Financial Performance - The group's revenue for the fiscal year ending March 31, 2023, was approximately HKD 61.4 million, a decrease of about 32.8% compared to the previous fiscal year[15]. - Revenue from valuation and advisory services contributed approximately 61.4% to total revenue, decreasing from approximately HKD 64.0 million to about HKD 37.7 million, a decline of 41.1%[25]. - Financing services contributed approximately 37.9% to total revenue, with interest income slightly decreasing by about 7.6% from approximately HKD 25.2 million to about HKD 23.2 million[26]. - Other income and losses decreased by 46.6% to approximately HKD 4.6 million, primarily due to a foreign exchange loss of about HKD 6.7 million compared to a gain of HKD 2.2 million in the previous year[27]. - The loss attributable to owners of the company was approximately HKD 29.4 million, a decrease of about HKD 5.5 million from the previous year's loss of HKD 34.9 million[33]. - The group recorded revenue of approximately HKD 61.4 million for the year ended March 31, 2023, a decrease of about 32.8% compared to the previous year[24]. Corporate Strategy and Development - The group aims to become a leading provider of valuation and consulting services in Hong Kong, planning to expand its consulting service offerings to adapt to changing environments[18]. - The group is exploring various merger and acquisition opportunities to maintain and strengthen its market position in the valuation and consulting industry in Hong Kong[18]. - The group aims to provide comprehensive quality services to maintain growth and optimize its corporate structure through strategic sales of underperforming subsidiaries[24]. - The group is actively exploring various merger and acquisition opportunities to enhance its market position in the Hong Kong valuation and advisory industry[24]. - The group has submitted applications to the Securities and Futures Commission for licenses to engage in virtual asset-related activities, aiming to diversify its service offerings[20]. - The group continues to monitor its license application status and seeks new opportunities to achieve growth and profitability, maximizing value for shareholders[20]. Market Conditions and Challenges - The ongoing impact of the COVID-19 pandemic and expected interest rate hikes have hindered the group's growth in securities brokerage, placement, and investment advisory services[18]. - Market sentiment has been negatively impacted by the pandemic and anticipated interest rate hikes, hindering growth in securities brokerage and asset management services[62]. - The anticipated development of the "Belt and Road" initiative and policies related to the Guangdong-Hong Kong-Macao Greater Bay Area are expected to create new opportunities for Hong Kong as an international financial hub[18]. Governance and Compliance - The company has complied with all relevant laws and regulations in Hong Kong during the fiscal year[35]. - The company has complied with all provisions of the GEM Listing Rules Appendix 15 Corporate Governance Code, except for deviation from Code Provision C.2.1[74]. - The company has implemented a whistleblowing policy to allow stakeholders to report any misconduct confidentially[89]. - The company ensures compliance with disclosure regulations under the GEM listing rules and has implemented measures for fair disclosure of information[113]. - The company has established a remuneration committee to review its remuneration policies based on operational performance and market practices[157]. Financial Position and Assets - As of March 31, 2023, the group's net current assets were approximately HKD 282.8 million, compared to HKD 188.3 million as of March 31, 2022, reflecting a significant increase[39]. - The group's total bank borrowings amounted to approximately HKD 58.3 million as of March 31, 2023, up from HKD 49.2 million as of March 31, 2022[40]. - The group's current ratio improved to approximately 3.2 as of March 31, 2023, compared to 2.6 as of March 31, 2022, indicating better liquidity[39]. - The capital debt ratio increased from approximately 0.25 as of March 31, 2022, to approximately 0.28 as of March 31, 2023, suggesting a rise in leverage[40]. - As of March 31, 2023, the total amount of receivables and interest for the group was HKD 517,948,000, with an expected credit loss provision of HKD 142,134,000[195]. Employee and Management - Employee benefit expenses decreased by approximately 16.1% due to the sale of subsidiaries, while the group issued discretionary bonuses to retain high-caliber personnel[28]. - Employee benefit expenses totaled approximately HKD 36.4 million for the year ended March 31, 2023, down from HKD 43.4 million for the previous year[49]. - The company is committed to promoting gender diversity in senior management and board positions through regular reviews and targeted recruitment efforts[102]. - The company emphasizes the importance of continuous professional development for all directors, who participated in relevant training sessions[88]. Audit and Financial Reporting - The independent auditor's report confirms that the consolidated financial statements fairly reflect the group's financial position as of March 31, 2023, in accordance with Hong Kong Financial Reporting Standards[191]. - The independent auditor identified the impairment assessment of receivables and interest as a key audit matter due to the complexity involved[194]. - The audit procedures included evaluating the group's policies regarding the impairment of receivables and assessing the parameters used in estimating expected credit loss rates[198]. - The financial statements were prepared in compliance with the disclosure requirements of the Hong Kong Companies Ordinance[191]. Shareholder Information - The board decided not to recommend any final dividend for the year ending March 31, 2023, consistent with the previous year[60]. - The company reported no final dividend for the year ended March 31, 2023, consistent with the previous year[131]. - The company has established a dividend policy aimed at providing sustainable returns to shareholders while retaining sufficient reserves for future development[115]. - The company’s communication policy ensures timely and effective dissemination of information to shareholders[122].

