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公告的內容概不負 責，對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部 或任何部分內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 仍志集團控股有限公司 WISDOMCOME GROUP HOLDINGS LIMITED （於百慕達存續之有限公司） （股份代號：8079） 截至二零二五年三月三十一日止年度之年度業績公告 香 港 聯 合 交 易 所 有 限 公 司（「聯 交 所」）GEM的特點 GEM之定位，乃為相比起其他在聯交所上市之公司帶有較高投資風險之中小型 公司提供一個上市之市場。有意投資之人士應了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。 鑒 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 的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。 本公告乃遵照聯交所GEM證 券 上 市 規 則（「GEM上市規則」）之 規 定 提 供 有 關 仍 志 集 團 控 股 有 限 公 司（「本公司」）之 資 料；本 公 司 各 董 事（「董 事」）就 本 ...

| --- | --- | |-----------------------------------------------------------------|-----------------------------------| | | | | 仍志集團控股有限公司 | | | | Wisdomcome Group Holdings Limited | | | | | Continued in Bermuda with limited liability Stock Code : 8079 | | INTERIM REPORT 2024/25 | --- | --- | |----------------------------------------------------------------------------------------------|-------| | | | | | | | 仍志集團控股有限公司 Wisdomcome Group Holdings Limited 於百慕達存續之有限公司 股份代號：8079 | | | | | 中期報告 2024/25 香 港 聯 合 交 易 ...

仍志集團控股有限公司 WISDOMCOME GROUP HOLDINGS LIMITED （於百慕達存續之有限公司） （股份代號：8079） 截至二零二四年九月三十日止六個月之業績公佈 香 港 聯 合 交 易 所 有 限 公 司（「聯 交 所」）GEM的特色 GEM之定位乃為相比起其他在聯交所上市之公司帶有較高投資風險之中小型公 司 提 供 一 個 上 市 之 市 場。有 意 投 資 之 人 士 應 了 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上市之公司一般為中小型公司，在GEM買賣之證券可能會較於聯交所 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 公 佈 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 佈 全 部 或 任 何 部 分 內 容 而 產生或因依據該等內容而引致之任何損失承擔任何責任。 本 公 佈（仍 志 集 團 控 股 ...

Financial Performance - For the fiscal year ending March 31, 2024, the company reported total revenue of HKD 53,318,000, a decrease of 25.3% compared to HKD 71,399,000 for the previous year[5]. - The company incurred a loss of HKD 114,648,000 for the fiscal year 2024, which is a significant increase from the loss of HKD 54,104,000 in 2023[5]. - Total assets decreased to HKD 86,850,000 in 2024 from HKD 188,730,000 in 2023, reflecting a decline of 54.0%[5]. - The total liabilities for the fiscal year 2024 were reported at HKD 14,292,000, a decrease from HKD 17,024,000 in 2023[5]. - For the fiscal year ending March 31, 2024, the company's revenue was approximately HKD 53,300,000, a decrease from HKD 71,400,000 in 2023, reflecting a decline of about 25.4%[15]. - The group's revenue for the retail and wholesale business for the year ending March 31, 2024, is approximately HKD 39,300,000, a decrease from HKD 49,300,000 in 2023, representing a decline of about 20.3%[33][34]. Lending Business - The lending business generated approximately HKD 14,000,000 in revenue, continuing to be a core business for the company[8]. - The lending business generated revenue of approximately HKD 14,000,000 for the fiscal year, down from HKD 22,100,000 in 2023, indicating a decrease of about 36.3%[16]. - As of March 31, 2024, overdue loans less than 30 days and overdue loans over 30 days were approximately HKD 2,617,000 and HKD 14,590,000, respectively[16]. - The company will continue to implement strict credit policies to maintain the quality of its loan portfolio and ensure stable interest income[9]. - The company is facing increased competition from new entrants in the lending market, which has intensified market conditions[15]. - The company has adopted a cautious approach in its lending operations due to rising market interest rates and a decrease in borrowing demand[15]. - The company emphasizes a rigorous credit risk assessment policy to minimize lending risks, primarily serving Hong Kong residents[17]. - As of March 31, 2024, the total outstanding loans and advances amounted to approximately HKD 41,511,000[24]. Product Development and Market Strategy - The company aims to introduce more affordable health and wellness products in response to increasing consumer demand post-COVID-19[9]. - The company is focusing on developing its own brand products and sourcing various types of products from local