香港交易及結算所有限公司及香港聯合交易所有限公司對本聯合公告之內容概不 負責，對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本聯合公 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。 本聯合公告僅供參考，並不擬及不構成收購、購買或認購量子思維有限公司證券 之邀請或要約或其一部分、或於任何司法權區招攬任何表決權或批准、亦不得在 與適用法律或法規相抵觸之情況下於任何司法權區出售、發行或轉讓量子思維有 限公司之證券。倘此舉屬違反該司法權區有關法律，本聯合公告不會於任何司法 權區內發佈、刊發或分發。 Hong Kong Coolxuan Group Company Limited 香 港 酷 選 集 團 有 限 公 司 （於香港註冊成立之有限公司） Quantum Thinking Limited 量 子 思 維 有 限 公 司 （於開曼群島註冊成立之有限公司） （股份代號：8050） 聯合公告 (1)香港酷選集團有限公司完成 收購量子思維有限公司約72.64%股權；及 (2)交銀國際證券有限公司代表香港酷選集團有限 ...

Core Viewpoint - Quantum Thinking (08050) and the offeror, Hong Kong Cool Selection Group Limited, announced a share purchase agreement with the seller, Happy On Holdings Limited, to acquire approximately 985 million shares, representing about 72.64% of the company's total issued share capital as of the announcement date [1] Group 1 - The offeror intends to purchase the shares for a total consideration of HKD 56.2922 million, which equates to approximately HKD 0.05714 per share [1] - As of the announcement date, the company has approximately 1.356 billion shares issued [1] - Following the completion of the acquisition, the offeror will hold rights to approximately 72.64% of the company's issued share capital from the acquired shares [1] Group 2 - According to Rule 26.1 of the Takeovers Code, upon completion, the offeror will be required to make a mandatory unconditional cash offer for all issued shares, excluding those already owned or agreed to be acquired by the offeror and/or its concert parties [1] - The cash offer price of HKD 0.05714 per share represents a discount of approximately 83.4% compared to the last trading price of HKD 0.345 per share on the Stock Exchange [1]

香港交易及結算所有限公司及香港聯合交易所有限公司對本聯合公告之內容概不 負責，對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本聯合公 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。 本聯合公告僅供參考，並不擬及不構成收購、購買或認購量子思維有限公司證券 之邀請或要約或其一部分、或於任何司法權區招攬任何表決權或批准、亦不得在 與適用法律或法規相抵觸之情況下於任何司法權區出售、發行或轉讓量子思維有 限公司之證券。倘此舉屬違反該司法權區有關法律，本聯合公告不會於任何司法 權區內發佈、刊發或分發。 Hong Kong Coolxuan Group Company Limited 香 港 酷 選 集 團 有 限 公 司 （於香港註冊成立之有限公司） Quantum Thinking Limited 量 子 思 維 有 限 公 司 （於開曼群島註冊成立之有限公司） （股份代號：8050） 聯合公告 (1)香港酷選集團有限公司收購量子思維有限公司約72.64%股權；及 (2)交銀國際證券有限公司代表香港酷選集團有限公司 ...

| 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) | 08050 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 2,000,000,000 | HKD | | | 0.1 HKD | | 200,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 2,000,000,000 | HKD | | | 0.1 HKD | | 200,000,000 | 本月底法定/註冊股本總額： HKD 200,000,000 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: 量子思維有限公司 呈交日期: 2025年8月1日 I. 法定/註冊股本變動 F ...

CHARACTERISTICS OF GEM OF THE STOCK EXCHANGE OF HONG KONG LIMITED (THE "STOCK EXCHANGE") GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. Given that the companies listed on GEM are generally small ...