[Financial Highlights](index=3&type=section&id=Financial%20Highlights) The company's revenue for the nine months ended December 31, 2022, decreased by 33.6% to approximately HKD 44.4 million, resulting in a loss of HKD 2.4 million for the period Financial Highlights for the Nine Months Ended December 31, 2022 | Metric | Amount/Value | | :--- | :--- | | Revenue | Approx. HKD 44.4 million (33.6% YoY decrease) | | Loss for the period | Approx. HKD 2.4 million (Loss of HKD 0.1 million in prior period) | | Basic loss per share | 0.35 HK cents | | Dividend | Not declared | [Consolidated Financial Statements](index=4&type=section&id=Consolidated%20Financial%20Statements) This section provides the unaudited condensed consolidated financial statements, detailing the company's financial performance and position for the period [Unaudited Condensed Consolidated Statement of Comprehensive Income](index=4&type=section&id=Unaudited%20Condensed%20Consolidated%20Statement%20of%20Comprehensive%20Income) For the nine months ended December 31, 2022, the Group's revenue decreased by 33.6% to HKD 44.4 million, with the loss for the period widening to HKD 2.4 million from HKD 0.1 million in the prior year Performance Overview for the Nine Months Ended December 31, 2022 | Item | For the nine months ended Dec 31, 2022 (HKD thousand) | For the nine months ended Dec 31, 2021 (HKD thousand) | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | 44,373 | 66,851 | -33.6% | | Loss before income tax | (2,386) | (115) | Loss widened | | Loss attributable to owners of the Company | (2,407) | (45) | Loss widened | | Basic loss per share (HK cents) | (0.35) | (0.01) | Loss widened | [Unaudited Condensed Consolidated Statement of Changes in Equity](index=5&type=section&id=Unaudited%20Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) As of December 31, 2022, the Group's total equity was HKD 365.2 million, a slight decrease from HKD 365.7 million on April 1, 2022, primarily due to a comprehensive loss of HKD 2.4 million - As of December 31, 2022, total equity attributable to owners of the Company was **HKD 369.3 million** (totaling **HKD 365.2 million** after deducting non-controlling interests), a decrease from **HKD 400.5 million** in the prior year[6](index=6&type=chunk) [Notes to the Consolidated Financial Statements](index=6&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) This section provides detailed explanations on the basis of financial statement preparation, key accounting policies, and a breakdown of significant items such as revenue, expenses, taxation, dividends, and earnings per share [Notes 1-2: Company Information and Basis of Preparation](index=6&type=section&id=Notes%201-2%3A%20Company%20Information%20and%20Basis%20of%20Preparation) The Company, an investment holding company incorporated in the Cayman Islands, primarily engages in valuation and advisory, financing, and securities services, with financial statements prepared in HKD under Hong Kong Financial Reporting Standards - The Group primarily operates in three business segments: (i) **Valuation and Advisory Services**; (ii) **Financing Services**; and (iii) **Securities Brokerage, Placement and Underwriting, and Investment Advisory and Asset Management Services**[9](index=9&type=chunk)[20](index=20&type=chunk) [Note 3: Revenue](index=8&type=section&id=Note%203%3A%20Revenue) For the nine months ended December 31, 2022, total Group revenue was HKD 44.4 million, with Valuation and Advisory Services being the primary contributor at HKD 26.0 million, despite a significant 43.9% year-on-year decline in this segment Revenue Composition for the Nine Months Ended December 31, 2022 | Business Segment | 2022 (HKD thousand) | 2021 (HKD thousand) | YoY Change | | :--- | :--- | :--- | :--- | | Valuation and Advisory Services | 25,962 | 46,322 | -43.9% | | Securities Brokerage, Placement and Underwriting, etc. | 394 | 1,773 | -77.8% | | Interest income from provision of financing services | 18,017 | 18,756 | -4.0% | | **Total** | **44,373** | **66,851** | **-33.6%** | [Notes 4-8: Gains, Expenses and Taxation](index=9&type=section&id=Notes%204-8%3A%20Gains%2C%20Expenses%20and%20Taxation) During the period, other gains, other income, and losses significantly increased to HKD 9.5 million, primarily due to gains from asset disposal and government subsidies, while finance costs rose to HKD 5.1 million due to increased bank borrowings - Other gains, other income, and losses increased from **HKD 2.3 million** in the prior year to **HKD 9.5 million**, primarily driven by a one-off gain from asset disposal (**HKD 2.7 million**), government 'Employment Support Scheme' subsidies (**HKD 1.5 million**), and management fee income (**HKD 3.3 million**)[23](index=23&type=chunk) - Finance costs increased from **HKD 2.9 million** in the prior year to **HKD 5.1 million**, mainly due to higher interest on bank borrowings and other loans[33](index=33&type=chunk) [Notes 9-10: Dividends and Earnings Per Share](index=12&type=section&id=Notes%209-10%3A%20Dividends%20and%20Earnings%20Per%20Share) The Board resolved not to declare any dividend for the nine months ended December 31, 2022, resulting in a basic loss per share of 0.35 HK cents based on the HKD 2.4 million loss for the period - The Board does not recommend the payment of any dividend for the nine months ended December 31, 2022[36](index=36&type=chunk) Loss Per Share Calculation | Item | For the nine months ended Dec 31, 2022 | For the nine months ended Dec 31, 2021 | | :--- | :--- | :--- | | Loss used for calculation (HKD thousand) | (2,407) | (45) | | Weighted average number of ordinary shares (thousand shares) | 684,542 | 669,114 | | Basic loss per share (HK cents) | (0.35) | (0.01) | [Management Discussion and Analysis](index=14&type=section&id=Management%20Discussion%20and%20Analysis) This section provides an overview of the Group's operational performance, financial position, capital structure, and future outlook, highlighting key drivers and strategic initiatives [Business and Financial Review](index=14&type=section&id=Business%20and%20Financial%20Review) For the nine months ended December 31, 2022, the Group's total revenue decreased by 33.6% to HKD 44.4 million, primarily due to a 44.0% decline in valuation and advisory services, leading to an expanded loss attributable to owners of the Company of HKD 2.4 million - Revenue from **Valuation and Advisory Services** decreased by **44.0%**, primarily due to the completion of the disposal of a subsidiary engaged in ESG reporting and risk advisory services in March 2022, and a reduction in the number of projects engaged[44](index=44&type=chunk) - Revenue from **securities brokerage-related services** decreased, mainly attributable to the unfavorable investment sentiment in the Hong Kong stock market[46](index=46&type=chunk) - Loss attributable to owners of the Company increased to **HKD 2.4 million**, primarily due to the impact of a **HKD 22.5 million** decrease in revenue, which outweighed the positive effects of a **HKD 7.1 million** increase in other gains and a **HKD 10.9 million** decrease in other expenses[54](index=54&type=chunk) [Capital Structure](index=17&type=section&id=Capital%20Structure) As of December 31, 2022, HKD 55.9 million of the HKD 258.0 million raised from the 2017 rights issue remained unutilized, with its deployment for potential business investments delayed due to management's cautious approach amid COVID-19 Use of Proceeds from 2017 Rights Issue | Intended Use | Intended Amount (HKD million) | Amount Used as of Dec 31, 2022 (HKD million) | Unused Amount (HKD million) | | :--- | :--- | :--- | :--- | | Expansion of financing business | 135.0 | 135.0 | – | | Investment in potential businesses | 90.0 | 34.1 | 55.9 | | General working capital | 33.0 | 33.0 | – | | **Total** | **258.0** | **202.1** | **55.9** | - The global COVID-19 pandemic's economic impact led management to be more cautious in seeking potential business opportunities, resulting in unforeseen delays in the utilization of rights issue proceeds[60](index=60&type=chunk) [Future Prospects](index=18&type=section&id=Future%20Prospects) The Group aims to strengthen its leading position in Hong Kong's valuation and advisory services, exploring M&A opportunities and leveraging 'Belt and Road' and Greater Bay Area policies for new business growth despite economic challenges - The core strategy is to become a leading valuation and advisory services provider in Hong Kong, continuously exploring opportunities to expand service offerings and pursue mergers and acquisitions to solidify market position[63](index=63&type=chunk) - The 'Belt and Road' Initiative and the Greater Bay Area development are expected to create new opportunities for Hong Kong as an international financial hub, and the Group will identify new business opportunities for growth[63](index=63&type=chunk) [Significant Acquisitions or Disposals](index=19&type=section&id=Significant%20Acquisitions%20or%20Disposals) In December 2022, the Group completed the disposal of approximately 21.9% equity interests in two licensed corporations, Best Ascent Holdings Limited and Fantastic Adventure Holdings Limited, for a total consideration of HKD 2.0 million - On December 20, 2022, the Group disposed of approximately **21.9%** equity interests in Best Ascent Holdings Limited (engaged in securities trading) and Fantastic Adventure Holdings Limited (engaged in securities advisory and asset management), for total considerations of **HKD 0.9 million** and **HKD 1.1 million**, respectively[66](index=66&type=chunk)[67](index=67&type=chunk) [Other Information](index=20&type=section&id=Other%20Information) This section covers information regarding directors' and major shareholders' interests, corporate governance practices, and events occurring after the reporting period [Directors' and Major Shareholders' Interests](index=20&type=section&id=Directors%27%20and%20Major%20Shareholders%27%20Interests) As of December 31, 2022, Chairman Mr. Yu Ji Hua held a 2.50% deemed interest through a controlled corporation, while major shareholder Aperto Investments Limited, wholly owned by Mr. Luk Kai Yan, held a 29.91% interest Directors' and Major Shareholders' Shareholding | Name/Entity | Capacity | Number of Shares Held | Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Mr. Yu Ji Hua | Interest in controlled corporation | 17,540,000 | 2.50% | | Aperto Investments Limited | Beneficial owner | 210,000,000 | 29.91% | | Mr. Luk Kai Yan | Interest in controlled corporation | 210,000,000 | 29.91% | [Corporate Governance](index=22&type=section&id=Corporate%20Governance) The Company generally complies with the Corporate Governance Code, with one deviation where the Chairman and Chief Executive Officer roles are combined, which the Board believes provides strong