Financial Performance - The Group reported a net loss of approximately HK$27.3 million for the year ended 31 December 2024, compared to a net loss of approximately HK$25.7 million in 2023[15]. - Basic and diluted loss per share was approximately HK$4.51 cents, slightly higher than HK$4.43 cents in 2023[15]. - The Group incurred a loss of approximately HK$27.3 million for the year, compared to a loss of approximately HK$25.7 million in 2023, representing an increase in loss of about 6.2%[39]. - The Group recorded total revenue of approximately HK$20.6 million for the year ended 31 December 2024, an increase from approximately HK$18.9 million in 2023, representing a growth of about 9.0%[39]. - The Group had cash and bank balances of approximately HK$6.4 million, down from HK$14.2 million in 2023, and net current assets of approximately HK$5.2 million, compared to HK$15.6 million in 2023[115][119]. - The gearing ratio improved to approximately 0.27 as of December 31, 2024, from approximately 1.41 in 2023, with total interest-bearing debts reduced to approximately HK$9.8 million from HK$79.8 million[116][119]. - The Board did not recommend any dividend payment for the year ended December 31, 2024, consistent with 2023[114][118]. Revenue Breakdown - Revenue from the financial services business was approximately HK$10.5 million, down from approximately HK$11.4 million in 2023, while segment profit increased to approximately HK$6.4 million from HK$3.3 million[16]. - Corporate financial advisory services generated revenue of approximately HK$7.5 million, representing about 36.4% of the Group's total revenue, down from approximately HK$8.4 million in 2023[17]. - The corporate consulting business achieved revenue of approximately HK$5.5 million in 2024, up from approximately HK$4.0 million in 2023, reflecting a growth of about 37.5%[26]. - The digital business reported revenue of approximately HK$4.6 million in 2024, an increase from approximately HK$3.5 million in 2023, marking a growth of about 31.4%[27]. - The financial services business generated revenue of approximately HK$10.5 million in 2024, down from approximately HK$11.4 million in 2023, indicating a decline of about 7.9%[40]. - Corporate financial advisory services contributed approximately HK$7.5 million to total revenue, accounting for approximately 36.4% of the Group's total revenue[41]. Loan Receivables - As of 31 December 2024, the Group had loan receivables with a gross principal amount of approximately HK$3.7 million, down from approximately HK$5.2 million in 2023[21]. - Interest income from loan receivables remained stable at approximately HK$0.5 million for both 2024 and 2023[21]. - Individual loan receivables accounted for approximately 53.7% of total gross loan receivables as of December 31, 2024, compared to 61.7% in 2023[48]. - Corporate loan receivables represented approximately 46.3% of total gross loan receivables as of December 31, 2024, up from 38.3% in 2023[48]. - The interest rate for individual loans was maintained at 8% for 2024, while corporate loans had a fixed interest rate of 12%[48]. - The expected credit loss (ECL) rate for loan receivables ranged from 11.9% to 22.3%, depending on the nature and risk characteristics of the loans[54]. Business Strategy and Future Plans - The Group plans to explore new business opportunities in fintech innovations and digital transformation strategies to enhance its service offerings[31]. - The Group aims to leverage artificial intelligence and emerging technologies to improve its digital presence and service offerings[30]. - The Group is strategically positioning itself to leverage AI-driven technologies within its financial services framework while continuing investments in live concerts and events[85]. - The Group aims to enhance the performance of its financial services segment by exploring new opportunities, including asset management prospects under the Capital Investment Entrant Scheme (CIES) and expanding its license to include investments in virtual assets[89]. - The Group is considering diversifying into other regional capitals like the United States to broaden its customer reach and potentially boost revenue streams[86]. Corporate Governance and Management - The Board has decided to cease further losses related to NOIZChain, reflecting a commitment to safeguarding shareholder value and reallocating resources to areas with greater potential for sustainable growth[84]. - The Board is actively exploring other potential business opportunities that align with the Company's strategic priorities and have a higher likelihood of generating meaningful returns for shareholders[84]. - The Group anticipates a continued need for professional services related to corporate governance for Hong Kong listed companies[90]. - The Directors' service contracts are subject to retirement and re-election at the AGM in accordance with the Articles of Association[182]. - The independent non-executive directors have service agreements with a term of one year, subject to re-election at the annual general meeting[187]. Employee and Operational Changes - The Group employed 15 staff as of December 31, 2024, down from 18 in 2023, with a remuneration policy focused on equality and performance[128]. - The Group's employee compensation policy is based on fairness and market competitiveness, with annual reviews[134]. Investments and Assets - As of December 31, 2024, the Group managed a listed security investment with a fair value of approximately HK$0.4 million, unchanged from 2023, indicating cautious management of trading performance amid market fluctuations[73]. - The Group's investment in ICO Group Limited (stock code: 1460) includes 1,600,000 shares, representing 0.18% of total shares held, with a market value of approximately HK$310,000[79]. - The Group's investment in Evergrande Property Services Group Limited (stock code: 6666) includes 113,000 shares, representing 0.001% of total shares held, with a market value of approximately HK$85,000[79]. - The Group's financial assets at fair value through profit or loss as of December 31, 2024, included realised losses of HK$42,000 from ICO Group Limited and unrealised gains of HK$30,000 from Evergrande Property Services Group Limited[78]. Customer and Supplier Information - The largest customer accounted for 19.44% of the Group's total sales in 2024, down from 21.44% in 2023[170]. - The five largest customers contributed 47.33% to the Group's total sales in 2024, a decrease from 55.55% in 2023[170]. - The largest supplier represented 100% of the Group's total purchases in 2024, with no applicable data for 2023[170]. Charitable Contributions - Charitable contributions made by the Group amounted to approximately HK$89,800 in 2024, compared to approximately HK$39,800 in 2023[171]. Miscellaneous - There were no material subsequent events undertaken by the Company or the Group after December 31, 2024[162]. - The Group had no pledged assets as of December 31, 2024, maintaining the same status as in 2023[122]. - The Group had no foreign exchange risk exposure in US dollars against HK$ as of December 31, 2024, and did not engage in currency hedging arrangements during the year[127][133].

