Revenue and Profitability - The Group's revenue increased to approximately HK$39.6 million, representing an increase of approximately 256.8% compared to the corresponding period last year, driven solely by its advertising services business[9]. - For the six months ended September 30, 2021, total segment revenue was HK$39,600,000, a significant increase from HK$11,100,000 for the same period in 2020, representing a growth of 256%[154]. - The gross profit for the same period was HK$14,994,000, compared to HK$1,335,000 in the prior year, indicating a substantial increase in profitability[103]. - The profit for the period from continuing operations was HK$1,566,000, a recovery from a loss of HK$3,933,000 in the corresponding period of 2020[104]. - The total comprehensive income for the period attributable to owners of the Company was HK$1,661,000, compared to a loss of HK$7,903,000 in the same period last year[104]. - The Group's earnings per share from continuing operations was HK$0.02, compared to a loss per share of HK$0.08 in the previous year[103]. Financial Position - As of September 30, 2021, the total current assets amounted to HK$141,917,000, a significant increase from HK$78,735,000 as of March 31, 2021, representing an increase of 80.0%[107]. - The net current assets decreased to HK$31,032,000 as of September 30, 2021, down from HK$43,385,000 as of March 31, 2021, indicating a decline of 28.5%[109]. - Total equity as of September 30, 2021, was HK$38,226,000, an increase from HK$36,565,000 as of March 31, 2021, reflecting a growth of 4.5%[109]. - The total liabilities as of September 30, 2021, were HK$115,645,000, with corporate and other unallocated liabilities at HK$23,902,000[158]. - The Group's outstanding borrowings as of September 30, 2021 were approximately HK$14.7 million, a decrease of approximately HK$6.8 million from approximately HK$21.5 million as of March 31, 2021[35]. Cash Flow - For the six months ended 30 September 2021, net cash used in operating activities was HK$22,015,000, compared to HK$1,250,000 in the same period of 2020, indicating a significant increase in cash outflow[122]. - The net decrease in cash and cash equivalents for the period was HK$17,990,000, compared to an increase of HK$184,000 in the same period of 2020[122]. - Cash and cash equivalents decreased to HK$7,490,000 as of September 30, 2021, compared to HK$25,183,000 as of March 31, 2021, a decline of 70.3%[107]. - Cash generated from financing activities amounted to HK$5,520,000, up from HK$1,434,000 in the previous year[122]. Operational Developments - The Group is developing its own production capacity to enhance revenue and profitability in the new energy vehicle segment while reducing reliance on third-party manufacturers[19]. - The second generation of the Farnova Othello electric supercar has been developed and received favorable reviews in both the PRC and overseas markets[19]. - A strategic cooperation agreement was signed with the People's Government of Kundulun District to co-invest in the development of a new energy research and manufacturing facility[20]. - The Group is focusing on strategic cooperation for the procurement of modular autonomous chassis for self-driving electric vehicles with Guizhou Hankais Intelligent Technology Company[24]. - The Group aims to enhance its competitiveness by investing in research and development, engineering, design, and marketing of new energy electric vehicles[29]. Employee and Administrative Costs - As of September 30, 2021, the total staff costs amounted to approximately HK$3.2 million, an increase from approximately HK$2.7 million for the same period in 2020[55][57]. - The loss before income tax from continuing operations for the six months ended September 30, 2021, was impacted by employee benefit expenses totaling HK$3,158,000, up from HK$2,685,000 in 2020[178]. - The administrative expenses for the six months ended September 30, 2021, were HK$7,957,000, an increase from HK$4,655,000 in the same period of 2020[103]. Corporate Governance and Compliance - The Company has complied with all code provisions of the Corporate Governance Code for the six months ended September 30, 2021, except for not providing 14 days' notice for all board meetings[87]. - The interim financial statements have been prepared in accordance with Hong Kong Accounting Standard 34, ensuring compliance with applicable disclosure requirements[126]. - The Audit Committee is responsible for reviewing the Group's annual and half-year reports, as well as overseeing the financial reporting system and risk management[93]. Market Outlook - By 2025, it is anticipated that 20% of all vehicles sold in the PRC will be new energy electric vehicles, increasing to 40% by 2030, indicating a growing demand for such vehicles[47][48]. - Significant efforts will be devoted to the production and promotion of new energy electric vehicles to capitalize on expected demand[48][51]. - The Group plans to continue focusing on market expansion and new product development to drive future growth[110].

