UNION ASIA Enterprise Holdings Ltd 萬亞企業控股有限公司 (於爾曼羅島註冊成立之利限實任公司) (股份代號 : 8173) 第 三 季 度 業 績 報 告 2019/20 香港聯合交易所有限公司（「聯交所」）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。 香港交易及結算所有限公司及聯交所對本報告之內容概不負責，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報告全部或任何部份內容而產生或因依賴該等 內容而引致之任何損失承擔任何責任。 本報告乃遵照聯交所GEM證券上市規則（「GEM上市規則」）之規定而提供有關萬亞企業控 股有限公司（「本公司」）之資料。本公司各董事（「董事」）願就本報告所載內容共同及個別承 擔全部責任，且在作出一切合理查詢後確認，就彼等所深知 ...

Financial Performance - The group's revenue for the six months ended September 30, 2019, was approximately HKD 15,449,000, a decrease of about HKD 1,880,000 compared to HKD 17,329,000 in the same period of 2018[5]. - The net loss for the period was approximately HKD 43,110,000, a reduction from HKD 51,582,000 in the previous year, primarily due to recoveries from legal actions[5]. - The gross profit for the six months ended September 30, 2019, was HKD 219 million, down from HKD 535 million in the same period of 2018, reflecting a decline of 59.0%[35]. - The operating loss for the six months ended September 30, 2019, was HKD 10,422 million, compared to an operating loss of HKD 12,742 million for the same period in 2018, indicating an improvement of 18.2%[35]. - The net loss attributable to the company's owners for the six months ended September 30, 2019, was HKD 43,110 million, compared to a loss of HKD 51,582 million in the same period of 2018, representing a reduction of 16.5%[35]. - The company reported a net cash outflow from operating activities of HKD 3,111 million for the six months ended September 30, 2019, compared to an outflow of HKD 9,281 million in the same period of 2018[45]. - The company reported a loss from discontinued operations of approximately HKD 58,000 for the period, compared to a loss of HKD 8,906,000 in the previous year[98]. Capital Restructuring - The company proposed a capital restructuring involving the cancellation of share premium amounting to HKD 3,661,406,000 to offset accumulated losses of approximately HKD 4,525,374,000[6]. - The capital restructuring was approved by shareholders on June 24, 2019, and became effective on October 22, 2019[7]. - The proposed restructuring plan, which includes capital restructuring, public offering, creditor plans, and acquisition matters, was successfully completed on November 13, 2019[49]. - The board believes that the main procedures of the proposed restructuring have been completed and will be successfully implemented, allowing for the preparation of financial statements on a going concern basis[49]. Legal Matters - The company is involved in ongoing legal actions related to unauthorized transactions and is seeking recovery of losses amounting to SGD 2,285,000 and USD 1,070,000[12]. - The company was ordered to pay 99,000 Singapore dollars in legal fees to a third party, which was settled on July 23, 2018[14]. - The court ruled in favor of Evotech, requiring the defendants to pay a total of 42,000 Singapore dollars in legal costs after the appeal was dismissed on August 13, 2019[15]. - The company recovered 198,000 Singapore dollars through the execution and sale of Lily Bey's assets on May 2, 2019[16]. - The board believes that the legal actions will not adversely affect the financial position of the group, and no provisions have been made in the financial statements[18]. - The company is currently involved in legal proceedings regarding loan repayments but expects no significant impact on its overall financial or operational status[22]. Share and Equity Information - A share consolidation was executed, merging every 50 shares of HKD 0.08 into one share of HKD 4.0, resulting in a total of 68,303,955 consolidated shares[6]. - The company planned a public offering of 227,679,850 shares at a price of HKD 0.19 per share, with half available for public subscription and the other half reserved for qualifying shareholders[8]. - The company aims to enhance its liquidity and financial condition by potentially selling equity stakes in individual subsidiaries[33]. - The company did not recommend the payment of an interim dividend for the current period, consistent with the previous year[120]. - As of September 30, 2019, major shareholder Yang Rongyi holds 846,760,000 shares, representing approximately 24.79% of the company's equity[122]. Operational Segments - The company has two reportable segments: metals and securities, indicating a diversified operational focus[66]. - The stainless steel wire segment has maintained stable demand due to its applications in electronics, mobile communications, and advanced medical equipment[33]. - The beverage trading segment incurred a loss of HKD 7,546,000 for the three months ended September 30, 2019, compared to a loss of HKD 7,644,000 in the same period of 2018[84]. - The profit/loss from jade trading for the six months ended September 30, 2019, was HKD 58,000, while it recorded a loss of HKD 755,000 for the same