Financial Performance - The total revenue for the year ended December 31, 2024, was HKD 20,576,000, representing an increase of 8.66% compared to HKD 18,938,000 in 2023[5] - The gross profit for the same period was HKD 4,919,000, with a gross margin of approximately 23.9%[5] - The net loss for the year was HKD 27,273,000, compared to a net loss of HKD 25,673,000 in 2023, indicating a 6.23% increase in losses[5] - The group reported a total loss before tax of HKD 27,496,000 in 2024, compared to a loss of HKD 25,732,000 in 2023[29] - The company reported a loss before tax of HKD 27,496,000 for the year ended December 31, 2024, compared to a loss of HKD 25,732,000 in 2023[41] - The company reported a loss attributable to equity holders of approximately HKD 27,300,000 for the year ended December 31, 2024, compared to a loss of HKD 25,700,000 in 2023, indicating a decline in performance[103] Revenue Breakdown - Financial services segment revenue increased to HKD 10,457,000 in 2024 from HKD 11,435,000 in 2023, a decrease of 8.5%[29] - Corporate consulting segment revenue rose to HKD 5,512,000 in 2024 from HKD 4,025,000 in 2023, an increase of 37.0%[26] - Digital business segment revenue was HKD 4,607,000 in 2024, compared to HKD 3,478,000 in 2023, reflecting a growth of 32.4%[29] - The financial services segment generated revenue of approximately HKD 10,500,000 for the year ended December 31, 2024, down from HKD 11,400,000 in 2023, a decrease of about 7.89%[104] - The company recorded revenue of approximately HKD 5,500,000 from its corporate consulting business for the year ended December 31, 2024, compared to HKD 4,000,000 in 2023[111] - Digital business revenue was approximately HKD 4,600,000 for the year ended December 31, 2024, up from HKD 3,500,000 in 2023, but incurred a segment loss of approximately HKD 14,800,000[112] Expenses and Costs - Operating and administrative expenses decreased to HKD 25,196,000 from HKD 32,266,000, reflecting a reduction of 22%[5] - The company reported a decrease in employee costs to HKD 11,398,000 in 2024 from HKD 14,166,000 in 2023[39] - The company’s financing costs increased slightly to HKD 12,967,000 in 2024 from HKD 12,575,000 in 2023[38] - The total other payables and accrued expenses increased to HKD 11,679,000 in 2024 from HKD 7,355,000 in 2023, marking a rise of 59%[71] Assets and Liabilities - Total assets decreased to HKD 36,401,000 from HKD 56,713,000, a decline of 35.8%[7] - Current assets dropped to HKD 18,427,000 from HKD 28,752,000, a decrease of 35.9%[7] - The group reported a significant reduction in non-current liabilities from HKD 78,321,000 to HKD 2,197,000, a decrease of 97.2%[8] - Total liabilities reduced to HKD 15,438,000 in 2024 from HKD 91,517,000 in 2023, a decrease of 83.1%[30] - The company has unutilized tax losses of approximately HKD 73,156,000 as of December 31, 2024, compared to HKD 60,566,000 in 2023, which can be used to offset future profits[41] Cash Flow and Liquidity - The group reported a net loss of approximately HKD 27,273,000 and an operating cash outflow of about HKD 11,668,000 for the year ending December 31, 2024[11] - The board has taken measures to alleviate liquidity pressure, including deferring a loan of approximately HKD 9,776,000 from a director for over twelve months[12] - The board believes that, considering the planned measures, the group will have sufficient operating funds to meet its financial obligations for at least the next twelve months[13] Corporate Actions and Strategy - The company is focused on expanding its digital business and financial services, aiming for growth in these sectors in the upcoming year[9] - The group plans to focus on core financial business and actively explore other potential business activities, significantly reducing budgets for non-core areas[12] - The company is refocusing on its core financial operations and exploring potential business opportunities that align with its strategic priorities, particularly in AI technology and digital transformation[119] - The company is strategically considering diversification into the US market to expand its client base and potentially increase revenue sources in the financial services sector[120] Governance and Compliance - The company maintains a commitment to good corporate governance and compliance with applicable laws and regulations, with no significant violations reported during the year[144] - The executive director is Mr. Wang Hsien-Shuo, who serves as the Chairman and CEO[150] Shareholder Information - The company did not declare any dividends for the year ended December 31, 2024, consistent with 2023[42] - The company has no significant contingent liabilities as of December 31, 2024, consistent with 2023[136] Convertible Bonds and Securities - The total outstanding amount of convertible bonds decreased from HKD 77,931,000 in 2023 to zero in 2024, indicating a complete redemption[77] - The company issued perpetual convertible securities with a principal amount of HKD 101,000,000, convertible at a price of HKD 0.10 per share, allowing for the issuance of up to 1,010,000,000 shares[94][96] - The company plans to offset all outstanding principal amounts of the convertible bonds with the issuance of perpetual convertible securities by November 27, 2024[91] Market and Economic Conditions - The company anticipates continued demand for corporate governance services from Hong Kong listed companies due to increasing global emphasis on corporate governance[121] - The offsetting mechanism for mandatory provident fund contributions will be abolished on May 1, 2025, affecting the calculation of long service payments[74]

聲 揚 集 團 有限公 司 NOIZ GROUP LIMITED (Incorporated in the Cayman Islands with limited liability) (於開量群島註冊成立之有限公司) Stock Code 股份代號:8163 BLOCKCHAIN SERVICES 0 ENTERTAINMENT FINANCIAL SERVICES CORPORATE CONSULTING 0 INSURANCE TECHNOLOGY ○ INTERIM REPORT 2024 中期報告 | --- | --- | |------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ ...