Financial Performance - For the fiscal year ending March 31, 2025, the company reported total revenue of HKD 39,553,000, an increase from HKD 16,152,000 in the previous year, representing a growth of approximately 144.5%[4] - The cost of sales for the same period was HKD 38,811,000, compared to HKD 15,391,000 in the prior year, resulting in a gross profit of HKD 742,000, slightly down from HKD 761,000[4] - The net loss attributable to the company for the year was HKD 13,410,000, compared to a profit of HKD 6,604,000 in the previous year, marking a significant shift in performance[4] - The total comprehensive income for the year was HKD 7,080,000, a decrease from HKD 13,570,000[6] - The basic and diluted earnings per share were HKD 0.49, compared to a loss of HKD 0.99 in the previous year[6] - The company reported a comprehensive loss attributable to shareholders of (HKD 14,952) compared to (HKD 1,681) in the prior year[8] - The company reported a loss before tax of HKD 13,567 million for the fiscal year ending March 31, 2025, compared to a loss of HKD 5,203 million in the previous year[19] - The company reported a basic and diluted loss per share of HKD 9.88 for 2025, compared to earnings of HKD 4.87 per share in 2024[33] Expenses and Liabilities - The company incurred administrative expenses of HKD 10,727,000, a decrease from HKD 13,928,000 year-over-year, indicating a reduction of approximately 23.5%[4] - Financial costs were reported at HKD 103,000, down from HKD 478,000, reflecting a decrease of about 78.5%[4] - Total current liabilities rose to HKD 17,581,000 from HKD 17,402,000, reflecting increased obligations[7] - The total non-current liabilities were HKD 12,625,000, with a net value of (HKD 14,952) compared to (HKD 1,681) previously[8] - The company's current liabilities included trade and other payables of approximately HKD 16,945,000, resulting in a current ratio of 0.86:1[70] - The group’s total liabilities include amounts payable to directors and employees, totaling HKD 8,585,000[43] Asset Management - Non-current assets totaled HKD 153,000, a decrease from HKD 272,000 year-over-year[7] - Current assets increased to HKD 15,101,000 from HKD 14,752,000, indicating growth in liquidity[7] - Total assets decreased to (HKD 2,327) from (HKD 1,681), indicating a decline in overall asset value[8] - As of March 31, 2025, total trade receivables generated from customer contracts amount to approximately HKD 12,332,000, an increase from HKD 8,498,000 in 2024[38] Impairment and Losses - The company recognized impairment losses on financial assets amounting to HKD 2,126,000, up from HKD 1,066,000, indicating an increase of approximately 99.5%[4] - The company recognized a total impairment loss of HKD 2,001,000 on trade receivables for the fiscal year ending March 31, 2025, compared to HKD 857,000 for the previous year[27] - The company recognized impairment losses of approximately HKD 64,000 and HKD 289,000 for employee loans and amounts receivable from subsidiaries, respectively, for the fiscal year ending March 31, 2025[83] Revenue Sources - The group's revenue for the year includes HKD 3,994,000 from system development services, HKD 239,000 from hardware sales, and HKD 35,320,000 from SMS service fees, totaling HKD 39,553,000[16] - The revenue from SMS service fees increased significantly from HKD 11,247,000 to HKD 35,320,000, representing a growth of approximately 213% year-over-year[16] - Revenue from hardware sales decreased from HKD 929,000 to HKD 239,000, indicating a decline of approximately 74% year-over-year[16] - The group reported that approximately 89% of total revenue during the reporting period came from SMS services, an increase from about 70% in the previous fiscal year[50] Strategic Initiatives - The company plans to focus on market expansion and new product development in the upcoming fiscal year[4] - The company aims to enhance its technological capabilities through ongoing research and development initiatives[4] - The company plans to control administrative costs through various measures, including optimizing human resources and adjusting management salaries[12] - The company plans to diversify its business by extending its expertise in SMS and AI services to value-added services such as marketing or notification voice SMS services, with a contract expected to be signed in the second half of 2025[61] Corporate Governance and Compliance - The audit committee reviewed the group's financial results and confirmed that the financial statements were prepared in accordance with applicable accounting standards and disclosed adequately[88] - The company has adhered to the GEM listing rules and corporate governance principles, with a focus on evaluating potential business and investment opportunities to enhance revenue and growth potential[85] - The independent auditor's report confirms that the consolidated financial statements fairly reflect the group's financial position as of March 31, 2025[90] Market Conditions and Risks - The geopolitical situation remains tense, and the company anticipates a volatile business environment by 2025, leading to a cautious development strategy while diversifying its business[60] - The group does not engage in any hedging activities for foreign exchange risks, which are considered not significant[71] - The group will monitor foreign exchange risks and consider hedging against significant currency risks when necessary[71] Shareholder Information - A loan of HKD 7,450,000 was granted by the controlling shareholder to the company, which is unsecured, interest-free, and due for repayment in July 2025, extended to December 2026[47] - The company raised approximately HKD 100,000,000 through a subscription event, issuing 450,000,000 shares at HKD 0.225 per share, resulting in Happy On Holdings Limited holding about 72.83% of the total issued share capital[62]