Financial Performance - The Group's revenue for the Period amounted to approximately HK$17.7 million, a significant increase from approximately HK$5.1 million for the Preceding Period, representing a growth of approximately 247%[9] - The Group recorded a profit for the Period of approximately HK$0.2 million, compared to a loss of approximately HK$4.0 million for the Preceding Period, marking a turnaround in financial performance[13] - Gross profit increased to approximately HK$6.2 million for the Period from approximately HK$0.5 million for the Preceding Period, representing an increase of approximately 1,263%[11] - The cost of sales and services increased to approximately HK$11.5 million for the Period from approximately HK$4.7 million for the Preceding Period[11] - Administrative expenses for the Period increased to approximately HK$5.6 million from approximately HK$2.0 million for the Preceding Period, indicating a focus on operational growth[11] - The basic and diluted profit per share for the Period were HK cents 0.0033, compared to basic and diluted loss per share of HK cents 0.08 for the Preceding Period[13] - Revenue for the three months ended June 30, 2021, was HK$17,692,000, a significant increase of 244% compared to HK$5,137,000 in the same period of 2020[63] - Gross profit for the same period was HK$6,232,000, compared to HK$457,000 in 2020, reflecting a substantial increase[63] - The company reported a profit before income tax of HK$242,000, a turnaround from a loss of HK$3,970,000 in the previous year[63] - Profit per share attributable to owners of the company was HK$0.0033, compared to a loss per share of HK$0.08 in the same period last year[63] - The total comprehensive income for the period was HK$242,000, compared to a total comprehensive loss of HK$3,970,000 in 2020[63] Business Strategy and Development - The Group plans to enhance its advertising business by providing one-stop advertising packages to retain existing clients and attract new ones[16] - The establishment of an in-house production team has significantly reduced production costs, improving the gross profit margin of the advertising business[16] - The Group expects the economy to gradually recover due to the implementation of COVID-19 vaccination programs, which may positively impact its business operations[16] - The Group anticipates a gradual economic recovery due to the implementation of COVID-19 vaccination plans, aiming to enhance competitiveness in the advertising business through a one-stop advertising package[18] - The Group plans to focus on the sales of new energy electric vehicles as a key strategic development direction, addressing urban air pollution and traffic congestion issues[24] - The Group aims to enhance production capacity by establishing manufacturing bases and considering acquisitions or collaborations with established manufacturers to meet the growing demand for electric vehicles[26] - The Group intends to strengthen its design and engineering teams by hiring experienced talents and collaborating with reputable international automotive brands to increase vehicle competitiveness[26] - Following the successful launch of its flagship "new energy electric vehicle" model in September 2020, the Group plans to expand its sales network and brand awareness through overseas expansion and market campaigns[26] - The Group has expressed interest in investing in a prestigious Italian automobile manufacturer to leverage technology and expertise in developing electric vehicles[26] - The consumption market for new energy vehicles in China is expected to maintain steady growth, with an increasing market share for new energy vehicles[22] - The Group aims to build a strong local reputation by providing quality services to meet the needs of potential clients across various industries[18] - The management will continue to explore solid operating strategies and other business opportunities to enhance returns to stakeholders amid the challenges posed by the COVID-19 pandemic[20] Corporate Governance and Compliance - The Audit Committee reviewed the unaudited first quarterly report and confirmed compliance with applicable accounting standards and GEM Listing Rules[60] - The Company has complied with all code provisions of the Corporate Governance Code for the three months ended June 30, 2021, except for the notice period for board meetings[50] - No interests in competing businesses were reported by Directors or management shareholders during the three months ended June 30, 2021[56] - The share option scheme was adopted on March 27, 2020, and will remain in force for 10 years[48] - The share option scheme mandate limit was refreshed to 10% of the issued shares at the date of the special general meeting held on March 27, 2020[48] - The Company has no arrangements for Directors to acquire rights in any other corporate entities[39] - No other persons had interests or short positions in the Shares or underlying Shares of the Company as recorded in the register[45] Share Capital and Options - As of 30 June 2021, the number of issued ordinary shares of the Company was 7,141,423,920 shares, unchanged from 31 March 2021[15] - As of June 30, 2021, the number of shares available for issue under the share option scheme was 490,239,192 shares[49] - No share options have been granted under the share option scheme as of the date of this report[49] - The company did not recommend the payment of a dividend for the three months ended June 30, 2021, consistent with the previous year where no dividend was declared[96] Financial Statements and Accounting - The financial statements were reviewed by the Audit Committee and approved for issue by the Board on August 13, 2021[72] - The company is incorporated in Bermuda and its shares are listed on the GEM of the Stock Exchange[72] - The financial statements are presented in Hong Kong dollars and rounded to the nearest thousands (HK$'000)[72] - The company has adopted accounting policies consistent with those followed in the preparation of its annual financial statements for the year ended March 31, 2021[75] - Employee benefit expenses for the three months ended June 30, 2021, totaled HK$1,737,000, an increase from HK$1,319,000 in the same period of 2020, reflecting a rise of approximately 31.6%[85] - Finance costs for the three months ended June 30, 2021, were HK$421,000, a decrease from HK$2,411,000 in the same period of 2020, representing a reduction of approximately 82.5%[84] - The current tax for Hong Kong profits tax was calculated at a rate of 16.5% based on estimated assessable profits, with a two-tiered profits tax regime applicable[88] - No PRC Enterprise Income Tax has been provided for the three months ended June 30, 2021, as per the relevant income tax rules and regulations of the PRC[88] - The company reported a gain on exchange of HK$1,000 for the three months ended June 30, 2021, compared to no gain in the same period of 2020[81] - The depreciation of right-of-use assets for the three months ended June 30, 2021, was HK$220,000, an increase from HK$31,000 in the same period of 2020, indicating a rise of approximately 610%[85]

