Financial Performance - For the first quarter of 2023, the company reported a revenue of HKD 2.67 million, a decrease of 29.5% compared to HKD 3.78 million in the same period of 2022[10] - The company incurred a loss before tax of HKD 6.06 million, which is an improvement of 14.3% from a loss of HKD 7.07 million in Q1 2022[10] - The net loss attributable to the company's shareholders for the period was HKD 6.30 million, compared to a loss of HKD 7.43 million in the previous year, reflecting a 15.2% reduction in losses[10] - Basic and diluted loss per share from continuing operations was HKD 1.11, down from HKD 1.49 in Q1 2022, indicating a 25.5% improvement[11] - The company reported a total comprehensive loss of HKD 6.30 million for the quarter, compared to HKD 7.43 million in the same quarter last year, marking a 15.2% improvement[10] - The company reported a loss of HKD 35,239,000 for the three months ended March 31, 2023, compared to a loss of HKD 34,924,000 for the same period in 2022[16] - The company reported a loss before tax of HKD 6,304,000 for the three months ended March 31, 2023, compared to a loss of HKD 7,207,000 for the same period in 2022, indicating an improvement of approximately 12.5%[41] - The company reported a total loss attributable to owners of HKD 6,304,000 for the three months ended March 31, 2023, compared to a total loss of HKD 7,429,000 in the same period of 2022, reflecting a reduction of approximately 15.1%[41] Assets and Liabilities - Total assets as of March 31, 2023, were HKD 77.24 million, a decrease from HKD 79.94 million as of December 31, 2022[14] - The company's current liabilities decreased to HKD 28.19 million from HKD 32.43 million, showing a reduction of 13.0%[13] - The company's cash and cash equivalents in general accounts decreased to HKD 15.28 million from HKD 23.03 million, a decline of 33.7%[13] - The company’s non-current assets totaled HKD 34.46 million, down from HKD 36.34 million at the end of 2022, reflecting a decrease of 5.2%[13] - The company’s equity position showed a net loss of HKD 35.24 million as of March 31, 2023, compared to a net loss of HKD 28.94 million at the end of 2022[14] - As of March 31, 2023, total assets decreased to HKD 70,184,000 from HKD 79,097,000 as of December 31, 2022, representing a decline of approximately 11.5%[27] - The total liabilities decreased to HKD 105,423,000 as of March 31, 2023, from HKD 108,032,000 as of December 31, 2022, a decrease of approximately 2.4%[27] Revenue Breakdown - Financial services revenue was HKD 1,496,000, down from HKD 2,526,000 in the previous year, representing a decline of 40.7%[26] - The digital platform business generated revenue of HKD 77,000, marking its first contribution since its establishment in the previous fiscal year[24][26] - The financial services segment remains the largest contributor to revenue, despite the overall decline in earnings[26] - Revenue from major customers accounted for over 10% of total revenue, with Customer A contributing HKD 270,000 in 2023, while Customer B contributed HKD 1,710,000 in 2022[29] - The corporate finance advisory services generated revenue of approximately HKD 1,200,000, an increase from HKD 500,000 in the previous year[86] - The corporate consulting business recorded revenue of approximately HKD 1,100,000, down from HKD 1,300,000 year-over-year, but achieved a segment profit of HKD 700,000 compared to a segment loss of HKD 100,000 in the previous year[91] Share Capital and Financing - The company issued 66,666,663 shares at an issue price of approximately HKD 0.227 per share to finance the acquisition of NOIZChain Limited[77] - The company’s issued and paid-up share capital as of March 31, 2023, was HKD 56,673,000, reflecting an increase from HKD 48,506,000 as of January 1, 2022[75] - The total amount of convertible bonds as of March 31, 2023, included HKD 13,383,000 from the 2008 convertible bonds and HKD 74,809,000 from the 2022 convertible bonds[68] - The total amount of convertible bonds as of March 31, 2023, was approximately HKD 88,200,000, compared to HKD 85,100,000 as of December 31, 2022[114] - The company issued convertible bonds totaling HKD 91 million on December 28, 2022, with conversion prices set at HKD 0.903 and HKD 0.90 for different tranches until specified dates[132] Governance and Compliance - The company has established an audit committee with specific written terms of reference as required by GEM Listing Rules[142] - The company’s audit committee has reviewed the unaudited condensed consolidated first-quarter results for the three months ended March 31, 2023, and confirmed compliance with applicable accounting standards and GEM Listing Rules[144] - The company has confirmed compliance with trading standards by all directors throughout the reporting period[137] - The company has applied the principles of the GEM Listing Rules Appendix 15 Corporate Governance Code and has complied with all applicable code provisions, with some deviations noted[140] - The company will continue to review the effectiveness of its governance structure to ensure it is suitable for its circumstances[141] Strategic Initiatives - The company continues to focus on expanding its digital platform services to enhance revenue streams in the future[24] - The company aims to expand its digital platform business through the acquisition of NOIZ, which focuses on blockchain technology and aims to promote its widespread adoption in enterprises[92][98] - The Honio metaverse, developed in collaboration with NOIZ, is expected to cover approximately 2,000 landmarks in Japan by 2023 and 5,000 buildings by 2024, with plans to expand into other Asia-Pacific markets[100] - The company plans to leverage blockchain technology to enhance the digitalization of its entertainment division and improve the benefits for creators and content owners[103] - The company will continue to expand its customer base in financial services, focusing on corporate financing advisory, asset management, and lending services[104] Employment and Staff - The company employed 30 staff members as of March 31, 2023, compared to 29 as of December 31, 2022[121]