and overseas suppliers to adapt to changing customer demands[13]. - The company has secured exclusive distribution rights for health supplement products from FromBio Co. Limited, enhancing its product offerings in the health sector[13]. - The group is focusing on health and wellness products, as well as its own ready-to-eat food products, in response to the growing demand in the health supplement market[32]. - The group plans to expand its retail presence by opening new physical stores in Hong Kong and the Greater Bay Area for pet products and health supplements[32]. Cost Management and Efficiency - Cost reduction and efficiency improvement measures are prioritized to achieve profitability, with a focus on returning to normal profit levels[9]. - The company is actively seeking suitable investment opportunities to diversify its business across different industry sectors[10]. Corporate Governance - The company has adhered to the corporate governance code based on GEM listing rules throughout the fiscal year ending March 31, 2024[108]. - The board held 9 meetings and 3 shareholder meetings during the fiscal year[112]. - The company has confirmed compliance with the trading standards as per GEM listing rules for the fiscal year ending March 31, 2024[111]. - The independent non-executive directors have submitted annual independence confirmation letters, affirming their independence according to GEM listing rules[113]. - The chairman and CEO roles are separated, with Mr. Chan being the chairman and Ms. Siu as the CEO, in compliance with governance code[115]. - The company established a Compensation Committee consisting of four independent non-executive directors and three executive directors, which held two meetings during the fiscal year ending March 31, 2024[116]. Environmental, Social, and Governance (ESG) Initiatives - The company is committed to environmental sustainability and compliance with relevant environmental laws and regulations[139]. - The company has integrated environmental, social, and governance (ESG) considerations into its daily operations to pursue sustainable business development[180]. - The company conducts at least one corporate risk assessment annually to identify current and potential risks, including environmental, social, and governance aspects[181]. - The company has identified key environmental, social, and governance issues through a materiality assessment, prioritizing resources based on stakeholder concerns[185]. - The total greenhouse gas emissions for the year were approximately 395.89 tons, a reduction of 105.2 tons or 21% compared to the previous fiscal year[196]. - The company aims to adopt various energy-saving measures to further reduce greenhouse gas emissions in the future[196]. Shareholder Communication and Capital Management - The company emphasizes effective communication with shareholders and timely disclosure of important information[135]. - The company has adopted a shareholder communication policy to ensure effective communication with shareholders through various channels[138]. - The company issued 1,555,932,093 shares at a subscription price of HKD 0.045 per share, raising approximately HKD 70,000,000 before expenses[55]. - The net proceeds from the rights issue are estimated to be around HKD 64,500,000, equivalent to a net subscription price of approximately HKD 0.041 per share[55]. - The company does not recommend the payment of any dividends for the year ending March 31, 2024, similar to the previous year[91]. Employee and Management Information - The company had 38 full-time employees as of March 31, 2024, down from 75 in the previous year, with total employee compensation of approximately HKD 20,800,000[64]. - The company has established a remuneration committee to review the remuneration policies based on operational performance and market practices[157]. - The stock option plan adopted on May 29, 2023, allows for the issuance of up to 51,864,403 shares, representing 10% of the total shares issued as of the adoption date[161].

