FF301 股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年7月31日 狀態: 新提交 FF301 II. 已發行股份及/或庫存股份變動 致：香港交易及結算所有限公司 公司名稱: 國恩控股有限公司 （於開曼群島註冊成立的有限公司） 呈交日期: 2025年8月5日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 08121 | 說明 | 普通股 | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 10,000,000,000 | HKD | | 0.01 HKD | | 100,000,000 | | 增加 / 減少 (-) | | | | | | HKD | | | | 本月底結存 | | | 10,000,000,000 | HKD | | 0 ...

GUOEN HOLDINGS LIMITED 國恩控股有限公司 （於開曼群島註冊成立的有限公司） | 股份代號: 8121 GUOEN HOLDINGS LIMITED 國恩控股有限公司 （於開曼群島註冊成立的有限公司） | 股份代號: 8121 香港聯合交易所有限公司（「聯交所」）GEM的特色 GEM的定位，乃為相比起其他在聯交所上市的公司帶有較高投資風險的中小型公司提供一個上市的市場。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。 香港交易及結算所有限公司及聯交所對本年報的內容概不負責，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年報全部或任何部份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。 本年報乃根據聯交所GEM證券上市規則（「GEM上市規則」）的規定而提供有關國恩控股有限公司（「本公司」， 連同其附屬公司統稱「本集團」或「我們」）的資料；本公司的董事（「董事」）願就本報告所 ...

Financial Performance - The total revenue for the fiscal year ending March 31, 2025, increased by approximately 38.94% to about HKD 161,350,000 from approximately HKD 116,130,000 for the previous fiscal year[4] - The group reported a loss attributable to owners of the company of approximately HKD 1,090,000 for the fiscal year ending March 31, 2025, compared to a profit of approximately HKD 3,170,000 for the previous year[5] - Gross profit decreased from approximately HKD 26,020,000 to approximately HKD 25,120,000 due to increased operating costs[4] - The company reported a pre-tax loss of HKD 1,025,000 for the year ended March 31, 2025, compared to a pre-tax profit of HKD 3,167,000 in the previous year[25] - The company reported a net loss of HKD 1,093 for the year ended March 31, 2025, compared to a profit of HKD 3,167 in 2024[34] - The loss per share for the year was HKD 0.06, while the previous year reported earnings per share of HKD 0.26[92] Revenue Breakdown - Revenue from digital advertising services was HKD 11,447,000, up from HKD 9,077,000, reflecting a growth of 26.1%[20] - Revenue from creative and technology services surged to HKD 121,689,000, compared to HKD 78,727,000, marking a significant increase of 54.5%[20] - The company experienced a decrease in revenue from social media management services during the fiscal year ending March 31, 2025[4] - The social media management services revenue slightly decreased to HKD 28,209,000 from HKD 28,325,000, a decline of 0.4%[20] - Revenue from external customers in Hong Kong increased to HKD 148,964, up 59.8% from HKD 93,304 in the previous year[27] Expenses and Costs - Service costs increased significantly, contributing to the decline in gross profit[5] - Marketing-related expenses increased, impacting overall sales expenses[5] - Administrative expenses rose, primarily due to increased employee costs[5] - Sales expenses rose from approximately HKD 4,900,000 to HKD 5,480,000, mainly due to increased marketing-related expenses[59] - Administrative expenses increased from approximately HKD 18,630,000 to HKD 21,290,000, primarily due to rising administrative staff costs[64] Assets and Liabilities - Non-current assets decreased from HKD 5,728 million in 2024 to HKD 3,866 million in 2025, a decline of approximately 32.4%[8] - Current assets increased significantly from HKD 62,304 million in 2024 to HKD 83,628 million in 2025, representing a growth of about 34.2%[8] - Total liabilities rose from HKD 40,263 million in 2024 to HKD 43,617 million in 2025, an increase of approximately 8.7%[8] - Total equity increased from HKD 25,672 million in 2024 to HKD 41,768 million in 2025, reflecting a growth of about 62.7%[9] - Cash and cash equivalents saw a substantial rise from HKD 20,958 million in 2024 to HKD 29,391 million in 2025, marking an increase of approximately 40.3%[8] Financial Ratios and Position - The current ratio as of March 31, 2025, was approximately 1.92, up from 1.55 in the previous year, indicating improved liquidity[93] - The company had bank balances and cash of approximately HKD 29,390,000 as of March 31, 2025, compared to HKD 20,960,000 in the previous year[70] - There were no interest-bearing loans or borrowings as of March 31, 2025, maintaining a stable financial position[70] - The group does not have any interest-bearing debts, making the debt-to-asset ratio not applicable as of March 31, 2025[87] Dividends and Share Capital - The board of directors decided not to recommend a final dividend for the fiscal year ending March 31, 2025[6] - The company has no plans to declare dividends for the years ended March 31, 2025, and 2024[33] - The company’s issued share capital as of March 31, 2025, was HKD 250,080 with 25,008,000 ordinary shares at a par value of HKD 0.01[75] - The company completed a rights issue on September 20, 2024, with a total of 16,672,000 shares issued[74] Compliance and Governance - The board of directors confirmed compliance with the securities