[Corporate Information](index=4&type=section&id=Corporate%20Information) [Corporate Information](index=4&type=section&id=Corporate%20Information) This chapter provides key corporate information including the core management team, board of directors, committee members, registered office, principal place of business, auditor, and principal bankers - The company's Board of Directors comprises executive, non-executive, and independent non-executive directors, with key committees like Audit, Remuneration, and Nomination & Corporate Governance clearly outlining their chairpersons and members[9](index=9&type=chunk)[10](index=10&type=chunk)[11](index=11&type=chunk) - The company made personnel adjustments to its executive directors and authorized representatives in August and September 2024, with Mr. Jiang Tian appointed and Ms. Guo Qun resigning[9](index=9&type=chunk)[11](index=11&type=chunk) [Chairman's Statement](index=6&type=section&id=Chairman%27s%20Statement) [Chairman's Statement](index=6&type=section&id=Chairman%27s%20Statement) The Chairman's Statement highlights that the Group's wine and loan financing businesses faced suppression due to challenging economic conditions in Mainland China and Hong Kong, prompting a focus on optimizing the business portfolio, exploring new directions, and diversifying for long-term shareholder value - The Group's wine and loan financing businesses faced pressure during the reporting year due to an uncertain global economic environment[16](index=16&type=chunk)[19](index=19&type=chunk) - The Group's strategic focus is to optimize its existing business portfolio and explore diversification to introduce new revenue streams and enhance shareholder value[17](index=17&type=chunk)[20](index=20&type=chunk) [Biographical Details of Directors and Senior Management](index=7&type=section&id=Biographical%20Details%20of%20Directors%20and%20Senior%20Management) [Biographical Details of Directors and Senior Management](index=7&type=section&id=Biographical%20Details%20of%20Directors%20and%20Senior%20Management) This chapter details the personal biographies, professional backgrounds, and public company directorships of the company's executive, non-executive, independent non-executive directors, and senior management, showcasing their extensive experience in finance, trade, law, and corporate management - Mr. Jiang Tian was appointed Executive Director in August 2024, primarily responsible for strategic development of loan financing and consulting services, with over **20 years** of experience in new business development and asset restructuring[22](index=22&type=chunk)[23](index=23&type=chunk)[25](index=25&type=chunk) - Dr. Cheung Yuk Shan was appointed Executive Director in December 2023, recognized for outstanding achievements in corporate management and philanthropy, including honors like 'Top 100 Outstanding Chinese Businesswomen' and 'World Outstanding Chinese'[24](index=24&type=chunk)[27](index=27&type=chunk)[28](index=28&type=chunk) - The independent non-executive director team, comprising Mr. Chu Kin Hong, Dr. Lau Wong Ching Ching, and Mr. Zhou Li, possesses deep expertise and experience in accounting, law, information technology, and investment mergers and acquisitions[43](index=43&type=chunk)[47](index=47&type=chunk)[49](index=49&type=chunk) [Management Discussion and Analysis](index=13&type=section&id=Management%20Discussion%20and%20Analysis) [Business Review](index=13&type=section&id=Business%20Review) During the reporting period, the Group's total revenue increased by **4.4%** to **HKD 71.1 million**, with loss narrowing to **HKD 15.3 million**; loan financing was the primary growth driver with **8.9%** revenue growth and segment profit, while wine business revenue declined **5.0%** due to a weak consumer market, alongside detailed impairment assessments and risk control measures Financial Performance Summary | Indicator | FY2025 (million HKD) | FY2024 (million HKD) | YoY Change | | :--- | :--- | :--- | :--- | | **Total Revenue** | **71.1** | **68.1** | **+4.4%** | | Wine Business Revenue | 20.8 | 21.9 | -5.0% | | Loan Financing Business Revenue | 50.3 | 46.2 | +8.9% | | **Annual Loss** | **(15.3)** | **(17.8)** | **Loss narrowed 14.0%** | - The reduction in annual loss was primarily due to a **HKD 7 million** decrease in finance costs, a **HKD 3.3 million** net decrease in impairment losses on loans receivable, and a **HKD 3 million** increase in revenue, partially offset by a **HKD 12.7 million** decrease in other income[62](index=62&type=chunk)[64](index=64&type=chunk) [Financial Review](index=29&type=section&id=FINANCIAL%20REVIEW) This year, the Group's total revenue grew **4.4%** and gross profit increased **6.8%**, driven by loan financing, with overall gross margin improving from **75.7%** to **77.3%**; staff costs and administrative expenses decreased due to cost control, though other income significantly dropped by **HKD 12.7 million** mainly due to reduced net exchange gains, while liquidity strengthened with current ratio rising from **1.3 times** to **1.7 times** and gearing ratio decreasing from **88.8%** to **63.6%** Key Financial Indicators | Financial Indicator | FY2025 | FY2024 | | :--- | :--- | :--- | | Total Revenue (million HKD) | 71.1 | 68.1 | | Gross Profit (million HKD) | 55.0 | 51.5 | | Gross Margin | 77.3% | 75.7% | | Staff Costs (million HKD) | 29.4 | 31.7 | | Finance Costs (million HKD) | 6.5 | 13.5 | | Other Income (million HKD) | 2.3 | 15.0 | | Annual Loss (million HKD) | (15.3) | (17.8) | Liquidity and Financial Resources (as of March 31) | Liquidity and Financial Resources (as of March 31) | 2025 | 2024 | | :--- | :--- | :--- | | Net Current Assets (million HKD) | 127.7 | 63.7 | | Cash and Cash Equivalents (million HKD) | 22.3 | 34.4 | | Current Ratio | 1.7 times | 1.3 times | | Gearing Ratio | 63.6% | 88.8% | - The Board does not recommend the payment of a final dividend for the current year[149](index=149&type=chunk)[157](index=157&type=chunk) - During the reporting period, the Group disposed of a **38%** equity interest in Hackett Enterprises Limited, with no other significant investments, acquisitions, or disposals[150](index=150&type=chunk)[158](index=158&type=chunk) [Segment Information](index=32&type=section&id=SEGMENT%20INFORMATION) The Group's operations are primarily divided into three segments: wine business, loan financing business, and financial services business; this year, loan financing became the main revenue source, accounting for **70.7%** of total revenue, while the wine business contributed **29.3%**, and the financial services business generated no revenue Revenue Contribution by Business Segment | Business Segment | Revenue Contribution (FY2025) | Revenue Contribution (FY2024) | | :--- | :--- | :--- | | Wine Business | 29.3% | 32.2% | | Loan Financing Business | 70.7% | 67.8% | | Financial Services Business | 0% | 0% | [Principal Risks and Uncertainties](index=32&type=section&id=PRINCIPAL%20RISKS%20AND%20UNCERTAINTIES) The Group identified and outlined key risks across its business segments: the wine business faces inventory obsolescence, product liability, and foreign exchange fluctuation risks; loan financing faces client default and key personnel retention risks; and financial services faces client attrition, key personnel loss, and professional liability risks - Principal risks for the wine business include: inventory obsolescence, product liability claims, and foreign exchange rate fluctuations[164](index=164&type=chunk) - Principal risks for the loan financing business include: clients or counterparties failing to fulfill contractual obligations and the inability to retain and motivate key management personnel[164](index=164&type=chunk) [Business Prospect](index=34&type=section&id=BUSINESS%20PROSPECT) Looking ahead to 2025, the Group anticipates a continuously challenging and uncertain global economic environment; the Board will prudently review the