leadership and is balanced by the independent non-executive directors - The Company deviates from Corporate Governance Code provision C.2.1, which stipulates a separation of the roles of Chairman and Chief Executive Officer, as Mr. Yu Ji Hua holds both positions concurrently[78](index=78&type=chunk)[80](index=80&type=chunk) - The Board believes that combining the roles of Chairman and Chief Executive Officer provides strong and consistent leadership, enhancing efficiency in planning and executing business decisions without compromising the balance of power[80](index=80&type=chunk) [Events After Reporting Period](index=23&type=section&id=Events%20After%20Reporting%20Period) In January 2023, the Group further disposed of shares in Best Ascent Holdings Limited and Fantastic Adventure Holdings Limited to an investor for a total of HKD 0.5 million, who also subscribed for new shares in these companies - In January 2023, the Group sold **54 shares** of Best Ascent (for **HKD 0.2 million**) and **54 shares** of Fantastic Adventure (for **HKD 0.3 million**) to an investor, who also subscribed for newly issued shares in both companies[83](index=83&type=chunk)[85](index=85&type=chunk)[86](index=86&type=chunk) [Audit Committee](index=24&type=section&id=Audit%20Committee) The Audit Committee, comprising three independent non-executive directors and chaired by Mr. Chung Man Lai, has reviewed the quarterly results report and the unaudited condensed consolidated financial statements - The Audit Committee comprises three independent non-executive directors: Mr. Chung Man Lai (Chairman), Mr. Ko Wai Lun, and Ms. Li Tak Yin, and has reviewed this financial report[88](index=88&type=chunk)

Financial Performance - Revenue for the six months ended September 30, 2022, was approximately HKD 30.4 million, a decrease of about 34.3% compared to HKD 46.3 million for the same period in 2021[3] - The company reported a loss of approximately HKD 3.6 million for the six months ended September 30, 2022, compared to a profit of HKD 0.8 million for the same period in 2021[3] - Basic loss per share attributable to owners of the company was HKD 0.52 for the six months ended September 30, 2022, compared to a profit of HKD 0.12 for the same period in 2021[3] - Total segment revenue for the six months ended September 30, 2022, was HKD 30,419,000, a decrease of 34.4% from HKD 46,301,000 in the same period of 2021[37][39] - The reported segment profit for the six months ended September 30, 2022, was HKD 4,663,000, down from HKD 7,482,000 in the previous year, reflecting a decline of 37.5%[41] - The group reported a loss attributable to owners of approximately HKD 3.6 million for the six months ended September 30, 2022, compared to a profit of HKD 0.8 million in the same period last year[119] Revenue Breakdown - Revenue from assessment and consultancy services for the six months ended September 30, 2022, was HKD 17,993,000, down 44.3% from HKD 32,295,000 in the previous year[34] - Interest income from financing services for the six months ended September 30, 2022, was HKD 12,253,000, slightly down from HKD 12,312,000 in the same period of 2021[34] - Financing services contributed approximately 40.2% to the total revenue, with stable interest income of about HKD 12.3 million for both the six months ended September 30, 2022, and 2021[110] - The securities brokerage, placement, and underwriting segment accounted for about 0.6% of total revenue, with a decline in income from HKD 1.7 million to HKD 0.2 million due to poor market sentiment in Hong Kong[110] - The group's total revenue for the six months ended September 30, 2022, was significantly impacted, with a 44.3% decrease in service fee income from valuation and advisory services, dropping from approximately HKD 32.3 million to HKD 18.0 million[110] Expenses and Costs - Employee benefit expenses for the six months ended September 30, 2022, were HKD 19.95 million, down from HKD 23.14 million for the same period in 2021[5] - Financial costs for the six months ended September 30, 2022, were HKD 3.21 million, compared to HKD 1.42 million for the same period in 2021[5] - The company incurred total expenses of HKD 1,701,000 for the three months ended September 30, 2022, compared to HKD 941,000 in the same period of 2021, representing an increase of approximately 80.8%[50] - Employee benefits expenses totaled approximately HKD 19.9 million for the six months ended September 30, 2022, compared to HKD 23.1 million for the same period in 2021[144] Cash Flow and Assets - For the six months ended September 30, 2022, the company reported a net cash outflow from operating activities of HKD 7,985,000, compared to HKD 77,666,000 for the same period in 2021, indicating a significant improvement[17] - The company recorded a net cash inflow from investing activities of HKD 4,971,000 for the six months ended September 30, 2022, compared to a net cash outflow of HKD 8,664,000 in the same period of 2021[17] - The net cash inflow from bank borrowings for the six months ended September 30, 2022, was HKD 9,604,000, an increase from HKD 7,000,000 in the same period of 2021[17] - The company's cash and cash equivalents decreased by HKD 3,138,000, ending with a balance of HKD 5,285,000 as of September 30, 2022, compared to HKD 11,521,000 at the same time in 2021[17] - As of September 30, 2022, the total receivables and interest amounted to HKD 638,519,000, an increase