trading code throughout the year, ensuring adherence to regulatory standards[94] - The audit committee, consisting of three independent non-executive directors, reviewed the group's annual performance[99] Future Outlook and Strategy - The group aims to leverage digital media to enhance marketing strategies and expand its influence globally[52] - The company is focusing on enhancing its services and products to adapt to changes in technology and consumer preferences[55] - The application of artificial intelligence tools is lowering the barriers for internal advertising creation and brand marketing, intensifying competition[54] Miscellaneous - The company has adopted revised Hong Kong Financial Reporting Standards, which did not have a significant impact on the financial performance for the current and prior years[13] - The company anticipates that the application of the new Hong Kong Financial Reporting Standards will not have a significant impact on its financial position[16] - The company is currently evaluating the impact of the amendments to the Hong Kong Financial Reporting Standards effective from January 1, 2026[18] - There were no significant events occurring after March 31, 2025, up to the date of this announcement[101]

Financial Performance - Revenue for the six months ended September 30, 2024, was HKD 70,056,000, representing a 19.5% increase from HKD 58,694,000 in the same period of 2023[4] - Gross profit for the same period was HKD 14,133,000, up 9.3% from HKD 12,928,000 year-on-year[4] - The company reported a profit attributable to owners of HKD 3,493,000 for the three months ended September 30, 2024, compared to HKD 1,798,000 in the previous year, marking a 94.5% increase[4] - Basic and diluted earnings per share for the six months ended September 30, 2024, were HKD 0.23, up from HKD 0.14 in the same period of 2023[5] - The pre-tax profit for the six months ended September 30, 2024, was HKD 3,041,000, compared to HKD 1,764,000 for the same period in 2023, indicating a significant increase of approximately 72.5%[20] - The company reported a total comprehensive income of HKD 22,150,000 for the period ended September 30, 2023, compared to HKD 20,019,000 for the same period in 2022, reflecting a growth of 10.6%[10] Assets and Equity - Total assets as of September 30, 2024, were HKD 48,713,000, compared to HKD 27,769,000 as of March 31, 2024, indicating a significant growth in asset base[6] - The company’s total equity increased to HKD 45,773,000 as of September 30, 2024, from HKD 25,672,000 as of March 31, 2024, showing strong financial health[6] - The company’s net current assets increased to HKD 43,921,000 from HKD 22,041,000, reflecting improved liquidity[6] - The company’s total assets as of September 30, 2024, were HKD 46,657,000, compared to HKD 46,657,000 as of April 1, 2023[10] Revenue Breakdown - Digital advertising services generated revenue of HKD 6,662,000 for the six months ended September 30, 2024, up 108.8% from HKD 3,196,000 in the same period last year[16] - Creative and technology services saw revenue increase to HKD 49,739,000 for the six months ended September 30, 2024, compared to HKD 40,174,000 in 2023, representing a 23.4% growth[16] - Revenue from external customers in Hong Kong was HKD 60,317,000, up from HKD 48,502,000 in the previous year, reflecting a growth of about 24.5%[21] - The external sales breakdown shows digital advertising services generated HKD 6,662,000, social media management services generated HKD 13,655,000, and creative and technology services generated HKD 49,739,000[19] Expenses and Costs - The increase in service costs was noted at HKD 55,923,000 for the six months ended September 30, 2024, compared to HKD 45,766,000 in the previous year, indicating rising operational expenses[4] - Total employee costs for the six months ended September 30, 2024, were HKD 17,403,000, compared to HKD 15,563,000 in the same period of 2023, representing an increase of about 11.8%[29] - Administrative expenses increased by approximately 4.65% to about HKD 9,290,000 for the six months ended September 30, 2023, primarily due to higher employee costs[49] - Selling expenses rose by approximately 8.17% from about HKD 2.79 million to approximately HKD 3.02 million, driven by increased marketing-related expenses and sales staff costs[48] Cash Flow and Financing - The net cash used in operating activities for the six months ended September 30, 2024, was HKD (1,130,000), compared to HKD 968,000 in the same period of 2023[12] - Cash and cash equivalents at the end of the period increased to HKD 34,114,000, up from HKD 18,327,000 in the previous year[12] - The company’s financing activities generated a net cash inflow of HKD 11,948,000 for the six months ended September 30, 2024, compared to a net outflow of HKD (770,000) in the same period last year[12] - The company has no interest-bearing