Financial Performance - The Group reported a significant increase in revenue, achieving a total of $XX million, representing a YY% growth compared to the previous year[12] - The Group achieved total revenue of HK$2,445,150,000 for the year ended March 31, 2022, representing an increase from HK$2,358,611,000 in 2021[14] - The consolidated net profit for the Group was approximately HK$79,800,000, a decrease of 41.9% from the previous year[17] - The Group recorded consolidated revenue of approximately HK$2,445,150,000, representing an increase of 3.7% from approximately HK$2,358,611,000 in the previous year[42] - Consolidated net profit decreased to approximately HK$79,793,000, a decline of 41.9% from approximately HK$137,263,000 in the previous year[43] - The gross profit ratio decreased from 17.3% to 16.2%[43] - Total operating costs increased by 10.9% from approximately HK$269,126,000 to HK$298,443,000[44] - The basic earnings per share was approximately HK21.9 cents, down 56.4% from approximately HK50.2 cents in the previous year[44] - The consolidated net asset value per ordinary share was approximately HK$3.40, a decrease of HK$1.17 from approximately HK$4.57 as of March 31, 2021[44] Market Outlook and Strategy - The company provided a positive outlook for the next fiscal year, projecting a revenue growth of BB% based on current market trends and user acquisition strategies[12] - The company is expanding its market presence in the Asia-Pacific region, targeting a market share increase of DD% over the next two years[12] - The company plans to implement new marketing strategies, aiming for a customer engagement increase of II% in the upcoming quarters[12] - The Group plans to seek investment opportunities in line with the Greater Bay Area initiatives through internal growth and external acquisitions[33] - The Company is optimistic about its future role in the Greater Bay Area initiative and aims to enhance operational efficiency across its business divisions[69] - The Company anticipates a large-scale transition to electric vehicles, driven by increasing environmental awareness and the emergence of the metaverse, creating opportunities in the semiconductor and SMT industries[63] Operational Efficiency and Innovation - New product launches are expected to contribute an additional $CC million in revenue, with a focus on innovative technology solutions[12] - The company is investing $FF million in research and development to drive innovation and maintain competitive advantage[12] - Research and development investments have increased by 10%, focusing on sustainable technologies and product enhancements[99] - The company aims to improve operational efficiency, targeting a 5% reduction in costs through process optimization initiatives[99] - The management highlighted a strategic shift towards digital transformation, aiming for a digital revenue contribution of GG% by the end of the next fiscal year[12] Challenges and Risks - The semiconductor chip shortage has caused a backlog of machine orders for over one year, impacting the Group's operations[25] - The global semiconductor chip shortage continues to pose significant challenges, affecting the supply chain and production capabilities of major customers[63] - Some customers have revised down their investment plans or temporarily halted production due to the ongoing semiconductor supply constraints[64] - The ongoing Russia-Ukraine conflict and other geopolitical tensions are expected to create high uncertainties for the industry outlook in the new financial year[81] - The combination of dynamic zero-COVID policies and international tensions may lead to market volatility, impacting business operations[81] Corporate Governance - The Company is committed to maintaining high standards of corporate governance in the interests of shareholders[115] - The Company has a Board comprising six Directors, with three executive Directors and three independent non-executive Directors, ensuring independent representation of over one-third[125] - The Company complied with all Code provisions during the year ended 31st March 2022, with some exceptions addressed in the report[116] - The roles of chairman and chief executive are not performed by the same individual, ensuring a balance of authority and division of responsibility[117] - The Company has adopted the Required Standard for securities transactions by Directors, confirming compliance throughout the year[118] Human Resources and Talent Management - The Group is expanding its service engineering team and investing in staff training to retain talent for long-term business expansion post-pandemic[18] - The Group employed 375 staff as of March 31, 2022, an increase from 315 in 2021[88] - Total staff costs, including contributions to retirement benefit schemes, amounted to approximately HK$177,703,000 in 2022, compared to HK$175,706,000 in 2021[88] - The Company operates a share option scheme to incentivize and reward directors and employees[89] Financial Position - The Group's debt-to-equity ratio improved to HH%, indicating a stronger financial position and reduced leverage risk[12] - The Group raised approximately HK$77,000,000 through an open offer and placing of new shares during the year to strengthen its capital[18] - Total liabilities as of March 31, 2022, were approximately HK$1,714,545,000, a decrease from approximately HK$1,916,542,000 in 2021[86] - The Group had banking facilities of approximately HK$876,084,000 as of March 31, 2022, down from approximately HK$1,078,474,000 in 2021[86] Customer Engagement and Satisfaction - User data showed an increase in active users, reaching ZZ million, which is an increase of AA% year-over-year[12] - Customer satisfaction scores have improved by 15%, reflecting the effectiveness of recent service enhancements[99]