Financial Performance - Revenue for the six months ended June 30, 2024, was HKD 8,105,000, representing a 61.5% increase compared to HKD 5,031,000 for the same period in 2023[5] - Gross profit for the period was HKD 3,650,000, compared to HKD 5,031,000 in the previous year, indicating a decrease of 27.4%[5] - Loss before tax for the period was HKD 15,547,000, compared to a loss of HKD 13,417,000 in the same period last year, reflecting an increase in loss of 15.9%[5] - The company reported a total comprehensive loss of HKD 15,324,000 for the period, compared to HKD 13,730,000 in the previous year, an increase of 11.6%[5] - Basic and diluted loss per share was HKD 2.54, compared to HKD 2.42 for the same period in 2023[5] - Other income and gains for the period were HKD 86,000, a significant decrease from HKD 1,573,000 in the previous year[5] - The company reported a net cash outflow from operating activities of HKD 16,747 million for the six months ended June 30, 2024, compared to HKD 9,335 million for the same period in 2023[10] - The company reported a loss attributable to equity holders of approximately HKD 15,300,000 for the six months ended June 30, 2024, compared to a loss of approximately HKD 13,700,000 for the same period in 2023[51] Expenses and Liabilities - Operating and administrative expenses decreased to HKD 12,531,000 from HKD 13,743,000, a reduction of 8.8%[5] - Financing costs increased to HKD 6,843,000 from HKD 6,409,000, an increase of 6.8%[5] - The company’s total liabilities increased to HKD 104,825 million as of June 30, 2024, compared to HKD 91,252 million as of December 31, 2023, marking an increase of approximately 15.0%[8] - The company’s equity as of June 30, 2024, showed a deficit of HKD 50,128 million, worsening from a deficit of HKD 34,804 million as of December 31, 2023[8] - Total current liabilities rose significantly to HKD 20,208 million from HKD 13,196 million, an increase of approximately 53.0%[7] Assets and Cash Flow - As of June 30, 2024, total non-current assets decreased to HKD 24,712 million from HKD 27,961 million as of December 31, 2023, representing a decline of approximately 8.1%[6] - Current assets increased to HKD 29,985 million from HKD 28,752 million, showing a growth of about 4.3%[7] - Cash and cash equivalents decreased to HKD 6,387 million from HKD 11,490 million, a decline of approximately 44.4%[10] - The group recorded cash and bank balances of approximately HKD 6.4 million as of June 30, 2024, down from HKD 14.2 million as of December 31, 2023[67] Revenue Segments - Revenue from financial services increased to HKD 3,528 million from HKD 2,097 million, a rise of about 68.3%[13] - The financial services segment generated revenue of HKD 3,787 million, up from HKD 2,343 million, reflecting a growth of 61.6% year-over-year[15] - The corporate consulting business generated revenue of approximately HKD 3,400,000 for the six months ended June 30, 2024, an increase from HKD 2,300,000 in the same period of 2023[55] - The digital business segment reported a loss of HKD 6,220 million, compared to a loss of HKD 2,333 million in the previous year, indicating a significant increase in losses[15] - The digital business recorded revenue of approximately HKD 900,000 for the six months ended June 30, 2024, compared to HKD 400,000 in 2023, but incurred a segment loss of approximately HKD 6,200,000, worsening from a loss of HKD 2,300,000 in 2023[56] Strategic Initiatives - The company continues to explore new strategies for market expansion and product development to improve future performance[1] - The company’s digital business leverages blockchain, AI, and immersive technologies to create value for users and brands, indicating a strategic focus on innovation[51] - The company has entered into a put option agreement for the acquisition of NOIZChain, allowing for a potential buyback of shares, reflecting ongoing strategic expansion efforts[50] - The group is exploring significant opportunities in the entertainment and education sectors by investing in live concerts and events in Hong Kong, Macau, and Taiwan[60] - The group is strategically considering diversification into the US and other regions to expand its customer base and potentially increase revenue sources[61] Governance and Compliance - The audit committee consists of three independent non-executive directors, ensuring compliance with GEM listing rules[91] - The company has adhered to the corporate governance code, with a noted deviation regarding the roles of the chairman and CEO being held by the same individual[90] - The audit committee has reviewed the unaudited condensed consolidated financial statements for the six months ending June 30, 2024, confirming compliance with applicable accounting standards[91] - The company has confirmed that all directors have complied with the trading standards throughout the reporting period[87] Shareholder Information - The total number of shares held by major shareholder Huilang is 756,261,569, which accounts for approximately 125.13% of the total issued share capital as of June 30, 2024[84] - The total number of shares held by independent directors and other qualified participants under the stock option plan is 1,816,215, with 340,540 options having expired[76] - The total number of issued shares is 604,395,612[85] - The company has not purchased, sold, or redeemed any of its listed securities during the six months ending June 30, 2024[88]