loans or borrowings as of September 30, 2024, maintaining a strong financial position[58] Corporate Governance - The company has adopted a code of conduct for directors regarding securities trading, ensuring compliance with GEM listing rules[78] - The audit committee, consisting of three independent non-executive directors, has been established to oversee financial reporting and internal controls[82] - The board is committed to high standards of corporate governance and has implemented measures to enhance internal control systems[80] - The company aims to create value for shareholders and maximize returns through effective governance practices[80] Future Plans and Strategies - The company plans to continue expanding its market presence and investing in new technologies to drive future growth[4] - The company continues to focus on expanding its digital media services and enhancing its marketing capabilities to drive future growth[18] - The company is focusing on enhancing its position in the digital marketing market, leveraging the potential of artificial intelligence to optimize processes and improve overall efficiency[45] - The company plans to utilize approximately HKD 6,000,000 for developing online advertising business in China by March 31, 2027[55] Risks and Compliance - Key risks include the potential inability to attract and retain key personnel, which could adversely affect business development and growth[69] - There are no known conflicts of interest between directors and the company's business during the reporting period[76] - The company has established a non-competition agreement with its controlling shareholders to prevent conflicts of interest[77]

Financial Performance - The total revenue for the six months ended September 30, 2024, increased by 19.36% to approximately HKD 70,060,000 from HKD 58,690,000 for the same period in 2023[3]. - The gross profit margin slightly decreased from approximately 22.03% to 20.17% due to increased operational costs[3]. - The net profit attributable to the owners of the company for the six months ended September 30, 2024, was approximately HKD 3,040,000, up from HKD 1,760,000 for the same period in 2023[3]. - The increase in net profit was primarily due to higher revenues from digital advertising and creative technology services[3]. - The company recorded a gross profit of approximately HKD 14,130,000, an increase of about 9.32% from HKD 12,930,000 in the previous year[3]. - The company reported a total comprehensive income of approximately HKD 3,269,000 for the period, compared to HKD 1,825,000 in the previous year[4]. - The basic and diluted earnings per share for the six months ended September 30, 2024, were HKD 0.23, compared to HKD 0.14 for the same period in 2023[4]. - The company reported a pre-tax profit of HKD 3,041,000 for the six months ended September 30, 2024, compared to HKD 1,764,000 in the same period of 2023, representing a 72.4% increase[17]. - The company reported a comprehensive income of HKD 2,864,000 for the six months ended September 30, 2024, compared to HKD 2,131,000 for the same period in 2023[7]. Revenue Breakdown - Digital advertising service revenue for the three months ended September 30, 2024, was HKD 3,358,000, up 80.1% from HKD 1,860,000 in 2023[14]. - Creative and technology services revenue increased to HKD 49,739,000 for the six months ended September 30, 2024, compared to HKD 40,174,000 in 2023, reflecting a growth of 23.4%[14]. - Social media management service revenue decreased to HKD 13,655,000 for the six months ended September 30, 2024, down 10.9% from HKD 15,324,000 in 2023[14]. - Revenue from external customers in Hong Kong was HKD 60,317,000 for the six months ended September 30, 2024, an increase from HKD 48,502,000 in 2023, marking a growth of 24.5%[20]. - Revenue from external customers in China was HKD 8,805,000 for the six months ended September 30, 2024, compared to HKD 8,225,000 in 2023, showing a growth of 7.0%[20]. Expenses and Costs - The company experienced an increase in administrative expenses, which partially offset the profit increase[3]. - Total employee costs for the six months ended September 30, 2024, amounted to HKD 17,403, an increase of 11.03% from HKD 15,563 in the same period of 2023[26]. - Selling expenses rose by approximately 8.17% from about HKD 2,790,000 to approximately HKD 3,020,000, driven by increased marketing-related expenses and sales personnel costs[51]. - Administrative expenses increased by approximately 4.65% from about HKD 8,880,000 to approximately HKD 9,290,000, mainly due to rising administrative personnel costs[52]. Assets and Liabilities - As of September 30, 2024, total assets amounted to HKD 87,164,000, an increase from HKD 62,304,000 as of March 31, 2024, representing a growth of approximately 39.9%[5]. - The company's total equity rose to HKD 45,773,000 as of September 30, 2024, compared