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之內容概不負責，對其 準確性或完整性亦不發表任何聲明，並明確表示概不就因本公告全部或任何部分內容而 產生或因倚賴該等內容而引致之任何損失承擔任何責任。 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3月31日止三個月 未經審核第一季度業績公告 香港聯合交易所有限公司（「聯交所」）GEM（「GEM」）的特色 GEM的定位，乃為中小型公司提供一個上市的市場，此等公司相比起其他在主板上市的 公司帶有較高投資風險。有意投資的人士應了解投資於該等公司的潛在風險，並應經過 審慎周詳的考慮後方作出投資決定。 由於GEM上市公司普遍為中小型公司，在GEM買賣的證券可能會較於主板買賣之證券 承受較大的市場波動風險，同時無法保證在GEM買賣的證券會有高流通量的市場。 本公告乃遵照《聯交所GEM證券上市規則》（「GEM上市規則」）的規定而刊載，旨在提供 有關領智金融集團有限公司（「本公司」）之資料；本公司各董事（「董事」）願就本公告的資 料共同及個 ...

Financial Performance - The net loss attributable to owners of the Company for the year was approximately HK$27.8 million, a decrease from HK$31.1 million in 2021[18]. - Basic and diluted loss per share for continuing operations was approximately HK$0.057, compared to HK$0.084 in 2021[18]. - The Group's total revenue from continuing operations was approximately HK$18.2 million for the year ended 31 December 2022, a decrease from HK$21.2 million in 2021[47]. - The Group's loss for the year attributable to owners was approximately HK$27.8 million, an improvement from a loss of approximately HK$31.1 million in 2021[47]. - The Group's net loss decreased mainly due to the absence of a loss on deconsolidation of subsidiaries of approximately HK$4.1 million and an increase in imputed interest on convertible bonds of HK$1.6 million[18]. Revenue Breakdown - The financial services business recorded a turnover of approximately HK$11.9 million and a segment profit of HK$2.3 million, down from HK$15.4 million and HK$8.5 million respectively in 2021[19]. - Corporate financial advisory services generated revenue of approximately HK$5.2 million, while asset management services generated approximately HK$5.4 million, representing 28.6% and 29.7% of total revenue respectively[20]. - The financial services segment's performance reflects ongoing challenges in the market, impacting overall profitability[19]. - The Group's financial services business generated revenue of approximately HK$11.9 million, down from HK$15.4 million in 2021, with segment profit decreasing from HK$8.5 million to HK$2.3 million[23]. - Corporate consulting business revenue was approximately HK$4.7 million, down from HK$5.8 million in 2021, but segment profit improved from approximately HK$0.2 million to HK$1.9 million[26]. Digital Platform and Innovations - The Company is engaged in financial services, corporate consulting, and digital platform business, including Blockchain-as-a-Service[17]. - The digital platform business, following the acquisition of NOIZChain Limited, recorded revenue of approximately HK$1.6 million and a segment loss of HK$2.5 million for the year[27]. - The digital platform business aims for a compound average annual growth rate of revenue of approximately 38.6% over the next five years, with a pre-tax discount rate of 20.82% used for cash flow projections[70]. - NOIZ provides tailored services to businesses, enabling them to utilize cloud-based solutions for managing applications and smart contracts without developing their own blockchain environments[68]. - The Honio Metaverse, being developed in collaboration with Mapxus, aims to cover around 2,000 landmarks in Japan by 2023 and 5,000 buildings by 2024, with plans to expand into other Asia Pacific markets[34]. Corporate Governance and Management - The Company has maintained compliance with the Corporate Governance Code, with the exception of the deviation regarding the roles of Chairman and Chief Executive Officer being held by the same individual since September 1, 2020[171]. - The Board consists of six members, including three executive Directors and three independent non-executive Directors[190]. - The Group has adopted an Anti-Corruption Policy and a Whistleblowing Policy to promote business integrity and establish a healthy corporate culture[187]. - The Company emphasizes the importance of transparency and accountability to shareholders, aiming to maximize benefits through good corporate governance[168]. - The Group's culture is aligned with its purpose, values, and strategy, promoting integrity and ethical long-term business practices[186]. Financial Position and Capital Management - As of December 31, 2022, the Group recorded cash and bank balances of approximately HK$34.8 million, down from HK$47.7 million in 2021[120]. - The net current assets value as of December 31, 2022, was approximately HK$10.3 million, a decrease from HK$38.9 million in 2021[120]. - The Group's gearing ratio increased to approximately 1.08 as of December 31, 2022, compared to 0.96 in 2021, with total interest-bearing debts of approximately HK$85.1 million[121]. - The Company completed a share subscription on July 7, 2022, issuing 15,000,000 shares at a subscription price of HK$0.21, resulting in gross proceeds of HK$3.15 million[122]. - The intended use of the net proceeds from the share subscription was for general working capital, with approximately HK$800,000 expected to be utilized within two months[126]. Future Outlook and Strategic Initiatives - The Group anticipates a significant increase in demand for governance-related services in the corporate consulting sector in the future[26]. - The Company plans to expand its client base in financial services, focusing on corporate financial advisory, asset management, and money lending services[91]. - The demand for corporate governance services from Hong Kong listed issuers is expected to persist, driven by increased global awareness[92]. - The Company completed the acquisition of NOIZ in the second half of 2022 to capitalize on the growth potential of the Web 3.0 market[83]. - NOIZ Entertainment Limited has entered the entertainment industry with an investment in "Punch Live 2023," a concert held in March 2023, and plans to participate in various events in the Guangdong-Hong Kong-Macao Greater Bay Area[35].