Financial Performance - For the fiscal year ending March 31, 2024, the company reported total revenue from lending of HKD 14,029,000, a decrease of 36.4% compared to HKD 22,062,000 in the previous year[5]. - Revenue from the sale of goods was HKD 39,289,000, down 20.4% from HKD 49,337,000 in the prior year[5]. - The gross profit from the sale of goods was HKD 6,120,000, representing a decline of 25.6% from HKD 8,216,000 year-over-year[5]. - The company recorded a net loss of HKD 114,648,000 for the year, compared to a net loss of HKD 54,104,000 in the previous year, indicating a significant increase in losses[7]. - Basic and diluted loss per share was HKD 0.23, compared to HKD 0.15 in the previous year, reflecting a worsening financial position[7]. - Total reported segment revenue for 2024 was HKD 53,318,000, a decline of 25.3% compared to HKD 71,399,000 in 2023[25]. - The company reported a pre-tax loss of HKD 114,662,000 for 2024, compared to a loss of HKD 54,090,000 in 2023, indicating an increase in losses of approximately 112%[26]. - The company recorded investment and other income of HKD 1,714,000 in 2024, down from HKD 3,755,000 in 2023, a decrease of about 54%[30]. - The net loss from other income and expenses increased significantly to HKD 46,302,000 in 2024 from HKD 7,050,000 in 2023, marking a rise of approximately 558%[31]. Assets and Liabilities - Total assets decreased to HKD 63,955,000 from HKD 135,977,000, a decline of 53% year-over-year[9]. - The company's cash and cash equivalents dropped significantly to HKD 4,913,000 from HKD 25,820,000, a decrease of 81%[9]. - The total equity attributable to the owners of the company fell to HKD 72,803,000 from HKD 171,706,000, a reduction of 57.5%[10]. - Total assets decreased from HKD 188,730,000 in 2023 to HKD 86,850,000 in 2024, a reduction of about 54%[26]. - Total liabilities also decreased from HKD 17,024,000 in 2023 to HKD 14,292,000 in 2024, representing a decline of approximately 16%[26]. - The group’s total liabilities for trade payables and other payables increased to HKD 10,251,000 in 2024 from HKD 7,779,000 in 2023[49]. Revenue Segments - Revenue from customer contracts under HKFRS 15 for the year 2024 was HKD 39,289,000, a decrease of 20.4% from HKD 49,337,000 in 2023[21]. - Revenue from lending for the year 2024 was HKD 14,029,000, down 36.4% from HKD 22,062,000 in 2023[25]. - The gross loss from lending operations for 2024 was HKD 16,830,000, compared to a profit of HKD 2,041,000 in 2023[25]. - The gross loss from grocery retail and wholesale for 2024 was HKD 14,939,000, compared to a loss of HKD 21,306,000 in 2023[25]. - Revenue from the retail and wholesale segment for the year ending March 31, 2024, is approximately HKD 39,300,000, a decrease of about 20.3% compared to HKD 49,300,000 in 2023, attributed to increased competition in the market[81]. Credit Loss Provisions - The company reported a significant increase in expected credit loss provisions for loans and advances, amounting to HKD 22,644,000 in 2024, compared to HKD 8,355,000 in 2023[25]. - The expected credit loss for loans and advances to customers is approximately HKD 22,600,000 for the year ending March 31, 2024, compared to HKD 8,400,000 for the year 2023, indicating a significant increase due to the impact of COVID-19 and economic downturn on borrowers' repayment capabilities[80]. Corporate Governance and Compliance - The board approved the financial statements for publication on June 26, 2024, indicating ongoing governance and compliance efforts[14]. - The audit committee, consisting of four independent non-executive directors, reviewed the company's annual performance for the year ended March 31, 2024[135]. - The consolidated financial statements for the year ending March 31, 2024, have been verified by the independent auditor, confirming the accuracy of the reported figures[136]. - The board of directors has confirmed that all information provided in the announcement is accurate and complete, with no misleading statements or omissions[140]. Share Capital and Equity - The average number of ordinary shares increased from 366,859,658 in 2023 to 506,391,976 in 2024, reflecting a rise of approximately 38%[38]. - The company’s total issued share capital as of March 31, 2024, will be 518,644,031 shares after the completion of subscription matters A and B[107]. - The company conducted a rights issue on August 15, 2023, issuing 1,555,932,093 shares at a subscription price of HKD 0.045 per share, raising approximately HKD 70,000,000 before expenses[112]. - The company agreed to terminate the underwriting agreement on January 16, 2024, due to current market conditions and investor sentiment[112]. Acquisitions and Investments - The company has agreed to acquire 90.1% of the shares in Lian Wang Limited for HKD 1,000,000, subject to certain conditions and completion of the transaction[86]. - The acquisition of 90.1% equity in Pet Supermarket Limited has been completed, and its financial data will be consolidated into the group's financial statements[95]. - The company has established a management agreement with the seller of Pet Supermarket to provide management services for a specified term[97]. - The company is actively exploring new investment opportunities to broaden its business scope and maximize shareholder returns[85]. Operational Adjustments - The group plans to enhance and upgrade its e-commerce system to meet evolving customer needs[55]. - The group is committed to improving its electronic commerce software to better serve customer demands[55]. - The company has launched new product lines in pet products and human health supplements, leading to an increase in inventory and deposits as of March 31, 2024[84]. Employee Compensation - The total employee compensation for the year ended March 31, 2024, was approximately HKD 20,800,000, down from HKD 33,200,000 in 2023, with a reduction in full-time employees from 75 to 38[125]. Miscellaneous - The company changed its name from "Easy Repay Finance & Investment Limited" to "Wisdomcome Group Holdings Limited," effective June 4, 2023, in Bermuda and June 16, 2023, in Hong Kong[108].