to HKD 25,672,000 as of March 31, 2024, indicating an increase of 78.3%[6]. - Total liabilities increased to HKD 45,773,000 as of September 30, 2024, compared to HKD 25,672,000 as of March 31, 2024, reflecting an increase of 78.3%[6]. - Trade receivables increased to HKD 39,016,000 as of September 30, 2024, from HKD 34,535,000 as of March 31, 2024, showing a growth of 12.5%[5]. - The company's non-current assets decreased to HKD 4,792,000 as of September 30, 2024, from HKD 5,728,000 as of March 31, 2024, a decline of approximately 16.4%[5]. Cash Flow and Financing - The company reported a net cash inflow from operating activities of HKD (1,130,000) for the six months ended September 30, 2024, compared to HKD 968,000 for the same period in 2023[8]. - Cash and cash equivalents increased to HKD 34,114,000 as of September 30, 2024, up from HKD 20,958,000 at the beginning of the period, reflecting a growth of 62.5%[8]. - The company recorded a net cash inflow from financing activities of HKD 11,948,000 for the six months ended September 30, 2024, compared to a net outflow of HKD (770,000) for the same period in 2023[8]. - The company's cash flow from investing activities showed a net inflow of HKD 2,515,000 for the six months ended September 30, 2024, compared to a net outflow of HKD (729,000) for the same period in 2023[8]. Corporate Governance - The company has established an Audit Committee consisting of three independent non-executive directors, with Ms. Fu Hongzhi as the chair since August 8, 2023[89]. - The Audit Committee is responsible for recommending the appointment and dismissal of external auditors, reviewing financial information, and overseeing internal controls and risk management systems[89]. - The board of directors consists of five executive directors and three independent non-executive directors, ensuring an appropriate balance of power and oversight[88]. - The company has maintained adherence to corporate governance principles, with ongoing efforts to enhance internal control systems and director training[87]. - The company has confirmed that no directors or major shareholders have interests that could conflict with the company's business operations[82]. Future Outlook and Strategy - The company continues to focus on expanding its digital advertising and creative services, which are key growth areas for future revenue[14]. - The company is focusing on consolidating its position in the digital marketing market and leveraging artificial intelligence tools to enhance service efficiency[46]. - The company continues to develop products and services such as chatbots, big data, and video solutions to align with the latest consumer market trends[45]. - The company anticipates ongoing challenges in operations due to rising labor costs and salaries[45]. Shareholder Information - The board has adopted a code of conduct for securities trading, confirming compliance with the GEM listing rules[84]. - The company has not established any arrangements for directors to acquire shares or debt securities during the reporting period, ensuring no conflicts of interest[81]. - The company has not engaged in any purchases, sales, or redemptions of its own securities during the reporting period, maintaining a conservative financial strategy[86]. - The company completed a rights issue on September 20, 2024, resulting in a total issued share capital of HKD 250,080 with 25,008,000 shares outstanding[64]. - The intended use of the net proceeds includes approximately HKD 6,000,000 for developing online advertising in China, HKD 4,000,000 for digital social media management services, and HKD 5,200,000 for general working capital[57].

Business Performance - The company reported a positive impact from the gradual easing of the pandemic and the recovery of cross-border activities, leading to improved business performance and short-term profit announcements[12]. - Local demand for digital marketing services in Hong Kong continues to show signs of weakness, with a shift in consumer spending patterns from Hong Kong to other cities in mainland China, affecting clients' advertising investments[12]. - The rise of AI-driven creative tools is expected to reduce the demand for external agencies, as clients prioritize cost by opting to hire in-house for digital marketing needs[12]. - The company acknowledges the ongoing challenges in the market, including rising labor costs and intensified competition, and is strategically assessing various approaches to maintain sustainable growth[12]. - The company aims to continue providing high-quality marketing and promotional solutions to foster innovation and sustainable development for its clients[13]. Financial Overview - The group's total revenue for the year was approximately HKD 116,130,000, a decrease of about 3.05% from HKD 119,780,000 in the previous year[22][23]. - Revenue from social media