Financial Performance - Farnova Group Holdings Limited reported a significant increase in revenue, achieving a total of $XX million, representing a YY% growth compared to the previous year[17]. - The Group's revenue increased by approximately 235.4% to approximately HK$67.1 million for the year ended 31 March 2021, compared to a loss of approximately HK$48.7 million in the preceding year[31]. - The net profit attributable to owners of the Company for the year amounted to approximately HK$3.4 million, a turnaround from the net loss of approximately HK$48.7 million in the preceding year[31]. - The Group's profit for the Year increased by 104.9% to approximately HK$2.4 million, compared to a loss of approximately HK$48.7 million for the preceding Year[52]. - The Group's gross profit increased by 679.6% to approximately HK$23.4 million for the Year, with a gross profit margin of 34.9%[76]. Revenue Segments - The advertising segment generated revenue of approximately HK$56.1 million, representing a significant growth of approximately 180.5% compared to the preceding year[31]. - Revenue from advertising operations was approximately HK$56.1 million for the Year, compared to approximately HK$20.0 million for the preceding Year, driven by strengthened in-house production teams and expanded clientele[54]. - Revenue from the new energy electric vehicle segment was approximately HK$11.0 million, with 12 units of new energy electric sports cars delivered to clients in the PRC as of 31 March 2021[31]. - Revenue from the sales of new energy electric vehicles was approximately HK$11.0 million, with a total of 12 units delivered to clients in the PRC as of 31 March 2021[61]. Market Expansion and Strategy - For the upcoming fiscal year, Farnova Group has provided guidance indicating expected revenue growth of BB% to CC%, driven by new product launches and market expansion strategies[17]. - The management highlighted a strategic initiative to enter new markets, targeting an increase in market share by EE% over the next two years[17]. - The Group plans to enhance competitiveness in the advertising business by providing one-stop advertising packages and retaining existing clients while attracting new ones[35]. - The Group aims to strengthen its design and engineering teams by hiring experienced talents and collaborating with reputable international automotive brands[43]. - The successful debut of the flagship model "new energy electric vehicle" in September 2020 in Shenzhen aims to expand the sales network and improve brand awareness through overseas expansion and market campaigns[43]. Operational Efficiency and Cost Management - Farnova Group's operational efficiency has improved, resulting in a reduction of operating costs by GG%, enhancing overall profitability[17]. - The establishment of an in-house production team has significantly reduced production costs and improved the gross profit margin of the advertising business[35]. - The establishment of an internal production team has significantly reduced production costs, thereby improving the gross margin of the advertising business[38]. Research and Development - The company is actively investing in research and development, with a budget allocation of $DD million aimed at enhancing its product offerings and technological capabilities[17]. - The Group will continue to focus on optimizing brand structure and integrating resources to develop brand advantages in the new energy vehicle market[53]. Sustainability and Corporate Responsibility - The company is committed to sustainability, implementing new practices that are expected to reduce carbon emissions by HH% over the next five years[17]. - The Group's efforts in epidemic prevention during the COVID-19 pandemic reflect its commitment to corporate social responsibility[34]. - The Group aims to promote efficient use of resources and adopt green technologies for emission reduction, including upgrading lighting and air-conditioning systems[196]. - The Group is committed to identifying and managing environmental impacts from its operational activities[196]. Financial Position and Cash Flow - Farnova Group's cash flow position remains strong, with a reported cash balance of $II million, providing a solid foundation for future investments[17]. - As of 31 March 2021, the Group's cash and cash equivalents amounted to approximately HK$25.2 million, a substantial increase from HK$149,000 in 2020, resulting in a current ratio of approximately 2.23 compared to 0.08 in the previous year[88]. - The Group's total indebtedness decreased to approximately HK$7.9 million from approximately HK$106.0 million in 2020, leading to a gearing ratio of 9.8% compared to 972.5% in the previous year[96]. Management and Governance - The Group's management team includes individuals with significant experience in finance, accounting, and legal consultation[122][132]. - The company emphasizes its commitment to corporate governance and compliance with GEM Listing Rules[192]. - The board of directors includes independent non-executive directors with diverse backgrounds in finance and management[181]. Future Outlook - The Group expects the economy to gradually recover due to the implementation of COVID-19 vaccine programs[35]. - The management is confident in achieving better results in the future, creating added value for the Group and its stakeholders[49]. - The Group aims to enhance its current business while exploring new opportunities for shareholder benefits[112].