仍志集團控股有限公司 WISDOMCOME GROUP HOLDINGS LIMITED （前稱「Easy Repay Finance & Investment Limited （易還財務投資有限公司）」） （於百慕達存續之有限公司） （股份代號：8079） 截至二零二三年九月三十日止六個月之業績公佈 香港聯合交易所有限公司（「聯交所」）GEM的特色 GEM之定位乃為相比起其他在聯交所上市之公司帶有較高投資風險之中小型公 司提供一個上市之市場。有意投資之人士應了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上市之公司一般為中小型公司，在GEM買賣之證券可能會較於聯交所 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公佈之內容概不負責，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佈全部或任何部分內容而 產生或因依據該等內容而引致之任何損失承擔任何責任。 本公佈（仍志集團控股有限公司（「本公司」）各董事（「董事」）願共同及個別對此負 全責）乃遵照香港聯交所《GEM證券上市規則》（「 ...

Financial Performance - The company's revenue for the six months ended September 30, 2023, was approximately HKD 24,900,000, a decrease of 40.7% compared to HKD 42,000,000 for the same period in 2022[4] - The loss attributable to the owners of the company for the six months ended September 30, 2023, was approximately HKD 18,100,000, compared to a loss of HKD 8,400,000 for the same period in 2022, representing an increase of 115.5%[4] - The gross profit for the six months ended September 30, 2023, was HKD 11,339,000, down 51.1% from HKD 23,231,000 in the same period of 2022[5] - Operating loss for the six months ended September 30, 2023, was HKD 17,620,000, compared to HKD 7,989,000 for the same period in 2022, indicating a deterioration in operational performance[5] - The company reported a net loss of HKD 18,138,000 for the six months ended September 30, 2023, compared to a net loss of HKD 8,368,000 for the same period in 2022, indicating a deterioration in performance[20] - Total revenue for the six months ended September 30, 2023, was HKD 24,937,000, a decrease from HKD 42,013,000 in the same period of 2022, reflecting a decline of approximately 40.6%[20] - The company reported a pre-tax loss of HKD 8,368,000 for the six months ended September 30, 2023, compared to a loss of HKD 4,650,000 for the same period in 2022, indicating a worsening of financial performance[24] - Basic and diluted loss per share for the six months ended September 30, 2023, was HKD 18,092,000, compared to HKD 8,368,000 for the same period in 2022, reflecting an increase in losses[30] Dividend and Equity - The board of directors does not recommend the payment of an interim dividend for the six months ended September 30, 2023, consistent with the previous year[4] - The total equity attributable to the owners of the company as of September 30, 2023, was HKD 169,069,000, a slight decrease from HKD 171,706,000 as of March 31, 2023[11] - The company’s total equity as of September 30, 2023, was HKD 169,069,000, a decrease from HKD 207,623,000 at the end of the previous reporting period[20] - The company issued new shares generating HKD 17,200,000 during the period, which helped to bolster its equity position despite ongoing losses[20] Cash Flow and Liquidity - The company's cash and cash equivalents decreased to HKD 8,197,000 as of September 30, 2023, down from HKD 25,820,000 as of March 31, 2023[9] - The net current assets as of September 30, 2023, were HKD 102,498,000, compared to HKD 120,420,000 as of March 31, 2023, reflecting a decline in liquidity[11] - The company incurred a net cash outflow from operating activities of HKD 24,411,000 for the six months ended September 30, 2023, compared to HKD 6,512,000 in the previous year, representing a significant increase in cash burn[14] - Cash and cash equivalents decreased by HKD 17,623,000 during the period, ending at HKD 8,197,000 compared to HKD 17,156,000 at the end of the same period last year[14] Revenue Segments - The retail and wholesale segments generated revenues of HKD 8,133,000 and HKD 16,804,000 respectively, contributing to a total segment revenue of HKD 24,937,000[22] - The lending business generated revenue of approximately HKD 8.1 million during the six-month period, with