period in 2018[82]. Financial Position - The company's total assets as of September 30, 2019, were HKD 53,045 million, a slight decrease from HKD 54,079 million as of March 31, 2019[39]. - The current liabilities increased to HKD 201,912 million as of September 30, 2019, compared to HKD 184,549 million as of March 31, 2019, reflecting an increase of 9.0%[41]. - The company's inventory increased to HKD 3,550 million as of September 30, 2019, up from HKD 2,811 million as of March 31, 2019, indicating a rise of 26.3%[39]. - The company's financial assets measured at fair value through profit or loss amounted to HKD 37,743 million as of September 30, 2019, compared to HKD 35,604 million as of March 31, 2019, showing an increase of 6.0%[39]. - The group's net liabilities as of September 30, 2019, were approximately HKD 533,272,000, indicating potential challenges in asset realization and liability settlement during normal operations[49]. Management and Governance - The audit committee consists of three independent non-executive directors, responsible for overseeing financial reporting and risk management[136]. - The board of directors consists of three executive directors and three independent non-executive directors[137]. - The company's management compensation for the six months ended September 30, 2019, was HKD 1,149,000, an increase from HKD 1,059,000 in the previous year, reflecting an increase of 8.5%[115].

Financial Performance - The group's revenue for the period was approximately HKD 8,073,000, a decrease of about 6.8% compared to HKD 8,667,000 in the same period last year[6] - Gross profit for the period was approximately HKD 58,000, down from HKD 268,000 in the previous year[6] - The loss for the period decreased to approximately HKD 20,846,000 from HKD 21,359,000 in the previous year[6] - The company reported a revenue of HKD 8,073,000 for the three months ended June 30, 2019, a decrease of 25.9% compared to HKD 10,899,000 for the same period in 2018[37] - The gross profit for the same period was HKD 58,000, down from HKD 268,000 in 2018, indicating a significant decline in profitability[37] - The operating loss for the three months was HKD 4,748,000, compared to an operating loss of HKD 5,066,000 in the previous year, showing a slight improvement[37] - The loss attributable to owners of the company for the period was HKD 20,846,000, compared to HKD 21,359,000 in the prior year, reflecting a marginal decrease in losses[37] - The group reported a total loss of approximately HKD 20,846,000, indicating significant uncertainty regarding its ability to continue as a going concern[43] - Revenue for the three months ended June 30 was HKD 8,073,000, a decrease of 25.8% from HKD 10,899,000 in the same period last year[48] - The group incurred a loss of HKD 927,000 from financial assets measured at fair value through profit or loss during the current period[50] - Interest expenses for continuing operations totaled HKD 16,156,000, slightly up from HKD 15,176,000 in the previous year[50] - Basic and diluted loss per share for the three months ended June 30 was HKD (20,846) compared to HKD (21,359) in the same period last year[60] - The basic and diluted loss per share from continuing operations was HKD (20,904,000) for the three months ended June 30, 2019, compared to a loss of HKD (20,257,000) for the same period in 2018[63] - Profit attributable to owners from discontinued operations was approximately HKD 58,000 for the period, compared to a loss of HKD (1,102,000) in 2018, resulting in a basic and diluted earnings per share of HKD 0.002, versus a loss of HKD 0.032 in 2018[64] - The total comprehensive income for the three months ended June 30, 2019, was a loss of HKD (20,630,000), compared to a loss of HKD (20,938,000) for the same period in 2018[67] Capital Restructuring - The company's accumulated losses will be reduced from approximately HKD 4,525.4 million to approximately HKD 590.8 million following the proposed capital restructuring[10] - The proposed capital restructuring includes a share consolidation where every 50 shares will be consolidated into one share with a par value of HKD 4.0[7] - The company proposed a public offering of 227,679,850 shares at a price of HKD 0.19 per share, with half available for public subscription and the other half reserved for qualifying shareholders[11] - The company will issue 227,679,850 shares at a price of HKD 0.19 per share as part of its restructuring plan[30] Legal Proceedings - The company is currently involved in legal proceedings related to unauthorized transactions and is seeking recovery of losses amounting to SGD 2,285,000 and USD 1,070,000[15] - The company was ordered to pay legal fees of SGD 99,000 to a third party, which was settled in full by Lily Bey on July 23, 2018[17] - The company recovered a judgment amount of SGD 198,000 through enforcement actions against