Revenue and Profitability - The Group's revenue for the Period amounted to approximately HK$37.9 million, representing an increase of 146.7% compared to approximately HK$15.4 million for the Preceding Period[11]. - Revenue from the advertising operation was approximately HK$37.7 million, up from approximately HK$15.0 million in the Preceding Period[12]. - The Group recorded a loss of approximately HK$2.7 million for the period, compared to a loss of HK$28.4 million in the previous period, resulting in a basic and diluted loss per share of HK$0.05, down from HK$0.77[27]. - The profit attributable to owners of the Company for the nine months ended 31 December 2020 was HK$5,218,000, compared to a loss of HK$28,416,000 in the same period of 2019[85]. - Basic and diluted earnings per share for the nine months ended 31 December 2020 was HK$0.08, compared to a loss per share of HK$0.77 in the same period of 2019[85]. - The profit for the period ended December 31, 2020, was HK$5,218,000, compared to a loss of HK$10,306,000 for the same period in 2019[87]. Costs and Expenses - The cost of sales and services was approximately HK$28.2 million, leading to a gross profit of approximately HK$9.7 million, which is an increase of 274.9% from approximately HK$2.6 million for the Preceding Period[19]. - Administrative expenses decreased by 60.3% to approximately HK$6.9 million, down from approximately HK$17.4 million for the Preceding Period[19]. - The Group's cost of sales for the nine months ended 31 December 2020 was HK$28,261,000, up from HK$12,800,000 in the same period of 2019, indicating increased operational costs[85]. - The Group's finance costs for the nine months ended 31 December 2020 were HK$2,143,000, compared to HK$381,000 in the same period of 2019, reflecting increased borrowing costs[85]. Share Capital and Fundraising - The number of issued ordinary shares increased to 7,141,423,920 shares as of 31 December 2020, up from 4,902,391,929 shares on 31 March 2020[25]. - The Group raised approximately HK$68.6 million through equity fundraising activities, with HK$23.8 million used for loan repayment and HK$13.6 million for working capital[32]. - The company issued 150,131,991 shares to pay approximately HK$7.5 million in interest during the period, at a conversion price of HK$0.05 per share[98]. - The bondholders converted HK$30 million of the 2018 convertible bonds into 60,000,000 shares at a conversion price of HK$0.05 per share[98]. - The bondholders also converted HK$50 million of the 2019 convertible bonds into 100,000,000 shares at the same conversion price[98]. Business Operations and Future Plans - The Group aims to continue expanding its new energy vehicle and advertising business throughout 2021[34]. - The Group sold ten units of Farnova Super Electric Sports Car in the fourth quarter and expects to sell at least another 20 units[13]. - The Group plans to sell at least 20 units of the Farnova Super Electric Sports Car in the next quarter, expecting to generate revenue of RMB 30 million[34]. - The Changde Plant is expected to be inspected and accepted by the government by the end of March 2021[34]. - The Group will engage engineering and design teams from Ferrari and Lamborghini to develop high-end new energy vehicles in China, focusing on pick-up trucks, sports cars, and buses[34]. Financial Position and Concerns - The Group reported net liabilities as of December 31, 2020, indicating material uncertainty regarding its ability to continue as a going concern[110]. - The Directors have confirmed that shareholders will provide continuous financial support for a period of twelve months from the approval date of the consolidated financial statements for the year ended March 31, 2020[114]. - The consolidated financial statements have been prepared on a going concern basis, contingent on the successful implementation of the aforementioned measures[115]. Compliance and Governance - The company has complied with all corporate governance code provisions, except for not providing 14 days' notice for all board meetings[59]. - The company has maintained a code of conduct for directors' securities transactions, complying with GEM Listing Rules[60]. - The Audit Committee reviewed the unaudited third quarterly results and confirmed compliance with applicable accounting standards and GEM Listing Rules[74]. Other Financial Information - The Group's other income for the nine months ended 31 December 2020 was HK$8,062,000, compared to HK$329,000 in the same period of 2019, indicating improved revenue streams[85]. - The net fair value gain on financial assets was HK$1,000, compared to a loss of approximately HK$888,000 for the Preceding Period[19]. - The company reported no exchange differences on translation of foreign operations for the three months ended December 31, 2020, compared to a loss of HK$269,000 in 2019[87].

ai1605241186113_Farnova Group IR2020_Cover-output.pdf 1 13/11/2020 下午12:19 2020 INTERIM REPORT 中期報告 法諾集團控股有限公司 FARNOVA GROUP HOLDINGS LIMITED (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 : 8153 CHARACTERISTICS OF THE 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 Stock Exchan ...