Financial Performance - For the nine months ended December 31, 2021, the revenue was HK$1,647,507,000, representing an increase from HK$1,375,167,000 in the same period of 2020, which is a growth of approximately 19.7%[10] - The gross profit for the nine months ended December 31, 2021, was HK$272,340,000, compared to HK$360,060,000 for the same period in 2020, indicating a decrease of about 24.4%[10] - The profit for the period for the nine months ended December 31, 2021, was HK$56,479,000, down from HK$123,446,000 in the same period of 2020, reflecting a decline of approximately 54.2%[10] - Basic earnings per share for the nine months ended December 31, 2021, was 16.4 HK cents, compared to 45.2 HK cents for the same period in 2020, a decrease of about 63.7%[10] - The total comprehensive income for the period was HK$72,045,000 for the nine months ended December 31, 2021, down from HK$154,228,000 in the same period of 2020, a decline of approximately 53.3%[13] - For the three months ended December 31, 2021, the revenue was HK$639,085,000, compared to HK$689,376,000 in the same period of 2020, a decrease of about 7.3%[10] - The operating profit for the three months ended December 31, 2021, was HK$24,586,000, down from HK$46,010,000 in the same period of 2020, reflecting a decline of approximately 46.6%[10] - The profit before income tax for the three months ended December 31, 2021, was HK$24,927,000, compared to HK$49,781,000 in the same period of 2020, a decrease of about 50.1%[10] Revenue Breakdown - Total revenue from contracts with customers for the nine months ended December 31, 2021, was HK$1,609,636, a decrease of 14.4% from HK$1,882,297 in 2020[20] - Revenue from sales of goods and sales support services for the nine months ended December 31, 2021, was HK$1,481,204 and HK$99,204 respectively, compared to HK$1,716,533 and HK$0 in 2020[20] - Commission and other service income decreased to HK$29,228 for the nine months ended December 31, 2021, down from HK$165,764 in 2020[20] - The company reported a decrease in total revenue from other sources, including finance lease arrangements, which amounted to HK$37,871 for the nine months ended December 31, 2021, down from HK$66,600 in 2020[20] Taxation and Earnings - Total current taxation for the nine months ended December 31, 2021, was HK$19,976, compared to HK$34,388 in 2020, reflecting a decrease of 42.0%[29] - The company is exempt from taxation in Bermuda until 2035, while Hong Kong profits tax is calculated at a rate of 16.5%[24] - Subsidiaries in Mainland China are subject to a corporate income tax rate of 25%[25] - Profit attributable to shareholders for the nine months ended 31st December 2021 was HK$56,479,000, a decrease of 54.4% compared to HK$123,446,000 for the same period in 2020[37] - Basic earnings per share for the nine months ended 31st December 2021 was HK$0.164, down from HK$0.453 in 2020, reflecting a decline of 63.8%[37] Share Capital and Dividends - The company does not recommend the payment of an interim dividend for the nine months ended 31st December 2021, consistent with the previous year[39] - As of December 31, 2021, the total number of ordinary shares issued was 425,125,311[98] - The company completed an open offer on 13th May 2021, issuing 54,516,161 shares at a subscription price of HK$0.71 per share, raising approximately HK$38,707,000 before expenses[44] - On 1st December 2021, the company placed 70,852,000 shares at a price of HK$0.60 per share, raising approximately HK$32,776,000 after deducting related issuance costs[44] Corporate Governance - The report is prepared in compliance with the GEM Listing Rules and should be read in conjunction with the Group's annual consolidated financial statements for the year ended March 31, 2021[18] - The audit committee has been established to ensure the adequacy and effectiveness of the Group's accounting and financial controls[135] - The unaudited condensed consolidated financial information for the nine months ended December 31, 2021, has been reviewed by the audit committee[139] - The Company aims to maintain high standards of corporate governance in the interests of shareholders[129] - The roles of chairman and chief executive are separated, ensuring a balance of authority and division of responsibility[130] Future Outlook - The management expects benefits from the recovery from the global pandemic, despite ongoing challenges from the semiconductor chip shortage[79] - The emergence of the metaverse and 5G transformation is anticipated to create significant opportunities for the semiconductor and SMT industries[79] - The global economic growth is projected to be 4.1% in 2022, down from an estimated 5.5% in 2021, following a contraction of 3.4% in 2020[85] - The smartphone market is expected to grow by 5.3% year-over-year in 2021, reaching 1.35 billion shipments, with a projected growth rate of 3.0% for 2022[89] - The semiconductor chip supply shortage, which began in 2020, will continue to negatively impact the economic recovery in 2022, although improvements are anticipated[89] Share Options - The company has a share option scheme in place, which was approved on 4th September 2014, aimed at rewarding participants who contribute to the group's value[44] - The total outstanding share options were 18,928,388, with 31,008,000 granted during the period and 27,176,345 exercised[117] - The exercise price for the share options granted on December 24, 2021, was HK$0.700, with 4,044,000 options remaining unexercised[117] - The total number of share options exercised during the period was 10,390,263, indicating significant activity in the company's share option scheme[117]

[Financial Statements](index=3&type=section&id=Financial%20Statements) [UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS](index=3&type=section&id=UNAUDITED%20CONDENSED%20CONSOLIDATED%20STATEMENT%20OF%20PROFIT%20OR%20LOSS) For the six months ended September 30, 2021, revenue decreased 19.9% to HKD 1.008 billion, profit for the period declined 54.1% to HKD 40.11 million, and basic EPS dropped from 32.0 to 12.3 HK cents Key Data from 2021/22 H1 Statement of Profit or Loss | Metric | Six Months Ended Sep 30 (2021) | Six Months Ended Sep 30 (2020) | YoY Change | | :--- | :--- | :--- | :--- | | **Revenue (HKD '000)** | 1,008,422 | 1,258,521 | -19.9% | | **Gross Profit (HKD '000)** | 189,784 | 227,460 | -16.6% | | **Operating Profit (HKD '000)** | 50,375 | 107,097 | -53.0% | | **Profit for the Period (HKD '000)** | 40,113 | 87,478 | -54.1% | | **Basic EPS (HK Cents)** | 12.3 | 32.0 | -61.6% | [UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME](index=4&type=section&id=UNAUDITED%20CONDENSED%20CONSOLIDATED%20STATEMENT%20OF%20COMPREHENSIVE%20INCOME) Total comprehensive income for the period was HKD 46.14 million, a 51.1% decrease from HKD 94.31 million in the prior year, primarily due to a significant reduction in profit for the period Total Comprehensive Income Change | Metric | Six Months Ended Sep 30 (2021) | Six Months