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之內容概不負責，對其 準確性或完整性亦不發表任何聲明，並明確表示概不就因本公告全部或任何部分內容而 產生或因倚賴該等內容而引致之任何損失承擔任何責任。 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2022年12月31日止年度之 經審核年度業績公告 香港聯合交易所有限公司（「聯交所」）GEM（「GEM」）的特色 GEM的定位，乃為中小型公司提供一個上市的市場，此等公司相比起其他在聯交所上市 的公司帶有較高投資風險。有意投資的人士應了解投資於該等公司的潛在風險，並應經 過審慎周詳的考慮後方作出投資決定。 由於GEM上市公司普遍為中小型公司，在GEM買賣的證券可能會較於主板買賣之證券 承受較大的市場波動風險，同時無法保證在GEM買賣的證券會有高流通量的市場。 本公告的資料乃遵照《聯交所GEM證券上市規則》（「GEM上市規則」）而刊載，旨在提供 有關領智金融集團有限公司（「本公司」）之資料；本公司各董事（「董事」）願就本公告的資 料共同及個別 ...

Financial Performance - Revenue from continuing operations for the three months ended September 30, 2022, was HKD 6,568,000, an increase of 16.5% compared to HKD 5,636,000 for the same period in 2021[3] - Total revenue for the nine months ended September 30, 2022, was HKD 15,540,000, slightly up from HKD 15,415,000 in the same period of 2021, reflecting a growth of 0.8%[3] - The net loss for the three months ended September 30, 2022, was HKD 3,485,000, an improvement from a net loss of HKD 10,288,000 in the same period of 2021, representing a reduction of 66.1%[5] - The net loss for the nine months ended September 30, 2022, was HKD 16,736,000, down from HKD 19,743,000 in the same period of 2021, indicating a decrease of 15.3%[5] - The company reported a loss before tax of HKD 5,598,000 for the three months ended September 30, 2022, compared to a loss of HKD 9,439,000 for the same period in 2021, a reduction of 40.5%[5] - The basic and diluted loss per share from continuing and discontinued operations for the three months ended September 30, 2022, was HKD (0.006), an improvement from HKD (0.025) in the same period of 2021[5] - The total comprehensive loss for the three months ended September 30, 2022, was HKD 3,485,000, compared to a total comprehensive income of HKD 3,707,000 in the same period of 2021[5] Revenue Breakdown - Revenue sources include financial services, corporate consulting, and digital platform operations, although specific figures were not disclosed in the summary[16] - Financial services revenue for the nine months ended September 30, 2022, was HKD 10,880 million, a decrease of 1.5% from HKD 11,043 million in the same period of 2021[17] - Corporate consulting revenue decreased by 12.2% to HKD 3,835 million for the nine months ended September 30, 2022, compared to HKD 4,372 million in the previous year[17] - Digital platform business generated HKD 825 million in revenue for the nine months ended September 30, 2022, with no prior year comparison available[17] - The group reported a profit of HKD 5,219 million from financial services, while corporate consulting generated a profit of HKD 1,582 million, and the digital platform business incurred a loss of HKD 1,133 million[21] Assets and Liabilities - As of September 30, 2022, total non-current assets amounted to HKD 39,497 million, an increase from HKD 26,504 million as of December 31, 2021, representing a growth of approximately 49%[7] - Current assets totaled HKD 49,589 million, a decrease from HKD 62,386 million in the previous year, indicating a decline of about 20%[7] - Total current liabilities reached HKD 111,009 million, significantly higher than HKD 23,443 million as of December 31, 2021, reflecting an increase of approximately 373%[7] - The net asset value showed a negative balance of HKD 61,420 million compared to a positive balance of HKD 38,943 million in the previous year, indicating a substantial deterioration in financial position[9] - Non-current liabilities included lease liabilities of HKD 3,969 million, down from HKD 6,825 million, showing a reduction of about 42%[9] - The company reported a total equity attributable to owners of the company of HKD 56,673 million, an increase from HKD 48,506 million, representing a growth of approximately 17%[9] Cash Flow and Financing - The company reported a total financing cost of 10,193,000 HKD for the nine months ended September 30, 2022, compared to 8,647,000 HKD for the same period in 2021[49] - The financing costs for the group were HKD 10,122 million for the nine months ended September 30, 2022[21] - The estimated interest on convertible bonds for the nine months ended September 30, 2022, was 9,874,000 HKD, up from 8,597,000 HKD in the same period of 2021[49] - The convertible bond liability increased to HKD 94,552,000 as of September 30, 2022, up from HKD 85,557,000 at the end of 2021, reflecting a rise of 10.4%[89] Corporate Actions and Governance - The company has adopted new accounting standards effective from January 1, 2022, with no significant financial impact on the quarterly results[14] - The company is committed to adhering to the GEM listing rules and applicable disclosure requirements[14] - The company completed a rights issue on July 22, 2021, raising approximately HKD 51,947,000, with HKD 34,631,000 allocated to share capital[95] - The company completed a share subscription on July 7, 2022, issuing 15,000,000 shares at a subscription price of HKD 0.21 per share, raising a total of HKD 3.15 million[134] - The company has a share option plan approved on December 30, 2020, which will remain effective for 10 years, with a total of 571,636 options lapsing during the nine months ended September 30, 2022[152] - The company confirmed that all directors complied with the trading standards throughout the reporting period[170] - The company has adhered to the corporate