Core Viewpoint - Sichuan's tourism industry faces significant challenges despite its rich resources, with a need for innovative strategies to transform its cultural and tourism offerings into competitive products [3][4][19]. Group A: Current Dilemmas and Specific Manifestations - The tourism industry in Sichuan exhibits a structural imbalance, with core cultural IPs like panda culture and Three Kingdoms culture not effectively converted into impactful tourism products [4][5]. - Resource utilization is heavily reliant on natural assets, with insufficient innovation in cultural IPs and uneven regional development affecting overall growth [4][5]. - Market operations are limited, with low marketization levels and inadequate financing options hindering project development [4][5]. - There is a notable shortage of professional talent and systemic barriers that impede the efficiency of cultural and tourism integration [4][5]. Group B: Quantum Thinking and Main Characteristics - The shift from "Newtonian thinking" to "quantum thinking" is essential for addressing the complexities of the modern tourism landscape, emphasizing the need for innovative and flexible strategies [12][13][16]. - Quantum thinking encourages embracing uncertainty and exploring multiple possibilities, which can lead to breakthroughs in tourism development [15][16]. Group C: Pathways and Strategic Recommendations - Sichuan's tourism development should transition from a resource-driven model to an innovation-driven approach, focusing on top-level breakthroughs and grassroots restructuring [19][20]. - Emphasis on cultural excavation and transformation is crucial, with a focus on enhancing the value of cultural IPs and developing immersive experiences [22][23]. - Strengthening market entities and policy support is necessary, including establishing special funds and promoting collaboration between state-owned and private enterprises [23][24]. - Building a comprehensive brand matrix and enhancing digital capabilities will be vital for improving the overall tourism experience and expanding market reach [24][25][28]. - Continuous improvement of infrastructure and service quality is essential to enhance visitor satisfaction and accessibility [28][29].

Group 1 - The core issue facing the Chinese liquor industry is a structural crisis characterized by a "dual decline" in both volume and price, with over 60% of high-end liquor experiencing price inversion and inventory turnover days exceeding 200 for distributors [3] - Traditional marketing strategies relying on "channel accumulation" and "scale expansion" are failing, leading to a vicious cycle of price reduction, devaluation, and unsold inventory, with distributor profit margins compressed to below 8% [3] - The younger generation's consumption patterns show a significant decline, with post-90s and post-00s consuming only one-third of what older generations do, favoring lower alcohol content and healthier alternatives [3] Group 2 - Quantum thinking emphasizes accepting uncertainty and understanding complex systems through statistical laws, which can be applied to liquor marketing by abandoning absolute control and recognizing the influence of multiple variables [4] - Dynamic observation and feedback are crucial, as marketing actions can alter market conditions, exemplified by the impact of direct sales through apps on distributor profits [4] - Consumer demand is no longer a single entity but a combination of possibilities, necessitating innovative scenarios to activate latent demand [4] Group 3 - AI technology enables a transition from standardized production to personalized customization, allowing liquor companies to build dynamic demand models through data analysis [6] - Utilizing unstructured data from social media can reveal consumer preferences for low-alcohol and flavored liquors, leading to significant increases in average transaction values [6] - Intelligent decision-making systems can predict market trends and optimize logistics, resulting in substantial reductions in unsold inventory [7] Group 4 - The transformation paths for the liquor industry include cultural reconstruction through cross-industry collaborations and user co-creation narratives [9] - A channel revolution is underway, moving towards direct distribution platforms and distributed touchpoints to cater to fragmented consumption scenarios [10] - Product innovation is shifting from deterministic formulas to probabilistic blending, utilizing AI to create tailored flavor profiles based on various factors [10] Group 5 - The ecological co-construction approach focuses on collective branding to reduce export barriers and forming cross-industry alliances to create integrated consumption experiences [10] - Embracing quantum thinking allows the liquor industry to navigate uncertainties and align with new consumer demands, leveraging technology for precision in product offerings [11] - The future of the liquor industry lies in its ability to transition from traditional methods to innovative, data-driven practices that resonate with the next generation of consumers [11]

