Financial Performance - Revenue from the footwear and apparel business decreased by approximately 60.6% from HKD 28.7 million in 2023 to HKD 11.3 million in 2024[10]. - Loss from continuing operations increased from approximately HKD 5.3 million in 2023 to approximately HKD 10.5 million in 2024[10]. - The company recorded revenue of approximately HKD 11.3 million for the year 2024, a decrease of about 60.6% compared to HKD 28.7 million in 2023[20]. - The company recorded no revenue from the loan brokerage and credit assessment segment in 2024, following its sale in April 2023, which had generated approximately HKD 2,000 in 2023[10]. - The company has terminated its loan brokerage and credit assessment services, resulting in a 100% decrease in revenue from this segment, which was approximately HKD 2,000 in 2023[22]. - The net loss for the year was approximately HKD 10.5 million in 2024, compared to a profit of approximately HKD 1.5 million in 2023[31]. Cost and Expenses - The cost of goods sold was approximately HKD 7.7 million in 2024, down from HKD 21.2 million in 2023[23]. - Employee benefit expenses decreased from approximately HKD 6.0 million in 2023 to approximately HKD 5.4 million in 2024[26]. - Other operating expenses increased from approximately HKD 5.6 million in 2023 to approximately HKD 8.4 million in 2024[27]. - Other losses for 2024 amounted to approximately HKD 0.3 million, compared to other income of approximately HKD 0.3 million in 2023[24]. - Financing costs decreased by 70.7% from approximately HKD 1.26 million in 2023 to approximately HKD 370,000 in 2024[28]. Taxation and Financial Position - The income tax credit for 2024 increased to approximately HKD 42,000, compared to a tax expense of HKD 32,000 in 2023[29]. - As of December 31, 2024, the total borrowings of the group amounted to approximately HKD 1.7 million, a decrease from HKD 7.3 million in 2023[32]. - The debt-to-asset ratio as of December 31, 2024, was 7.1%, down from 23.8% in 2023[32]. - The group maintained sufficient working capital with bank balances and cash of approximately HKD 5.0 million as of December 31, 2024, compared to HKD 1.5 million in 2023[32]. - The current ratio as of December 31, 2024, was approximately 3.0 times, an increase from 2.1 times in 2023[32]. Business Outlook and Strategy - The company anticipates a cautious optimistic outlook for business in 2025, supported by government initiatives to promote local consumption and an expected increase in visitor numbers[11]. - The company plans to expand its retail presence by opening more stores in Hong Kong, starting with one new store in early 2025[11]. - Strategic partnerships with established sales partners are being explored to enhance distribution channels and access leading e-commerce platforms[11]. - The company aims to leverage social media and e-commerce trends to expand sales coverage and enhance brand visibility in both physical and digital sales channels[11]. - The company plans to continue exploring suitable business opportunities and seek collaborations with more local and overseas enterprises[17]. Shareholder and Corporate Governance - The board does not recommend a final dividend for the year ending December 31, 2024, consistent with the previous year[69]. - The company has complied with all relevant laws and regulations applicable to its business operations[59]. - The company has maintained good relationships with customers and suppliers, with no complaints or debt disputes reported as of December 31, 2024[62]. - The company has established a communication policy with shareholders to enhance engagement and transparency, adopted on May 11, 2016[172]. - The company encourages shareholders to submit inquiries and suggestions directly to the board, enhancing shareholder engagement[174]. Risk Management - The company has established a risk management committee to monitor and assess the risks associated with sanctions, ensuring compliance with international regulations[117]. - The company is actively monitoring interest rate risks associated with floating rate bank balances and will consider hedging if necessary[57]. - The company has implemented monitoring procedures to prevent unauthorized access to insider information[169]. - The company has a whistleblowing and anti-corruption policy in place to