Financial Performance - The Group reported a net loss of approximately HK$25.7 million for the year ended 31 December 2023, a decrease from HK$27.8 million in 2022[13]. - Basic and diluted loss per share for continuing operations was approximately HK$0.044, down from HK$0.057 in 2022[13]. - Overall operating costs decreased by approximately HK$2.2 million, contributing to the reduction in net loss[13]. - The Group's continuing operations recorded revenue of approximately HK$18.9 million in 2023, an increase from approximately HK$18.2 million in 2022, while the loss attributable to owners decreased to approximately HK$25.7 million from HK$27.8 million[41]. - The net loss attributable to equity holders for the year was approximately HK$25,700,000, a decrease from HK$27,800,000 in 2022, primarily due to a reduction in overall operating costs of approximately HK$2,200,000[45]. Revenue Breakdown - The financial services business generated revenue of approximately HK$11.4 million, with a segment profit of approximately HK$3.3 million, compared to revenue of HK$11.9 million and segment profit of HK$2.3 million in 2022[14]. - Corporate financial advisory services revenue increased to approximately HK$8.4 million, representing about 44.4% of the Group's total revenue, up from HK$5.2 million in 2022[15]. - The corporate consulting business recorded revenue of approximately HK$4.0 million in 2023, down from HK$4.7 million in 2022, but segment profit increased to approximately HK$2.3 million from HK$1.9 million[21][25]. - The digital business generated revenue of approximately HK$3.5 million in 2023, significantly up from HK$1.6 million in 2022, although it incurred a segment loss of approximately HK$3.5 million compared to a loss of HK$2.5 million in the previous year[23][26]. Loans and Interest Income - Loans receivable amounted to approximately HK$5.2 million as of 31 December 2023, an increase from HK$4.7 million in 2022[20]. - Interest income from loans receivable was approximately HK$0.5 million for the year ended 31 December 2023, down from HK$0.6 million in 2022[20]. - Individual loans receivable accounted for approximately 61.7% of total gross loans receivable, down from 78.5% in 2022, while corporate loans accounted for approximately 38.3%, up from 21.5%[51]. - The interest rates for individual loans ranged from 8% to 15%, compared to 8% to 12% in 2022, while corporate loans maintained a rate of 12%[51]. - The expected credit loss (ECL) rates for loans receivable ranged from 12.15% to 35.89%, depending on the nature and risk characteristics of the loans[56]. Digital Business and Technology - The Group is engaged in financial services, corporate consulting, and digital business leveraging blockchain and AI technologies[12]. - The Group aims to leverage blockchain technology to develop a comprehensive ecosystem for creators, enhancing their ability to store, manage, and access content on the blockchain[32][34]. - The Group's digital business projects faced delays due to market sentiment issues stemming from the collapse of major cryptocurrency platforms and banks in early 2023[68][72]. - The Group aims to leverage blockchain technology for IP asset management, having acquired NOIZChain in July 2022 to create a digital wallet and metaverse[86]. Corporate Governance and Strategy - The Group expects a significant increase in demand for governance-related services in the corporate consulting sector in the near future[21][25]. - The Group anticipates ongoing demand for corporate governance services from Hong Kong listed issuers due to increased global awareness[93]. - The Group is negotiating for asset management opportunities under the Capital Investment Entrant Scheme (CIES) to enhance financial services performance[88]. - The Group plans to transition to the main organizer of live events in Hong Kong, Macau, and Taiwan, enhancing control over associated IP assets[87]. Financial Position and Capital Structure - As of December 31, 2023, the company recorded cash and bank balances of approximately HK$14.2 million, down from approximately HK$34.8 million in 2022[112]. - The net current assets value as of December 31, 2023, was approximately HK$15.6 million, an increase from approximately HK$10.3 million in 2022[112]. - The company's gearing ratio as of December 31, 2023, was approximately 1.37, compared to approximately 1.08 in 2022, indicating an increase in leverage[113]. - Total interest-bearing debts, including convertible bonds, amounted to approximately HK$77.9 million as of December 31, 2023, down from approximately HK$85.1 million in 2022[113]. Shareholder and Board Information - The board did not recommend the payment of any dividend for the year ended December 31, 2023, consistent with 2022[111]. - Ms. Ng Ka Sim, Casina and Ms. Yeung Mo Sheung, Ann are recommended for re-election as independent non-executive Directors at the AGM[189]. - Mr. Cheung Wai Yin, Wilson resigned as an executive Director effective March 31, 2023[196]. - The Nomination Committee believes that the independent non-executive Directors will continue to contribute positively to the Board[189]. Market and Operational Insights - Several digital business projects have been delayed due to a decline in market sentiment, influenced by the collapse of financial institutions and cryptocurrency exchanges[23][26]. - The Group's largest customer accounted for 21.44% of total sales in 2023, down from 29.55% in 2022[177]. - The total sales from the five largest customers represented 55.55% of the Group's sales in 2023, compared to 53.88% in 2022[177]. - The Group made charitable contributions of approximately HK$39,800 in 2023, a decrease from approximately HK$120,000 in 2022[180].