existing business portfolio and implement necessary strategic adjustments to maintain competitiveness, while remaining open to new investors who can provide strategic cooperation and financial support - Facing a challenging global economic environment, the Group will adopt prudent strategic adjustments to maintain competitiveness[175](index=175&type=chunk)[177](index=177&type=chunk) - The Group is open to introducing new investors who can provide strategic cooperation and financial support for business expansion[175](index=175&type=chunk)[177](index=177&type=chunk) [Directors' Report](index=35&type=section&id=Directors%27%20Report) [Results and Dividends](index=35&type=section&id=Results%20and%20Dividends) This chapter outlines the Group's annual results and dividend policy; during the reporting period, the Board did not recommend a final dividend, and the company's dividend policy will consider financial performance, operational needs, gearing ratio, and development plans - The Board does not recommend the payment of a final dividend for the year ended March 31, 2025[183](index=183&type=chunk)[190](index=190&type=chunk) - The company's dividend policy aims to balance shareholder returns with company development needs, considering financial performance, liquidity, gearing ratio, and future development plans in its decisions[191](index=191&type=chunk)[196](index=196&type=chunk) [Share Options](index=36&type=section&id=Share%20Options) This chapter details the company's share option scheme, including its purpose, participant eligibility, total limit, exercise period, and pricing basis; during the reporting period, some directors and shareholders held unexercised share options, and the company also granted options to SRA Holdings under a specific mandate to extend a significant loan's maturity, though these options expired in December 2024 - As of March 31, 2025, **48,470,000** share options remained unexercised under the share option scheme, compared to **50,370,000** at the beginning of the year, with **1,900,000** options lapsing during the year due to director and employee resignations[271](index=271&type=chunk)[275](index=275&type=chunk) - The company reached an agreement with SRA Holdings in October 2023, granting **85,922,330** share options in exchange for an extension of a **JPY 1.5 billion** loan; these options automatically lapsed on December 5, 2024, upon expiry, unexercised[281](index=281&type=chunk)[288](index=288&type=chunk)[290](index=290&type=chunk) - The authorized limit for the share option scheme was updated on August 9, 2022, with a maximum of **62,312,722** shares available for grant, representing **10%** of the then-issued shares[252](index=252&type=chunk)[279](index=279&type=chunk) [Directors' and Substantial Shareholders' Interests](index=39&type=section&id=Directors%27%20and%20Substantial%20Shareholders%27%20Interests) This chapter discloses directors' and substantial shareholders' interests in the company's shares as required by the SFO; as of March 31, 2025, Mr. Ting Pang Wan, through his controlled entities (e.g., Devoss Global and Royal Spectrum), collectively held approximately **42.07%** interest, making him the company's major controlling shareholder, with other significant shareholders holding over **5%** also listed Major Shareholders' Interests | Major Shareholder | Capacity/Nature of Interest | Total Shares of Interest | Approximate Percentage of Total Share Capital* | | :--- | :--- | :--- | :--- | | Mr. Ting Pang Wan | Interest in controlled corporations and beneficial owner | 262,153,893 | 42.07% | | Royal Spectrum Holding Company Limited | Beneficial owner | 195,920,000 | 31.44% | | Devoss Global Holdings Limited | Interest in controlled corporations and beneficial owner | 196,520,000 | 31.54% | | Mrs. Chu / Kingston Finance | Interest in controlled corporations / Person holding security interest in shares | 221,323,638 | 35.52% | | Ms. Liu Ying / ACGHL | Interest in controlled corporations | 68,224,500 | 10.95% | *Based on 623,127,227 issued shares as of March 31, 2025. - Mr. Ting Pang Wan controls Royal Spectrum through his wholly-owned Devoss Global, and is thus deemed to have an interest in the shares held by Royal Spectrum[243](index=243&type=chunk) [Non-exempt Connected Transaction](index=59&type=section&id=Non-exempt%20Connected%20Transaction) During the reporting period, the Group completed a significant non-exempt connected transaction: the company sold its **38%** equity interest in Hackett to CVP Financial Group Limited, wholly-owned by controlling shareholder Mr. Ting Pang Wan, for a total consideration of **HKD 56.4 million**, with the transaction disclosed and approved by shareholders as required by GEM Listing Rules - On May 28, 2024, the company entered into an agreement with CVP Financial Group Limited (wholly-owned by controlling shareholder Mr. Ting Pang Wan) to dispose of a **38%** equity interest in Hackett[312](index=312&type=chunk)[317](index=317&type=chunk) - The total consideration for the transaction was **HKD 56.4 million**, and it was completed on August 7, 2024[312](index=312&type=chunk)[313](index=313&type=chunk)[319](index=319&type=chunk) [Corporate Governance Report](index=62&type=section&id=Corporate%20Governance%20Report) [Board of Directors and Committees](index=64&type=section&id=Board%20of%20Directors%20and%20Committees) This chapter outlines the company's corporate governance structure, emphasizing the Board's central role in leadership, strategy, and risk management, supported by Audit, Remuneration, and Nomination & Corporate Governance Committees; during the reporting period, the company complied with GEM Listing Rules regarding board composition and committee operations, disclosing directors' attendance, training, and board diversity policy - The Board is responsible for the Group's overall leadership, strategic direction, and risk management, and has established Audit, Remuneration, and Nomination & Corporate Governance Committees to assist in fulfilling its duties[359](index=359&type=chunk)[402](index=402&type=chunk) - The Board adopted a diversity policy, with a gender ratio of **5 men and 2 women** as of the reporting date; the Group's overall employee gender ratio is approximately **44.66%** male and **55.34%** female[400](index=400&type=chunk)[401](index=401&type=chunk) Committee Composition | Committee | Chairman | Member Composition | | :--- | :--- | :--- | | Audit Committee | Mr. Chu Kin Hong | 1 Non-executive Director, 3 Independent Non-executive Directors | | Remuneration Committee | Mr. Zhou Li | 1 Non-executive Director, 3 Independent Non-executive Directors | | Nomination and Corporate Governance Committee | Mr. Ji Zu Guang | 2 Non-executive Directors, 3 Independent Non-executive Directors | - The report details each director's attendance records at Board meetings, various committee meetings, and general meetings during the reporting year[380](index=380&type=chunk) [Risk Management and Internal Control](index=77&type=section&id=Risk%20Management%20and%20Internal%20Control) The Board is responsible for maintaining and assessing the effectiveness of the Group's risk management and internal control systems; the Group has established an internal audit system to systematically review and evaluate departmental operations, objective achievement, internal control execution, and resource utilization; during the reporting period, the Board was satisfied with the Group's resources, staff qualifications, and experience in accounting, financial reporting, internal audit, and ESG reporting, deeming the risk management and internal control systems adequate and effective - The Board bears ultimate responsibility for the Group's risk management and internal control systems, conducting annual effectiveness reviews[433](index=433&type=chunk)[437](index=437&type=chunk) - The Group has established an internal audit system to independently evaluate and monitor the