Ended Sep 30 (2020) | YoY Change | | :--- | :--- | :--- | :--- | | **Profit for the Period (HKD '000)** | 40,113 | 87,478 | -54.1% | | **Other Comprehensive Income (HKD '000)** | 6,025 | 6,827 | -11.8% | | **Total Comprehensive Income for the Period (HKD '000)** | 46,138 | 94,305 | -51.1% | [UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION](index=5&type=section&id=UNAUDITED%20CONDENSED%20CONSOLIDATED%20STATEMENT%20OF%20FINANCIAL%20POSITION) As of September 30, 2021, total assets were HKD 2.98 billion, a 5.7% decrease from March 31, 2021, while total liabilities decreased 15.1% to HKD 1.63 billion, and total equity increased 8.9% to HKD 1.36 billion due to the open offer and accumulated profits Financial Position Summary | Metric | Sep 30, 2021 (HKD '000) | Mar 31, 2021 (HKD '000) | Period Change | | :--- | :--- | :--- | :--- | | **Total Assets** | 2,982,582 | 3,161,609 | -5.7% | | **Total Liabilities** | 1,626,563 | 1,916,542 | -15.1% | | **Total Equity** | 1,356,019 | 1,245,067 | +8.9% | | **Net Current Assets** | 627,083 | 701,958 | -10.7% | [UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY](index=7&type=section&id=UNAUDITED%20CONDENSED%20CONSOLIDATED%20STATEMENT%20OF%20CHANGES%20IN%20EQUITY) Total equity increased from HKD 1.245 billion at the beginning of the period to HKD 1.356 billion at the end, primarily driven by profit for the period, net proceeds from the open offer, and exercise of share options - Total equity increased by **HKD 111 million** during the period, primarily contributed by profit for the period, the open offer, and the exercise of share options[25](index=25&type=chunk) Key Changes in Equity (Six Months Ended Sep 30, 2021) | Item | Amount (HKD '000) | | :--- | :--- | | **Equity at Beginning of Period** | 1,245,067 | | **Total Comprehensive Income for the Period** | 46,138 | | **Open Offer (Net)** | 36,296 | | **Share Options Exercised** | 20,151 | | **Equity-settled Share-based Transactions** | 8,367 | | **Equity at End of Period** | 1,356,019 | [UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS](index=9&type=section&id=UNAUDITED%20CONDENSED%20CONSOLIDATED%20STATEMENT%20OF%20CASH%20FLOWS) Net cash flow from operating activities shifted from a HKD 294.57 million inflow to a HKD 131.35 million outflow, while investing activities saw increased net outflow and financing activities turned to net inflow due to the open offer and share option exercises Cash Flow Statement Summary | Item | Six Months Ended Sep 30 (2021) (HKD '000) | Six Months Ended Sep 30 (2020) (HKD '000) | | :--- | :--- | :--- | | **Net Cash Flows from Operating Activities** | (131,349) | 294,574 | | **Net Cash Flows from Investing Activities** | (191,162) | (134,776) | | **Net Cash Flows from Financing Activities** | 41,735 | (9,366) | | **(Decrease)/Increase in Cash and Cash Equivalents** | (280,776) | 150,432 | | **Cash and Cash Equivalents at End of Period** | 639,918 | 859,294 | [Notes to the Financial Statements](index=11&type=section&id=Notes%20to%20the%20Financial%20Statements) [1. GENERAL INFORMATION](index=11&type=section&id=1.%20GENERAL%20INFORMATION) The Group primarily engages in high-tech product distribution and services, leasing, and investment holding, with this interim report prepared in accordance with GEM Listing Rules and consistent accounting policies - The Group's core businesses include high-tech product distribution and services (SMT assembly equipment trading and related services), leasing (finance and operating leases), and investment holding[33](index=33&type=chunk) - This financial report's preparation basis is consistent with the accounting policies followed in the annual consolidated financial statements for the year ended March 31, 2021, with new adoption of Hong Kong Financial Reporting Standards regarding investment properties[36](index=36&type=chunk) [3. REVENUE AND SEGMENT INFORMATION](index=13&type=section&id=3.%20REVENUE%20AND%20SEGMENT%20INFORMATION) Total revenue decreased 19.9% year-on-year, with high-tech product distribution revenue declining while leasing revenue grew, and China (including Hong Kong) remained the primary but declining revenue source [3.1 Revenue](index=13&type=section&id=3.1%20Revenue) Revenue from contracts with customers decreased to HKD 984.92 million, primarily due to a decline in goods sales, while other revenue sources also saw a reduction Revenue Source Analysis (Six Months Ended Sep 30) | Revenue Source | 2021 (HKD '000) | 2020 (HKD '000) | YoY Change | | :--- | :--- | :--- | :--- | | **Revenue from Contracts with Customers** | 984,917 | 1,218,887 | -19.2% | | Of which: Sales of Goods | 875,315 | 1,098,994 | -20.4% | | **Revenue from Other Sources** | 23,505 | 39,634 | -40.7% | | **Total Revenue** | 1,008,422 | 1,258,521 | -19.9% | [3.2 Operating segment information](index=14&type=section&id=3.2%20Operating%20segment%20information) High-tech product distribution and services remained the core revenue and profit driver, contributing HKD 925.99 million in revenue and HKD 89.11 million in segment results, while leasing revenue grew but segment results significantly declined Operating Segment Performance (Six Months Ended Sep 30, 2021) | Operating Segment | Revenue (HKD '000) | Segment Results (HKD '000) | | :--- | :--- | :--- | | **Hi-Tech Product Distribution and Services** | 925,991 | 89,108 | | **Leasing Business** | 82,431 | 2,581 | | **Total** | 1,008,422 | 91,689 | Operating Segment Performance Comparison (Six Months Ended Sep 30, 2020) | Operating Segment | Revenue (HKD '000) | Segment Results (HKD '000) | | :--- | :--- | :--- | | **Hi-Tech Product Distribution and Services** | 1,211,707 | 95,377 | | **Leasing Business** | 46,814 | 17,837 | | **Total** | 1,258,521 | 113,214 | [Geographical and Major Customer Information](index=19&type=section&id=Geographical%20and%20Major%20Customer%20Information) Over 90% of the Group's revenue originated from China (including Hong Kong), which experienced a 21.5% year-on-year decline, and unlike the prior period, no single customer contributed over 10% of total revenue - China (including Hong Kong) is the Group's absolute core market, contributing **HKD 958 million** in revenue, but this is a decline compared to HKD 1.221 billion in the prior year[59](index=59&type=chunk)[60](index=60&type=chunk) - In the corresponding period of 2020, three major customers collectively contributed **HKD 547 million** in revenue, whereas in this reporting period, customer concentration decreased with no single customer accounting for over 10% of total revenue[64](index=64&type=chunk)[66](index=66&type=chunk) [6. EARNINGS PER SHARE](index=22&type=section&id=6.