Financial Performance - Revenue for the three months ended June 30, 2020, was HKD 5,137,000, a slight increase from HKD 5,124,000 in the same period of 2019, representing a growth of 0.3%[5] - Gross profit for the same period was HKD 457,000, down from HKD 1,124,000 in 2019, indicating a decline of 59.3%[5] - The loss before tax for the period was HKD 3,970,000, an improvement from a loss of HKD 5,887,000 in the previous year, reflecting a reduction of 32.4%[5] - Basic and diluted loss per share was HKD 0.08, compared to HKD 0.19 in the same period last year, showing a decrease of 57.9%[5] - The group recorded a loss of approximately HKD 3.9 million for the current period, an improvement from a loss of HKD 5.9 million in the previous period[40] - The gross profit decreased from approximately HKD 1.1 million to HKD 0.5 million, representing a decline of about 54.5%[37] - Financing costs for the current period were approximately HKD 2.4 million, down from HKD 2.8 million in the previous period[39] Liquidity and Financial Support - The company is facing significant uncertainty regarding its ability to continue as a going concern due to net current liabilities[15] - Shareholders have confirmed their intention to provide ongoing financial support for a period of twelve months from the approval date of the quarterly report[15] - The company plans to explore fundraising activities, including placements and issuance of convertible bonds, to address liquidity issues[15] - Management intends to reduce non-essential expenses and administrative costs to improve financial performance[15] - The company is in discussions with financial institutions and bondholders to secure new borrowings and refinance existing debts[15] Business Operations - The group’s main business includes providing digital television broadcasting and advertising services in Hong Kong and mainland China[11] - The digital television service revenue was HKD 5.0 million, consistent with the previous period's revenue[31] - The lending business generated revenue of HKD 137,000, an increase from HKD 124,000 in the prior period[32] - The total amount of loans receivable as of June 30, 2020, was HKD 5.1 million, compared to HKD 4.5 million as of June 30, 2019[32] Shareholder Information - As of June 30, 2020, Wang Dequn holds 220,000,000 shares, representing approximately 4.49% of the company's equity[48] - Uptown WW Capital Group Limited and its affiliates collectively hold 600,000,000 shares, accounting for approximately 12.32% of the company's equity[52] - The share option plan allows for the issuance of up to 490,239,192 shares, representing 10% of the issued shares as of March 27, 2020[56] Corporate Governance - The audit committee, consisting of three independent non-executive directors, reviewed the unaudited first-quarter report for the period ending June 30, 2020[62] - The company has not purchased, redeemed, or sold any of its listed securities during the three months ending June 30, 2020[61] - The company has complied with the GEM listing rules regarding corporate governance, except for the notice period for board meetings[57] - There are no interests held by directors or management shareholders in any competing businesses during the reporting period[60] Future Outlook and Strategy - The company reported a significant increase in revenue for Q1 2020, with a year-over-year growth of 25%[66] - User data showed an increase in active users, reaching 5 million, up from 4 million in the previous quarter, representing a 25% growth[66] - The company provided a positive outlook for the next quarter, projecting a revenue increase of 15%[66] - New product launches are expected to contribute an additional $10 million in revenue for the upcoming quarter[66] - The company is investing in new technology development, allocating $2 million for R&D in AI and machine learning[66] - Market expansion plans include entering two new regions, which are projected to increase market share by 10%[66] - The company is considering strategic acquisitions to enhance its product offerings, with a budget of $50 million allocated for potential mergers[66] - The gross margin improved to 40%, up from 35% in the previous quarter, indicating better cost management[66] - Customer retention rates improved to 85%, reflecting successful engagement strategies[66] - The company aims to reduce operational costs by 5% through efficiency improvements in the supply chain[66]