Financial Performance - The total revenue for the year ended December 31, 2023, was HKD 18,938,000, representing an increase of 4.3% compared to HKD 18,151,000 in 2022[6]. - The loss before tax from continuing operations was HKD 25,732,000, improved from a loss of HKD 30,175,000 in the previous year, indicating a reduction of about 14.4%[6]. - The total comprehensive loss for the year was HKD 25,358,000, compared to HKD 29,682,000 in 2022, reflecting a decrease of approximately 14.5%[8]. - The basic and diluted loss per share from continuing operations was HKD 0.044, compared to HKD 0.057 in 2022, showing an improvement of about 22.8%[8]. - The group reported a net loss of approximately HKD 25,673,000 for the year ending December 31, 2023[16]. - The net loss attributable to equity holders for the year was approximately HKD 25,700,000, a decrease from HKD 27,800,000 in 2022[130]. - The basic and diluted loss per share for continuing operations was approximately HKD 0.044, down from HKD 0.057 in 2022[130]. Revenue Breakdown - Financial services revenue for 2023 was HKD 10,912,000, a decrease of 3.34% from HKD 11,288,000 in 2022[28]. - Corporate consulting revenue decreased by 13.93% to HKD 4,025,000 in 2023 from HKD 4,678,000 in 2022[28]. - Digital business revenue increased significantly by 80.43% to HKD 2,822,000 in 2023 from HKD 1,566,000 in 2022[28]. - The company reported a total segment profit of HKD 2,088,000 for 2023, compared to HKD 1,714,000 in 2022, indicating an increase of 21.83%[31]. - Digital business segment incurred a loss of HKD 3,484,000 in 2023, compared to a loss of HKD 2,516,000 in 2022[31]. - Corporate finance advisory services generated revenue of approximately HKD 8,400,000, representing 44.4% of the group's total revenue, up from HKD 5,200,000 in 2022[131]. - Digital business revenue was approximately HKD 3,500,000 for the year ended December 31, 2023, compared to HKD 1,600,000 in 2022, but incurred a segment loss of HKD 3,500,000, worsening from a loss of HKD 2,500,000 in 2022[143]. Asset and Liability Management - Non-current assets decreased to HKD 27,961,000 from HKD 36,343,000, a decline of approximately 23.0%[10]. - Current assets decreased to HKD 28,752,000 from HKD 42,754,000, representing a decrease of about 32.8%[10]. - The total liabilities decreased to HKD 78,321,000 from HKD 75,601,000, an increase of approximately 3.0%[11]. - The company's equity showed a net loss of HKD 34,804,000, worsening from a loss of HKD 28,935,000 in the previous year[11]. - Total assets decreased to HKD 56,713,000 in 2023 from HKD 79,097,000 in 2022, a decline of 28.29%[32]. - Total liabilities decreased to HKD 91,517,000 in 2023 from HKD 108,032,000 in 2022, a reduction of 15.27%[32]. - The company has unutilized tax losses of approximately HKD 60,710,000 as of December 31, 2023, compared to 49,680,000 HKD in 2022[51]. Strategic Direction - The company plans to continue focusing on financial services, corporate consulting, and digital business as part of its strategic direction moving forward[13]. - The company aims to explore investment opportunities in the U.S. to expand its client base in the financial services sector[156]. - The company plans to become a major organizer of live concerts and events, enhancing its control over related intellectual property assets[154]. - The company recognizes ongoing demand for corporate governance services among Hong Kong listed issuers[157]. Accounting and Compliance - The financial statements were prepared on a going concern basis, supported by a commitment from a convertible bondholder to not demand repayment until the group has sufficient financial resources[16]. - The adoption of new or revised Hong Kong Financial Reporting Standards did not have a significant impact on the group's financial position and performance for the current and prior periods[18]. - The group has implemented changes in accounting policies due to the abolition of the offset mechanism for mandatory provident fund and long service payments, effective from May 1, 2025[21]. - The group continues to assess its liquidity and operational funding needs in light of its financial performance and obligations[16]. - The audit committee has been established, consisting of three independent non-executive directors, ensuring compliance with GEM listing rules[187]. - The audit committee reviewed the group's annual performance for the year ending December 31, 2023, confirming adherence to applicable accounting standards and regulations[187]. Convertible Bonds and Financing - The total value of convertible bonds decreased from HKD 85,110,000 in 2022 to HKD 77,931,000 in 2023, with the 2023 convertible bond valued at HKD 7,717,000[88]. - The company issued convertible bonds amounting to HKD 91,000,000 to Hui Long on November 14, 2022, to settle outstanding debts[102]. - The conversion price for HKD 55,000,000 of the 2022 convertible bonds is HKD 0.90 per share until August 12, 2023, and HKD 0.186 thereafter[102]. - The company issued an additional convertible bond of HKD 10,000,000 on July 14, 2023, with a conversion price of HKD 0.108 per share[106]. - The total interest expense for the convertible bonds was HKD 1,133,000 for the year 2023, down from HKD 8,211,000 in 2022[101]. Human Resources - The company employed 18 staff members as of December 31, 2023, down from 29 in 2022, with a competitive compensation policy in place[178]. Legal and Regulatory Compliance - The company has not faced any significant legal or regulatory violations that impacted its business operations during the year[185]. - The annual report for the year ending December 31, 2023, will be published by April 30, 2024, covering all information required by GEM listing rules[190].