management services was approximately HKD 28,330,000, accounting for about 24.39% of total revenue, down from 27.55% the previous year[22][23]. - Revenue from digital advertising services was approximately HKD 9,080,000, representing about 7.82% of total revenue, slightly down from 7.85%[22][23]. - Revenue from creative and technology services increased to approximately HKD 78,730,000, making up about 67.79% of total revenue, up from 64.60%[22][23]. - The group's gross profit increased by approximately 2.05% to HKD 26,020,000, with a gross profit margin ranging from about 21.28% to 22.40%[23]. - Other income decreased significantly from approximately HKD 2,640,000 to about HKD 320,000, primarily due to reduced subsidies from the Hong Kong government[24]. - Administrative expenses decreased by approximately 27.75% to about HKD 18,630,000, mainly due to reduced administrative staff costs[30]. - The group reported a profit attributable to owners of approximately HKD 3,170,000, compared to a loss of HKD 5,900,000 in the previous year[33]. - The group has no interest-bearing loans or borrowings as of March 31, 2024, indicating a stable financial position[36]. - The group did not recommend the distribution of a final dividend for the year, consistent with the previous year[52]. Strategic Initiatives - The company is strategically transforming and exploring new opportunities, with Shandong identified as the strategic location for its mainland business headquarters[15]. - The company is evaluating opportunities in e-commerce, new technologies, health, and renewable energy for future development[15]. - There is a potential consideration for divesting parts of the business that may face challenges or difficulties in the future[15]. - The company is strategically planning to establish a mainland business headquarters in Shandong, focusing on e-commerce, new technology, health, and new energy sectors[71]. - The company is considering spinning off non-core businesses to leverage its expertise in emerging markets[71]. Leadership and Governance - The company reported a significant management change, with Mr. Ye Shuo Lin resigning as Chairman and CEO effective October 20, 2023, while remaining an Executive Director[74]. - The company has a diversified business model focusing on health, agricultural technology, and new materials, led by Mr. Yin Di, who was appointed as Chairman and CEO on October 20, 2023[81]. - The company has a strong leadership team with extensive experience in marketing and operational management, including Mr. Liu Li Ping, who was appointed as Executive Director on October 20, 2023[82]. - The board of directors includes newly appointed members as of October 20, 2023, and independent directors confirmed their independence[128][129]. - The company emphasizes the importance of corporate governance and compliance with applicable laws and regulations, providing monthly updates to directors on performance and outlook[177]. Corporate Social Responsibility - The company reported a total revenue of 4,000 HKD in charitable donations for the year, consistent with the previous year[106]. - The company maintains a policy against discrimination, ensuring equal employment and promotion opportunities for all employees[185]. Risk Management - The company has faced various risks and uncertainties, which are discussed in the annual business review section of the report[96]. - The company's credit risk is primarily concentrated in Hong Kong, accounting for approximately 95% of trade receivables as of March 31, 2024[54]. - The group has a conservative treasury policy to mitigate credit risk associated with trade receivables and bank balances[54]. Shareholder Information - The issued share capital as of March 31, 2024, was HKD 16,672,000, with 166,720,000 shares issued at a par value of HKD 0.01 each[41]. - The group successfully completed a share consolidation on July 16, 2021, reducing the total number of shares from 1,667,200,000 to 166,720,000[37]. - The stock option plan allows the company to grant options to selected participants as a reward for their contributions[113]. - A total of 166,720,000 stock options are available for issuance under the stock option plan, representing approximately 10% of the shares issued as of the report date[125]. - The maximum number of shares that can be issued under the stock option plan in any 12-month period is limited to 1% of the company's issued shares[119]. Compliance and Regulations - The company has confirmed compliance with GEM listing rules regarding the obligations of its directors[85][87]. - The audit committee reviewed the consolidated financial statements for the year, ensuring compliance with applicable accounting standards and GEM listing rules[165]. - The company confirmed compliance with applicable disclosure requirements under GEM listing rules regarding related party transactions[152].