%20EARNINGS%20PER%20SHARE) Basic and diluted earnings per share significantly decreased to 12.3 HK cents and 12.2 HK cents respectively, from 32.0 HK cents, despite an increase in the weighted average number of ordinary shares due to the open offer and share option exercises Earnings Per Share Calculation | Item | Six Months Ended Sep 30 (2021) | Six Months Ended Sep 30 (2020) | | :--- | :--- | :--- | | **Profit Attributable to Shareholders (HKD '000)** | 40,113 | 87,478 | | **Weighted Average Number of Ordinary Shares (Basic)** | 326,746,426 | 273,213,243 | | **Weighted Average Number of Ordinary Shares (Diluted)** | 327,497,985 | 273,213,243 | [7. DIVIDENDS](index=23&type=section&id=7.%20DIVIDENDS) The Board of Directors did not recommend an interim dividend for the six months ended September 30, 2021, consistent with the prior year's policy - The company did not declare an interim dividend for the 2021/22 financial year[88](index=88&type=chunk)[89](index=89&type=chunk) [11. SHARE CAPITAL](index=30&type=section&id=11.%20SHARE%20CAPITAL) Issued share capital increased from 273 million to 354 million shares, primarily due to the open offer and exercise of share options, with 19.48 million new options granted and 27.18 million exercised during the period - Issued share capital increased during the period due to the open offer and the exercise of share options[119](index=119&type=chunk)[120](index=120&type=chunk) Share Option Movement | Item | Number of Share Options | | :--- | :--- | | **Outstanding at Beginning of Period** | 14,931,200 | | **Granted During Period** | 19,484,000 | | **Exercised During Period** | (27,176,345) | | **Outstanding at End of Period** | 7,404,388 | [12. EQUITY](index=33&type=section&id=12.%20EQUITY) The company completed an open offer on May 13, 2021, issuing 54.52 million new shares at HKD 0.71 per share, raising approximately HKD 38.71 million in gross proceeds and HKD 36.30 million net of expenses - The company raised approximately **HKD 38.71 million** (before expenses) through an Open Offer, with an issue price of **HKD 0.71** per share[150](index=150&type=chunk)[154](index=154&type=chunk) [Management Discussion and Analysis](index=37&type=section&id=Management%20Discussion%20and%20Analysis) [BUSINESS REVIEW](index=37&type=section&id=BUSINESS%20REVIEW) The Group experienced overall revenue and profit decline, with high-tech distribution affected by chip shortages but maintaining gross margins, while leasing revenue grew due to portfolio changes but profit significantly decreased, and open offer proceeds were fully utilized for printer acquisition [Financial and Business Performance](index=37&type=section&id=Financial%20and%20Business%20Performance) Group revenue decreased 19.9% to HKD 1.008 billion, and net profit declined 54.1% to HKD 40.11 million, primarily due to non-cash share-based payment expenses from share options and increased staff costs 2021/22 H1 Performance Summary | Metric | Amount | YoY Change | | :--- | :--- | :--- | | **Revenue** | HKD 1.008 billion | -19.9% | | **Operating Expenses** | HKD 158 million | +13.9% | | **Net Profit** | HKD 40.11 million | -54.1% | | **Basic Earnings Per Share** | 12.3 HK Cents | -61.6% | [Hi-Tech Distribution and Services Division](index=38&type=section&id=Hi-Tech%20Distribution%20and%20Services%20Division) This segment's revenue decreased 23.6% to HKD 925.99 million due to global semiconductor chip shortages, yet gross margin improved from 17% to 19.8% due to favorable customer mix, limiting net profit decline to 2.1% - Segment revenue decreased by **23.6%** due to global semiconductor chip shortages[168](index=168&type=chunk) - Despite the revenue decline, gross margin improved from **17% to 19.8%**, resulting in only a **2.1%** decrease in net profit[170](index=170&type=chunk) [Leasing Division](index=39&type=section&id=Leasing%20Division) Total revenue for this segment increased 76.1% to HKD 82.43 million due to a shift towards higher-volume, lower-margin trade and supply chain management services, but net profit significantly decreased by 78.1% to HKD 2.95 million, with active reduction of finance lease asset exposure for risk control - Revenue increased by **76.1%** due to a shift in sales mix towards trade and supply chain management services[175](index=175&type=chunk) - Net profit significantly decreased by **78.1%**, while finance lease assets were actively reduced to strengthen risk management[176](index=176&type=chunk)[175](index=175&type=chunk) [Use of Proceeds from Open Offer](index=39&type=section&id=Use%20of%20Proceeds%20from%20Open%20Offer) The net proceeds of approximately HKD 36.30 million from the open offer completed in May 2021 were fully utilized during the reporting period for the planned acquisition of solder paste printers - The net proceeds of approximately **HKD 36.30 million** from the open offer have been fully utilized for the acquisition of solder paste printers[177](index=177&type=chunk) [OUTLOOK](index=40&type=section&id=OUTLOOK) Management anticipates ongoing challenges from global pandemic and geopolitical tensions, particularly semiconductor chip shortages, but foresees opportunities from 5G network upgrades and Greater Bay Area real estate development, expecting improved business conditions post-pandemic and with easing chip supply constraints [Overall Outlook](index=40&type=section&id=Overall%20Outlook) The company faces challenges from global semiconductor chip shortages and US-China tensions, potentially delaying product supply and demand, but remains optimistic about domestic demand in China, 5G upgrade opportunities, and Greater Bay Area real estate investments, while continuing to pursue business growth and operational efficiency - Key challenges include global semiconductor chip shortages and US-China geopolitical tensions[182](index=182&type=chunk)[187](index=187&type=chunk) - Key opportunities arise from the large-scale upgrade of **5G** networks in the SMT industry and the Hong Kong real estate market under the Greater Bay Area initiative[182](index=182&type=chunk)[188](index=188&type=chunk) [Divisional Outlook](index=42&type=section&id=Divisional%20Outlook) For high-tech