Financial Performance - For the three months ended September 30, 2023, the revenue was HKD 2,274,000, a decrease of 65.3% compared to HKD 6,568,000 in the same period of 2022[9] - For the nine months ended September 30, 2023, the revenue was HKD 7,305,000, down 53.0% from HKD 15,540,000 in the same period of 2022[9] - For the nine months ended September 30, 2023, total revenue from financial services was HKD 2,558,000, a decrease of 75.5% compared to HKD 10,383,000 for the same period in 2022[21] - The corporate consulting business generated revenue of HKD 3,142,000 for the nine months ended September 30, 2023, down from HKD 3,835,000 in the previous year, reflecting a decline of 18.1%[21] - Digital business revenue for the nine months ended September 30, 2023, increased to HKD 1,219,000 from HKD 825,000 in 2022, marking a growth of 47.7%[21] - The group recorded a revenue of approximately HKD 7,300,000 for the nine months ended September 30, 2023, down from HKD 15,500,000 for the same period in 2022[89] - The financial services segment generated revenue of approximately HKD 2,900,000, a significant decrease from HKD 10,900,000 in the prior year, resulting in a segment loss of HKD 1,000,000[90] Loss and Expenses - The loss before tax for the nine months ended September 30, 2023, was HKD 20,835,000, compared to a loss of HKD 17,727,000 in the same period of 2022, representing an increase in loss of 17.8%[9] - The total comprehensive loss attributable to equity holders for the nine months ended September 30, 2023, was HKD 21,153,000, compared to HKD 16,736,000 in the same period of 2022, reflecting a 26.5% increase in loss[9] - The basic and diluted loss per share for the nine months ended September 30, 2023, was HKD 3.71, compared to HKD 3.27 in the same period of 2022, indicating a 13.5% increase in loss per share[10] - The total comprehensive loss for the nine months ended September 30, 2023, was HKD 21,153,000, compared to a loss of HKD 16,736,000 for the same period in 2022[15] - For the three months ended September 30, 2023, the company reported a loss attributable to owners of the company from continuing operations of HKD 7,423,000, compared to a loss of HKD 6,281,000 for the same period in 2022, representing an increase of 18.2%[43] - For the nine months ended September 30, 2023, the total loss attributable to owners of the company was HKD 21,153,000, compared to HKD 16,736,000 for the same period in 2022, indicating a 26.5% increase[43] Assets and Liabilities - Non-current assets as of September 30, 2023, totaled HKD 30,474,000, a decrease of 16.1% from HKD 36,343,000 as of December 31, 2022[12] - Current assets as of September 30, 2023, were HKD 23,124,000, down 46.1% from HKD 42,754,000 as of December 31, 2022[12] - Current liabilities as of September 30, 2023, totaled HKD 8,836,000, a significant decrease of 72.7% from HKD 32,431,000 as of December 31, 2022[12] - The total liabilities and equity as of September 30, 2023, were HKD 29,762,000, reflecting a net liability position[13] - The total assets decreased to HKD 53,598,000 as of September 30, 2023, down from HKD 79,097,000 at the end of 2022[26] - The total liabilities also decreased to HKD 84,195,000 from HKD 108,032,000 in the previous year[26] Share Capital and Equity - The company issued new shares resulting in an increase in share capital to HKD 60,440,000 as of September 30, 2023, from HKD 56,673,000 at the beginning of the year[15] - The company's equity as of September 30, 2023, was reported at HKD 60,440,000, up from HKD 56,673,000 at the beginning of the year[15] - The total issued and paid-up share capital increased to 604,396,000 shares as of September 30, 2023, up from 566,729,000 shares at the end of 2022[78] - The weighted average number of ordinary shares for the nine months ended September 30, 2023, was 570,883,000 shares, an increase from 511,521,000 shares for the same period in 2022[44] Business Segments - The company has three reportable segments: financial services, corporate consulting, and digital business, with distinct strategies for each[24] - The financial services segment includes securities brokerage, corporate finance advisory, asset management, and lending services[24] - The digital business segment incurred a loss of HKD 2,530,000, compared to a loss of HKD 1,133,000 in the same period last year[25] - The corporate consulting business recorded revenue of approximately HKD 3,100,000 for the nine months ended September 30, 2023, down from HKD 3,800,000 for the same period in 2022, while segment profit increased to HKD 2,100,000 from HKD 1,600,000[95] - Digital business revenue reached approximately HKD 1,200,000 for the nine months ended September 30, 2023, compared to HKD 800,000 for the same period in 2022, but incurred a segment loss of HKD 2,500,000, up from a loss of HKD 1,100,000 in 2022[96] Cash Flow and Financing - Cash and cash equivalents in general accounts decreased to HKD 8,958,000 as of