expectations for sustainable income in the future[54] - Retail and wholesale business revenue was approximately HKD 16.8 million, down about 34.7% from HKD 25.8 million in the same period last year[56] Employee and Management - The total expenses related to employee benefits for the six months ended September 30, 2023, were HKD 9,897,000, down from HKD 12,148,000 in the same period of 2022, showing a reduction of approximately 18.5%[27] - The total remuneration for key management personnel for the six months ended September 30, 2023, was HKD 2,268,000, up from HKD 1,625,000 for the same period in 2022, representing an increase of about 39.6%[41] - The company has approximately 57 employees as of September 30, 2023, down from 89 employees a year earlier[64] Corporate Governance - The company has established an Audit Committee to review financial reports and internal control processes, consisting of four independent non-executive directors[74] - The company has complied with the corporate governance code as per GEM Listing Rules during the six-month period[73] - The company has formed a Remuneration Committee to review and set remuneration policies based on operational performance and market practices[77] - The company has established a Nomination Committee to review and recommend changes in directorship[78] - The Audit Committee has reviewed the unaudited consolidated results for the six-month period, confirming compliance with applicable accounting standards[76] Investments and Impairments - The company experienced a loss of HKD 1,662,000 from impairment of interests in associates during the reporting period, indicating challenges in its investment portfolio[20] - The company’s investment in associates showed a net decrease in value due to impairment losses, with a recorded loss of HKD 16,132,000 as of September 30, 2023[33] - The company’s share of results from associates was HKD 13,000 for the six months ended September 30, 2023, a decrease from HKD 1,287,000 in the same period of 2022[24] Financial Assets - The total value of financial assets at fair value through profit or loss increased from HKD 32,571,000 as of March 31, 2023, to HKD 35,763,000 as of September 30, 2023[35] - The fair value of listed equity securities increased to HKD 4,222,000 as of September 30, 2023, compared to HKD 954,000 as of March 31, 2023, indicating a substantial rise of approximately 342.5%[43] - The fair value of unlisted funds was HKD 27,941,000 as of September 30, 2023, slightly decreasing from HKD 28,017,000 as of March 31, 2023, a decrease of about 0.3%[43] Shareholder Information - As of September 30, 2023, Mr. Chen En-Te holds approximately 34.94% of the company's issued share capital through Baofeng Management Limited, which he fully owns[70] - The total issued and paid-up ordinary shares increased to 518,644,031 shares as of September 30, 2023, from 432,644,031 shares as of March 31, 2023, reflecting an increase of approximately 19.9%[38] Future Plans - The company proposed a rights issue to raise approximately HKD 70 million, with a subscription price of HKD 0.045 per share[60] - The company launched new product lines in pet products and human health supplements, leading to a significant increase in inventory and deposits[57]

仍志集團控股有限公司 WISDOMCOME GROUP HOLDINGS LIMITED （前稱「Easy Repay Finance & Investment Limited （易還財務投資有限公司）」） （於百慕達存續之有限公司） （股份代號：8079） 截至二零二三年六月三十日止三個月之第一季業績公佈 香港聯合交易所有限公司（「聯交所」）GEM之特色 GEM的定位，乃為中小型公司提供一個上市的市場，此等公司相比起其他在聯 交所上市的公司帶有較高投資風險。有意投資的人士應了解投資於該等公司的 潛在風險，並應經過審慎周詳的考慮後方作出投資決定。 由於GEM上市公司普遍為中小型公司，在GEM買賣的證券可能會較於聯交所主 板買賣之證券承受較大的市場波動風險，同時無法保證在GEM買賣的證券會有 高流通量的市場。 香港交易及結算所有限公司及聯交所對本公佈之內容概不負責，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佈全部或任何部分內容而 產生或因依據該等內容而引致之任何損失承擔任何責任。 本公佈（仍志集團控股有限公司（「本公司」）董事（「董事」）願共同及個別對此負全責） 乃遵照香港聯合交易所有限公司G ...

