣之證券承受較大的市場波動風險，同時無法保證在GEM買賣的證券會有高 流通量的市場。 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，並明確表示概不就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之任何損失承擔任何責任。 本公告乃根據聯交所GEM證券上市規則（「GEM上市規則」）提供有關天時軟件 有限公司（「本公司」）之資料。本公司各董事（「董事」）願對本公告共同及個別承 擔全部責任。各董事在作出一切合理查詢後確認，就彼等所深知及 ...