September 30, 2023, from HKD 23,031,000 as of December 31, 2022[65] - The company reported trade receivables of HKD 3,311,000 as of September 30, 2023, down from HKD 6,280,000 as of December 31, 2022, with a provision for impairment losses of HKD 900,000[56] - The total amount of loans receivable and interest as of September 30, 2023, is HKD 5,246,000, an increase from HKD 4,789,000 as of December 31, 2022[59] - The company recorded a reversal of impairment losses of HKD 734,000 for the nine months ended September 30, 2023, compared to HKD 814,000 for the year ended December 31, 2022[60] - The company has no collateral held against loans receivable as of September 30, 2023[60] Corporate Governance and Compliance - The company has adhered to the principles of the GEM Listing Rules Corporate Governance Code, with the exception of the deviation regarding the roles of the Chairman and CEO being held by the same individual[145][146] - The Audit Committee, consisting of three independent non-executive directors, has reviewed the unaudited consolidated results for the nine months ended September 30, 2023, ensuring compliance with applicable accounting standards and GEM Listing Rules[149] Future Plans and Strategies - The company plans to expand its business into blockchain, artificial intelligence, and immersive interactive technologies, targeting individual users, creators, artists, and brand owners[80] - The group plans to explore business diversification into other regions, such as the United States, to expand its client base amid a deteriorating financial market in Hong Kong[103] - The group aims to leverage blockchain technology to develop a comprehensive ecosystem for creators, enhancing security, efficiency, and cost reduction[101] - The group anticipates hosting various concerts and events in 2024, utilizing new technologies to enhance audience experiences[100] Miscellaneous - The company did not declare or pay any dividends for the nine months ended September 30, 2023, consistent with the same period in 2022[42] - The company has not established any arrangements for directors and senior management to benefit from acquiring shares or debt securities during the nine months ended September 30, 2023[138] - There were no significant acquisitions or disposals during the nine months ending September 30, 2023[126]

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示概不就因本公告全部或任何部 份內容而產生或因依賴該等內容而引致的任何損失承擔任何責任。 NOIZ GROUP LIMITED 聲 揚 集 團 有 限 公 司 （於開曼群島註冊成立之有限公司） （股份代號：8163） 截至2023年9月30日止九個月 未經審核第三季度業績公告 聲揚集團有限公司（「本公司」）董事（「董事」）會謹此宣佈，本公司及其附屬公司截至 2023年9月30日止九個月的未經審核簡明綜合季度業績（「第三季度業績」）。本公告 列載本公司2023年的第三季度業績全文，乃符合香港聯合交易所有限公司（「聯交 所」）GEM證券上市規則（「GEM上市規則」）中有關第三季業績初步公告附載的資料 之相關要求。 承董事會命 聲揚集團有限公司 主席兼行政總裁 王顯碩 香港，2023年11月14日 於本公告發表日期，執行董事為王顯碩先生（主席兼行政總裁）及曾桂萍女士；而獨 立非執行董事為吳嘉善女士及黃永傑先生及楊慕嫦女士。 ...

Financial Performance - For the six months ended June 30, 2023, the company reported revenue of HKD 5,031,000, a decrease of 43.5% compared to HKD 8,972,000 for the same period in 2022[10] - The company incurred a loss before tax of HKD 13,417,000 for the six months ended June 30, 2023, compared to a loss of HKD 12,129,000 for the same period in 2022, representing an increase in loss of 10.6%[10] - The total comprehensive loss for the six months ended June 30, 2023, was HKD 13,730,000, slightly higher than the loss of HKD 13,251,000 for the same period in 2022, indicating a 3.6% increase in total loss[10] - The company's basic and diluted loss per share from continuing operations for the six months ended June 30, 2023, was HKD 2.42, compared to HKD 2.63 for the same period in 2022, reflecting a decrease of 7.9%[11] - The net loss attributable to equity holders for the six months ended June 30, 2023, was HKD 13,730,000, compared to a loss of HKD 13,251,000 for the same period in 2022, indicating a slight increase in losses of about 3.6%[16] - Total revenue for the six months ended June 30, 2023, was HKD 5,031,000, a decrease of 44.5% compared to HKD 8,972,000 for the same period in 2022[28] - The financial services segment generated revenue of HKD 2,343,000, down 62.9% from HKD 6,327,000 in the previous year[28] - The digital business reported a loss of HKD 2,333,000, contributing to an overall loss before tax from continuing operations of HKD 13,417,000[28] Assets and Liabilities - As of June 30, 2023, the company's total assets amounted to HKD 58,959,000, down from HKD 79,097,000 as of December 31, 2022, indicating a decrease of 25.5%[13] - The company's current liabilities decreased to HKD 22,664,000 as of June 30, 2023, from HKD 32,431,000 as of December 31, 2022, representing a reduction of 30.1%[13] - Non-current assets decreased to HKD 32,827,000 as of June 30, 2023, from HKD 36,343,000 as of December 31, 2022, indicating a decline of 9.1%[13] - The total equity attributable to equity holders as of June 30, 2023, was HKD (42,665,000), a decrease from HKD (28,935,000) as of December 31, 2022, representing a decline of