operational activities and internal controls of various departments[434](index=434&type=chunk) - The Board assessed that the Group's resources, staff qualifications, and experience in accounting, financial reporting, internal audit, and ESG are adequate, and the systems operate effectively[435](index=435&type=chunk) [Environmental, Social and Governance Report](index=80&type=section&id=Environmental%2C%20Social%20and%20Governance%20Report) [ESG Governance and Strategy](index=82&type=section&id=ESG%20Governance%20and%20Strategy) The Group has established a clear ESG governance structure, with the Board ultimately responsible and an ESG working group for execution; through stakeholder engagement and materiality assessment, highly important issues such as business ethics, customer satisfaction, product quality, health and safety, and employee rights were identified; the Group set a long-term goal of carbon neutrality by **2050** and specific environmental targets until **2027** - The Group established an ESG governance structure led by the Board and executed by an ESG working group, responsible for strategy formulation, risk assessment, and oversight of all ESG matters[466](index=466&type=chunk)[467](index=467&type=chunk) - Through materiality assessment, the Group identified business ethics, customer satisfaction, product quality management, health and safety, and employee rights and benefits as highly important ESG issues[478](index=478&type=chunk)[480](index=480&type=chunk) - The Group set environmental targets until **2027**, including reducing greenhouse gas emission intensity and water consumption intensity, and plans to achieve carbon neutrality by **2050**[485](index=485&type=chunk)[486](index=486&type=chunk) [Environment (A)](index=87&type=section&id=Environment%20(A)) In environmental aspects, the Group is committed to reducing its operational impact; during the reporting period, total greenhouse gas emissions were **103.76 tCO2e**, with an intensity of **1.46 tCO2e/million HKD revenue**; the Group implemented various energy, water, and waste reduction measures, such as optimizing vehicle routes, using energy-efficient air conditioning, and recycling office supplies, while also assessing physical and transition risks from climate change and developing corresponding mitigation plans Environmental Performance Indicators | Environmental Performance Indicator | Unit | FY2025 | FY2024 | | :--- | :--- | :--- | :--- | | Total Greenhouse Gas Emissions | tCO2e | 103.76 | 98.28 | | Greenhouse Gas Emission Intensity | tCO2e/million HKD revenue | 1.46 | 1.44 | | Total Electricity Consumption | MWh | 208.85 | 211.95 | | Total Water Consumption | m³ | 624.00 | 644.50 | | Total Non-hazardous Waste | tonnes | 1.26 | 1.04 | - The Group identified physical risks (e.g., extreme weather impacting transportation) and transition risks (e.g., tightening environmental regulations) from climate change, and has developed mitigation plans and emergency preparedness[532](index=532&type=chunk)[533](index=533&type=chunk) [Social (B)](index=99&type=section&id=Social%20(B)) Regarding social responsibility, the Group focuses on employee well-being, labor standards, supply chain management, product responsibility, anti-corruption, and community investment; during the reporting period, total employees were **103**, with a turnover rate of **18.45%**, significantly lower than last year's **39.48%**; the Group provided approximately **608 hours** of employee training; in product responsibility, the Group strictly adhered to quality standards, with no product recalls due to safety or health concerns; additionally, the Group actively participated in community initiatives like clothing donation and environmental recycling programs Employee Data (as of March 31) | Employee Data (as of March 31) | 2025 | 2024 | | :--- | :--- | :--- | | Total Employees | 103 | 113 | | Employee Turnover Rate | 18.45% | 39.48% | - During the reporting period, lost workdays due to work-related injuries were **0 days**, a significant improvement from **7 days** last year and **256 days** the year before[558](index=558&type=chunk) - The Group provided approximately **608 hours** of employee training, averaging about **5.9 hours** per trained employee[562](index=562&type=chunk) - The Group strictly adheres to product responsibility standards, with no product or service-related complaints or recalls due to safety or health concerns during the reporting period[585](index=585&type=chunk)[596](index=596&type=chunk) - The Group established a zero-tolerance anti-corruption policy and whistleblowing mechanism, providing comprehensive anti-corruption training for directors and employees, with no concluded corruption litigation cases during the year[607](index=607&type=chunk)[609](index=609&type=chunk)[614](index=614&type=chunk) - The Group actively participates in community investment, including old clothing donation programs in Chongqing and Hong Kong, and computer and communication product recycling initiatives; its subsidiary was rated as an A-grade taxpayer[619](index=619&type=chunk)[621](index=621&type=chunk)[625](index=625&type=chunk) [Independent Auditor's Report](index=128&type=section&id=Independent%20Auditor%27s%20Report) [Auditor's Opinion and Key Matters](index=128&type=section&id=Auditor%27s%20Opinion%20and%20Key%20Matters) Auditor Pacia CPA Limited issued an unmodified opinion on the Group's consolidated financial statements, deeming them to fairly present the Group's financial position; however, the report highlighted 'material uncertainty related to going concern,' noting the Group's net loss and significant maturing debt raise substantial doubt, despite directors' belief in continued operation; additionally, 'recoverability and impairment assessment of loans and interest receivables' was listed as a key audit matter due to significant management judgment involved - **Material Uncertainty Related to Going Concern**: The auditor draws attention to the Group's net loss of **HKD 15.252 million** for the year and approximately **HKD 157 million** in debts maturing within the next **12 months**, with cash and bank balances of only approximately **HKD 22.316 million**; these conditions indicate a material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern, on which the auditor did not modify their opinion[653](index=653&type=chunk)[654](index=654&type=chunk)[657](index=657&type=chunk) - **Key Audit Matter**: The recoverability and impairment assessment of loans and interest receivables is considered a key audit matter; as of March 31, 2025, the net amount was approximately **HKD 277 million**, with a loss allowance of approximately **HKD 30.11 million**; the measurement of Expected Credit Losses (ECL) involves significant management judgment and complex assumptions (e.g., Probability of Default (PD), Loss Given Default (LGD)), posing risks of subjectivity and management bias[659](index=659&type=chunk)[660](index=660&type=chunk)[661](index=661&type=chunk) [Consolidated Financial Statements](index=137&type=section&id=Consolidated%20Financial%20Statements) [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=137&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the year ended March 31, 2025, the Group's revenue was **HKD 71.1 million**, a **4.4%** increase from **HKD 68.09 million** last year; annual loss narrowed to **HKD 15.25 million** from **HKD 17.79 million**, with basic and diluted loss per share attributable to owners of the company at **2.44 HK cents** Consolidated Statement of Profit or Loss and Other Comprehensive Income | Item (HKD '000) | FY2025 | FY2024 | | :--- | :--- | :--- | | Revenue | 71,095 | 68,087 | | Loss before tax | (16,191) | (19,762) | | Loss for the year | (15,252) | (17,790) | | Loss for the year attributable to owners of the company | (15,218) | (16,217) | | Total comprehensive expense for the year | (19,689) | (36,289) | | Basic and diluted loss per share (HK cents) | (2.44) | (2.60) | [Consolidated Statement of Financial Position](index=139&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, the Group's total assets were **HKD 337 million**, total liabilities **HKD 188 million**, and total equity increased to **HKD 149 million** from **HKD 113 million** last year; net current assets significantly increased from **HKD 63.75 million** to **HKD 128 million**, indicating improved liquidity Consolidated Statement of Financial Position | Item (HKD '000) | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Non-current assets | 21,703 | 51,596 | | Current assets | 315,284 | 299,212 | | **Total Assets** | **336,987** | **350,808** | | Current liabilities | 187,581 | 235,464 | | Non-current liabilities | 477 | 2,060 | | **Total Liabilities** | **188,058** | **237,524** | | **Total Equity** | **148,929** | **113,284** | | Net Current Assets | 127,703 | 63,748 | [Consolidated Statement of Cash Flows](index=143&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) This year, the Group experienced a net cash outflow of **HKD 5.35 million** from operating activities, a net cash inflow of **HKD 1.1 million** from investing activities, and a net cash outflow of **HKD 7.54 million** from financing activities; cumulatively, cash and cash equivalents decreased by **HKD 11.78 million**, with an ending balance of **HKD 22.32 million** Consolidated Statement of Cash Flows | Cash Flow Item (HKD '000) | FY2025 | FY2024 | | :--- | :--- | :--- | | Net cash used in operating activities | (5,345) | (9,456) | | Net cash from investing activities | 1,104 | 9,562 | | Net cash used in financing activities | (7,543) | (36,832) | | **Net decrease in cash and cash equivalents** | **(11,784)** | **(36,726)** | | Cash and cash equivalents at beginning of year | 34,435 | 72,911 | | **Cash and cash equivalents at end of year** | **22,316** | **34,435** | [Notes to the Consolidated Financial Statements](index=145&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) The notes to the financial statements provide detailed explanations of the Group's accounting policies, key accounting judgments, and various financial statement items, focusing on the going concern assumption, impairment assessment of loans and interest receivables, related party transactions, share-based payments, and segment information; Note 2 specifically states that despite significant uncertainties, directors believe the Group can continue as a going concern; Notes 24 and 25 detail the composition, aging, and impairment provisions for loans and trade receivables; Note 36 discloses details of the **38%** equity disposal in Hackett - Note 2 details management's assessment of the company's going concern ability, stating that despite net losses and significant maturing debt, directors believe the company can continue operations through measures like non-demand agreements with shareholders and improved cash flow strategies[709](index=709&type=chunk)[710](index=710&type=chunk)[712](index=712&type=chunk) - Note 24 discloses that as of March 31, 2025, total loans and interest receivables amounted to **HKD 307 million**, with a loss allowance of **HKD 30.11 million**; unsecured loans constitute a higher proportion within the loan portfolio[1235](index=1235&type=chunk)[1238](index=1238&type=chunk) - Note 36 discloses the disposal of a **38%** equity interest in Hackett to a related party for **HKD 56.4 million**, settled by offsetting amounts due to a shareholder, resulting in a **HKD 59.16 million** reduction in capital reserve[1320](index=1320&type=chunk)[1324](index=1324&type=chunk)[1326](index=1326&type=chunk) - Note 38 details changes in the share option scheme, with **1.9 million** options lapsing during the year due to director and employee resignations, and another **85.92 million** options granted under specific mandate lapsing unexercised upon expiry[1365](index=1365&type=chunk) [Five-Year Financial Summary](index=278&type=section&id=Five-Year%20Financial%20Summary) This chapter provides a summary of the Group's key performance and financial position data for the past five fiscal years; the data indicates a declining trend in the Group's total assets and total equity over the past five years, with revenue peaking in **2022** before declining, and continuous losses recorded in the last three years Five-Year Financial Summary | Item (HKD '000) | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Performance** | | | | | | | Revenue | 71,095 | 68,087 | 97,174 | 130,492 | 106,896 | | (Loss) Profit before tax | (16,191) | (19,762) | 9,487 | (16,661) | (46,030) | | **Assets and Liabilities** | | | | | | | Total Assets | 336,987 | 350,808 | 432,278 | 618,522 | 649,423 | | Total Liabilities | (188,058) | (237,524) | (282,705) | (442,255) | (410,331) | | Total Equity | 148,929 | 113,284 | 149,573 | 176,267 | 239,092 |

Madison Holdings Group Limited 麥迪森控股集團有限公司 （於開曼群島註冊成立的有限公司） （股份代號：08057） 截 至2025年3月31日止年度之全年業績公告 全年業績 香 港 聯 合 交 易 所 有 限 公 司（「聯 交 所」）GEM的特色 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 所主板上市的公司帶有較高投資風險。有意投資者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可作出投資決定。 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。 香港交易所及結算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 或因依賴該等內容而引致之任何損失承擔任何責任。 本公告乃遵照聯交所GEM證 券 上 市 規 則（「GEM上市規則」）而 刊 載，旨 在 提 供 有 關 麥迪森控股集團有限公司（「本公司」）的資料，本公司的董事（「董事」）願就此共同及 個別地承擔全 ...

Group 1 - The stock price of Madison Holdings (08057.HK) closed at HKD 0.053 on May 6, down 29.33% from the previous trading day, reaching a new low of HKD 0.050 during the day [1] - On the same day, the main capital flow showed an inflow of HKD 0.712 million and an outflow of HKD 7.055 million, resulting in a net outflow of HKD 6.34 million [1] Group 2 - Madison Holdings Group Limited is based in Hong Kong and aims for global reach, analyzing and planning for business and economic development to capture future trends and opportunities [2] - The company started with a high-end wine business upon its listing in 2015 and expanded into financial services and financial innovation in 2017, establishing a full-license financial platform, CVP Financial Group [2] - Madison has attracted significant attention from major financial institutions such as Fidelity Investments, Blackstone Group, and ICBC, indicating its substantial influence in the capital markets [2] - In 2018, Madison invested in and acquired the cryptocurrency mining company Diginex and established a strategic partnership with Oxford University's Blockhouse, focusing on blockchain investment and services [2] - The company plans to continue its strategic layout in the blockchain fintech service industry to accelerate its transformation from traditional finance to financial innovation [2]

Summary of Key Points Core Viewpoint - As of May 6, a total of 55 stocks reached their 52-week highs, with notable performers including Shandong Molong (00568), Tokyo Central Auction (01939), and Andeli Juice (02218) showing significant increases in their high rates [1]. 52-Week Highs - Shandong Molong (00568) achieved a closing price of 5.020 with a peak of 5.250, marking a high rate of 185.33% - Tokyo Central Auction (01939) closed at 0.980, reaching a high of 3.180, resulting in a high rate of 112.00% - Andeli Juice (02218) closed at 16.000 with a peak of 23.950, reflecting a high rate of 87.11% - Other notable stocks include: - Crown Holdings (01872) with a high rate of 32.00% - Wutong International (00613) at 30.00% - Yao Cai Securities Financial (01428) at 10.47% [1]. 52-Week Lows - Madison Holdings (08057) recorded a closing price of 0.053, with a low of 0.050, reflecting a decline of 26.47% - China Classic Group (08281) closed at 0.060, reaching a low of 0.051, indicating a drop of 15.00% - Other companies experiencing significant declines include: - Zhongsheng United (03332) with a decline of 6.02% - Dingyi Group Investment (00508) at -5.88% - Derivative Group (06893) at -4.62% [2].