Lily Bey's assets on May 2, 2019[18] - The company is involved in ongoing legal proceedings regarding a loan of SGD 400,000 from Kesterion, with a counterclaim of SGD 500,000 filed by the company[24] Business Operations - No significant acquisitions or disposals occurred during the reporting period[5] - The group has terminated several business operations, including beverage trading and ship leasing, due to adverse market conditions[53] - The company plans to seek resumption of trading and will primarily engage in the business of the target group post-resumption[35] - The company aims to enhance its liquidity and financial position, including potential sales of stakes in individual subsidiaries[35] Corporate Governance - The company has adopted and complied with the corporate governance code as per GEM Listing Rules Appendix 15, with some deviations noted[81] - All directors have confirmed compliance with the securities trading code as per GEM Listing Rules 5.48 to 5.67 during the reporting period[84] - The company’s second amended and restated articles of association were approved by shareholders at a special meeting on June 24, 2019[85] - The audit committee consists of three independent non-executive directors, with Dr. Wen Haoyuan as the chairman, overseeing financial reporting and risk management[87] - There have been no changes to the director's information since the date of the company's 2018/19 annual report[86] Shareholder Information - As of June 30, 2019, major shareholder Yang Wing-yi held 846,760,000 shares, representing approximately 24.79% of the company's equity[72] - The company did not recommend the payment of an interim dividend for the current period, consistent with the previous year[70] - The company has adopted a share option scheme to reward eligible participants contributing to the group's development, which will expire on July 29, 2022[75] - No share options were exercised during the reporting period, and all options had expired by the end of the previous fiscal year[78] - The company did not repurchase any of its listed securities during the reporting period[80] - There were no acquisitions or disposals of shares by directors or their associates during the reporting period[74] - The weighted average number of ordinary shares used in the calculation of basic loss per share remained the same as in the previous year[63]

Financial Performance - The Group's revenue for the year was approximately HK$41,228,000, a decrease of approximately HK$64,437,000 compared to HK$105,665,000 in 2018[13] - Gross profit for the year was approximately HK$2,029,000, down from approximately HK$5,748,000 in 2018[14] - Other gains increased to approximately HK$8,236,000 from approximately HK$1,555,000 in 2018[14] - Loss for the year increased to approximately HK$79,814,000 compared to a loss of approximately HK$76,092,000 in the previous year[14] - The significant revenue decrease was attributed to the cessation of several businesses, including trading of household products, nephrite, and beverages[13] - The US-China Trade War also contributed to the revenue decline for the remaining existing businesses[13] - The increase in other gains was mainly due to the disposal of subsidiaries[14] - The Group's financial performance reflects challenges faced in the market environment, particularly due to external factors[13] Capital Reorganization - The Company proposed a capital reorganization as part of its resumption proposal to address regulatory concerns[15] - The proposed capital reorganization includes the cancellation of the entire amount of HK$3,661,406,000 in the share premium account to offset part of the total accumulated loss of approximately HK$4,525,374,000[20] - Following the capital reorganization, the accumulated loss will be reduced from approximately HK$4,525.4 million to approximately HK$590.8 million[21] - The share consolidation will result in every fifty issued shares of HK$0.08 each being consolidated into one consolidated share of HK$4.0, totaling 68,303,955 consolidated shares[20] - The nominal value of the issued consolidated shares will be reduced from HK$4.0 to HK$0.0001 each, with a total credit of approximately HK$273,208,990 applied to further offset the accumulated loss[20] Legal Proceedings - Evotech (Asia) Pte. Limited entered into a Surrender Agreement for a property in Singapore for S$5,620,000, completed without board approval, leading to an investigation into the Unauthorized Transaction[45] - Legal proceedings were initiated against Mr. Koh and Ms. Lily Bey for breaches of duty, seeking damages of S$2,285,000 and US$1,070,000[45] - The High Court of Singapore ordered Mr. Koh and Lily Bey to pay legal costs of S$99,000 to the company for the withdrawal of Third-Party Proceedings[54] - The company recovered S$198,000 from Lily Bey's property through a writ of seizure and sale on 2 May 