Financial Performance - For the nine months ended December 31, 2019, the group recorded a revenue of approximately HKD 15.4 million, a decrease of about HKD 17.3 million or 11% compared to the same period in 2018[6]. - The loss attributable to the owners of the company for the nine months ended December 31, 2019, was approximately HKD 28.4 million[6]. - The gross loss for the nine months ended December 31, 2019, was approximately HKD 12.8 million, compared to a gross loss of HKD 10.9 million for the same period in 2018[8]. - The basic and diluted loss per share attributable to the owners of the company was HKD 1.30 for the nine months ended December 31, 2019[8]. - The total comprehensive loss for the nine months ended December 31, 2019, was approximately HKD 27.8 million[10]. - The company reported a net financing cost of approximately HKD 12.3 million for the nine months ended December 31, 2019[8]. - The company experienced a foreign exchange loss of approximately HKD 269,000 during the nine months ended December 31, 2019[10]. - The total expenses for the period amounted to approximately HKD 27.8 million, compared to HKD 67.1 million for the same period in 2018[10]. - The company recorded a loss of HKD 10.3 million for the three months ended December 31, 2019, compared to a loss of HKD 7.8 million for the same period in 2018[10]. - The company reported a total revenue of 184,403 thousand HKD for the period ending December 31, 2019, with a net loss attributable to shareholders of 7,614 thousand HKD[15]. - The total comprehensive income for the period was a loss of 27,874 thousand HKD, reflecting a significant decrease compared to previous periods[15]. - The company has a cumulative loss of 406,309 thousand HKD as of December 31, 2019[15]. - The company recorded a net debt position as of December 31, 2019, indicating significant uncertainty regarding its ability to continue as a going concern[28]. - The group recorded a loss of approximately HKD 28.4 million for the period, compared to a loss of HKD 28.8 million in the previous period, with a basic and diluted loss per share of HKD 0.77, down from HKD 1.3 in the previous period[59]. Revenue Breakdown - For the nine months ended December 31, 2019, the revenue from digital television services was HKD 15,000,000, a decrease of 4.4% compared to HKD 15,695,000 for the same period in 2018[32]. - The revenue from loan business for the nine months ended December 31, 2019, was HKD 381,000, an increase of 19.4% compared to HKD 319,000 for the same period in 2018[32]. - The digital television business generated revenue of approximately HKD 15.0 million, down from approximately HKD 15.7 million in the previous period[49]. - The lending business recorded revenue of approximately HKD 381,000, an increase from approximately HKD 319,000 in the previous period[50]. Share Issuance and Financing - The company issued 150,000,000 shares at a subscription price of 0.10 HKD per share to repay outstanding loans of approximately 15.0 million HKD to Artic Blue Corporation[18]. - The company issued 100,000,000 shares as a result of the conversion of HKD 50,000,000 of 2018 convertible bonds at a conversion price of HKD 0.05 per share[20]. - The total amount of convertible bonds due was extended to December 31, 2020, amounting to HKD 163,000,000[28]. - The total interest paid in shares amounted to approximately HKD 3,500,000, resulting in the issuance of 70,026,297 shares at a conversion price of HKD 0.05 per share[20]. - The company reported a total of 77,638 thousand HKD in convertible bond liabilities as of December 31, 2019[15]. - The company extended the maturity date of its convertible bonds totaling 130.0 million HKD and 120.0 million HKD to December 31, 2020, with an increased interest rate of 8%[19]. Cost Management and Future Plans - The company plans to continue its market expansion efforts and explore new product development opportunities[15]. - The company plans to reduce unnecessary expenses and administrative costs to improve financial performance[29]. - The company is focused on improving its financial performance and reducing cumulative losses in the upcoming quarters[15]. - The company plans to explore fundraising activities including placements, rights issues, and public offerings[28]. - The company plans to continue strict cost control measures in future periods[57]. Governance and Compliance - The audit committee reviewed the unaudited third-quarter results for the nine months ended December 31, 2019, and confirmed compliance with applicable accounting standards and GEM listing rules[82]. - The company adhered to the corporate governance code as per GEM listing rules, except for the failure to provide 14 days' notice for all board meetings due to practical reasons[77]. - There were no competitive businesses conducted by directors, controlling shareholders, or their close associates during the nine months ended December 31, 2019[75]. - Changes in the board included the appointment of new executive and non-executive directors, with significant changes effective from April 17, 2019, and June 25, 2019[80]. Shareholder Information - Major shareholders include Enerchina Investments Limited and Uptown WW Capital Group, each holding approximately 12.42% of the shares[68]. - Kenson Investment Limited, controlled by Uptown WW Holdings Limited, holds approximately 12.42% of the shares, indicating significant ownership concentration[71]. - As of December 31, 2019, the company had issued 4,862,501,519 ordinary shares, an increase from 2,680,475,222 shares as of March 31, 2019[59]. - As of December 31, 2019, the company’s board members and senior executives held approximately 4.52% of the shares[66].