address employee concerns and complaints, details of which are available on its website[180]. Inventory Management - The group reported a total inventory value of approximately HKD 13,163,000 as of December 31, 2024[199]. - During the year, the group made a provision of approximately HKD 1,292,000 for obsolete and slow-moving inventory[199]. - The group has undergone a review of inventory to identify obsolete and slow-moving items, ensuring necessary provisions are made[199]. - The management's assessment of the net realizable value of inventory is considered a key audit matter due to the judgment involved[199]. - The group has implemented controls to estimate the net realizable value of inventory and conducts regular reviews of inventory obsolescence[200]. Board Composition and Diversity - The company has made comprehensive efforts to enhance board diversity by seeking suitable female director candidates, with an expectation to appoint a female director by March 31, 2025, to comply with GEM Listing Rule 17.104[128]. - The board of directors is currently composed of a single gender, and efforts are being made to enhance gender diversity by appointing a new director of a different gender by March 31, 2025[155]. - The company has adopted a policy for board member diversity, focusing on various aspects such as gender, age, educational background, and professional experience[155]. - The nomination committee is actively seeking qualified candidates to fulfill the board's diversity policy and enhance gender representation[155]. Audit and Compliance - The independent auditor's report confirmed that the consolidated financial statements reflect a true and fair view of the group's financial position as of December 31, 2024[194]. - The independent auditor has maintained independence and fulfilled ethical responsibilities throughout the audit process[195]. - The audit committee reviewed the interim results for the six months ending June 30, 2024, and the annual results for the year ending December 31, 2024, ensuring compliance with applicable accounting standards[145]. Share Option Scheme - The company adopted a share option scheme on May 11, 2016, to reward eligible participants for their contributions[101]. - The maximum number of shares that can be issued under the share option scheme is capped at 10% of the issued shares, equating to 15,168,384 shares based on the current issued share count of 151,683,840[109]. - A total of 14,400,000 stock options were granted under the stock option plan on January 6, 2023, with an exercise price of HKD 0.022 per share prior to the share consolidation[113]. - The share consolidation took effect on March 21, 2023, consolidating every 20 existing shares into 1 share with a par value of HKD 0.20[113].

Revenue and Financial Performance - Revenue from the footwear and apparel business decreased by approximately 60.6% from about HKD 28.7 million in 2023 to about HKD 11.3 million in 2024[14]. - Loss from continuing operations increased from approximately HKD 5.3 million in 2023 to about HKD 10.5 million in 2024[14]. - The decline in revenue was primarily due to decreased global demand for goods amid heightened geopolitical tensions and financial conditions[14]. - The shift in consumer spending habits post-pandemic, with consumers preferring to shop in mainland China or overseas, exerted pressure on the retail business[14]. - The group recorded revenue of approximately HKD 11.3 million in 2024, a decrease of about 60.6% compared to HKD 28.7 million in 2023[26]. - The decline in revenue was primarily due to decreased global demand for goods amid geopolitical tensions and tightened financial conditions[26]. - The company reported a loss of approximately HKD 10.5 million for the year ending December 31, 2024, compared to a profit of about HKD 1.5 million for the previous year[39]. - Revenue decreased from HKD 28.7 million in 2023 to HKD 11.3 million in 2024, primarily due to reduced global demand for products and changes in consumer spending habits in Hong Kong[39]. Business Operations and Strategy - The group plans to open more retail stores in Hong Kong by early 2025, leveraging reduced rental costs to expand its retail coverage[26]. - The group is exploring strategic partnerships with established sales partners to enhance distribution