2019[60] - The board received legal opinion indicating that the Singapore Legal Action and the Appeal would not adversely impact the financial position of the group, thus no provisions were made in the financial statements[61] - The company received a demand letter from Kesterion Investments Limited for repayment of a loan amounting to approximately HK$93 million[62] - The company was served with Writs of Summons related to the repayment of a loan facility originally advanced by Kesterion, with actions filed in the High Court of Hong Kong[63] - The company recovered a judgment amount of S$198,000 through the execution of a warrant against Lily Bey's property[65] - The company is involved in legal proceedings regarding a loan claim of approximately HK$93 million from Kesterion Investments Limited[66] - The company has recorded the corresponding loan in its consolidated financial statements, indicating no adverse impact on the group's financial position from the Hong Kong writs[70] - Evotech received a Singapore writ for the repayment of a loan amounting to S$400,000, which is interest-free and repayable on demand[71] - The company has engaged a Singapore law firm to contest the proceedings related to the Singapore writ[75] - The board expects that the Singapore writ will have no significant effects on the overall financial and operational conditions of the group[77] Corporate Governance - The Company has complied with the GEM Listing Rules regarding the appointment of at least one independent non-executive director possessing appropriate professional qualifications throughout the year ended March 31, 2019[153] - The Board held a total of 4 regular meetings and 7 additional meetings during the financial year to discuss overall strategies and review financial performance[159] - The Company has maintained a minimum of three independent non-executive directors as required by the GEM Listing Rules throughout the year ended March 31, 2019[157] - The Chairman of the Board attended the annual general meeting held on July 13, 2018, fulfilling the code provision E.1.2[160] - All independent non-executive directors were present at the annual general meeting held on July 13, 2018, ensuring a balanced understanding of shareholder views[164] - The Company has arranged insurance coverage for legal actions and potential claims against the Directors throughout the year ended March 31, 2019[165] - The Company has a board diversity guideline to enhance the effectiveness of the Board[167] - The Board is responsible for overseeing the Group's business, strategic decisions, and overall performance, with management delegated authority for day-to-day operations[151] - The Company has adopted a code of conduct for securities transactions to regulate employees who may possess unpublished inside information[147] - The Company has reviewed and monitored its corporate governance practices to ensure compliance with legal regulations and the latest developments[132] - The Company has established a Board Diversity Guideline, considering factors such as gender, age, cultural background, and professional experience to enhance Board effectiveness[172] - All Board appointments will be based on meritocracy, with candidates evaluated against objective criteria while considering the benefits of diversity[173] - The Company has complied with the corporate governance code provision A.4.2, ensuring that every director is subject to retirement by rotation at least once every three years[179] Resumption Proposal - The company submitted a resumption proposal to the Stock Exchange on 15 September 2017, which included a restructuring framework agreement with an investor[87] - The Stock Exchange approved the resumption proposal on 30 October 2017, allowing the company to submit a new listing application[88] - The company was notified by the Stock Exchange on March 17, 2017, that it failed to maintain sufficient business operations or assets as per GEM Listing Rule 17.26, leading to the suspension of its shares trading[89] - The company submitted a resumption proposal on September 15, 2017, which included capital reorganization, public offering, creditor arrangements, and acquisition matters[91] - The resumption proposal was approved by the Stock Exchange on October 30, 2017, allowing the company to submit a new listing application by June 29, 2018[91] - The finalized resumption proposal involved a capital reorganization, including share premium cancellation and share consolidation, along with a total of 227,679,850 offer shares at HK$0.19 each[94] - Creditors with admitted claims under the Creditors Schemes would receive approximately HK$13.4 million, satisfied by the allotment of 70,331,984 new shares at HK$0.19 each[97] - The company plans to acquire the entire issued share capital of the target company for approximately HK$144.4 million, to be satisfied by issuing 