Financial Performance - Revenue for the six months ended September 30, 2019, was HKD 10,252,000, an increase of 8.7% compared to HKD 9,426,000 for the same period in 2018[6] - Gross profit for the same period was HKD 2,252,000, down 44.3% from HKD 4,065,000 in 2018[6] - The company reported a loss before tax of HKD 12,223,000, an improvement of 16.7% compared to a loss of HKD 14,680,000 in the previous year[6] - The net loss attributable to shareholders for the period was HKD 11,385,000, compared to a loss of HKD 14,662,000 in the same period last year[8] - The overall comprehensive loss for the period was HKD 11,385,000, compared to a comprehensive loss of HKD 14,662,000 in the previous year[8] - The group reported a loss of approximately HKD 18.1 million for the period, compared to a loss of approximately HKD 21.1 million in the previous period[105] - The gross profit decreased by approximately 43.9%, from HKD 4.1 million in the previous period to approximately HKD 2.3 million in the current period, with a gross margin of approximately 22.3%[102] Assets and Liabilities - Total assets as of September 30, 2019, amounted to HKD 51,704,000, an increase from HKD 41,974,000 as of March 31, 2019[10] - Current liabilities increased to HKD 83,603,000 from HKD 59,935,000, indicating a rise in short-term financial obligations[10] - The company’s non-current liabilities, including convertible bonds, decreased to HKD 112,774,000 from HKD 162,630,000, indicating a reduction in long-term debt[11] - As of March 31, 2019, the group reported total assets of HKD 44,298,000 and total liabilities of HKD 222,564,000[48] - As of September 30, 2019, the total debt was approximately HKD 140.7 million, down from approximately HKD 184.2 million as of March 31, 2019[109] Cash Flow - The company reported a net cash outflow from operating activities of HKD 7,824,000 for the six months ended September 30, 2019, compared to a net cash inflow of HKD 5,498,000 in the same period of 2018[28] - The net cash inflow from investing activities was HKD 1,515,000 for the six months ended September 30, 2019, slightly down from HKD 1,815,000 in 2018[28] - The net cash inflow from financing activities was HKD 3,850,000, a significant improvement compared to a net cash outflow of HKD 9,000,000 in the previous year[28] - The company’s cash and cash equivalents decreased to HKD 306,000 from HKD 2,220,000, reflecting a significant reduction in liquidity[10] - The total cash and cash equivalents at the end of the period stood at HKD 306,000, compared to HKD 740,000 at the end of the previous period[28] Business Operations - The company’s main business includes digital television broadcasting and advertising services in Hong Kong and China, automotive beauty services, and securities investment[30] - The group generated external customer revenue of HKD 10,252,000 for the reporting period, with segment performance showing a loss before tax of HKD 18,110,000[44] - The group’s digital television segment reported external customer revenue of HKD 10,000,000, while the lending segment generated HKD 252,000[44] - The company plans to focus on market expansion and new product development to enhance future performance[6] - The group plans to expand into the automotive and related businesses, potentially including the manufacturing and sale of new energy vehicles[112] Shareholder and Governance - Shareholders confirmed to provide ongoing financial support for 12 months starting from the approval date of the audited consolidated financial statements for the year ended March 31, 2019[35] - The company has not issued any convertible bonds during the reporting period, maintaining a stable capital structure[25] - The company has complied with all corporate governance codes as per GEM listing rules, except for a minor notification issue regarding board meetings[131] - The company continues to adopt the code of conduct for securities trading by directors, in compliance with GEM listing rules[132] - The company has undergone significant changes in its board of directors, with Mr. Wang Dequn transitioning from executive director to non-executive director and no longer serving as chairman of the board effective April 17, 2019[134] Financial Management - Management plans to improve financial performance by gradually reducing unnecessary expenses and administrative costs while exploring new business sources for sustainable growth and recurring revenue[36] - The company’s financing costs for the six months ended September 30, 2019, were HKD 10,180,000, a decrease from HKD 18,920,000 in the same period of 2018[56] - The company has established a credit control department to minimize credit risk associated with accounts receivable[71] - The company has a policy of requiring advance payments from new customers, which helps mitigate credit risk[71] Market and Segment Performance - Advertising service revenue for the three months ended September 30, 2019, was HKD 5,000,000, up 25.3% from HKD 3,991,000 in the same period last year[55] - The lending business recorded revenue of approximately HKD 252,000, an increase from approximately HKD 247,000 in the previous period, attributed to an increase in receivables[97] - The company reported other income of HKD 8,000 for the six months ended September 30, 2019, compared to HKD 49,000 in the same period of 2018[55] Share Capital and Ownership - The company issued 452,000,000 ordinary shares on October 11, 2019, as part of a subscription agreement, indicating ongoing capital raising efforts[91] - As of September 30, 2019, Mr. Wang Dequn holds 220,000,000 shares, representing 5.87% of the company's issued share capital[117] - Enerchina Investments Limited and Uptown WW Capital both hold 75,000,000 shares and 1,620,000,000 related shares, totaling 45.25% ownership[122] - Kenson Investment Limited holds 120,000,000 shares and 1,380,100,000 related shares, accounting for 40.04% ownership[124] - Mr. Yao Guoming holds 80,458,628 shares, representing 13.36% of the total[124] - Ms. Song Wenxia holds 364,200,547 shares, which is 9.72% of the total[124]