governance code as per GEM listing rules, with the exception of deviation from rule C.2.1 regarding the roles of Chairman and CEO being held by the same individual[173] - The audit committee, consisting of three independent non-executive directors, is responsible for reviewing the group's quarterly, half-yearly, and annual performance, as well as ensuring compliance with applicable accounting standards and regulations[174] Market Outlook - Future outlook remains cautious due to ongoing market volatility and potential risks associated with small and mid-sized companies listed on GEM[2] - The demand for professional services related to corporate governance and compliance with local regulations is expected to continue among Hong Kong listed issuers[122] - The group plans to expand its client base and strengthen its corporate finance consulting, asset management, and lending services[121]

Financial Performance - Revenue for the six months ended June 30, 2022, was HKD 11,506,000, a decrease of 4.6% compared to HKD 12,060,000 for the same period in 2021[4] - Gross profit for the six months ended June 30, 2022, was HKD 9,359,000, down 7% from HKD 10,064,000 in the previous year[4] - The net loss for the six months ended June 30, 2022, was HKD 13,251,000, compared to a loss of HKD 9,455,000 for the same period in 2021, representing a 40% increase in losses[4] - The total comprehensive loss for the six months ended June 30, 2022, was HKD 13,251,000, compared to HKD 9,535,000 for the same period in 2021, marking a 39.5% increase in total losses[7] - The company reported a basic and diluted loss per share of HKD 0.03 for the six months ended June 30, 2022, compared to HKD 0.07 for the same period in 2021[4] - The company recorded a total loss of HKD (40,746,000) attributable to owners for the six months ended June 30, 2022, compared to a loss of HKD (27,495,000) for the same period in 2021[11] Revenue Breakdown - The financial services segment generated revenue of HKD 6,327,000, down 9.8% from HKD 7,014,000 in the previous year[22] - Revenue from major customer A in the financial services segment was HKD 3,514,000 for the six months ended June 30, 2022, representing a significant contribution to total revenue[31] - Financial services revenue for the six months ended June 30, 2022, was approximately HKD 6,300,000, a decrease from HKD 7,000,000 for the same period in 2021, with segment profit dropping to HKD 2,700,000 from HKD 4,200,000[87] - Corporate finance advisory services and asset management services generated revenues of approximately HKD 2,000,000 and HKD 3,500,000, respectively, accounting for about 17.4% and 30.4% of total group revenue[87] - The trade business segment reported revenue of HKD 2,534,000, an increase of 11.1% from HKD 2,281,000 in the same period of 2021[22] - The corporate consulting business recorded revenue of approximately HKD 2,600,000 for the six months ended June 30, 2022, compared to HKD 2,800,000 for the same period in 2021, with segment profit improving to HKD 800,000 from a loss of HKD 100,000[93] - Trade business revenue for the six months ended June 30, 2022, was approximately HKD 2,500,000, an increase from HKD 2,300,000 in the same period of 2021, but with a segment loss of HKD 500,000 compared to a loss of HKD 200,000 in 2021[94] Expenses and Liabilities - Operating and administrative expenses increased to HKD 16,101,000 for the six months ended June 30, 2022, from HKD 16,125,000 in the previous year[4] - The total non-current liabilities increased to HKD 97,500,000 as of June 30, 2022, compared to HKD 92,942,000 as of December 31, 2021[11] - The liability portion of convertible bonds increased to HKD 92,028,000 as of June 30, 2022, from HKD 85,557,000 as of December 31, 2021[76] Cash Flow and Assets - The company reported a net cash outflow from operating activities of HKD (7,918,000) for the six months ended June 30, 2022, compared to a cash inflow of HKD 954,000 in the same period of 2021[16] - Cash and bank balances in general accounts were HKD 23,686,000 as of June 30, 2022, down from HKD 36,360,000 as of December 31, 2021, a decrease of approximately 35%[69] - As of June 30, 2022, total assets amounted to HKD 78,319,000, a decrease of 11.8% from HKD 88,890,000 as of December 31, 2021[27] - Total current assets decreased to HKD 51,576,000 as of June 30, 2022, down from HKD 62,386,000 as of December 31, 2021, reflecting a decline of 17.3%[9] - The cash and cash equivalents decreased to HKD 23,686,000 at the end of June 30, 2022, down from HKD 26,078,000 at the end of the previous year[16] Shareholder and Equity Information - The company did not declare or pay an interim dividend for the six months ended June 30, 2022, consistent with the previous year[43] - The company reported a basic and diluted loss per share of HKD 0.012 (5,822,000) for the six months ended June 30, 2022, compared to a loss of HKD 0.038 (5,184,000) for the same period in 2021[45] - The weighted average number of ordinary shares for the calculation of basic and diluted loss per share was 485,062,000 shares for the six months ended June 30, 2022, significantly up from 136,055,000 shares for the same period in 2021[45] - The total number of issued shares as of June 30, 2022, is 485,062,283[146] - The company’s directors and senior management held a total of 241,948,173 shares, representing approximately 49.88% of