Revenue Performance - Revenue for the six months ended September 30, 2024, was HKD 34,437,000, a slight decrease of 0.7% compared to HKD 34,677,000 for the same period in 2023[3]. - Alcoholic beverage sales decreased to HKD 9,701,000, down 23.5% from HKD 12,620,000 year-over-year[3]. - Loan financing services revenue increased to HKD 24,736,000, up 12.1% from HKD 22,057,000 in the previous year[3]. - Revenue from external customers in China increased to HKD 22,122,000, up 17.3% from HKD 18,808,000 in the previous year[25]. - Revenue from the wine business decreased by approximately 23.0% to about HKD 9,700,000, while the loan financing business revenue increased by approximately 11.8% to about HKD 24,700,000[75][78]. Financial Losses and Earnings - The company reported a net loss of HKD 5,298,000 for the period, compared to a profit of HKD 1,905,000 in the same period last year[4]. - Basic and diluted loss per share was HKD 1.10, compared to HKD 0.22 in the prior year[4]. - The company reported a net loss of HKD 6.885 million during the period, contributing to a total comprehensive loss of HKD 6.686 million[8]. - The group reported a loss of approximately HKD 5,300,000 for the period, a decline of about HKD 7,200,000 compared to a profit of HKD 1,900,000 in 2023[76]. - Other income decreased significantly from approximately HKD 12,900,000 in the six months ending September 30, 2023, to about HKD 2,100,000, primarily due to a reduction in foreign exchange gains of about HKD 9,500,000[92]. Assets and Liabilities - Non-current assets decreased to HKD 37,701,000 from HKD 51,596,000 as of March 31, 2024[5]. - Current assets increased to HKD 322,839,000 from HKD 299,212,000 as of March 31, 2024[5]. - Total liabilities decreased to HKD 187,271,000 from HKD 235,464,000[6]. - Total equity increased to HKD 172,846,000 from HKD 113,284,000 as of March 31, 2024[7]. - Total assets as of September 30, 2024, amounted to HKD 360,540,000, an increase from HKD 350,808,000 as of March 31, 2024[22]. Employee and Operational Costs - The total employee costs for the six months ended September 30, 2024, amounted to HKD 15,480,000, up from HKD 14,917,000 in 2023, reflecting an increase of approximately 3.8%[32]. - Short-term employee benefits for the six months ended September 30, 2024, amounted to HKD 3,132,000, compared to HKD 2,607,000 for the same period in 2023[65]. Share Capital and Options - The company has issued a total of 623,127,227 shares with a par value of HKD 0.01 as of September 30, 2024[61]. - The company has a share option plan established to incentivize and retain qualified personnel, with 18,100,000 options granted initially[66]. - The company granted 85,922,330 stock options to SRA Holdings at an exercise price of HKD 1.03 per share on December 5, 2023[70]. - The maximum number of stock options that can be granted under the revised plan as of August 9, 2022, is 62,312,722 shares, which is 10.0% of the total issued shares[69]. Corporate Governance and Compliance - The company is committed to high standards of corporate governance to protect shareholder interests and enhance corporate value, adhering to the GEM Listing Rules[111]. - The company has established an audit committee to review financial systems, accounting policies, and internal controls, consisting of four members with appropriate professional qualifications[113]. - The audit committee has reviewed the unaudited condensed consolidated financial statements for the period and agreed with the accounting principles and practices adopted by the company[113]. Future Outlook and Strategy - The group plans to actively seek investment opportunities in other areas to diversify its revenue sources amid a challenging global economic environment[104]. - The group has not established specific plans for significant investments or capital assets as of September 30, 2024[102].

Economic Environment - The economies of the PRC and Hong Kong are still recovering from the pandemic, with the global economic environment remaining challenging and uncertain[16]. - The global economic environment in 2024 is expected to remain challenging, influenced by geopolitical issues and the ongoing recovery from the pandemic in the PRC and Hong Kong[186]. Business Performance - The Group's revenue decreased by approximately 29.9% to approximately HK$68.1 million for the year ended 31 March 2024, down from HK$97.2 million in 2023[65]. - Revenue from the Wine Business fell by approximately 45.1% to approximately HK$21.9 million, compared to HK$39.9 million in the previous year[70]. - The Loan Financing Business recorded a revenue decrease of approximately 19.4%, amounting to approximately HK$46.2 million, down from HK$57.3 million in 2023[71]. - The Group's loss for the year was approximately HK$17.8 million, an increase of approximately HK$16.4 million compared to a loss of HK$1.4 million in 2023[66]. - The Group's revenue from the Wine Business and Loan Financing Business decreased by approximately HK$18.0 million and HK$11.1 million respectively compared to last year[170]. - The Group's business segments accounted for approximately 32.2% (Wine Business) and 67.8% (Loan Financing Business) of total revenue for the Year[169]. Financial Metrics - The Group's current ratio was approximately 1.3 times, a decrease from 1.4 times in 2023, while the gearing ratio increased to approximately 88.8% from 80.8%[146]. - The distributable reserves of the Company amounted to approximately HK$112.3 million, down from HK$124.1 million in 2023[194]. - The total net impairment loss recognized, including written-off loans, comprised approximately 10.4% of the total amount of loan receivables, up from 6.6% in 2023[101]. Loan Portfolio and Impairment - The size of the Group's loan portfolio decreased to approximately HK$287.2 million from HK$303.5 million in the previous year[72]. - As of 31 March 2024, approximately 31.6% of the loan portfolio was secured by collaterals, down from 42.9% in 2023[78]. - The average loan portfolio decreased from HK$374.9 million in the previous year to HK$295.4 million for the year[72]. - The impairment allowance for loan and interest receivables was approximately HK$29.8 million, an increase from HK$19.9 million in 2023[82]. - The increase in impairment was attributed to economic recovery in the PRC falling short of expectations and a debt crisis among real estate developers, impacting borrowers' repayment abilities[96]. - The Group's loan default rate has risen, leading to a higher historical loss rate and an increase in the impairment allowance[97]. Management and Strategy - The Group aims to optimize its business portfolio and find new directions for potential business collaboration to reduce impacts and create more value for shareholders[16]. - The Group believes in enhancing its fundamental business through diversification, which could lead to additional income streams and long-term increases in shareholder value[17]. - The company expresses confidence in continuing efforts to drive business development and deliver greater returns to shareholders[20]. - The Group plans to enhance its businesses by reviewing its existing portfolio and tightening cost control measures[186]. - The Group will proactively seek investment opportunities to diversify its business portfolio and broaden income sources[186]. Corporate Governance - The Board expresses gratitude to management and staff for their contributions and to shareholders for their continuous support[18]. - Mr. Chu has been an independent non-executive director since September 21, 2015, and is the chairman of the Audit Committee[45]. - Dr. Lau has over 19 years of post-qualification legal experience and has been an independent non-executive director since June 4, 2019[49]. - Mr. Zhou, appointed as an independent non-executive director on August 9, 2022, has a background in software engineering and entrepreneurship, including serving as CEO of a company with over 5,000 software engineers[52]. - The Company has complied with all applicable laws and regulations in the PRC and Hong Kong during the Year[185]. Environmental Commitment - The Group does not produce material waste or emit significant air pollutants, reflecting its commitment to environmental protection[179].