distribution, despite expected smartphone market growth, chip shortages remain a key constraint, requiring close partner collaboration, while the leasing segment plans to significantly expand operations and market share by enlarging its asset portfolio and sales team as market conditions improve - Hi-Tech Distribution and Services Division: While the smartphone market is expected to grow, chip shortages will continue to pose challenges, and the company will continue to invest in service and support infrastructure to maintain competitiveness[193](index=193&type=chunk)[194](index=194&type=chunk) - Leasing Division: Market conditions are expected to improve, and the segment plans to expand its asset portfolio and sales team to significantly increase its presence in both operating and finance lease markets[198](index=198&type=chunk) [LIQUIDITY AND FINANCIAL RESOURCES](index=43&type=section&id=LIQUIDITY%20AND%20FINANCIAL%20RESOURCES) The Group relies on internal resources and bank financing, with its gearing ratio decreasing to 54.5% from 60.6%, facing contingent liabilities primarily from performance guarantees to banks, while both staff headcount and costs increased - As of September 30, 2021, the Group's gearing ratio (total liabilities/total assets) was **54.5%**, down from **60.6%** as of March 31, 2021[199](index=199&type=chunk) - As of September 30, 2021, the Group's total staff headcount was **349**, with staff costs of approximately **HKD 65.25 million**, both increasing from **303** staff and **HKD 48.46 million** in the prior year[205](index=205&type=chunk) [Directors, Shareholders, and Corporate Governance](index=45&type=section&id=Directors%2C%20Shareholders%2C%20and%20Corporate%20Governance) [DIRECTORS' AND CHIEF EXECUTIVE'S INTERESTS AND SHORT POSITIONS IN SHARES](index=45&type=section&id=DIRECTORS%27%20AND%20CHIEF%20EXECUTIVE%27S%20INTERESTS%20AND%20SHORT%20POSITIONS%20IN%20SHARES) As of September 30, 2021, Ms. Zhang Yifan, Chairman and Executive Director, held approximately 7.41% of the company's interests through beneficial ownership and controlled corporations Directors' Shareholdings (Sep 30, 2021) | Director Name | Capacity | Shareholding Percentage | | :--- | :--- | :--- | | **Zhang Yifan** | Beneficial Owner and Controlled Corporation Interests | 7.41% | | **Xu Guangming** | Beneficial Owner | 0.97% | [OTHER PERSONS' INTERESTS AND SHORT POSITIONS IN SHARES](index=46&type=section&id=OTHER%20PERSONS%27%20INTERESTS%20AND%20SHORT%20POSITIONS%20IN%20SHARES) As of September 30, 2021, Ms. Lu Ying, through her wholly-owned Sincere Ardent Limited, held 50.53% of the company's shares, making her the controlling shareholder - Sincere Ardent Limited, wholly-owned by Ms. Lu Ying, holds **179,014,812** shares, representing **50.53%** of the issued share capital, making it the company's controlling shareholder[225](index=225&type=chunk)[234](index=234&type=chunk) [SHARE OPTION SCHEME](index=48&type=section&id=SHARE%20OPTION%20SCHEME) During the period, 19.48 million new share options were granted and 27.18 million exercised under the 2014 Share Option Scheme, with 7.40 million options remaining unexercised at period-end, and adjustments made to unexercised options' numbers and exercise prices due to the May 2021 open offer - During the period, **19,484,000** share options were granted, and **27,176,345** share options were exercised[243](index=243&type=chunk) - Due to the open offer, the exercise price and number of unexercised share options granted in **2017** and **2019** were adjusted[246](index=246&type=chunk)[247](index=247&type=chunk) [CORPORATE GOVERNANCE](index=52&type=section&id=CORPORATE%20GOVERNANCE) The company maintains high corporate governance standards and largely complies with the GEM Listing Rules' Corporate Governance Code, though the roles of Chairman and Chief Executive are not separated, and an audit committee comprising three independent non-executive directors oversees financial reporting and internal controls - The company complies with the Corporate Governance Code, with a deviation regarding the non-separation of the Chairman and Chief Executive roles[261](index=261&type=chunk) - The company has an Audit Committee composed of three independent non-executive directors responsible for reviewing the interim financial information[269](index=269&type=chunk)[270](index=270&type=chunk)

Financial Performance [UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS](index=3&type=section&id=UNAUDITED%20CONDENSED%20CONSOLIDATED%20STATEMENT%20OF%20PROFIT%20OR%20LOSS) Revenue increased by 3.1% to HKD 639.396 million, but operating profit decreased by 47.9% and profit for the period fell by 62.4% due to higher expenses Q1 Financial Performance Summary (For the three months ended June 30) | Metric | 2021 (HKD thousands) | 2020 (HKD thousands) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Revenue | 639,396 | 620,468 | +3.1% | | Gross Profit | 103,672 | 101,550 | +2.1% | | Operating Profit | 26,959 | 51,729 | -47.9% | | Profit for the Period | 15,980 | 42,531 | -62.4% | | Basic EPS | 5.2 HK cents | 15.6 HK cents (Restated) | -66.7% | [UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME](index=4&type=section&id=UNAUDITED%20CONDENSED%20CONSOLIDATED%20STATEMENT%20OF%20COMPREHENSIVE%20INCOME) Total comprehensive income for the quarter was HKD 21.259 million, a significant 48.1% decrease from HKD 40.959 million in the prior year, as positive currency translation differences from overseas operations could not offset the sharp decline in profit for the period Q1 Comprehensive Income Summary (For the three months ended June 30) | Metric | 2021 (HKD thousands) | 2020 (HKD thousands) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Profit for the period | 15,980 | 42,531 | -62.4% | | Currency translation differences from overseas operations | 5,279 | (1,572) | N/A | | Total Comprehensive Income | 21,259 | 40,959 | -48.1% | [Notes to Financial Statements](index=5&type=section&id=Notes%20to%20Financial%20Statements) Notes to the financial statements detail principal activities, revenue composition, financial costs, taxation, EPS calculation, and equity changes, with revenue primarily from hi-tech product distribution in China [Principal Activities and Revenue Sources](index=5&type=section&id=1.%20General%20information%20%26%203.