from HKD 626,127,000 as of March 31, 2022[65] Liabilities and Borrowings - The total liabilities as of September 30, 2022, increased to HKD 123,413,000 from HKD 119,594,000 as of March 31, 2022[41] - Total bank borrowings amounted to approximately HKD 58.8 million as of September 30, 2022, up from HKD 49.2 million as of March 31, 2022[130] - The bank borrowings increased to HKD 58,816,000 as of September 30, 2022, from HKD 49,212,000 as of March 31, 2022, representing an increase of approximately 19%[85] - The non-current portion of bank borrowings was HKD 1,622,000 as of September 30, 2022, indicating a shift in the maturity profile of the debt[85] Corporate Governance and Compliance - The board of directors confirmed compliance with the securities trading code during the six months ending September 30, 2022[163] - The company has adhered to all provisions of the corporate governance code as per GEM listing rules, except for the separation of roles between the Chairman and CEO, which are held by the same individual[164] - The audit committee consists of three members, all independent non-executive directors, ensuring no prior or current auditors are part of the committee[169] Employee and Management Information - The total remuneration for key management personnel for the six months ended September 30, 2022, was HKD 2,264,000, slightly down from HKD 2,302,000 in the same period of 2021[102] - The company provided discretionary bonuses to employees to retain high-caliber personnel, emphasizing that its professional team is its most valuable asset[107] - The group employed a total of 69 full-time employees as of September 30, 2022, down from 80 employees a year earlier[144] Future Plans and Strategies - The company plans to continue focusing on its core business areas while exploring opportunities for market expansion and potential acquisitions[19] - The group plans to continue exploring various acquisition opportunities and business collaborations to strengthen its market position in Hong Kong's valuation and advisory industry[127] - The group aims to enhance its core strategy by providing comprehensive quality services to become a leading valuation and advisory service provider in Hong Kong[127] - The group will monitor its financial condition and seek new business opportunities to achieve growth and profitability amid a challenging market environment[127]

[Financial Highlights](index=3&type=section&id=Financial%20Highlights) The company reported a significant revenue decline and an expanded loss for the three months ended June 30, 2022 Financial Highlights for the Three Months Ended June 30, 2022 | Metric | Value | | :--- | :--- | | Revenue | approx. HKD 13.5 million (29.6% year-on-year decrease) | | Loss for the period | approx. HKD 3.1 million (HKD 1.0 million loss in prior period) | | Basic and diluted loss per share | HKD 0.46 cents | | Dividend | Not declared | [Unaudited Condensed Consolidated Financial Statements](index=4&type=section&id=Unaudited%20Condensed%20Consolidated%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements, including the statement of comprehensive income and statement of changes in equity [Unaudited Condensed Consolidated Statement of Comprehensive Income](index=4&type=section&id=Unaudited%20Condensed%20Consolidated%20Statement%20of%20Comprehensive%20Income) The company recorded HKD 13.494 million in revenue, a 29.6% year-on-year decrease, leading to an expanded loss of HKD 3.129 million for the period Results Overview for the Three Months Ended June 30, 2022 | Item | Three Months Ended June 30, 2022 (HKD thousands) | Three Months Ended June 30, 2021 (HKD thousands) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Revenue | 13,494 | 19,156 | -29.6% | | Other income | 3,524 | 614 | +474.0% | | Employee benefit expenses | (9,964) | (11,357) | -12.3% | | Finance costs | (1,510) | (483) | +212.6% | | Loss before income tax | (3,148) | (895) | +251.7% | | Loss for the period | (3,129) | (1,009) | +210.1% | | Basic and diluted loss per share (HKD cents) | (0.46) | (0.16) | +187.5% | [Unaudited Condensed Consolidated Statement of Changes in Equity](index=5&type=section&id=Unaudited%20Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) Total equity decreased to HKD 362.5 million as of June 30, 2022, primarily due to the HKD 3.129 million loss incurred during the period - As of June 30, 2022, the Group's total equity was **HKD 362,522 thousand**, a decrease from **HKD 365,651 thousand** as of April 1, 2022, mainly due to a **loss for the period of HKD 3,129 thousand**[7](index=7&type=chunk) [Notes to the Consolidated Financial Statements](index=6&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) This section provides detailed notes on the company's financial statements, covering general information, revenue, expenses, and other financial items [General Information and Basis of Preparation](index=6&type=section&id=1.%20General%20Information%20and%20Basis%20of%20Preparation) The company, an investment holding entity registered in Cayman Islands, prepares its financial statements in HKD under Hong Kong Financial Reporting Standards, with no significant impact from new standards - The Group primarily engages in providing **valuation and advisory services, financing services, and securities brokerage, placing and underwriting, and investment advisory and asset management services**[9](index=9&type=chunk) - The unaudited condensed consolidated financial statements are prepared in accordance with **Hong Kong Financial Reporting Standards** and the disclosure requirements of the Hong Kong Companies Ordinance[11](index=11&type=chunk) - The adoption of new and revised Hong Kong Financial Reporting Standards had **no significant impact** on the preparation and presentation of the results and financial position for the current and prior periods[15](index=15&type=chunk) [Revenue](index=8&type=section&id=3.