Financial Performance - Total revenue for the year ended March 31, 2024, was HKD 68,087,000, a decrease of 30% from HKD 97,174,000 in 2023[5] - The net loss for the year was HKD 17,790,000, compared to a loss of HKD 1,427,000 in 2023, representing a significant increase in losses[20] - Total revenue for the year was HKD 33,152,000, a decrease of 39.1% from HKD 54,437,000 in 2023[90] - The total loss before tax increased to HKD 19,762,000 in 2024 from a profit of HKD 9,487,000 in 2023[96] - The group reported a total loss of HKD 6,232,000 across all segments in 2024 compared to a profit of HKD 13,471,000 in 2023[96] - The group reported a loss of HKD 16,217 thousand for 2024, compared to a loss of HKD 2,211 thousand in 2023, indicating a significant increase in losses[128] - The group reported a loss of approximately HKD 17,800,000 for the year, an increase of about 11.7 times compared to a loss of HKD 1,400,000 in 2023, driven by increased impairment losses and reduced gross profit[176] Revenue Breakdown - Alcoholic beverage sales contributed HKD 21,921,000, down 45% from HKD 39,896,000 in the previous year[9] - Loan financing services generated HKD 46,166,000, a decline of 19% compared to HKD 57,278,000 in 2023[9] - The group experienced a revenue decrease of approximately HKD 18 million in the wine business and HKD 11.1 million in the loan financing business compared to last year, with no revenue generated from financial services[76] - Total revenue for the loan financing segment decreased from HKD 57,278,000 in 2023 to HKD 46,166,000 in 2024, representing a decline of approximately 19.4%[96] - Total revenue for alcoholic beverage sales dropped from HKD 39,896,000 in 2023 to HKD 21,921,000 in 2024, a decrease of about 45.0%[96] - The wine business generated revenue of approximately HKD 21,900,000, representing a decrease of about 45.1% compared to HKD 39,900,000 in 2023[155] Assets and Liabilities - Total assets less current liabilities amounted to HKD 115,344,000, down from HKD 155,538,000 in 2023[24] - The total assets of the group decreased from HKD 432,278,000 in 2023 to HKD 350,808,000 in 2024, a reduction of about 18.8%[107] - The total liabilities decreased from HKD 282,705,000 in 2023 to HKD 237,524,000 in 2024, a decline of approximately 16.0%[104] - The group has no outstanding liabilities as of March 31, 2024 (2023: none)[50] Equity and Financial Ratios - The total equity attributable to owners of the company was HKD (38,875,000), compared to HKD (12,418,000) in 2023, indicating a decline in equity[24] - The current ratio as of March 31, 2024, was approximately 1.3 times, down from 1.4 times in 2023[36] - The leverage ratio was approximately 88.8%, an increase from 80.8% in the previous year[36] Impairment and Financing Costs - The impairment of receivables was approximately HKD 29,800,000, an increase from HKD 19,900,000 in 2023[33] - The financing costs decreased from HKD 20,569,000 in 2023 to HKD 13,481,000 in 2024, a reduction of approximately 34.3%[96] - The impairment loss on loans and interest recognized amounted to HKD 29,775,000 in 2024[105] Operational Strategies and Challenges - The economic environment for 2024 is expected to be challenging with uncertainties due to geopolitical issues, and the group will review its business portfolio and tighten cost control measures[55] - The group aims to diversify its revenue sources by actively seeking investment opportunities in other areas[55] - The company is implementing multiple strategies to enhance cash flow, including managing the receivables portfolio[84] - Major risks include inventory obsolescence in the wine business and potential litigation risks in the financial services sector[78] Employee and Corporate Governance - The group employed 113 staff as of March 31, 2024, down from 120 in 2023, and offers competitive compensation packages[60] - The company has complied with the corporate governance code throughout the year[79] Other Financial Information - The group did not recommend the payment of a final dividend for the year (2023: none)[43] - The group has established a system to closely monitor the recoverability of its loan portfolio, including regular assessments of collateral value and communication with borrowers regarding their financial status[173] - The group has not implemented any foreign currency hedging policies but monitors foreign exchange risks and will consider hedging significant risks as necessary[178] - The audit committee has reviewed the audited consolidated financial statements for the year and confirmed compliance with applicable accounting standards and GEM listing rules[190] - There are no significant events related to the company's business or financial performance that have come to the attention of the directors after the reporting period[195]

Interim Report Compliance and Structure - The interim report is prepared in compliance with the GEM Listing Rules of the Stock Exchange of Hong Kong, with the Directors accepting full responsibility for its accuracy and completeness[5] - The interim report includes condensed consolidated financial statements, management discussion and analysis, and corporate governance information[9] - The interim financial statements were reviewed by the Company's audit committee but not audited by the independent auditor[45][48] Company Information - The company's principal place of business in Hong Kong is located at Units 26-28, 8/F, One Island South, 2 Heung Yip Road, Wong Chuk Hang[14] - The company's principal bankers are The Hongkong and Shanghai Banking Corporation Limited and China Construction Bank (Asia) Corporation Limited[15] - The company's stock code on the Stock Exchange of Hong Kong is 08057[15] - The company's website is www.madison-group.com.hk[15] - The company's registered office is located in the Cayman Islands[14] - The company's authorized representatives are Ms. Kuo Kwan and Ms. Chan Yuet Kwai[14] - The company's auditor is Prism Hong Kong and Shanghai Limited, Certified Public Accountants[14] Financial Performance - Revenue for the six months ended 30 September 2023 was HK$34.68 million, a decrease of 32% compared to HK$51.02 million in the same period in 2022[17] - Net profit for the six months ended 30 September 2023 was HK$1.91 million, a significant decline from HK$24.29 million in the same period in 2022[19] - Loan financing services revenue for the six months ended 30 September 2023 was HK$22.06 million, down 25% from HK$29.37 million in the same period in 2022[17] - Alcoholic beverages sales revenue for the six months ended 30 September 2023 was HK$12.62 million, a decrease of 42% compared to HK$21.65 million in the same period in 2022[17] - Total comprehensive expense for the six months ended 30 September 2023 was HK$18.37 million, compared to HK$18.89 million in the same period in 2022[19] - Basic loss per share for the six months ended 30 September 2023 was HK$0.22, compared to earnings per share of HK$2.23 in the same period in 2022[19] - Profit for the period was HK$-1.4 million, contributing to a total comprehensive expense of HK$-12.6 million for the six months ended 30 September 2023[24] - Exchange differences arising from translation of foreign operations resulted in a loss of HK$11.2 million for the six months ended 30 September 2023[24] - Revenue for the three months ended 30 September 2023 was HK$15.452 million, a decrease from HK$24.676 million in the same period in 2022[61] - Total segment loss for the three months ended 30 September 2023 was HK$990 thousand, compared to a segment profit of HK$9.865 million in the same period in 2022[61] - Loan financing services generated HK$11.174 million in revenue for the three months ended 30 September 2023, down from HK$13.430 million in 2022[61] - Sales of alcoholic beverages revenue for the three months ended 30 September 2023 was HK$4.278 million, a significant decrease from HK$11.246 million in 2022[61] - Revenue from the PRC for the three months ended 30 September 2023 was HK$9.541 million, down from HK$13.430 million in 2022[73] - Hong Kong revenue for the three months ended 30 September 2023 was HK$5.911 million, compared to HK$11.246 million in 2022[73] - Net loss attributable to the owners of the Company for the three months ended 30 September 2023 was HK$3,505,000, compared to a profit of HK$6,178,000 in the same period in 2022[93] Financial Position - Bank balances and cash decreased