Financial Performance - The company's revenue for the three months ended June 30, 2023, was approximately HKD 11,500,000, a decrease of about 47.7% compared to HKD 22,000,000 for the same period in 2022[5] - The loss attributable to the owners of the company for the three months ended June 30, 2023, was approximately HKD 9,600,000, compared to a loss of HKD 4,000,000 for the same period in 2022[5] - The operating loss for the three months ended June 30, 2023, was HKD 9,014,000, compared to an operating loss of HKD 3,766,000 for the same period in 2022[6] - The company reported a basic and diluted loss per share of HKD 2.05 for the three months ended June 30, 2023[6] - The total comprehensive loss for the period was HKD 9,621,000 for the three months ended June 30, 2023[6] - For the three months ended June 30, 2023, the company's revenue was approximately HKD 11,500,000, a decrease of about 47.7% compared to HKD 21,988,000 in the same period of 2022[27] - The loss attributable to the company's owners for the three months ended June 30, 2023, was approximately HKD 9,621,000, compared to a loss of HKD 3,976,000 in the same period of 2022[22] - The lending business generated revenue of approximately HKD 4,000,000 for the three months ended June 30, 2023, down from HKD 9,600,000 in the same period of 2022[29] - The retail and wholesale business reported revenue of approximately HKD 7,500,000 for the three months ended June 30, 2023, compared to HKD 12,400,000 in the same period of 2022[30] Dividend and Equity - The board of directors does not recommend the payment of dividends for the three months ended June 30, 2023[5] - The company issued new shares amounting to HKD 17,200,000 during the period[7] - The total equity attributable to the owners of the company as of June 30, 2023, was HKD 177,586,000[7] - The company issued 43,000,000 new shares at a subscription price of HKD 0.20 per share, raising a total of HKD 8,600,000, which was completed on May 23, 2023[36] Business Development and Strategy - The company plans to continue seeking investment opportunities to improve its business and explore new avenues for expansion[31] - The company has established a solid customer base in the lending business, which has been active for over ten years[29] - The company completed a conditional agreement to acquire 90.1% of the shares of Lian Wang Limited for HKD 1,000,000[33] - The company will provide management services to Lian Wang Limited under a management agreement following the acquisition[34] - The company completed the acquisition of 90.1% of Pet Supermarket Limited for HKD 1,000,000, with the financial data of Pet Supermarket to be consolidated into the group's financial statements[37] Corporate Governance - The company has adhered to the GEM Listing Rules and corporate governance standards, ensuring the protection of shareholder interests[50] - The company has established an audit committee responsible for reviewing financial reports and internal control processes[52] - The company has confirmed compliance with trading regulations as per GEM Listing Rules, with all directors adhering to the standards[49] - The company’s financial performance for the three months ending June 30, 2023, has been reviewed by the audit committee, ensuring compliance with applicable accounting standards[51] - The company has established a Compensation Committee consisting of four independent non-executive directors and three executive directors to review and set the remuneration policy for directors and senior management based on operational performance and market practices[53] - A Nomination Committee has been formed with four independent non-executive directors and three executive directors to review and recommend any proposed changes to the board of directors[54] - The company has implemented written guidelines for employees regarding securities trading to ensure compliance with insider trading regulations[55] - The board of directors includes four executive directors and four independent non-executive directors, ensuring a balanced governance structure[56]