the total issued share capital of 485,062,283 shares as of June 30, 2022[140][141] Strategic Initiatives and Future Plans - The company plans to continue focusing on expanding its financial services and consulting segments to improve overall performance[24] - The group plans to expand its client base and strengthen corporate finance advisory, asset management, and lending services, while exploring opportunities in capital raising activities[102] - The group completed the acquisition of NOIZChain Limited on July 4, 2022, aiming to leverage potential growth in financial technology and create synergies with existing services[101] - The board is actively taking measures to mitigate the impact of COVID-19 on trade operations, including trading through online platforms[104] Compliance and Governance - The company has complied with the corporate governance code as per GEM Listing Rules, except for the deviation regarding the roles of Chairman and CEO being held by the same individual[153] - The Audit Committee, consisting of three independent non-executive directors, has reviewed the unaudited interim results for the six months ending June 30, 2022, ensuring compliance with applicable accounting standards and GEM Listing Rules[156]

Financial Performance - Revenue for the first quarter ended March 31, 2022, was HKD 5,603,000, a decrease of 15.06% compared to HKD 6,596,000 in the same period of 2021[3] - Gross profit for the same period was HKD 4,022,000, down 20.23% from HKD 5,044,000 year-on-year[3] - The loss before tax for the first quarter was HKD 7,292,000, compared to a loss of HKD 4,435,000 in the previous year, representing a 64.12% increase in losses[3] - The total comprehensive loss for the period was HKD 7,429,000, compared to HKD 4,606,000 in the same quarter of 2021, indicating a 61.06% increase in total losses[5] - The company reported a basic and diluted loss per share of HKD 0.02, compared to HKD 0.03 in the previous year[3] - The company reported a loss attributable to equity holders of HKD 7,429,000 for the three months ended March 31, 2022, compared to a loss of HKD 4,606,000 for the same period in 2021[44] - The group reported a loss attributable to owners of approximately HKD 7,400,000, compared to a loss of HKD 4,600,000 for the same period in 2021, with a basic and diluted loss per share of approximately HKD 0.02[82] Revenue Breakdown - Total revenue for the first quarter of 2022 was HKD 5,603,000, a decrease of 15.1% compared to HKD 6,596,000 in the same period of 2021[20] - Financial services segment revenue was HKD 2,526,000, down 28.8% from HKD 3,549,000 year-over-year[20] - Corporate consulting segment revenue was HKD 1,261,000, slightly down from HKD 1,297,000 in the previous year[20] - Trade business revenue increased to HKD 1,816,000, compared to HKD 1,750,000 in the same quarter of 2021, reflecting a growth of 3.8%[20] - Revenue from external customers for the three months ended March 31, 2022, was HKD 1,710,000, compared to HKD 1,540,000 for the same period in 2021, representing an increase of 11%[32] - Revenue from the financial services segment was approximately HKD 2,500,000, down from HKD 3,500,000 in the same period of 2021, with segment profit decreasing to HKD 700,000 from HKD 1,800,000[83] - The trade business generated revenue of approximately HKD 1,800,000, unchanged from the same period in 2021, but incurred a segment loss of HKD 200,000 compared to a loss of HKD 30,000 in 2021[89] Assets and Liabilities - Non-current assets as of March 31, 2022, totaled HKD 27,987,000, an increase from HKD 26,504,000 as of December 31, 2021[7] - Current assets increased to HKD 81,263,000 from HKD 62,386,000, reflecting a growth of 30.29%[7] - Current liabilities rose significantly to HKD 49,012,000 from HKD 23,443,000, marking an increase of 108.73%[7] - The net asset value decreased to HKD 32,251,000 from HKD 38,943,000, a decline of 17.36%[7] - Total assets amounted to HKD 109,250,000, an increase of 22.9% from HKD 88,890,000 as of December 31, 2021[29] - Total liabilities as of March 31, 2022, were HKD 144,174,000, up 23.9% from HKD 116,385,000 as of December 31, 2021[29] - The group's net current assets were approximately HKD 32.3 million as of March 31, 2022, down from HKD 38.9 million as of December 31, 2021[107] Cash and Cash Equivalents - As of March 31, 2022, the bank balances and cash in general accounts amounted to approximately HKD 28,404,000, a decrease of 21.9% from HKD 36,360,000 as of December 31, 2021[67] - The company held approximately HKD 69,216,000 in total bank balances and cash as of March 31, 2022, compared to HKD 47,743,000 as of December 31, 2021, indicating an increase of 45.0%[66] - The group recorded cash and bank balances of approximately HKD 69.2 million as of March 31, 2022, compared to HKD 47.7 million as of December 31, 2021[107] Management and Strategy - The company is focused on enhancing its financial services and expanding its trade business to improve overall performance in the upcoming quarters[18] - The company plans to implement new strategies to enhance operational efficiency and drive revenue growth in the future[18] - The group plans to continue expanding its customer base and enhancing its track record to strengthen its corporate finance advisory, asset management, and lending services in the future[95] - The group aims to explore