Financial Performance - The total revenue for the fiscal year ending March 31, 2024, decreased by approximately 3.05% to about HKD 116,130,000 from HKD 119,780,000 for the previous year[5] - The group recorded a profit of approximately HKD 3,170,000 for the fiscal year ending March 31, 2024, compared to a loss of approximately HKD 5,900,000 for the previous year[6] - The total comprehensive income attributable to owners of the company for the fiscal year ending March 31, 2024, was HKD 3,504,000, compared to a loss of HKD 5,520,000 for the previous year[9] - Basic and diluted earnings per share for the fiscal year ending March 31, 2024, were HKD 1.90, compared to a loss of HKD 3.54 for the previous year[9] - The group reported a pre-tax profit of HKD 3,167,000 for the year ended March 31, 2024, compared to a pre-tax loss of HKD 5,818,000 in the previous year[27] - The group reported a profit attributable to owners of approximately HKD 3,170,000, compared to a loss of HKD 5,900,000 in the previous year[91] - Earnings per share for the year were HKD 1.90, recovering from a loss per share of HKD 3.54 in the previous year[91] Revenue Breakdown - The group experienced a decrease in revenue from social media management and digital advertising services, partially offset by an increase in revenue from creative and technology services[5] - Revenue from digital advertising services was HKD 9,077,000, down 3.5% from HKD 9,405,000[27] - Revenue from social media management services decreased by 14.1% to HKD 28,325,000 from HKD 33,002,000[27] - Revenue from creative and technology services increased by 1.8% to HKD 78,727,000 from HKD 77,373,000[27] - Revenue recognized at a point in time increased significantly to HKD 3,234,000 from HKD 1,524,000[24] - Revenue recognized over time decreased to HKD 112,895,000 from HKD 118,256,000[24] Cost Management - The administrative expenses decreased significantly from HKD 25,782,000 to HKD 18,627,000, reflecting effective cost control measures[9] - The company continues to execute cost control policies, resulting in reduced employee costs and marketing-related expenses[8] - The reduction in losses was primarily due to continued cost control measures and a decrease in marketing-related expenses[91] Assets and Liabilities - Non-current assets increased to HKD 5,728 million in 2024 from HKD 3,115 million in 2023, representing an increase of 83.5%[10] - Current assets rose to HKD 62,304 million in 2024, up from HKD 58,083 million in 2023, reflecting a growth of 4.1%[10] - Total liabilities decreased slightly to HKD 40,263 million in 2024 from HKD 40,923 million in 2023, a reduction of 1.6%[10] - Total equity increased significantly to HKD 25,672 million in 2024, compared to HKD 20,019 million in 2023, marking a growth of 28.4%[12] - Trade receivables surged to HKD 34,535 million in 2024, compared to HKD 12 million in 2023, indicating a substantial increase[10] - Cash and cash equivalents rose to HKD 20,958 million in 2024 from HKD 18,491 million in 2023, an increase of 8.0%[10] Corporate Governance - The board of directors consists of five executive directors and three independent non-executive directors, ensuring adequate checks and balances to protect the interests of the company and its shareholders[97] - The audit committee, composed of three independent non-executive directors, has reviewed the company's annual performance for the year[99] - The company has adhered to the corporate governance code, except for specific provisions regarding the separation of the roles of chairman and CEO[97] - The audit committee's written terms of reference were established in accordance with GEM listing rules and corporate governance code provisions[99] Future Outlook and Strategy - The company has expanded its digital media services and marketing services as part of its core business strategy[14] - The group anticipates challenges in the advertising industry due to rising labor costs and increased market competition driven by advancements in artificial intelligence technology[53] - The group continues to focus on enhancing services and products to adapt to changes in technology and consumer preferences[57] - The company plans to continue monitoring foreign currency risks and will consider hedging significant foreign currency exposures as necessary[72] Dividends and Share Capital - The company did not recommend the payment of a final dividend for the fiscal year ending March 31, 2024, consistent with the previous year[7] - The company did not declare any dividends for the fiscal years ending March 31, 2024, and 2023[38] - The company’s issued share capital as of March 31, 2024, was HKD 16,672,000, with 166,720,000 shares issued, maintaining the same capital structure as the previous year[74] - The company plans to implement a capital reorganization and rights issue, which was approved by shareholders at a special meeting on April 24, 2024[100] Regulatory Compliance - The group is currently evaluating the impact of revised regulations on long-term service obligations[21] - The company does not expect the adoption of new and revised Hong Kong Financial Reporting Standards to have a significant impact on its performance and financial position[23] - The group has not early adopted any new or revised Hong Kong Financial Reporting Standards that have been issued but are not yet effective[22]