%20Revenue) The company's principal activities include hi-tech product distribution and services (SMT equipment trade and related services), leasing (finance and operating leases), and investment holding, with total revenue of HKD 639.396 million for the quarter, primarily from customer contracts in China (including Hong Kong) - The Group primarily engages in three businesses: hi-tech product distribution and services, leasing, and investment holding[18](index=18&type=chunk) Q1 Revenue Composition (HKD thousands) | Revenue Source | 2021 | 2020 | | :--- | :--- | :--- | | **By Type** | | | | Sales of goods | 584,675 | 560,158 | | Sales support services | 38,245 | — | | Commission and other service income | 6,781 | 42,527 | | Finance lease arrangements income | 3,454 | 5,066 | | Operating lease arrangements income | 6,241 | 12,717 | | **Total** | **639,396** | **620,468** | | **By Geographical Location (Contract Revenue Only)** | | | | China (including Hong Kong) | 608,359 | 583,777 | | Asia - Others | 21,342 | 18,908 | | **Total Contract Revenue** | **629,701** | **602,685** | [Earnings Per Share](index=10&type=section&id=6.%20Earnings%20per%20share) Basic and diluted earnings per share for the quarter were **5.2 HK cents**, a **66.7% decrease** from the restated **15.6 HK cents** in the prior year, directly linked to the decline in net profit and adjusted for the May 2021 open offer - Basic earnings per share decreased by **66.7%** year-on-year, as profit for the period declined from **HKD 42.53 million** to **HKD 15.98 million**[42](index=42&type=chunk)[13](index=13&type=chunk) - The weighted average number of ordinary shares used for EPS calculation has been retrospectively adjusted to reflect the impact of the open offer completed on May 13, 2021[39](index=39&type=chunk) [Dividends](index=12&type=section&id=7.%20Dividends) The Board does not recommend an interim dividend for the three months ended June 30, 2021, consistent with the prior year's policy - The Directors do not recommend an interim dividend for the current quarter (2020 corresponding period: nil)[49](index=49&type=chunk) [Changes in Equity](index=12&type=section&id=8.%20Equity) As of June 30, 2021, total equity increased to **HKD 1.317 billion**, primarily influenced by profit for the period (**+HKD 15.98 million**), open offer (**+HKD 38.71 million**), share option exercises (**+HKD 6.24 million**), and new share option expenses (**+HKD 8.37 million**) - On May 13, 2021, the company completed a 'five-for-one' open offer, issuing **54,516,161 shares** at **HKD 0.71 per share**, raising approximately **HKD 38.71 million** in gross proceeds[55](index=55&type=chunk)[56](index=56&type=chunk) - During the period, **7,692,345 share options** were exercised, and **19,484,000 new share options** were granted[63](index=63&type=chunk) - The Group recognized approximately **HKD 8.37 million** in share option expenses due to options granted this quarter[73](index=73&type=chunk) Management Discussion and Analysis [BUSINESS REVIEW](index=17&type=section&id=BUSINESS%20REVIEW) This quarter, overall revenue slightly increased by 3.1%, but net profit sharply declined by 62.4% due to a 36.5% surge in operating expenses, primarily staff costs and non-cash share option expenses, while the hi-tech distribution business grew steadily, and the leasing business saw a significant profit drop [Overall Financial and Business Performance](index=17&type=section&id=Financial%20and%20Business%20Performance) Revenue grew **3.1%** to **HKD 639.396 million** this quarter, but net profit sharply declined **62.4%** to **HKD 15.98 million**, primarily due to a **HKD 7.3 million** increase in staff costs and **HKD 8.37 million** in non-cash share option expenses, leading to a **36.5%** rise in total operating expenses - Revenue increased by **3.1%** year-on-year this quarter, but net profit decreased by **62.4%** year-on-year[75](index=75&type=chunk)[81](index=81&type=chunk) - Operating expenses increased by **36.5%** year-on-year, mainly due to a **HKD 7.3 million** increase in staff costs (including commissions) and the recognition of **HKD 8.37 million** in share option expenses[77](index=77&type=chunk) [Hi-Tech Distribution and Services Division](index=18&type=section&id=Hi-Tech%20Distribution%20and%20Services%20Division) As the Group's core business, this segment's revenue grew **1.6%** to **HKD 608 million** and net profit increased **8.8%** to **HKD 37.15 million**, driven by higher direct machine sales and a favorable customer mix, boosting gross margin from **14.8%** to **16.4%** Hi-Tech Distribution Segment Performance Summary | Metric | 2021 Q1 (HKD) | 2020 Q1 (HKD) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Revenue | approx. 608 million | approx. 598 million | +1.6% | | Net Profit | approx. 37.15 million | approx. 34.14 million | +8.8% | | Gross Margin | 16.4% | 14.8% | +1.6 p.p. | [Leasing Division](index=19&type=section&id=Leasing%20Division) Despite a **43.4%** increase in total segment revenue to **HKD 31.54 million** due to operating lease asset sales, core leasing performance was weak, with operating lease income down **50.9%** and finance lease interest income down **31.8%**, leading to a **56.8%** drop in net profit to **HKD 3.84 million** due to semiconductor shortages and macroeconomic uncertainty - Segment net profit decreased by **56.8%** year-on-year to **HKD 3.84 million**[97](index=97&type=chunk) - Core leasing income significantly declined: - Operating lease arrangements income: **50.9%** year-on-year decrease - Finance lease interest income: **31.8%** year-on-year decrease[95](index=95&type=chunk) - The primary reasons for the profit decline were semiconductor chip shortages leading to customer production halts and return of leased machines, alongside macroeconomic uncertainty suppressing client long-term capital investment[97](index=97&type=chunk) [Use of Proceeds from Open Offer](index=20&type=section&id=Use%20of%20Proceeds%20from%20Open%20Offer) The net proceeds of approximately **HKD 36.3 million** from the open offer completed on May 13, 2021, were fully utilized this quarter as planned for the acquisition of solder paste printers - The net proceeds from the open offer, approximately **HKD 36,296,000**, were fully utilized this quarter for the acquisition of solder paste printers[99](index=99&type=chunk) [OUTLOOK](index=21&type=section&id=OUTLOOK) Looking ahead, the Group sees growth opportunities in China's domestic demand, 5G