to HK$37.85 million as of 30 September 2023 from HK$72.91 million as of 31 March 2023[20] - Loan and interest receivables stood at HK$255.82 million as of 30 September 2023, slightly down from HK$257.40 million as of 31 March 2023[20] - Total current liabilities decreased to HK$254.16 million as of 30 September 2023 from HK$276.74 million as of 31 March 2023[20] - Non-current assets decreased to HK$44.60 million as of 30 September 2023 from HK$58.24 million as of 31 March 2023[20] - Net current assets decreased from HK$97.3 million to HK$89.7 million as of 30 September 2023[22] - Total assets less current liabilities declined from HK$155.5 million to HK$134.3 million as of 30 September 2023[22] - Equity attributable to owners of the company decreased from HK$-12.4 million to HK$-25.0 million as of 30 September 2023[22] - Non-controlling interests decreased from HK$162.0 million to HK$156.2 million as of 30 September 2023[22] - Total segment assets as of 30 September 2023 were HK$328.971 million, a decrease from HK$336.914 million as of 31 March 2023[67] - Total segment liabilities as of 30 September 2023 were HK$26.977 million, a decrease from HK$34.727 million as of 31 March 2023[70] - Non-current assets in Hong Kong as of 30 September 2023 were HK$15.438 million, down from HK$17.920 million as of 31 March 2023[74] - Non-current assets in the PRC as of 30 September 2023 were HK$712 thousand, a decrease from HK$1.378 million as of 31 March 2023[74] - Trade receivables increased to HK$2,074,000 as of 30 September 2023, up from HK$1,862,000 as of 31 March 2023[108] - Net trade receivables rose to HK$1,601,000 as of 30 September 2023, compared to HK$1,389,000 as of 31 March 2023[108] - Total other receivables and deposits grew to HK$33,804,000 as of 30 September 2023, up from HK$28,556,000 as of 31 March 2023[108] - Trade and other receivables and deposits increased to HK$35,405,000 as of 30 September 2023, compared to HK$29,945,000 as of 31 March 2023[108] - The Group's right-of-use assets decreased to HK$5,007,000 as of 30 September 2023, down from HK$7,932,000 as of 31 March 2023[116] - Lease liabilities reduced to HK$10,292,000 as of 30 September 2023, compared to HK$15,055,000 as of 31 March 2023[122] - The Group recognized finance lease receivables of approximately HK$1,270,000 during the six months ended 30 September 2023[117] - The Group did not enter into new lease agreements during the six months ended 30 September 2023, resulting in no new lease liabilities being recognized[123] - The carrying amount of lease liabilities was HK$10,292,000 as of 30 September 2023, down from HK$15,055,000 as of 31 March 2023[124] - Net investment in the lease decreased from HK$10,654,000 as of March 31, 2023, to HK$7,382,000 as of September 30, 2023, reflecting a reduction in lease receivables[128] - The Group's sublease arrangements for office space have an average effective interest rate of 9.21% per annum, unchanged from March 31, 2023[131] - Trade payables increased from HK$3,831,000 as of March 31, 2023, to HK$5,203,000 as of September 30, 2023, indicating higher outstanding payments[138] - The Group's loan from a non-controlling shareholder decreased from HK$80,838,000 as of March 31, 2023, to HK$77,100,000 as of September 30, 2023, with a fixed interest rate of 2% per annum[142] - Other borrowings as of 30 September 2023 amounted to HK$39,992,000, with a fixed interest rate of 12.0% per annum, repayable within one year[154][156][157] - The company's issued and fully paid ordinary shares as of 30 September 2023 totaled 623,127,227 shares, with a share capital of HK$6,231,000[161] - Interest expenses on the loan from SRA Holdings amounted to HK$6,625,000 for the six months ended 30 September 2023[164] - The Group's secured loans amounted to HK$74,758,000 as of 30 September 2023, a decrease from HK$90,207,000 as of 31 March 2023[97] - Unsecured loans as of 30 September 2023 totaled HK$189,215,000, up from HK$180,465,000 as of 31 March 2023[97] - The Group held collaterals valued at approximately HK$238,926,000 as of 30 September 2023, down from HK$291,216,000 as of 31 March 2023[102] - Loans secured by real estate in the PRC amounted to HK$72,319,000 as of 30 September 2023, a decrease from HK$86,458,000 as of 31 March 2023[101] - Loans secured by motor vehicles totaled HK$2,438,000 as of 30 September 2023, down from HK$3,749,000 as of 31 March 2023[101] - Loans guaranteed by guarantors (including related parties) amounted to HK$68,458,000 as of 30 September 2023, compared to HK$76,760,000 as of 31 March 2023[101] - Net loans and interest receivables within 90 days as of 30 September 2023 were HK$101,700,000, up from HK$44,007,000 as of 31 March 2023[106] - Net loans and interest receivables over 365 days as of 30 September 2023 were HK$126,812,000, down from HK$137,524,000 as of 31 March 2023[106] Cash Flow - The Group's net cash used in operating activities was HK$27.4 million for the six months ended 30 September 2023, compared to HK$7.7 million in the same period of 2022[31] - Net cash from investing activities decreased to HK$4.7 million for the six months ended 30 September 2023, down from HK$6.0 million in the same period of 2022[31] - Net cash used in financing activities increased to HK$7.7 million for the six months ended 30 September 2023, compared to HK$6.9 million in the same period of 2022[31] - The Group's cash and cash equivalents decreased by HK$30.5 million to HK$37.9 million as of 30 September 2023, compared to HK$45.4 million as of 30 September 2022[31] Shareholder and Share Option Information - Royal Spectrum Holding Company Limited directly holds approximately 31.44% of the Company's issued share capital as of 30 September 2023[33] - Mr. Ting Pang Wan Raymond holds approximately 41.55% of the Company's issued share capital as of 30 September 2023 and controls Royal Spectrum[33] - The company granted 18,100,000 share options on 17 December 2015, with an exercise price of HK$8.00 per share[170][173] - After a share subdivision on 8 November 2016, the number of shares to be issued increased to 181,000,000 with an adjusted exercise price of HK$0.80 per share[173] - On 3 April 2018, the company granted 219,000,000 share options with an exercise price of HK$1.89 per share[176] - On 17 August 2018, the company refreshed the scheme mandate limit, allowing the issuance of up to 428,330,871 shares, representing 10.0% of the then issued shares[177] - On 13 December 2018, the company granted 48,000,000 share options with an exercise price of HK$1.12 per share[178] - On 6 December 2019, the company granted 355,400,000 share options with an exercise price of HK$0.207 per share[179] - On 31 July 2020, the company refreshed the scheme mandate limit again, allowing the issuance of up to 519,272,689 shares, representing 10.0% of the then issued shares[182] - The company adjusted the exercise price and number of shares for outstanding share options following the share consolidation effective on 20 January 2022, with details provided in the announcement dated 18 January 2022[184][185][186] - On 9 August 2022, shareholders approved a refresh of the share option scheme mandate, allowing the issuance of up to 62,312,722 shares, representing 10.0% of the total issued shares at that time[187] - On 23 August 2022, the company granted 85,922,330 option shares to SRA Holdings at an exercise price of HK$1.03 per share, which expired on 30 September 2023 without any options being exercised[188][189] - As of 30 September 2023, 50,370,000 share options remained outstanding under the Share Option Scheme, representing 8.1% of the total issued shares, unchanged from 31 March 2023[189] - The 85,922,330 option shares granted under the Specific Mandate expired on 30 September 2023, reducing the outstanding options from 13.8% to 0% of the total issued shares[189] - No share-based payment expenses were recognized for the six months ended 30 September 2023 and 2022 related to the share options granted by the company[192] - Shareholders held 2,100,000 outstanding share options as of 30 September 2023, with an exercise price of HK$8.00 per share[194] - Consultants held 16,000,000 outstanding share options as of 30 September 2023, with an exercise price of HK$8.00 per share[194] - Directors held 560,000 outstanding share options as of 30 September 2023, with an exercise price of HK$18.90 per share[194] - Employees held 570,000 outstanding