channels and retail networks[26]. - The company aims to adapt to market conditions while pursuing sustainable growth and creating long-term value for stakeholders[26]. Discontinued Operations - There was no revenue from the loan brokerage and credit assessment segment for the year ending December 31, 2024, following its sale on April 20, 2023[14]. - The loan brokerage and credit assessment segment recorded approximately HKD 2,000 in revenue for the year ending December 31, 2023[14]. - No profit or loss was recorded for the discontinued operations for the year ending December 31, 2024, compared to a loss of about HKD 0.2 million in the previous year[14]. - The group has terminated its loan brokerage and credit assessment business, resulting in a 100% revenue drop from approximately HKD 2,000 in 2023 to zero in 2024[28]. Operating Expenses and Costs - Employee benefit expenses decreased from approximately HKD 6.0 million in 2023 to about HKD 5.4 million in 2024 due to hiring restrictions in retail operations[33]. - Other operating expenses increased from approximately HKD 5.6 million in 2023 to about HKD 8.4 million in 2024, mainly due to legal and professional fees[34]. - The company's operating costs increased due to higher legal and professional fees, as well as depreciation of right-of-use assets related to the reopening of a store in Hong Kong[39]. Financial Position and Liquidity - The total borrowings of the company as of December 31, 2024, were approximately HKD 1.7 million, down from HKD 7.3 million in 2023[40]. - The company's debt-to-asset ratio improved to 7.1% in 2024 from 23.8% in 2023[40]. - Cash and bank balances increased to approximately HKD 5.0 million in 2024, compared to HKD 1.5 million in 2023[40]. - The current ratio improved to approximately 3.0 times in 2024 from 2.1 times in 2023, indicating better liquidity[40]. Share Capital and Financing - The company completed a placement of 43,338,240 new shares at a price of HKD 0.25 per share, raising approximately HKD 10.2 million net of expenses[45]. - The total issued share capital increased from 108,345,600 shares to 151,683,840 shares following the completion of the placement[45]. - As of December 31, 2024, the company utilized HKD 2.7 million for loan repayment and HKD 3.346 million for business operations, leaving HKD 4.154 million unutilized[57]. Corporate Governance and Compliance - The company is committed to improving corporate governance practices in line with new guidelines and developments[148]. - The board of directors is responsible for overseeing the company's operations and financial performance, ensuring effective governance and risk management[156]. - The company has established a risk management committee to monitor and assess risks related to sanctions imposed by the US, EU, UN, and Australian governments[134]. - The company has established a corporate risk management framework since 2016, which is based on the COSO framework for effective risk management[187]. - The company has adopted a "three lines of defense" governance structure for operational management and risk control[190]. Board and Management Changes - Dr. Dong Bin was appointed as an executive director on November 8, 2024, and also joined the remuneration, nomination, and risk management committees[158]. - Dr. Zeng Qingyun resigned as an executive director on January 17, 2025[158]. Shareholder Communication and Engagement - The company has set up its own corporate website to facilitate effective communication with shareholders and the public[195]. - The shareholder communication policy was adopted on May 11, 2016, to comply with corporate governance codes[195]. - Shareholders can submit inquiries to the board in writing at any time, and these will be forwarded to the relevant board committees as appropriate[197]. - The company welcomes feedback from investors and the public regarding its communication policies[197]. Risk Management - The risk management committee reviewed the company's risk management policies and monitored sanctions law risks[173]. - The risk register is updated at least annually to reflect new risks and actions taken to mitigate existing risks[190]. - The company will continue to engage external independent professionals for annual reviews of its internal control and risk management systems[191].