%20Revenue) Total revenue declined by 29.6% to HKD 13.494 million, mainly due to a significant decrease in valuation and advisory services, partially offset by growth in financing services interest income Revenue Segment Details | Revenue Source | 2022 (HKD thousands) | 2021 (HKD thousands) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Valuation and advisory services | 7,306 | 13,790 | -47.0% | | Securities brokerage, placing and underwriting, etc | 76 | 916 | -91.7% | | Interest income from financing services | 6,112 | 4,450 | +37.3% | | **Total** | **13,494** | **19,156** | **-29.6%** | [Other Income](index=9&type=section&id=4.%20Other%20Income) Other income significantly increased to HKD 3.524 million, driven by a one-off gain from asset disposal, new management fee income, and government subsidies - The period recorded a **gain of HKD 1.26 million from the disposal of a motor vehicle** and **management fee income of HKD 1.092 million**, with no such income in the prior period[25](index=25&type=chunk) - The Group received **HKD 0.488 million in government subsidies** under the Hong Kong "Employment Support Scheme," with no such subsidy in the prior period[25](index=25&type=chunk) [Employee Benefit Expenses](index=9&type=section&id=5.%20Employee%20Benefit%20Expenses) Employee benefit expenses decreased by 12.3% to HKD 9.964 million, primarily due to reduced staff costs following the disposal of a subsidiary Employee Benefit Expenses Breakdown | Item | 2022 (HKD thousands) | 2021 (HKD thousands) | | :--- | :--- | :--- | | Salaries and allowances | 9,356 | 10,762 | | Contributions to defined contribution retirement plans | 249 | 305 | | Other benefits | 359 | 290 | | **Total** | **9,964** | **11,357** | [Loss Before Income Tax](index=10&type=section&id=6.%20Loss%20Before%20Income%20Tax) The loss before income tax was significantly impacted by a net exchange loss of HKD 2.825 million, contrasting with an exchange gain in the prior period - The period recorded a **net exchange loss of HKD 2,825 thousand**, compared to an exchange gain of **HKD 861 thousand** in the prior period, negatively impacting profitability[27](index=27&type=chunk) [Finance Costs](index=11&type=section&id=7.%20Finance%20Costs) Finance costs more than doubled to HKD 1.51 million, primarily due to increased interest expenses on bank and other borrowings Finance Costs Breakdown | Item | 2022 (HKD thousands) | 2021 (HKD thousands) | | :--- | :--- | :--- | | Interest on bank borrowings | 293 | 128 | | Interest on other borrowings | 1,195 | 311 | | Finance charges on lease liabilities | 22 | 44 | | **Total** | **1,510** | **483** | [Dividends and Loss Per Share](index=12&type=section&id=9.%20Dividends%20and%2010.%20Loss%20Per%20Share) The board resolved not to declare any dividends for the period, while basic and diluted loss per share increased to HKD 0.46 cents due to expanded losses - The Board resolved **not to declare any dividends** for the period[34](index=34&type=chunk) Loss Per Share Calculation | Item | 2022 | 2021 | | :--- | :--- | :--- | | Loss (HKD thousands) | (3,129) | (1,009) | | Weighted average number of shares (thousand shares) | 684,542 | 617,876 | | **Basic and diluted loss per share (HKD cents)** | **(0.46)** | **(0.16)** | [Management Discussion and Analysis](index=13&type=section&id=Management%20Discussion%20and%20Analysis) This section provides management's perspective on the company's operational and financial performance, capital structure, and future outlook [Business and Financial Review](index=13&type=section&id=Business%20and%20Financial%20Review) The group's revenue decreased by 29.6% year-on-year, expanding the loss attributable to owners to HKD 3.1 million, primarily due to the disposal of a subsidiary [Revenue Analysis](index=13&type=section&id=Revenue%20Analysis) Valuation and advisory services revenue declined by 47.0% due to a subsidiary disposal, while financing services interest income increased by 37.3% from a larger loan portfolio - Revenue from valuation and advisory services decreased by **47.0%**, primarily due to the **disposal of a subsidiary** engaged in environmental, social, and governance reporting services in March 2022[39](index=39&type=chunk) - Interest income from financing services increased by **37.3%**, mainly due to a **larger loan portfolio** during the period compared to the prior period[39](index=39&type=chunk) [Other Income and Expense Analysis](index=14&type=section&id=Other%20Income%20and%20Expense%20Analysis) Other income significantly increased due to a one-off gain from asset disposal and government subsidies, while employee benefit expenses decreased following a subsidiary sale - Other income increased primarily due to a **one-off gain of approximately HKD 1.3 million from the disposal of property, plant, and equipment**, and **government subsidies** received under the Employment Support Scheme[43](index=43&type=chunk) - Employee