share options as of 30 September 2023, with an exercise price of HK$18.90 per share[194] - Directors were granted 750,000 share options on 6 December 2019, with an exercise price of HK$2.07 per share, and all options remain outstanding as of 30 September 2023[197] - Consultants were granted 2,595,000 share options on 6 December 2019, with an exercise price of HK$2.07 per share, and all options remain outstanding as of 30 September 2023[197] - Employees were granted 625,000 share options on 6 December 2019, with an exercise price of HK$2.07 per share, and 600,000 options remain outstanding as of 30 September 2023[197] - The ultimate holding company of a non-controlling shareholder was granted 85,922,330 share options on 23 August 2022, with an exercise price of HK$1.03 per share, and all options remain outstanding as of 30 September 2023[197] Business Segments and Operations - The Group's major operating subsidiaries are engaged in alcoholic beverage sales, loan financing services, and financial services[34] - The Group's reportable segments include sales of alcoholic beverages, loan financing services, and financial services[58] - Revenue from alcoholic beverage sales decreased to HK$12.62 million for the six months ended 30 September 2023, compared to HK$21.65 million in the same period in 2022[51] - Loan referral services income decreased to HK$5.29 million for the six months ended 30 September 2023, compared to HK$6.55 million in the same period in 2022[51] - Interest income from micro loans decreased to HK$13.52 million for the six months ended 30 September 2023, compared to HK$18.49 million in the same period in 2022[51] - Total revenue decreased to HK$34.68 million for the six months ended 30 September 2023, compared to HK$51.02 million in the same period in 2022[51] - Revenue recognized at a point in time decreased to HK$17.91 million for the six months ended 30 September 2023, compared to HK$28.21 million in the same period in 2022[54] Regulatory and Compliance - The statutory reserve transfer requirement in the PRC mandates at least 10.0% of statutory annual profits after tax to be transferred until the reserve reaches 50.0% of registered capital[27] - The application of new and amended Hong Kong Financial Reporting Standards had no material impact on the Group's financial performance and positions[44][46] Miscellaneous - Approximately HK$76.2 million was capitalized as the share capital of Bartha International Limited, with HK$33.4 million and HK$42.9 million recognized in merger reserves and non-controlling interests respectively[29] - The companies listed on GEM are generally small and mid-sized, which may result in higher market volatility and lower liquidity compared to the Main Board[3] - No dividend was paid, declared, or proposed for the six months ended 30 September 2023[89] - For the six months ended 30 September 2023, the Company acquired plant and equipment worth approximately HK$91,000, compared to HK$

Madison Holdings Group Limite d 麥 迪 森 控 股 集 團 有 限 公司 （於開曼群島註冊成立的有限公司） 08057 （股份代號： ） 2023 9 30 6 截至 年 月 日止 個月之中期業績公告 GEM 香港聯合交易所有限公司（「聯交所」） 的特色 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主板上市 的公司帶有較高投資風險。有意投資者應了解投資於該等公司的潛在風險，並應經過審慎周 詳的考慮後方可作出投資決定。 GEM GEM 由於 上市公司普遍為中小型公司，在 買賣的證券可能會較於主板買賣之證券承受 GEM 較大的市場波動風險，同時無法保證在 買賣的證券會有高流通量的市場。 香港交易所及結算有限公司及聯交所對本中期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中期公告全部或任何部分內容而產生或因依賴該等 內容而引致之任何損失承擔任何責任。 GEM GEM 本公告乃遵照聯交所 證券上市規則（「 上市規則」）而刊載，旨在提供有關麥迪森控股 集團有限公司（「本公司」）的資料，本公司的董事（「董事」）願就此共同及個 ...

Financial Performance - Revenue for the three months ended June 30, 2023, was HK$19,225,000, a decrease of 27% compared to HK$26,348,000 in the same period of 2022[17]. - Sales of alcoholic beverages contributed HK$8,342,000, down from HK$10,407,000, representing a decline of 20% year-over-year[17]. - Loan financing services revenue decreased by 32% to HK$10,883,000 from HK$15,941,000 in the previous year[17]. - Profit before tax for the period was HK$6,218,000, a decrease of 63% compared to HK$16,918,000 in the same period last year[17]. - Profit for the period was HK$4,327,000, down 68% from HK$13,588,000 in the prior year[17]. - Other income for the quarter was HK$9,223,000, a decrease of 45% from HK$16,620,000 in the same period of 2022[17]. - Total comprehensive expense for the period was HK$14,416,000, significantly higher than HK$6,794,000 in the prior year, indicating an increase of approximately 112.0%[19]. - Profit for the period attributable to owners of the Company decreased to HK$2,139,000 for the three months ended June 30, 2023, compared to HK$7,706,000 in the same period of 2022, representing a decline of approximately 72.3%[19]. - Total segment profit for the period was HK$5,153,000, down 36% from HK$8,096,000 in the previous year[46]. - The Group's profit for the Period was approximately HK$4.3 million, representing a decrease of approximately 68.4% from HK$13.6 million in the same period last year[107]. Revenue Breakdown - Revenue from the sale of alcoholic beverages was HK$8,342,000, down 20% from HK$10,407,000 in the previous year[36]. - Loan referral services income decreased to HK$2,591,000 from HK$4,130,000, representing a decline of 37%[36]. - Interest income from micro loans was HK$6,676,000, down 29% from HK$9,419,000 in the prior year[36]. - Interest income from other loans decreased to HK$1,616,000 from HK$2,392,000, a drop of 32%[36]. - The Group's revenue from contracts with customers totaled HK$10,933,000, a decrease of 25% compared to HK$14,537,000 in the same quarter of 2022[39]. - Revenue from the Wine Business decreased by approximately 20.2% to approximately HK$8.3 million, down from HK$10.4 million in the previous year[106]. - Revenue from the Loan Financing Business decreased by approximately 31.4% to approximately HK$10.9 million, compared to HK$15.9 million in the prior year[106]. Cost Management - Staff costs were reduced to HK$7,546,000, down from HK$8,494,000, reflecting a decrease of 11%[17]. - Finance costs decreased to HK$4,725,000 from HK$6,705,000, a reduction of 30%[17]. - Administrative and other operating expenses were approximately HK$2.1 million, a decrease of approximately 12.5% or HK$0.3 million from HK$2.4 million in 2022[117]. - Finance costs for the Period amounted to approximately HK$4.7 million, down from HK$6.7 million in 2022, mainly due to the expiration of certain debts[118]. Share Options and Equity - The Company has adopted a share option scheme to incentivize and retain high-caliber employees, with a total of 18,100,000 share options granted on December 17, 2015[70]. - As of June 30, 2023, the number of outstanding share options under the Share Option Scheme was 50,620,000, representing approximately 8.1% of the total shares issued[90]. - The maximum number of ordinary shares that can be allotted and issued under the refreshed scheme mandate limit as of July 31, 2020, is 519,272,689 shares, representing 10.0% of the total issued shares at that time[83]. - The total number of share options granted and outstanding as of June 30, 2023, remained unchanged at 85,922,330 under the Specific Mandate[90]. - The exercise price for share options granted on December 17, 2015, was adjusted to HK$8.00 per share after the share consolidation[86]. - The total outstanding share options as of June 30, 2023, were 136,542,330, with a weighted average exercise price of HK$5.0[102]. Market Conditions - The investment atmosphere was described as pessimistic, reflected by a drop in the Hang Seng Index of approximately 3,000 points compared to the previous year[106]. - The Group's financial performance was impacted by external market conditions affecting demand for premium wines[106]. - The Board anticipates that additional time is needed for the Group's operations to get back on track due to the economic situation in Hong Kong and the PRC[126]. Corporate Governance and Shareholding - The company is committed to corporate governance and transparency regarding shareholding interests[145]. - The company continues to monitor and comply with the Securities and Futures Ordinance regarding shareholding disclosures[148]. - The total number of shares held by substantial shareholders indicates a strong concentration of ownership within the company[149][151]. - The data reflects a diverse range of substantial shareholders, indicating potential stability and varied interests in the company's performance[149][151].