Financial Performance - Revenue for the six months ended September 30, 2024, was HK$21,867,000, a slight increase from HK$21,463,000 in the corresponding period of 2023[6]. - The loss for the period attributable to owners of the Company was HK$4,496,000, compared to a profit of HK$12,799,000 in the same period last year[8]. - Basic and diluted loss per share for the period was HK$0.33, a decrease from earnings of HK$0.94 per share in the previous year[8]. - Total comprehensive expense for the period attributable to owners of the Company was HK$4,304,000, compared to a comprehensive income of HK$13,421,000 in the corresponding period of 2023[8]. - The company reported a profit of HK$12,799,000 for the period ended September 30, 2023, compared to a loss of HK$229,814,000 in the previous period[14]. - Total comprehensive income for the six months ended September 30, 2023, was HK$13,440,000, significantly improving from a total comprehensive loss of HK$4,590,000 in the same period last year[14]. - For the six months ended September 30, 2024, the Group reported a loss attributable to owners of the Company of HK$4,496,000[33]. - The Group's loss before income tax for the corresponding period was approximately HK$12,287,000[160]. Assets and Liabilities - Current liabilities totaled HK$21,144,000, with net current liabilities of HK$6,810,000 as of September 30, 2024[13]. - Total non-current assets amounted to HK$539,000, while total current assets were HK$14,334,000[13]. - The Company reported a capital deficiency of HK$6,271,000 as of September 30, 2024[13]. - As of September 30, 2023, total equity amounted to HK$4,679,000, a decrease from HK$13,373,000 as of April 1, 2023[14]. - The total assets as of September 30, 2024, were HK$14,873,000, down from HK$15,721,000 as of March 31, 2024[67]. - Total liabilities increased to HK$21,144,000 as of September 30, 2024, compared to HK$17,402,000 as of March 31, 2024[67]. Cash Flow and Financing - Net cash used in operating activities for the six months ended September 30, 2024, was HK$4,935,000, an improvement from HK$6,090,000 in the previous year[17]. - Cash and cash equivalents at the end of the period were HK$1,399,000, down from HK$2,742,000 at the beginning of the period[17]. - The company recorded a net cash generated from financing activities of HK$3,553,000, compared to a net cash used of HK$474,000 in the previous year[17]. - The company raised net proceeds of approximately HK$100 million through a subscription by issuing 450,000,000 ordinary shares at a subscription price of HK$0.225 per share[198]. - The proceeds were allocated to increase registered capital and further investment in Guangzhou YBDS IT Ltd. and Beijing YBDS IT Co., Ltd.[198]. Revenue Breakdown - Revenue for the six months ended September 30, 2024, was HK$21,867,000, a significant increase from HK$8,273,000 in the same period of 2023, representing a growth of 164%[40]. - Revenue from short messaging service fees was HK$20,217,000 for the six months ended September 30, 2024, compared to HK$3,581,000 in the previous year, indicating a growth of 463%[40]. - Revenue from hardware sales decreased to HK$96,000 in the reporting period from HK$692,000 in the previous year, reflecting a decline of 86%[40]. - Revenue from system development and consultancy services was HK$1,554,000, down from HK$4,000,000, representing a decrease of 61%[40]. - Approximately 92% of the Group's total revenue during the Reporting Period came from short messaging services, up from approximately 70% in the previous financial year[179]. Strategic Focus and Future Plans - The Company is focused on improving its financial position and exploring new market opportunities[5]. - Future strategies may include potential market expansion and product development initiatives[5]. - The Group is implementing measures to control administrative costs, including human resources optimization and management remuneration adjustments[34]. - The company is considering increasing investment in short messaging services to expand operations and increase revenue[197]. - The company contemplates diversifying into another value-added service such as messaging for marketing in the future[197]. Operational Challenges - The geopolitical tensions and sanctions from the US have impacted the demand for information system solutions in China, leading to project delays and scaled-down operations[166]. - The information system solution industry in China is facing sluggish demand and challenges from US sanctions against the technology sector[193]. Corporate Governance - The Board does not recommend the payment of an interim dividend for the reporting period, consistent with the previous year where no dividend was paid[99]. - The weighted average number of ordinary shares in issue during the reporting period remained constant at 1,356,250,000 shares for both periods[97]. - As of September 30, 2024, the Group had outstanding amounts due to a director totaling approximately HK$4,800,000, which is unsecured, interest-free, and repayable in December 2024, February 2025, March 2025, and June 2025[199]. - The Group also has a loan owing to a shareholder with an outstanding balance of approximately HK$2,200,000, which is unsecured, interest-free, and repayable in July 2025[199].