approximately 47.5%[14] - The company's total liabilities decreased to HKD 101,624,000 from HKD 108,032,000, a reduction of 5.2%[30] - As of June 30, 2023, the total non-current liabilities amounted to HKD 78,960,000, an increase from HKD 75,601,000 as of December 31, 2022, representing a growth of approximately 4.2%[14] Cash Flow and Financing - The total cash and cash equivalents decreased by HKD 11,541,000 during the six months ended June 30, 2023, compared to a decrease of HKD 12,674,000 in the same period of 2022, showing a reduction in cash outflow of approximately 8.9%[18] - Operating cash flow for the six months ended June 30, 2023, was a net outflow of HKD 9,335,000, compared to a net outflow of HKD 7,918,000 in 2022, indicating a worsening cash flow situation[18] - The interest expense for convertible bonds decreased significantly to HKD 6,275,000 in the first half of 2023, down from HKD 13,319,000 in the same period of 2022, indicating a reduction of about 52.8%[20] - The company issued convertible bonds totaling HKD 91,000,000 to settle outstanding debts with Huylong International Holdings Limited, demonstrating a strategic financial maneuver[74] Business Segments and Strategy - The company has three reportable segments: financial services, corporate consulting, and digital business, with distinct strategies for each segment[27] - The company is actively exploring new product development and technological advancements to enhance its service offerings in the fintech and blockchain sectors[10] - The company has expanded its business into digital platforms, including blockchain-as-a-service, allowing enterprises to manage and develop applications without maintaining their own blockchain environment[79] - The company plans to expand its customer base and enhance its corporate financing advisory, asset management, and lending services in the financial services sector[103] - The company has successfully entered the entertainment business through its subsidiary NOIZ Entertainment Limited, hosting several concerts in Hong Kong and Macau[101] Future Outlook - The company has not provided specific guidance for future performance but continues to focus on its core business areas and potential market expansion opportunities[10] - The company provided an optimistic outlook, projecting a revenue growth of 20% for the second half of 2023, driven by new product launches and market expansion[147] - A strategic acquisition of a local fintech startup is expected to be finalized by Q4 2023, which will enhance the company's service offerings[147] - The company is planning to expand its market presence in Southeast Asia, targeting a 10% market share by the end of 2024[147] Corporate Governance - The company has complied with the GEM Listing Rules and has established an audit committee consisting of three independent non-executive directors[143] - The chairman and CEO, Wang Xianshuo, currently holds both positions, which deviates from the corporate governance code requiring separation of these roles[142] - The audit committee has reviewed the unaudited condensed consolidated interim results for the six months ended June 30, 2023, ensuring compliance with applicable accounting standards and GEM Listing Rules[145] - The company has applied the principles of the corporate governance code and has adhered to all applicable code provisions, with some deviations noted[141] Employee and Shareholder Information - The group employed 27 staff members as of June 30, 2023, a decrease from 29 as of December 31, 2022[122] - The largest shareholder, Mr. Wang Xianshuo, holds 391,414,998 shares, representing 69.07% of the total issued share capital as of June 30, 2023[130] - As of June 30, 2023, the major shareholder, Huilang, holds 254,659,498 shares, representing approximately 69.07% of the total issued share capital of 566,728,946 shares[133] Investment and Acquisitions - The company completed the acquisition of NOIZChain Limited for a total consideration of approximately HKD 15,133,000, paid through the issuance of 66,666,663 shares at an issue price of HKD 0.227 per share[79] - The group completed the acquisition of NOIZ on July 4, 2022, to diversify into blockchain, AI, and immersive interactive technologies[94] - The company has established a put option for the acquired shares, allowing the buyer to require the sellers to repurchase the shares under certain conditions, adding a layer of financial security to the acquisition[82]

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示概不就因本公告全部或任何部 份內容而產生或因依賴該等內容而引致的任何損失承擔任何責任。 NOIZ GROUP LIMITED 聲 揚 集 團 有 限 公 司 （前稱「 Merdeka Financial Group Limited領智金融集團有限公司」） （於開曼群島註冊成立之有限公司） （股份代號：8163） 截至2023年6月30日止六個月之 未經審核中期業績公告 聲揚集團有限公司（「本公司」）董事（「董事」）會謹此宣佈本公司及其附屬公司截至 2023年6月30日止六個月的未經審核綜合業績（「中期業績」）。本公告載有本公司 2023年中期報告全文，符合香港聯合交易所有限公司（「聯交所」）GEM證券上市規 則（「GEM上市規則」）對隨附於中期業績初步公告的資料的相關規定。 承董事會命 聲揚集團有限公司 主席兼行政總裁 王顯碩 香港，2023年8月14日 於本公告發表日期，執行董事為王顯碩先生（主席兼行政總裁）及曾桂萍女士；而獨 立非執行董事為吳嘉善女士、黃永傑先生及楊慕嫦女士。 ...