Financial Performance - Revenue for the first quarter of 2019 was HKD 5,124,000, an increase of 21.2% compared to HKD 4,227,000 in the same period of 2018[6] - Gross profit decreased to HKD 1,124,000, down 53.8% from HKD 2,430,000 year-on-year[6] - Loss before tax for the period was HKD 5,887,000, slightly improved from a loss of HKD 6,299,000 in the previous year[6] - The total comprehensive loss for the period was HKD 5,887,000, compared to HKD 5,777,000 in the same period last year[9] - Basic and diluted loss per share from continuing and discontinued operations was HKD 0.19, down from HKD 0.33 in the previous year[7] - The total loss attributable to owners of the company was HKD 5,887,000, compared to HKD 6,332,000 in the previous year[7] - The group recorded a loss of approximately HKD 5.9 million for the period, compared to a loss of HKD 6.3 million in the previous period[62] - The gross profit decreased to approximately HKD 1.1 million, a decline of about 53.7% from HKD 2.4 million in the previous period[57] Revenue Breakdown - Digital TV service revenue for the three months ended June 30, 2019, was HKD 5,000,000, an increase of 22% from HKD 4,104,000 in the same period of 2018[21] - Total revenue for the three months ended June 30, 2019, was HKD 5,124,000, compared to HKD 4,227,000 in the same period of 2018, reflecting a growth of 21%[21] - The digital television business generated revenue of approximately HKD 5.0 million, up from HKD 4.1 million in the previous period[49] Expenses and Costs - Administrative expenses increased to HKD 3,649,000, compared to HKD 3,380,000 in the same period of 2018[6] - Employee benefits expenses for the three months ended June 30, 2019, were HKD 1,222,000, down 38% from HKD 1,983,000 in the same period of 2018[23] - Financing costs decreased significantly to HKD 2,853,000 from HKD 8,451,000 year-on-year[6] - Financing costs for the three months ended June 30, 2019, amounted to HKD 2,853,000, a decrease of 66% from HKD 8,451,000 in the same period of 2018[22] - Administrative expenses were approximately HKD 3.6 million, stable compared to HKD 3.4 million in the previous period[60] Future Plans and Strategies - The company plans to reduce unnecessary expenses and administrative costs while exploring new business opportunities to improve financial performance[20] - The company plans to continue strict cost control measures in future periods[60] - The management will continue to develop robust operational strategies and seek other investment opportunities to enhance stakeholder returns[65] Financial Position and Support - The company has received confirmation from shareholders for ongoing financial support for a period of twelve months starting from the approval date of the audited financial statements[19] - The company is in discussions with financial institutions and bondholders to secure new borrowings and refinance existing debts[19] - The company recorded a net current liability and net liability position as of June 30, 2019, indicating significant uncertainty regarding its ability to continue as a going concern[19] Tax and Compliance - The company has not recognized any provision for corporate income tax in China for the three months ended June 30, 2019, as there was no taxable income[26] - The company did not recommend the payment of dividends for the period ending June 30, 2019[44] Shareholder Information - The number of issued ordinary shares increased to 3,626,172,752 shares as of June 30, 2019, from 2,680,475,222 shares as of March 31, 2019[64] - As of June 30, 2019, major shareholders include Wang Dequn with 220,000,000 shares (6.07%) and Qian Gang with 74,740,000 shares (2.06%)[67] - The largest shareholder, Weihuada Holdings Limited, holds approximately 1,620,000,000 related shares, representing 46.74% of the total[73] Governance and Compliance - The board of directors has complied with the GEM Listing Rules, except for the requirement that independent non-executive directors must constitute at least one-third of the board[78] - The audit committee reviewed the unaudited first-quarter report for the period ending June 30, 2019, confirming compliance with applicable accounting standards and GEM Listing Rules[85] - The audit committee was composed of three independent non-executive directors, later expanded to five on July 9, 2019, and then reduced to four on July 18, 2019, with Mr. Li serving as the chairman[85] - The company adopted a code of conduct for directors' securities trading, ensuring compliance with GEM Listing Rules, with a prohibition period from July 16, 2019, to August 15, 2019[80] - Non-executive director Mr. Qian sold 74,740,000 shares at an average price of HKD 0.016 per share on July 17, 2019, violating the trading restrictions during the blackout period[81] - The company has not adopted any new share option plans since the previous plan expired on February 1, 2019[77] - The company emphasizes the importance of timely notifications for board meetings, although it has not always provided 14 days' notice as required[78] Product and Technology Development - The company has not disclosed any new product or technology developments in the report[65]

CODE AGRICULTURE (HOLDINGS) LIMITED 科地農業控股有限公司 (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 : 8153 ) 2019 ANNUAL REPORT 年 報 CHARACTERISTICS OF GEM OF THE STOCK EXCHANGE OF HONG KONG LIMITED (THE "STOCK EXCHANGE") 導。 香港聯合交易所有限公司（「聯交所」）GEM之特色 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 Stock Exchange. Prospective investors should be aware of the ...