Financial Performance - Revenue for the six months ended September 30, 2024, was HKD 21,867,000, a significant increase from HKD 8,273,000 in the same period of 2023, representing a growth of 164%[4] - Gross profit for the same period was HKD 404,000, down from HKD 651,000 in 2023, indicating a decline of 38%[4] - The company reported a loss before tax of HKD 4,577,000 compared to a profit of HKD 12,287,000 in the previous year, marking a shift of 137%[4] - The company reported a basic loss per share of HKD 0.33, compared to earnings per share of HKD 0.94 in the previous year[8] - For the six months ended September 30, 2024, the company reported a loss attributable to shareholders of HKD 4,496,000[37] - The group incurred a total loss before tax of HKD 4,577,000 for the six months ended September 30, 2024[48] - The company reported a loss of HKD (4,496,000) for the period, reflecting a decrease in overall performance compared to previous periods[24] Expenses and Costs - Administrative expenses decreased to HKD 4,931,000 from HKD 7,568,000, reflecting a reduction of 35%[4] - Interest expenses related to lease liabilities for the six months ended September 30, 2024, were HKD 14,000, down from HKD 36,000 in the same period of 2023, a decrease of 61.1%[61] - The cost of goods sold for the six months ended September 30, 2024, was HKD 91,000, a decrease from HKD 654,000 in the same period of 2023, indicating a reduction of 86.1%[64] - Research and development costs for the six months ended September 30, 2024, were HKD 69,000, down from HKD 874,000 in the same period of 2023, reflecting a decrease of 92.1%[64] - Other income for the six months ended September 30, 2024, included HKD 2,000 from various sources, compared to HKD 198,000 in the same period of 2023, indicating a decrease of 98.99%[60] - The company’s financial expenses for the six months ended September 30, 2024, totaled HKD 14,000, a significant decrease from HKD 453,000 in the same period of 2023, reflecting a reduction of 96.9%[61] Assets and Liabilities - Total assets as of September 30, 2024, were HKD 14,873,000, compared to HKD 15,721,000 as of March 31, 2024[14] - Current liabilities increased to HKD 21,144,000 from HKD 17,402,000, representing a rise of 21%[17] - The company's equity attributable to owners decreased to HKD 7,620,000 from HKD 11,924,000, a decline of 36%[21] - As of September 30, 2024, the total equity amounted to HKD 4,679,000, a decrease from HKD 13,440,000 as of March 31, 2024[24] - The company’s total liabilities increased to HKD 227,706,000 as of September 30, 2024, compared to HKD 223,210,000 as of March 31, 2024[24] - As of September 30, 2024, current liabilities exceeded current assets by approximately HKD 6,810,000, with a net debt of about HKD 6,271,000[37] Revenue Sources - Revenue from short message services increased significantly to HKD 20,217,000 for the six months ended September 30, 2024, compared to HKD 3,581,000 for the same period in 2023, representing a growth of 463%[40] - Approximately 92% of the group's total revenue during the reporting period came from SMS services, up from about 70% in the previous fiscal year[98] - The group has continued to expand its SMS service business by signing multiple contracts with information technology companies to meet the growing demand in e-commerce and logistics sectors[96] Business Operations and Strategy - The company has not reported any new product launches or technological advancements during the reporting period[4] - There are no indications of market expansion or mergers and acquisitions in the current financial report[4] - The group plans to continue controlling administrative costs through various channels, including optimizing human resources and adjusting management salaries[37] - The group is focusing on business transformation and diversification to mitigate adverse impacts from challenging market conditions[94] - The group is considering increasing investment in SMS services to expand this business and enhance revenue, aiming to develop it into a growth point[111] Share Capital and Ownership - The company has a total of HKD 135,625,000 in share capital as of September 30, 2024, unchanged from previous periods[24] - The total issued share capital was 1,356,250 thousand shares, with a par value of HKD 0.10 per share[75] - Happy On Holdings Limited now holds approximately 72.83% of the company's issued share capital following the subscription event[114] Market Conditions and Industry Insights - The company noted that the information systems solutions industry in China is facing challenges due to economic slowdown and geopolitical tensions[88] - The demand for information technology system operations is expected to grow due to the booming e-commerce and logistics sectors in China[90] - The company emphasized that the impact of economic slowdown on information technology system operations is relatively small compared to system development industries[89] - In the first nine months of 2024, the domestic mobile SMS business volume increased by 3.6% to approximately 1.447 trillion messages[92] - The Chinese AI market is projected to grow from RMB 213.7 billion in 2023 to RMB 280 billion in 2024, driven by innovations in large language models[93] Corporate Governance - The Audit Committee was established in May 2000 and consists of independent non-executive directors, ensuring compliance with GEM listing rules[144] - The Audit Committee's main responsibilities include reviewing the group's audit results, accounting policies, and compliance with GEM listing rules[144] - The announcement confirms that the directors are responsible for the accuracy and completeness of the information provided, with no misleading or fraudulent elements[145] - The announcement will be published on the Hong Kong Stock Exchange website for at least seven consecutive days[146]