Financial Performance - For the six months ended September 30, 2023, the company reported revenue of HKD 58,694,000, a slight decrease of 1.3% compared to HKD 59,482,000 in the same period of 2022[6]. - Gross profit for the same period increased to HKD 12,928,000, up 10.3% from HKD 11,719,000 year-on-year[6]. - The company achieved a profit before tax of HKD 1,764,000, a significant improvement from a loss of HKD 4,460,000 in the previous year[6]. - Basic and diluted earnings per share for the six months were HKD 1.06, compared to a loss of HKD 2.67 in the same period last year[6]. - The company reported a net profit of HKD 1,764,000 for the six months ended September 30, 2023, compared to a net loss of HKD 4,460,000 for the same period in 2022[40]. - The group reported a profit attributable to owners of approximately HKD 1,760,000, a significant improvement from a loss of approximately HKD 4,460,000 in the previous period[69]. Revenue Breakdown - Revenue from digital advertising services decreased by 37.5% to HKD 3,196,000 for the six months ended September 30, 2023, down from HKD 5,066,000 in the same period of 2022[21]. - Revenue from social media management services decreased by 14.2% to HKD 15,324,000 for the six months ended September 30, 2023, compared to HKD 17,858,000 in the same period of 2022[21]. - Revenue from creative and technology services increased by 10.4% to HKD 40,174,000 for the six months ended September 30, 2023, up from HKD 36,558,000 in the same period of 2022[21]. - Revenue from external customers for the six months ended September 30, 2023, was HKD 58,694,000, a decrease of 1.33% compared to HKD 59,482,000 for the same period in 2022[29]. - Revenue from external customers in China was HKD 8,225,000, down 13.78% from HKD 9,540,000 in the previous year[29]. - Revenue from external customers in Taiwan decreased by 27.83% to HKD 1,967,000 from HKD 2,725,000 year-on-year[29]. - Revenue from external customers in Hong Kong increased by 2.72% to HKD 48,502,000 compared to HKD 47,217,000 in the same period last year[29]. Assets and Liabilities - Total assets increased to HKD 63,459,000 as of September 30, 2023, compared to HKD 58,083,000 at the end of March 2023[7]. - The company's cash and cash equivalents stood at HKD 18,327,000, slightly down from HKD 18,491,000 at the end of the previous period[7]. - Trade receivables rose to HKD 39,992,000 from HKD 36,114,000, indicating improved collection efficiency[7]. - The company reported a total equity of HKD 22,150,000 as of September 30, 2023, up from HKD 20,019,000 at the end of March 2023[7]. - Trade payables increased to HKD 26,103,000 as of September 30, 2023, compared to HKD 24,550,000 as of March 31, 2023[49]. - As of September 30, 2023, trade receivables amounted to HKD 48,929,000, an increase from HKD 46,095,000 as of March 31, 2023[45]. Cash Flow - For the six months ended September 30, 2023, the net cash generated from operating activities was HKD 968,000, compared to a net cash used of HKD 2,731,000 in the same period of 2022, representing a significant turnaround[12]. - The net cash used in investing activities for the six months ended September 30, 2023, was HKD 729,000, a decrease from HKD 5,465,000 generated in the same period of 2022[12]. - The net cash used in financing activities for the six months ended September 30, 2023, was HKD 770,000, compared to HKD 2,612,000 used in the same period of 2022[12]. - The cash and cash equivalents at the end of the period were HKD 18,327,000, an increase from HKD 12,891,000 at the end of the same period in 2022[12]. Cost Management - Total employee costs for the six months were HKD 15,563,000, a decrease of 29.93% from HKD 22,182,000 in the previous year[39]. - Selling expenses decreased by approximately 38.85% to about HKD 2,790,000, mainly due to reduced marketing-related expenses and sales staff costs[64]. - Administrative expenses decreased by approximately 38.46% to about HKD 8,880,000, primarily due to lower depreciation of right-of-use assets and administrative staff costs[65]. - The company has implemented cost-saving measures to ensure business stability amid strict regulations in Hong Kong and mainland China[57]. Market Outlook and Strategy - The company plans to continue expanding its market presence and investing in new technologies to drive future growth[6]. - The reopening of borders in early 2023 has led to an increase in customer inquiries, indicating a more optimistic market demand[57]. - The gradual recovery of the tourism industry is seen as a positive growth indicator, with the company prepared to support clients in this sector[57]. - The company aims to leverage advanced artificial intelligence tools to enhance service efficiency and optimize processes[58]. - The company has diversified its customer base and expanded into new business sectors to increase revenue sources in a changing business environment[57]. Corporate Governance - The company is committed to high standards of corporate governance and has implemented measures to enhance internal control systems and ongoing professional training for directors[102]. - The audit committee, consisting of three independent non-executive directors, has reviewed the unaudited consolidated results for the period and confirmed compliance with applicable accounting standards[105]. - The company has adopted a code of conduct for directors regarding securities trading, ensuring compliance with GEM Listing Rules standards[99]. - The roles of chairman and CEO were held by the same individual until October 20, 2023, when a new chairman and CEO were appointed, which the board believes aids in executing business strategies effectively[103].