760,000,000 consideration shares at HK$0.19 each[97] - An investor loan of up to HK$23 million will be provided, with approximately HK$18 million to be settled by issuing up to 94,736,842 new shares at HK$0.19 each[97] - The company re-submitted a new listing application on January 4, 2019, which received approval-in-principle from the Stock Exchange on May 24, 2019[98] - The restructuring framework agreements have been amended multiple times to address regulatory concerns during the vetting process[93] - The company is required to submit a resumption proposal at least ten business days before the six-month deadline from the committee's decision date[90] Employee and Operational Metrics - As of March 31, 2019, the Group had 15 full-time employees, a decrease from 20 employees as of March 31, 2018[106] - Staff costs for the year ended March 31, 2019, were approximately HK$4,082,000, down from approximately HK$5,902,000 in 2018, representing a reduction of about 30.7%[106] - The Group has obtained credit facilities from financial institutions up to a maximum amount of approximately HK$21,931,000, which is an increase from approximately HK$20,513,000 in 2018[111] - As of March 31, 2019, equity investments listed on the Stock Exchange held by the Group were valued at approximately HK$14,989,000, pledged to secure borrowing facilities[112] - The Group's operations are primarily denominated in Hong Kong Dollar, with no significant exposure to exchange rate fluctuations[113] - The Group's business in stainless steel wires remained stable due to demand from the mobile communication and medical industries[120] - The Group plans to work with professional parties on a new listing application for the Resumption in the near future[125]

Financial Performance - The group's revenue for the period was approximately HKD 26,532,000, a decrease of about HKD 3,987,000 compared to HKD 30,519,000 in the same period last year, primarily due to the impact of the US-China trade war [7]. - Total income generated during the period was approximately HKD 845,000, compared to HKD 879,000 in the previous year [7]. - The net other income was approximately HKD 24,867,000, compared to a loss of approximately HKD 1,329,000 in the previous year [7]. - The loss for the period was approximately HKD 49,262,000, down from HKD 59,202,000 in the previous year, with about HKD 32,451,000 attributed to the gain from the sale of subsidiaries [7]. - The company reported a revenue of HKD 9,203,000 for the three months ended December 31, 2018, compared to HKD 12,409,000 for the same period in 2017, representing a decrease of approximately 25.5% [37]. - For the nine months ended December 31, 2018, the revenue was HKD 28,764,000, down from HKD 42,023,000 in the same period of 2017, indicating a decline of about 31.5% [37]. - The gross profit for the three months ended December 31, 2018, was HKD 310,000, compared to a gross loss of HKD 10,105,000 in the same period of 2017 [37]. - The operating profit for the three months ended December 31, 2018, was HKD 18,633,000, a significant increase from an operating loss of HKD 15,576,000 in the same period of 2017 [37]. - The net profit attributable to owners for the three months ended December 31, 2018, was HKD 3,057,000, compared to a loss of HKD 9,460,000 in the same period of 2017 [39]. - The group reported a total comprehensive income of HKD 2,483,000 for the three months ended December 31, 2018, compared to a comprehensive loss of HKD 9,450,000 in the same period of 2017 [39]. - The basic earnings per share from continuing operations for the three months ended December 31, 2018, was HKD 0.068, compared to a loss of HKD 0.281 in the same period of 2017 [41]. - The group reported total revenue of HKD 28,764,000 for the nine months ended December 31, 2018, down from HKD 42,023,000 in the same period of 2017, reflecting a decline of 31.5% [48]. - The basic loss per share for the three months ended December 31, 2018, was approximately HKD 0.014, compared to a loss of HKD 0.028 in the same period of 2017 [58]. - The basic earnings per share from continuing operations for the three months ended December 31, 2018, was approximately HKD 3,057,000, compared to a loss of approximately HKD 9,460,000 in 2017 [59]. - The basic loss per share from discontinued operations for the three months ended December 31, 2018, was HKD 0.022, an increase from HKD 0.004 in 2017, with losses of approximately HKD 737,000 compared to HKD 143,000 in the previous year [60]. - The total loss attributable to discontinued operations for the current period was approximately HKD 9,643,000, compared to HKD 4,219,000 in 2017, resulting in a basic loss per share of HKD 0.282 [60]. - The company reported a total comprehensive loss of approximately HKD 454,373,000 for the period ended December 31, 2018 [65]. Legal and Regulatory Matters - The company is currently