opportunities in equity fundraising activities to diversify revenue sources within its securities brokerage services[95] - The group is committed to adopting comprehensive policies and procedures for its lending operations, including compliance with applicable laws and regulations[85] - The group will continue to explore new opportunities in financial technology to leverage potential growth in this sector and create synergies with its existing financial services[95] Share Capital and Equity - The total issued and paid-up share capital as of March 31, 2022, was HKD 48,506,000, unchanged from the previous period after the share consolidation[77] - Major shareholder Huilang holds 136,755,500 shares and 105,192,673 related shares, totaling 241,948,173 shares, representing 49.88% of the issued capital[133] - The company has a total of 485,062,283 shares issued as of March 31, 2022[130] Compliance and Governance - The company continues to adhere to Hong Kong Financial Reporting Standards and has not adopted any new standards that would have a significant financial impact on the quarterly results[16] - The audit committee has reviewed the unaudited condensed consolidated first-quarter results for the three months ended March 31, 2022, and confirmed compliance with applicable accounting standards and GEM listing rules[143] - The company has applied the principles of the corporate governance code and has complied with all applicable code provisions, except for the deviation regarding the roles of Chairman and CEO being held by the same individual[140]

MERDEKΛ角督 MERDEKA FINANCIAL GROUP LIMITED 領智金融集團有限公司 STOCK CODE 股份代號：8163 Financial Services Insurance Technology COMMONAT mmmm Corporate Consulting FinTech 2021 年 報 Annual Report | --- | --- | |----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- ...

Financial Performance - For the three months ended September 30, 2021, the company reported revenue of HKD 8,994,000, a decrease of 28.5% compared to HKD 12,483,000 for the same period in 2020[9] - The gross profit for the nine months ended September 30, 2021, was HKD 15,905,000, down 38.5% from HKD 25,866,000 in the previous year[9] - The net loss for the three months ended September 30, 2021, was HKD 10,288,000, compared to a loss of HKD 5,030,000 in the same period of 2020, representing a 104.9% increase in losses[11] - The total comprehensive loss for the nine months ended September 30, 2021, was HKD 5,828,000, a significant improvement from a loss of HKD 87,525,000 in the same period of 2020[11] - The company reported a significant increase in administrative expenses, totaling HKD 8,831,000 for the three months ended September 30, 2021, compared to HKD 12,110,000 in the same period of 2020[9] - For the nine months ended September 30, 2021, total revenue was HKD 21,054,000, a decrease of 42.5% compared to HKD 36,702,000 for the same period in 2020[26] - The total segment profit for the nine months ended September 30, 2021, was HKD 6,411,000, compared to HKD 8,808,000 for the same period in 2020, reflecting a decline of 27.1%[26] - The net loss attributable to equity holders for the nine months ended September 30, 2021, was approximately HKD 20,100,000, compared to a net loss of HKD 58,100,000 for the same period in 2020[97] - Basic and diluted loss per share for the nine months ended September 30, 2021, was approximately HKD 0.09, compared to HKD 0.86 for the same period in 2020[97] Revenue Breakdown - Revenue from financial services for the nine months ended September 30, 2021, was HKD 11,043 million, down from HKD 18,695 million in the same period of 2020, representing a decline of approximately 41.0%[23] - The financial services segment generated revenue of HKD 11,043,000, down 41.1% from HKD 18,695,000 in the previous year[26] - The corporate consulting segment reported revenue of HKD 4,372,000, a decrease of 26.7% from HKD 5,968,000 in the prior year[26] - The trading segment's revenue was HKD 5,639,000, down 53.1% from HKD 12,039,000 in the same period last year[26] - Corporate finance advisory services and asset management services generated revenues of approximately HKD 6,300,000 and HKD 2,800,000, respectively, for the nine months ended September 30, 2021[99] - Trade business revenue was approximately HKD 5,600,000 for the nine months ended September 30, 2021, down from HKD 12,000,000 in the same period of 2020, resulting in a segment loss of HKD 500,000 compared to a loss of HKD 200,000 in 2020[104] Assets and Liabilities - As of September 30, 2021, total assets amounted to HKD 112,027 million, a decrease from HKD 108,198 million as of December 31, 2020[13] - Non-current assets totaled HKD 16,437 million, down from HKD 17,199 million year-over-year[13] - Current assets increased to HKD 95,590 million from HKD 90,999 million, reflecting a growth of approximately 5.8%[13] - The total liabilities increased to HKD 98,973 million from HKD 74,470 million, indicating a rise of approximately 32.9%[15] - The total liabilities decreased to HKD 127,962,000 as of September 30, 2021, from HKD 162,899,000 as of December 31, 2020[29] - The company’s equity attributable to owners was HKD 48,483 million, a decrease from HKD 13,232 million year-over-year[15] Cash and Financing - The company’s cash and bank balances increased to HKD 74,567 million from HKD 27,610 million, a significant increase of approximately 170.5%[13] - The