Financial Performance - For the six months ended June 30, 2024, the company reported a revenue of HKD 5,361,000, a decrease of 60.3% compared to HKD 13,501,000 in the same period of 2023[3] - The cost of goods sold for the same period was HKD 3,059,000, resulting in a gross loss of HKD 3,410,000, compared to a gross profit of HKD 4,254,000 in 2023[3] - The net loss attributable to the company for the period was HKD 3,410,000, compared to a profit of HKD 4,254,000 in the prior year[3] - The basic and diluted loss per share from continuing operations was HKD 3.15, compared to a loss of HKD 8.79 in the same period of 2023[3] - The loss from continuing operations for the six months ended June 30, 2024, was HKD 3,410,000, compared to a loss of HKD 3,173,000 for the same period in 2023[19] - The company reported a profit from discontinued operations of HKD 7,427,000 for the six months ended June 30, 2023, primarily from the sale of its loan brokerage and credit assessment services[21] - The company reported a loss of approximately HKD 3,400,000 for the six months ending June 30, 2024, compared to a profit of about HKD 4,300,000 for the same period in 2023[51] Assets and Liabilities - As of June 30, 2024, total assets were HKD 18,740,000, down from HKD 28,737,000 at the end of 2023[4] - The company's current liabilities decreased to HKD 8,245,000 from HKD 13,450,000 at the end of 2023[4] - The net asset value as of June 30, 2024, was HKD 12,903,000, a decline from HKD 16,313,000 at the end of 2023[4] - The total borrowings of the company as of June 30, 2024, were approximately HKD 4,400,000, down from about HKD 7,300,000 as of December 31, 2023[52] - The company's debt-to-asset ratio was 19.3% as of June 30, 2024, compared to 23.8% as of December 31, 2023[52] - The current assets net value was approximately HKD 10,500,000 as of June 30, 2024, down from HKD 15,300,000 as of December 31, 2023[52] - Trade receivables, net of credit loss provisions, were HKD 2,240,000 as of June 30, 2024, down from HKD 12,919,000 at the end of 2023, indicating a significant reduction of about 82.7%[28] Cash Flow - The net cash generated from operating activities for the six months ended June 30, 2024, was HKD 5,345,000, compared to a net cash used of HKD (2,397,000) for the same period in 2023[9] - The cash and cash equivalents at the end of the period decreased to HKD 1,092,000 from HKD 2,624,000 in the previous year, reflecting a decline of 58.4%[9] - The financing activities resulted in a net cash outflow of HKD (4,771,000) for the six months ended June 30, 2024, compared to a net cash inflow of HKD 3,459,000 in 2023[9] Revenue Breakdown - Revenue from Hong Kong for the six months ended June 30, 2024, was HKD 5,060,000, down 28.3% from HKD 7,059,000 in 2023[16] - Revenue from Canada significantly decreased to HKD 301,000 from HKD 6,442,000 in the previous year, marking a decline of 95.3%[16] - The total revenue from the trading of footwear and sports-related peripheral products for the six months ended June 30, 2024, was HKD 5,361,000, a decrease of 60.3% from HKD 13,501,000 in 2023[14] - The revenue from the discontinued loan brokerage business dropped to zero from approximately HKD 2,000,000 for the six months ended June 30, 2023[48] Operational Changes - The group has ceased operations in the loan brokerage and credit assessment services segment as of June 30, 2023, impacting overall revenue reporting[15] - The company is focused on restructuring and exploring new strategies to improve financial performance in the upcoming periods[2] - The company is preparing new strategies to maintain and strengthen its position in the industry while seeking overseas opportunities to compensate for the weak domestic market[45] - The company aims to allocate internal resources to develop its existing trading business in shoes, clothing, and related products[45] Employee and Costs - The company incurred total operating expenses of HKD 2,462,000, which is a decrease from HKD 2,771,000 in the previous year[3] - Total employee costs for the six months ended June 30, 2024, were HKD 2,462,000, down from HKD 2,771,000 in the previous year, representing a decrease of approximately 11.1%[19] - Employee benefits expenses remained stable, increasing from approximately HKD 2,500,000 for the six months ended June 30, 2023, to approximately HKD 2,800,000 for the same period in 2024[49] - Financing costs decreased by 76.3%, from approximately HKD 773,000 for the six months ended June 30, 2023, to approximately HKD 182,000 for the same period in 2024, due to the repayment of most loans[50] Share