transition, and smartphone market recovery, but global semiconductor chip shortages pose a severe challenge, impacting supply chains and customer demand, expected to pressure short-term performance in both hi-tech distribution and leasing businesses [Overall Outlook](index=21&type=section&id=Overall%20Summary) Despite global pandemic and geopolitical uncertainties, the Group anticipates significant opportunities in the SMT industry from China's domestic demand, 5G upgrades, and a strong smartphone market recovery, though global semiconductor chip shortages remain a major challenge, causing SMT machine backlogs and potential supply delays - Key growth opportunities stem from strong domestic demand in China, equipment upgrades driven by 5G transformation, and the recovery of the smartphone market[102](index=102&type=chunk)[107](index=107&type=chunk) - Global semiconductor chip shortages are the primary challenge, leading to SMT machine supply backlogs and potential delays in product supply and demand[103](index=103&type=chunk)[104](index=104&type=chunk) - The company will continue to seek suitable investment or self-use opportunities in commercial and residential properties[111](index=111&type=chunk) [Hi-tech Distribution and Services Division Outlook](index=24&type=section&id=Hi-tech%20Distribution%20and%20Services%20Division%20Outlook) In the short term, global semiconductor chip shortages and pandemic risks may depress this segment's revenue and profit due to reduced client capital investment and delivery delays, but the company will continue investing in service infrastructure and monitoring costs to prepare for market normalization - Global semiconductor chip shortages and pandemic-related risks may depress the segment's revenue and net profit in the short term, primarily due to reduced orders and delivery delays[116](index=116&type=chunk) [Leasing Division Outlook](index=25&type=section&id=Leasing%20Division%20Outlook) The leasing segment faces severe challenges, as semiconductor chip shortages have led some clients to return leased machines due to production halts, directly impacting operating lease business, with performance expected to remain under pressure until supply chain issues significantly improve, especially next quarter - Due to semiconductor chip shortages causing client production halts and return of leased machines, the leasing segment's performance is expected to remain under pressure, especially in the next quarter[120](index=120&type=chunk) Other Disclosures [Directors', Chief Executive's and Other Persons' Interests](index=26&type=section&id=DIRECTORS%27%2C%20CHIEF%20EXECUTIVE%27S%20AND%20OTHER%20PERSONS%27%20INTERESTS) The report details the interests of the company's directors, chief executive, and major shareholders in shares and related shares (including share options) as of June 30, 2021, with Executive Director Ms. Zhang Yifan and major shareholder Ms. Lu Ying being significant holders - Executive Director Ms. Zhang Yifan holds approximately **5.06%** of the total share and related share interests[123](index=123&type=chunk) - Major shareholder Ms. Lu Ying, through her wholly-owned company Sincere Ardent Limited and personal holdings, collectively holds approximately **51.33%** of the share interests, making her the controlling shareholder[130](index=130&type=chunk)[132](index=132&type=chunk) [SHARE OPTION SCHEME](index=29&type=section&id=SHARE%20OPTION%20SCHEME) The report details share option movements for directors, major shareholders, and employees under the 2014 Share Option Scheme during the period, with **19,484,000 new options** granted and **7,692,345 options** exercised, and adjustments made to unexercised options due to the open offer - During the period, the company granted a total of **19,484,000 new share options** to executive directors, employees, and others, with an exercise price of **HKD 0.714**[139](index=139&type=chunk)[141](index=141&type=chunk) - During the period, **7,692,345 share options** were exercised on June 29, 2021, at an adjusted exercise price of **HKD 0.811**[141](index=141&type=chunk)[144](index=144&type=chunk) [CORPORATE GOVERNANCE](index=32&type=section&id=CORPORATE%20GOVERNANCE) The company maintains high corporate governance standards but deviates from the code as the Chairman and Chief Executive roles are not separate; an Audit Committee of three independent non-executive directors oversees financial reporting, internal controls, and risk management, and has reviewed this quarter's financial report - The company deviates from the Corporate Governance Code as the roles of Chairman and Chief Executive are not separate, which does not comply with code provision A.2.1[152](index=152&type=chunk) - The company has established an Audit Committee, comprising three independent non-executive directors, responsible for overseeing financial reporting, internal controls, and risk management; this quarter's financial information has been reviewed by the Audit Committee[153](index=153&type=chunk)[157](index=157&type=chunk)

North Asia Strategic Holdings Limited 北 亞 策 略 控 股 有 限 公 司 * (Incorporated in Bermuda with limited liability) (於百慕達註冊成立之有限公司) (Stock Code 股份代號 : 8080) 2020/21 Annual Report 年報 * For identification purpose only 僅供識別 report misleading. | --- | --- | |-------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------| | | | | CHARACTERISTICS O ...

North Asia Strategic Holdings Limited 北 亞 策 略 控 股 有 限 公 司 * (Incorporated in Bermuda with limited liability) (於百慕達註冊成立之有限公司) (Stock Code 股份代號 : 8080) 2020/21 Third Quarterly Report 第三季度業績報告 ......................... . . ●●●●●●●●●●●●●●●●●● ................. . . ● ●●●●●●●●●●●●●●● ●●●●●●●●●●●●●●●● ................. ............... ............... .............. ............. ............... .............. ............. * For identification purpose only 僅供識別 | --- | --- | |-------------------------------------- ...

North Asia Strategic Holdings Limited 北 亞 策 略 控 股 有 限 公 司 * (Incorporated in Bermuda with limited liability) (於百慕達註冊成立之有限公司) (Stock Code 股份代號 : 8080) 2020/21 Interim Report 中期業績報告 ● ● . . ●●●●●●●●●●●●●●●●● ................. ................. . . .................. . . ............... . . ............ ........... ........... ........... ......... * For identification purpose only 懂供藏別 | --- | --- | |-------------------------------------------------------------------------------------------------------------- ...