group’s total cash and bank balances, including trust accounts, reached HKD 74,567,000, up 35% from HKD 54,988,000 in the previous year[69] - The group had no bank borrowings as of September 30, 2021, compared to HKD 851,000 as of December 31, 2020[73] - The interest expense on convertible bonds for the period was HKD 8,597,000, down from HKD 12,136,000 in the same period last year[79] - The company reported a basic and diluted loss per share of HKD 0.087 for the nine months ended September 30, 2021, compared to HKD 0.855 for the same period in 2020[46] Corporate Actions and Plans - The company has plans for market expansion and new product development, although specific details were not disclosed in the report[10] - The company is actively exploring potential mergers and acquisitions to enhance its market position and service offerings[10] - The company plans to focus on expanding its market presence and enhancing its product offerings in the upcoming quarters[22] - The company completed a rights issue on July 22, 2021, issuing 346,310,897 shares at a subscription price of HKD 0.15 per share, raising a total of HKD 51,947,000[90] - The company plans to utilize approximately HKD 10,890,000 from the 2021 rights issue for the repayment of outstanding notes issued on April 21, 2015[130] Governance and Compliance - The directors confirmed that the information in the report is accurate and complete, ensuring transparency for investors[5] - The audit committee consists of three independent non-executive directors, ensuring compliance with applicable accounting standards and GEM listing rules[166] - The company has applied the principles of the GEM Corporate Governance Code and has complied with all applicable code provisions, except for the separation of the roles of Chairman and CEO[164] - The company has established an audit committee to review quarterly, half-yearly, and annual performance, as well as risk management and internal control systems[166] - The company is committed to maintaining appropriate relationships with external auditors to ensure objective and reliable financial reporting[166] Employee and Management - The company’s employee costs, including directors' remuneration, totaled HKD 13,596,000 for the nine months ended September 30, 2021, an increase of 15.2% from HKD 11,801,000 for the same period in 2020[40] - The total remuneration paid to key management personnel for the nine months ended September 30, 2021, was HKD 2,327,000, compared to HKD 814,000 for the same period in 2020[94] - As of September 30, 2021, the group employed 35 staff members, a decrease from 40 staff members as of December 31, 2020[141] - The company provides competitive compensation packages, including performance-linked bonuses and stock option plans to incentivize employees[141] Stock Options and Share Capital - A total of 132,320,000 stock options were granted and 62,000,000 stock options were exercised under the stock option plan during the nine months ended September 30, 2021[143] - The weighted average closing price of shares prior to the exercise of stock options was approximately HKD 0.0224 per share[147] - As of September 30, 2021, the company had issued 484,835,256 shares[2] - The stock option plan approved on December 30, 2020, will remain effective for 10 years unless canceled or amended[143] - The stock options' exercise price is subject to adjustments for capitalized issues, rights issues, share splits, or similar changes in the company's share capital[145] Impairment and Losses - The company recognized a loss of HKD 16,000,000 from the deregistration of a subsidiary during the nine months ended September 30, 2021[36] - The company recognized an impairment loss of HKD 352,000 for the nine months ended September 30, 2021, compared to HKD 240,000 for the year ended December 31, 2020[63] - The group did not recognize any impairment losses on other receivables amounting to approximately HKD 9,000,000 for the nine months ended September 30, 2021[97] - The group’s net loss for the nine months ended September 30, 2021, was primarily attributed to the absence of impairment losses on finance lease receivables amounting to approximately HKD 78,000,000[97] Market Conditions and Future Outlook - The retail business environment is expected to remain challenging in the short term, prompting the board to develop an online trading platform for goods and components[111] - The group plans to expand its customer base and enhance its corporate financing advisory, asset management, and lending services in the financial services sector[109] - The group anticipates continued demand for professional services related to corporate governance from Hong Kong listed issuers[110]