Financial Performance - For the fiscal year ending March 31, 2023, the company reported total revenue of HKD 71,399,000, a decrease of 27.4% compared to HKD 98,271,000 in the previous year[7]. - The company incurred a loss of HKD 54,104,000 for the fiscal year, which is a 16.5% improvement from the loss of HKD 64,324,000 in the prior year[7]. - Total assets decreased to HKD 188,730,000 from HKD 225,133,000, reflecting a decline of 16.2% year-over-year[7]. - The company’s total equity stood at HKD 171,706,000, down from HKD 203,370,000, representing a decrease of 15.5%[7]. - Retail and wholesale business revenue for the year ended March 31, 2023, was approximately HKD 49,300,000, down 30.2% from HKD 70,700,000 in 2022[34][35]. - The lending business generated revenue of about HKD 22.1 million in the fiscal year, down from HKD 27.5 million in 2022[17]. Business Strategy and Development - The company plans to continue developing its own brand products, including various food and beverage lines, to meet changing customer demands[11]. - The company aims to expand its retail and online sales business, which has been in development since 2015[11]. - The group plans to expand its lending and retail businesses by hiring more sales and delivery personnel and upgrading its online platform[15]. - The group aims to diversify its business by exploring different industry sectors for suitable investment opportunities[15]. - The company is committed to sourcing a variety of products from local and overseas suppliers to enhance its offerings[11]. - The company aims to maximize shareholder returns by improving existing operations and exploring new investment opportunities[40]. Risk Management and Compliance - The company is adopting a more cautious approach to lending due to the potential for increased bad debts in a weak economic environment[17]. - The company is committed to complying with anti-money laundering regulations and enhancing customer awareness of lending regulations[19]. - The company regularly monitors the financial status of borrowers and collateral values to mitigate credit risk[26]. - The company has established standard procedures for handling overdue payments, including proactive communication with borrowers within two days of missed payments[29]. - The impairment assessment of receivables is conducted in accordance with the Hong Kong Financial Reporting Standards, considering various factors for expected credit losses[30]. - The company has established three lines of defense for risk management, with the first line being the operational management responsible for direct assessment and mitigation of risks[123]. Corporate Governance - The company has maintained high standards of corporate governance throughout the fiscal year ending March 31, 2023, adhering to the GEM listing rules[100]. - The board is responsible for establishing and reviewing the company's corporate governance policies and practices[101]. - The company has a diverse board with members having extensive experience in various sectors, including finance, media, and retail[93][99]. - The company emphasizes continuous professional development for its directors and senior management[101]. - The company has implemented a code of conduct and compliance manual applicable to employees and directors[101]. - The company has established a remuneration committee consisting of 4 independent non-executive directors and 3 executive directors[107]. Environmental, Social, and Governance (ESG) Initiatives - The company emphasizes the integration of environmental, social, and governance (ESG) factors into its daily operations for sustainable business development[167]. - The board of directors prioritizes sustainable development as a key aspect of the company's future growth strategy[168]. - The company conducts annual corporate risk assessments to identify current and potential risks, including ESG-related risks[168]. - The company aims to achieve carbon neutrality through the implementation of green strategies[168]. - The total greenhouse gas emissions for the year were approximately 501.11 tons, a decrease of 29.1 tons or 5% compared to the previous fiscal year[182]. - The company is committed to sustainable business practices, aiming to contribute positively to environmental protection and social welfare[171]. Shareholder Engagement and Financial Management - The company emphasizes effective communication with shareholders through various channels, including annual general meetings and financial reports[127]. - The company has adopted a shareholder communication policy to ensure timely and relevant information dissemination[130]. - The company did not recommend the payment of any dividends for the year ending March 31, 2023, consistent with the previous year[86]. - The company completed a rights issue on September 21, 2022, issuing 120,179,677 shares at a subscription price of HKD 0.12 per share, raising approximately HKD 14.42 million before expenses, with a net amount of about HKD 12.62 million[78]. - The company reported a monthly cash outflow of approximately HKD 1.07 million, necessitating the need to raise funds for operational and business expansion[79]. - The company has no contingent liabilities as of March 31, 2023, and has not provided any corporate guarantees to third parties[85].