benefit expenses decreased by approximately **12.3%**, mainly due to the **disposal of a subsidiary**[44](index=44&type=chunk) - The increase in finance costs is consistent with **new other borrowings** to meet operational needs[48](index=48&type=chunk) [Loss for the Period Analysis](index=15&type=section&id=Loss%20for%20the%20Period%20Analysis) The loss attributable to owners expanded from HKD 1.0 million to HKD 3.1 million, primarily due to a HKD 5.7 million revenue decrease outweighing other income gains - The increase in loss is mainly due to a **decrease in revenue of approximately HKD 5.7 million** during the period, which outweighed the offsetting effect of an increase in other income, primarily from a one-off gain on asset disposal and government subsidies, of approximately **HKD 2.9 million**[50](index=50&type=chunk) [Capital Structure](index=16&type=section&id=Capital%20Structure) As of June 30, 2022, HKD 63 million of the 2017 rights issue proceeds remained unutilized, with management exercising caution due to the COVID-19 pandemic Use of Proceeds from 2017 Rights Issue | Use | Intended Use (HKD millions) | Utilized as of June 30, 2022 (HKD millions) | Unutilized Funds (HKD millions) | | :--- | :--- | :--- | :--- | | Expansion of financing business | 135.0 | 135.0 | – | | Investment in potential businesses | 90.0 | 27.0 | 63.0 | | General working capital | 33.0 | 33.0 | – | | **Total** | **258.0** | **195.0** | **63.0** | - Due to the economic impact of the **COVID-19 pandemic**, management has been more cautious in seeking potential businesses, leading to delays in fund utilization[54](index=54&type=chunk) - The company expects the unutilized funds to be used by **March 31, 2023**[55](index=55&type=chunk) [Future Prospects](index=17&type=section&id=Future%20Prospects) The group aims to strengthen its market position in valuation and advisory services, explore M&A opportunities, and leverage 'Belt and Road' and Greater Bay Area initiatives for growth - The core strategy is to become a **leading valuation and advisory services provider in Hong Kong**, and the Group will continue to explore **M&A opportunities and business collaborations** to consolidate its market position[58](index=58&type=chunk) - The "Belt and Road" initiative and the Greater Bay Area development are expected to create **new opportunities for Hong Kong as an international financial hub**, and the Group will identify new opportunities for growth[58](index=58&type=chunk) - The Group firmly believes that **valuation and advisory services will remain a primary source of revenue** in the coming years, while financing services will become more robust[58](index=58&type=chunk) [Directors' and Major Shareholders' Interests in Shares](index=18&type=section&id=Directors%27%20and%20Major%20Shareholders%27%20Interests%20in%20Shares) As of June 30, 2022, Executive Director Mr. Yu Ji Hua held 2.50% interest, while major shareholder Aperto Investments Limited held 29.91% interest Directors' and Major Shareholders' Shareholdings | Name/Entity | Capacity | Number of Shares Held | Approximate Percentage of Interest | | :--- | :--- | :--- | :--- | | Mr. Yu Ji Hua | Director/Interest of controlled corporation | 17,540,000 | 2.50% | | Aperto Investments Limited | Major Shareholder/Beneficial owner | 210,000,000 | 29.91% | | Mr. Luk Kee Yan | Major Shareholder/Interest of controlled corporation | 210,000,000 | 29.91% | [Corporate Governance Practices](index=20&type=section&id=Corporate%20Governance%20Practices) The company generally complied with corporate governance codes, with one deviation where the Chairman and CEO roles are held by the same individual, Mr. Yu Ji Hua - The company deviated from Corporate Governance Code provision C.2.1, which states that the roles of chairman and chief executive should be separate, as **Mr. Yu Ji Hua holds both positions**[69](index=69&type=chunk)[71](index=71&type=chunk) - The Board believes that combining the two roles provides **strong and consistent leadership**, and is more efficient in planning and executing business decisions[71](index=71&type=chunk) - The Audit Committee, comprising three independent non-executive directors, has **reviewed the unaudited condensed consolidated financial statements and report**[76](index=76&type=chunk)

ROMA 羅 馬 集 團 有 限 公 司 於開曼群島註冊成立的有限公司 股份代號: 8072 年報 2021/2022 *僅供識別 0 香港聯合交易所有限公司（「聯交所」）GEM之特色 GEM之定位，乃為中小型公司提供一個上市之市場，此等公司相比起其他在聯交所上市之公司帶有較高投資風險。有 意投資之人士應瞭解投資於該等公司之潛在風險，並應經過審慎周詳之考慮後方作出投資決定。 由於GEM上市公司普遍為中小型公司，在GEM買賣之證券可能會較於主板買賣之證券承受較大之市場波動風險，同 時無法保證在GEM買賣之證券會有高流通量之市場。 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報告的內容概不負責，對其準確性或完整性亦不發表任何 聲明，並明確表示，概不就因本報告全部或任何部分內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 本報告乃遵照聯交所GEM證券上市規則（「GEM上市規則」）而刊載，旨在提供有關羅馬集團有限公司（「本公司」）之資料， 本公司各董事（「董事」）願就本報告共同及個別地承擔全部責任，並在作出一切合理查詢後確認，就彼等所深知及確信， 本報告所載資料在各重大方面均屬準確及完整，並無誤導或欺 ...

香港聯合交易所有限公司（「聯交所」）GEM之特色 GEM之定位，乃為中小型公司提供一個上市之市場，此等公司相比起其他在聯交所上市 之公司可能帶有較高投資風險。有意投資之人士應瞭解投資於該等公司之潛在風險，並應 經過審慎周詳之考慮後方作出投資決定。 由於GEM上市公司普遍為中小型公司，在GEM買賣之證券可能會較於主板買賣之證券承 受較大之市場波動風險，同時無法保證在GEM買賣之證券會有高流通量之市場。 香港交易及結算所有限公司及聯交所對本報告之內容概不負責，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報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。 本報告乃遵照聯交所GEM證券上市規則（「GEM上市規則」）而刊載，旨在提供有關羅馬集 團有限公司（「本公司」）之資料。本公司各董事（「董事」）願就本報告共同及個別地承擔全 部責任，並在作出一切合理查詢後確認，就彼等所深知及確信，本報告所載資料在各重大 方面均屬準確及完整，並無誤導或欺詐成分，亦無遺漏任何其他事項，足以令致本報告所 載任何陳述或本報告產生誤導。 1 二零二一年／二零二二年第三季度業績報告 財務摘要 截至二零二一 ...