Financial Performance - Revenue for the six months ended June 30, 2021, was HKD 12,060 thousand, a decrease of 50.1% compared to HKD 24,219 thousand for the same period in 2020[3] - Gross profit for the six months ended June 30, 2021, was HKD 10,064 thousand, down 38.2% from HKD 16,230 thousand in the previous year[3] - The net loss for the six months ended June 30, 2021, was HKD 9,455 thousand, compared to a net loss of HKD 79,286 thousand for the same period in 2020, representing a significant improvement[5] - Total comprehensive loss for the six months ended June 30, 2021, was HKD 9,535 thousand, compared to HKD 82,266 thousand in the previous year, indicating a reduction in losses[5] - The company reported a basic loss per share of HKD 0.07 for the six months ended June 30, 2021, compared to HKD 1.75 for the same period in 2020, showing a significant reduction in loss per share[3] - The net loss attributable to equity holders was HKD 62,309,000 for the six months ended June 30, 2021, compared to a loss of HKD 54,701,000 for the same period in 2020[9] - The total loss attributable to equity holders for the six months ended June 30, 2021, was HKD (9,790,000), compared to a loss of HKD (54,817,000) for the same period in 2020[46] Assets and Liabilities - Trade receivables decreased to HKD 4,232 thousand as of June 30, 2021, from HKD 15,253 thousand as of December 31, 2020, reflecting improved collection efforts[7] - Current assets increased to HKD 96,384 thousand as of June 30, 2021, compared to HKD 90,999 thousand at the end of 2020, indicating better liquidity[7] - Non-current assets totaled HKD 15,271 thousand as of June 30, 2021, down from HKD 17,199 thousand at the end of 2020, indicating a decrease in long-term asset value[7] - Total non-current liabilities increased to HKD 80,068,000 as of June 30, 2021, compared to HKD 74,470,000 at the end of 2020[9] - Total liabilities rose to 173,964 thousand HKD as of June 30, 2021, up from 162,899 thousand HKD as of December 31, 2020, indicating an increase of about 6.5%[27] - The total liabilities to equity ratio indicates a net liability of HKD 62,309,000, reflecting a worsening financial position compared to the previous year[9] Cash Flow and Financial Position - The company reported a net cash flow from operating activities of HKD 954,000, a significant decline from HKD 16,307,000 in the same period last year[13] - The company’s cash and cash equivalents decreased to HKD 26,078,000 from HKD 83,995,000 at the end of the previous period[13] - The group recorded cash and bank balances of approximately HKD 73 million as of June 30, 2021, compared to HKD 55 million as of December 31, 2020[117] - The capital debt ratio was approximately 0.72 as of June 30, 2021, up from 0.69 as of December 31, 2020, with interest-bearing debt totaling approximately HKD 80 million[117] Revenue Segmentation - Financial services segment revenue was HKD 7,014,000, down 40.5% from HKD 11,690,000 in the previous year[19] - The financial services segment reported a profit of HKD 4,156,000, while the consulting and trading segments reported losses of HKD 79,000 and HKD 208,000 respectively[21] - The corporate finance consulting and asset management services generated revenues of approximately HKD 4,400,000 and HKD 900,000, respectively, accounting for 36.4% and 7.4% of total group revenue[95] - The corporate consulting business generated revenue of approximately HKD 2,800,000, down from HKD 3,600,000 in the previous year, resulting in a segment loss of HKD 80,000 compared to a profit of HKD 900,000[98] - The trade business reported revenue of approximately HKD 2,300,000, a significant decrease from HKD 8,900,000 in the prior year, with a segment loss of HKD 200,000[100] Operational Developments - The company has not reported any new product launches or technological advancements during this period[4] - There are no indications of market expansion or mergers and acquisitions in the current report[4] - The company did not enter into any new contracts in its technology support services and IT product sales segment during the reporting period[20] - The company has not disclosed any new mergers or acquisitions during the reporting period[140] - The company plans to continue focusing on its core financial services and consulting operations while exploring potential market expansion opportunities[20] Governance and Compliance - The audit committee, consisting of three independent non-executive directors, reviewed the unaudited interim results for the six months ended June 30, 2021, ensuring compliance with applicable accounting standards and GEM listing rules[169] - The company has applied the principles of the GEM Corporate Governance Code and has complied with all applicable code provisions, except for the separation of the roles of Chairman and CEO[167] - The company has established an audit committee responsible for reviewing quarterly, semi-annual, and annual performance, as well as risk management and internal control systems[169] - The company has not adopted a code of conduct for securities trading by its directors and employees but has adhered to the GEM listing rules regarding trading standards[165] Shareholder Information - Major shareholder Hui Long holds 136,755,500 shares and 86,186,955 related shares, totaling 222,942,455 shares, which is approximately 160.94% of the issued share capital[158] - The company issued 1,048,802,876 shares at a subscription price of HKD 0.110 per share during the 2020 rights issue, raising approximately HKD 110.8 million net of expenses[118] - The company completed a rights issue on July 22, 2021, issuing 346,310,897 shares at a subscription price of HKD 0.15 per share, raising approximately HKD 49.79 million net of expenses[136] - The company did not declare any interim dividend for the six months ended June 30, 2021, consistent with the same period in 2020[42] - The company did not recommend any dividend distribution for the six months ended June 30, 2021, consistent with the previous period[116]