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佈的內容概不負責,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公佈全部或任何部份內容而 產生或因倚賴該等內容而引致的任何損失承擔任何責任。 Guoen Holdings Limited 國恩控股有限公司 (於開曼群島註冊成立的有限公司) (股份代號:8121) 截至二零二三年九月三十日止六個月的 中期業績公佈 香港聯合交易所有限公司(「聯交所」)GEM的特色 GEM的定位,乃為相比起其他在聯交所上市的公司帶有較高投資風險的中小型公司提供 一個上市的市場。有意投資的人士應瞭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 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。 本公佈乃根據聯交所GEM證券上市規則(「GEM上市規則」)的規定而提供有關國恩控股 有限公司(前稱為超凡網絡(控股)有限公司)(「本公司」,連同其附屬公司統稱「本集團」或 「我們」)的資料;本公司的董事(「董事」)願就本公佈所載資料共同及個別承 ...

Financial Performance - For the three months ended June 30, 2023, the company reported revenue of HKD 30,334,000, an increase of 6.9% compared to HKD 28,367,000 for the same period in 2022[6] - Gross profit for the same period was HKD 5,949,000, up from HKD 5,095,000, reflecting a gross margin improvement[6] - The company recorded a loss before tax of HKD 34,000, significantly reduced from a loss of HKD 2,840,000 in the prior year[6] - Total comprehensive income attributable to owners for the period was HKD 306,000, a recovery from a loss of HKD 2,598,000 in the same quarter last year[6] - Basic and diluted loss per share improved to HKD 0.02 from HKD 1.70 year-over-year[6] - The company reported a net loss attributable to shareholders of HKD 34,000 for the three months ended June 30, 2023, compared to a net loss of HKD 2,840,000 for the same period in 2022[28] Revenue Breakdown - Revenue from social media management services decreased to HKD 7,356,000, down 16.3% from HKD 8,794,000 in the previous year[18] - Revenue from digital advertising services fell to HKD 1,336,000, a decline of 49.6% compared to HKD 2,642,000 in the same period last year[18] - Revenue from creative and technology services increased significantly to HKD 21,642,000, up 27.8% from HKD 16,931,000 in the prior year[18] - Total revenue increased by approximately 6.93% from about HKD 28,370,000 to approximately HKD 30,330,000, primarily due to increased income from creative and technology services[34] Cost Management - The total employee costs for the period were HKD 7,974,000, a decrease of 34.5% from HKD 12,188,000 in the previous year[26] - Selling expenses decreased by approximately 37.48% from about HKD 2,350,000 to approximately HKD 1,470,000, driven by reductions in marketing-related expenses and sales staff costs[37] - Administrative expenses fell by approximately 37.09% from about HKD 7,540,000 to approximately HKD 4,750,000, primarily due to a decrease in administrative staff costs[38] - The company reported a loss attributable to owners of approximately HKD 30,000, a significant reduction from about HKD 2,840,000 in the previous period, attributed to increased revenue from creative and technology services and effective cost control measures[42] Other Income and Expenses - Other comprehensive income included a foreign exchange gain of HKD 340,000, compared to HKD 242,000 in the previous year[6] - Other income and net gains for the three months ended June 30, 2023, were HKD 64,000, a significant decrease from HKD 1,721,000 in the same period last year[20] - Other income decreased significantly from about HKD 1,720,000 to approximately HKD 60,000, mainly due to a reduction in subsidies received under the "Employment Support" scheme[36] - Financing costs remained stable at approximately HKD 40,000, consistent with the previous period[39] Corporate Strategy and Governance - The company continues to focus on digital media services and marketing services as part of its core business strategy[11] - The company is exploring market expansion opportunities but has not disclosed specific plans or targets at this time[6] - The company plans to leverage artificial intelligence tools to enhance service efficiency and optimize processes in the digital marketing sector[31] - The company has adhered to the corporate governance code, except for the provision that the roles of chairman and CEO should be separate, which is currently held by the same individual, Mr. Ye Shuo Lin[62] - The audit committee has reviewed the unaudited consolidated results for the period and confirmed compliance with applicable accounting standards and GEM listing rules[64] Shareholder Information - The company's total equity as of June 30, 2023, was HKD 20,314,000, an increase from HKD 20,019,000 at the beginning of the period[7] - As of June 30, 2023, there are 166,720,000 unexercised share options available under the share option scheme, representing approximately 10% of the issued shares as of the report date[54] - The company did not declare any interim dividends for the period[24] - No interim dividend was declared for the period, consistent with the previous period[45] Market Conditions - The company has seen an increase in customer inquiries since the reopening of borders in early 2023, indicating a positive market demand[30] - There are no significant new product launches or technological developments reported during this quarter[6] - There were no significant events occurring after June 30, 2023, up to the report date[44] Investment Plans - The company plans to hold investment properties valued at approximately HKD 1,170,000, with a focus on capital appreciation[47]