香港聯合交易所有限公司（「聯交所」）GEM之特色 GEM之定位，乃為中小型公司提供一個上市之市場，此等公司相比起其他在聯交所上市 之公司可能帶有較高投資風險。有意投資之人士應瞭解投資於該等公司之潛在風險，並應 經過審慎周詳之考慮後方作出投資決定。 由於GEM上市公司普遍為中小型公司，在GEM買賣之證券可能會較於主板買賣之證券承 受較大之市場波動風險，同時無法保證在GEM買賣之證券會有高流通量之市場。 香港交易及結算所有限公司及聯交所對本報告之內容概不負責，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報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。 本報告乃遵照聯交所GEM證券上市規則（「GEM上市規則」）而刊載，旨在提供有關羅馬集 團有限公司（「本公司」）之資料。本公司各董事（「董事」）願就本報告共同及個別地承擔全 部責任，並在作出一切合理查詢後確認，就彼等所深知及確信，本報告所載資料在各重大 方面均屬準確及完整，並無誤導或欺詐成分，亦無遺漏任何其他事項，足以令致本報告所 載任何陳述或本報告產生誤導。 1 二零二一年／二零二二年中期報告 截至二零二一年九月三十日止六個 ...

香港聯合交易所有限公司（「聯交所」）GEM之特色 GEM之定位，乃為中小型公司提供一個上市之市場，此等公司相比起其他在聯交所上市 之公司可能帶有較高投資風險。有意投資之人士應瞭解投資於該等公司之潛在風險，並應 經過審慎周詳之考慮後方作出投資決定。 由於GEM上市公司普遍為中小型公司，在GEM買賣之證券可能會較於主板買賣之證券承 受較大之市場波動風險，同時無法保證在GEM買賣之證券會有高流通量之市場。 香港交易及結算所有限公司及聯交所對本報告之內容概不負責，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報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。 本報告乃遵照聯交所GEM證券上市規則（「GEM上市規則」）而刊載，旨在提供有關羅馬集 團有限公司（「本公司」）之資料。本公司各董事（「董事」）願就本報告共同及個別地承擔全 部責任，並在作出一切合理查詢後確認，就彼等所深知及確信，本報告所載資料在各重大 方面均屬準確及完整，並無誤導或欺詐成分，亦無遺漏任何其他事項，足以令致本報告所 載任何陳述或本報告產生誤導。 1 二零二一年／二零二二年第一季度業績報告 財務摘要 截至二零二一 ...

ROMA 键 篇 集 團 卓 限 公 司 * 於開曼群島註冊成立的有限公司 股份代號: 8072 年 科技 2020/2021 -128 (45) *僅供識別 香港聯合交易所有限公司（「聯交所」）GEM之特色 GEM之定位，乃為中小型公司提供一個上市之市場，此等公司相比起其他在聯交所上市之公司帶有較高投資風險。有 意投資之人士應瞭解投資於該等公司之潛在風險，並應經過審慎周詳之考慮後方作出投資決定。 由於GEM上市公司普遍為中小型公司，在GEM買賣之證券可能會較於主板買賣之證券承受較大之市場波動風險，同 時無法保證在GEM買賣之證券會有高流通量之市場。 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報告的內容概不負責，對其準確性或完整性亦不發表任何 聲明，並明確表示，概不就因本報告全部或任何部分內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 本報告乃遵照聯交所GEM證券上市規則（「GEM上市規則」）而刊載，旨在提供有關羅馬集團有限公司（「本公司」）之資料， 本公司各董事（「董事」）願就本報告共同及個別地承擔全部責任，並在作出一切合理查詢後確認，就彼等所深知及確信， 本報告所載資料在各重大方面均屬 ...

香港聯合交易所有限公司（「聯交所」）GEM之特色 GEM之定位，乃為中小型公司提供一個上市之市場，此等公司相比起其他在聯交所上市 之公司可能帶有較高投資風險。有意投資之人士應瞭解投資於該等公司之潛在風險，並應 經過審慎周詳之考慮後方作出投資決定。 由於GEM上市公司普遍為中小型公司，在GEM買賣之證券可能會較於主板買賣之證券承 受較大之市場波動風險，同時無法保證在GEM買賣之證券會有高流通量之市場。 香港交易及結算所有限公司及聯交所對本報告之內容概不負責，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報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。 本報告乃遵照聯交所GEM證券上市規則（「GEM上市規則」）而刊載，旨在提供有關羅馬集 團有限公司（「本公司」）之資料。本公司各董事（「董事」）願就本報告共同及個別地承擔全 部責任，並在作出一切合理查詢後確認，就彼等所深知及確信，本報告所載資料在各重大 方面均屬準確及完整，並無誤導或欺詐成分，亦無遺漏任何其他事項，足以令致本報告所 載任何陳述或本報告產生誤導。 1 財務摘要 截至二零二零年十二月三十一日止九個月： 2 — 收入 ...