Financial Performance - Revenue for the three months ended June 30, 2020, was HK$620,468,000, representing an increase of 20.1% compared to HK$516,593,000 for the same period in 2019[8]. - Gross profit for the period was HK$101,550,000, up 35.9% from HK$74,698,000 in the previous year[8]. - Operating profit increased significantly to HK$51,729,000, compared to HK$19,163,000 in the same period last year, marking a growth of 169.5%[8]. - Profit for the period reached HK$42,531,000, a substantial increase of 142.3% from HK$17,579,000 in 2019[10]. - Basic and diluted earnings per share attributable to ordinary shareholders were 15.6 HK cents, compared to 6.4 HK cents in the previous year, reflecting a growth of 143.8%[8]. - Total comprehensive income for the period was HK$40,959,000, compared to HK$9,282,000 in 2019, indicating a growth of 340.5%[10]. - The Group's profit attributable to shareholders for the three months ended June 30, 2020, was HK$42,531,000, compared to HK$17,579,000 in 2019, representing a year-over-year increase of 142.5%[26]. - The Group recorded an unaudited consolidated net profit of approximately HK$42,531,000, representing a significant increase of 141.9% from HK$17,579,000 in the corresponding period last year[50]. - The unaudited basic earnings per share for the quarter was approximately HK15.6 cents, an increase of 143.8% from approximately HK6.4 cents in the corresponding period last year[51]. Revenue Breakdown - Revenue from the sale of goods was HK$560,158,000, up from HK$498,250,000, reflecting a growth of 12.4% year-over-year[17]. - Commission and other service income surged to HK$42,527,000, compared to HK$3,716,000 in the previous year, marking a significant increase of 1,045.5%[17]. - Income from operating lease arrangements increased to HK$12,717,000, up from HK$7,739,000, representing a growth of 64.3%[17]. - The hi-tech distribution and services division achieved a revenue growth of 19.2%, while the leasing division recorded a revenue growth of approximately 50.3% compared to the same period last year[49]. - The hi-tech distribution and services division's unaudited revenue was approximately HK$598,483,000, representing an increase of 19.2% from approximately HK$501,966,000 in the corresponding period last year[57]. - The leasing division generated revenue of approximately HK$21,985,000, representing a 50.3% increase from approximately HK$14,627,000 in the same period last year[61]. Expenses and Costs - Selling and distribution expenses decreased to HK$28,429,000 from HK$32,210,000, showing a reduction of 11.0%[8]. - General and administrative expenses increased to HK$30,856,000 from HK$25,488,000, reflecting a rise of 21.5%[8]. - Total operating expenses amounted to approximately HK$59,285,000, a slight increase of 2.8% from approximately HK$57,698,000 in the corresponding period last year[50]. - Total finance costs amounted to HK$386,000, compared to HK$354,000, reflecting an increase of 9.1%[20]. Taxation - The Company is exempt from taxation in Bermuda until 2035, with Hong Kong profits tax calculated at a rate of 16.5%[20]. - Current taxation for the period included HK$7,058,000 in Hong Kong profits tax and HK$2,790,000 in Mainland China corporate income tax, compared to HK$330,000 and HK$2,211,000 respectively in 2019[25]. - The Company’s subsidiaries in Mainland China are subject to a corporate income tax rate of 25%, with a preferential rate of 15% for certain subsidiaries recognized as high and new technology enterprises[20]. Shareholder Information - As of June 30, 2020, the company had 272,580,805 ordinary shares in issue, with key directors holding significant positions, including Zhang Yifan with 5,449,600 shares (1.99%)[76]. - The Directors do not recommend the payment of an interim dividend for the three months ended June 30, 2020, consistent with no dividend in 2019[28]. - The Group's retained earnings as of June 30, 2020, amounted to HK$1,084,561,000, an increase from HK$1,001,515,000 as of June 30, 2019[34]. Market Outlook and Strategy - The management expects the economic outlook for the coming quarters to worsen due to the impact of the COVID-19 pandemic, projecting a global economic contraction of 3% in 2020[65]. - The company aims to continue expanding its customer portfolio and improving operating cost efficiency to deliver robust financial results[59]. - The company recognizes the challenges ahead and is committed to increasing market share[59]. - The management team will work to improve capability and efficiency in response to the evolving market conditions[65]. - The leasing division is focusing on increasing its operating lease arrangements and offering flexible supply of SMT machines to customers[61]. - The company aims to capture suitable business opportunities in the semiconductor industry by closely monitoring international situations and market developments[71]. Corporate Governance - The company aims to maintain high standards of corporate governance in line with the Corporate Governance Code[196]. - The roles of chairman and chief executive are separated, ensuring a balance of authority within the company[197]. - The company is committed to maintaining a high level of corporate governance to align with shareholder interests and comply with GEM listing rules[200]. - The board believes that its operations, supported by experienced and high-quality management, are sufficient to ensure a proper separation of powers and responsibilities[200].

North Asia Strategic Holdings Limited 北 亞 策 略 控 股 有 限 公 司 * (Incorporated in Bermuda with limited liability) (於百慕達註冊成立之有限公司) (Stock Code 股份代號 : 8080) 2019/20 Annual Report 年報 . . . . ●●●●●●●●●●●●●●●●●● ................. . . ●●●●●●●●●●●●●●●●● ●●●●●●●●●●●●●●● ................ ............... ............... .............. .............. .............. .............. . . * For identification purpose only 僅供識別 | --- | --- | |--------------------------------------------------------------------------------------- ...

North Asia Strategic Holdings Limited 北 亞 策 略 控 股 有 限 公 司 * (Incorporated in Bermuda with limited liability) (於百慕達註冊成立之有限公司) (Stock Code 股份代號 : 8080) 008 007 006 005 Third Quarterly Report 2019/20 第三季度業績報告 * For identification purpose only 僅供讓別 CHARACTERISTICS OF GEM OF THE STOCK EXCHANGE OF HONG KONG LIMITED (THE "STOCK EXCHANGE") GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Sto ...