involved in legal proceedings related to unauthorized transactions, seeking to recover losses amounting to SGD 2,285,000 and USD 1,070,000 [14]. - The company was ordered to pay 99,000 Singapore dollars in legal fees to a third party, which was settled on July 23, 2018 [17]. - Evotech was awarded a judgment against Mr. Xu and Lily Bey, who are jointly and severally liable for the total claims made by Evotech [18]. - Evotech received a summons regarding the repayment of a loan amounting to 400,000 Singapore dollars from Kesterion, which is interest-free and repayable on demand [24]. - The board anticipates that the legal proceedings will not have a significant impact on the overall financial and operational status of the group [24]. - The company faced suspension of its shares due to failure to maintain sufficient business operations or assets as per GEM listing rules [27]. Restructuring and Strategic Plans - The company proposed a capital restructuring plan, which includes a share consolidation where every 50 shares will be consolidated into one share with a par value of HKD 4.0 [9]. - The proposed public offering involves issuing a total of 1,297,775,150 sale shares at a price of HKD 0.19 per share, contingent upon the completion of the capital restructuring [12]. - The company has indicated that the restructuring and public offering are part of a broader strategy to enhance its financial position and market presence [10]. - The company submitted a restructuring framework agreement involving capital restructuring, public offering, creditor arrangements, and acquisition matters [29]. - The group plans to implement a proposed restructuring, which includes capital restructuring, creditor plans, public offerings, and acquisition matters [45]. - The company plans to streamline operations by focusing resources on the metal trading business and may consider selling equity stakes in subsidiaries to improve liquidity and financial condition [35]. - The company has submitted a new listing application on January 4, 2019, after the previous application expired on December 29, 2018 [33]. - The company is taking measures to enhance its liquidity and financial position, including the sale of equity interests in subsidiaries [55]. Shareholder and Corporate Governance - Major shareholder Yang Rongyi holds 846,760,000 shares, representing approximately 24.79% of the company's equity [70]. - The company has a stock option plan that allows for the issuance of options up to 30% of the issued share capital, with specific limits on individual allocations [73]. - The weighted average number of ordinary shares issued during the periods was 3,415,197,762 shares for both 2018 and 2017 [59]. - The company did not present diluted loss per share due to the anti-dilutive effect of outstanding convertible bonds [61]. - The company has adopted and complied with the corporate governance code as per GEM listing rules, with some deviations noted [81]. - The audit committee consists of three independent non-executive directors, ensuring oversight of financial reporting and risk management [85]. - The company confirmed compliance with the securities trading code for directors throughout the period [82]. - There were no directors or their associates holding interests in any competing businesses during the reporting period [78]. - The position of CEO has remained vacant since May 2016, with ongoing reviews for future appointments [81]. - There was a change in the board with the appointment of Ms. Kong Huimin as an executive director effective November 7, 2018 [83]. - There were no repurchases of the company's listed securities during the period [79]. - All stock options granted have expired as of March 31, 2017, with no unexercised options remaining [77]. Operational Changes - The company has no major acquisitions during the reporting period, with the focus on the sale of subsidiaries [4]. - The group has terminated its trading operations related to beverages, household products, and soft jade to minimize losses, with a loss from discontinued operations of HKD 9,643,000 for the nine months ended December 31, 2018 [55]. - The company completed the sale of its indirect wholly-owned subsidiary, which previously engaged in bottled water trade in China, for a total consideration of HKD 200,000 [5]. - A sale agreement was signed for a vessel at a price of HKD 6,500,000, with a deposit of HKD 650,000 received at signing [63]. - The group recognized a loss of HKD 3,915,000 from financial assets measured at fair value through profit or loss for the nine months ended December 31, 2018 [50]. - Financing costs for the nine months ended December 31, 2018, totaled HKD 45,496,000, an increase of 15.8% from HKD 39,223,000 in the same period of 2017 [52]. - The group obtained additional financing of approximately HKD 35,000,000 from an independent third party in June 2018 [45].