Capital and Options - The company completed a share consolidation on March 21, 2023, converting 722,304,000 shares of HKD 0.01 each into 36,115,200 shares of HKD 0.20 each[34] - The company raised approximately HKD 14,446,000 from the issuance of 72,230,400 rights shares at a subscription price of HKD 0.20 per share[36] - The company has granted 807,886 share options with an adjusted exercise price of HKD 0.37 per share[8] - The total number of options available for grant under the share option scheme is 1,592,114 shares[61] - The company did not grant any options under the share option scheme during the reporting period[61] Corporate Governance - The audit committee reviewed the interim results for the six months ended June 30, 2024, and confirmed compliance with applicable accounting standards and GEM listing rules[69] - The unaudited interim results for the six months ending June 30, 2024, have been published on the Hong Kong Stock Exchange and the company's website[73] Market Conditions - The decline in revenue was primarily due to global economic uncertainty, slow recovery in the Chinese economy, and weak consumer spending, which impacted retail performance[47] - The company anticipates that the economic outlook will remain bleak, impacting consumer behavior and retail performance in Hong Kong[45]

Financial Performance - For the six months ended June 30, 2024, the company reported a revenue of HKD 5,361,000, a decrease of 60.3% compared to HKD 13,501,000 for the same period in 2023[5] - The company incurred a loss before tax of HKD 3,410,000, compared to a loss of HKD 3,173,000 in the previous year, indicating a decline in performance[5] - The basic and diluted loss per share from continuing operations was HKD 3.15, compared to a profit of HKD 11.78 per share in the same period last year[5] - The company reported a loss from discontinued operations of HKD 3,410,000, compared to a profit of HKD 7,427,000 in the previous year, highlighting challenges in operational efficiency[5] - The group reported a loss from continuing operations of approximately HKD 3,400,000 for the six months ended June 30, 2024, compared to a profit of approximately HKD 4,300,000 for the same period in 2023[53] Assets and Equity - Total assets decreased to HKD 18,740,000 as of June 30, 2024, down from HKD 28,737,000 at the end of 2023, reflecting a significant reduction in asset base[6] - The company's net current assets decreased to HKD 10,495,000 from HKD 15,287,000, indicating a decline in liquidity[6] - The total equity of the company as of June 30, 2024, was HKD 12,903,000, down from HKD 16,313,000 at the end of 2023, showing a decrease in shareholder value[6] - Non-current assets increased to HKD 4,233,000 as of June 30, 2024, compared to HKD 1,994,000 at the end of 2023, indicating potential investment in long-term assets[6] Cash Flow - The company reported a net cash inflow from operating activities of HKD 5,345,000 for the six months ended June 30, 2024, compared to a cash outflow of HKD 2,397,000 in the same period last year[11] - The company experienced a net cash outflow from investing activities of HKD 964,000 for the six months ended June 30, 2024, compared to HKD 441,000 in the same period last year[11] - The financing activities resulted in a net cash outflow of HKD 4,771,000 for the six months ended June 30, 2024, compared to a net cash inflow of HKD 3,459,000 in the previous year[11] - The company's cash and cash equivalents decreased by HKD 390,000, ending with HKD 1,092,000 as of June 30, 2024, down from HKD 2,624,000 in the previous year[11] Share Capital and Financing - The company approved a share consolidation on March 17, 2023, resulting in the conversion of 722,304,000 existing shares into 36,115,200 consolidated shares[9] - The company issued 72,230,400 rights shares at a subscription price of HKD 0.2 per share, raising approximately HKD 14,446,000[38] - The company's authorized share capital increased from HKD 10,000,000 to HKD 100,000,000 through the issuance of 450,000,000 new shares[36] - As of June 30, 2024, the total issued and paid-up share capital was HKD 100,000,000, with 500,000,000 shares in issue[35] Employee and Operational Metrics - The total employee costs for the six months ended June 30, 2024, were HKD 2,462 million, down 11.1% from HKD 2,771 million in the same period of 2023[21] - As of June 30, 2024, the total number of employees decreased from 28 to 20, indicating a reduction of approximately 28.6%[57] - Employee benefit expenses increased slightly to approximately HKD 2,800,000 for the six months ended June 30, 2024, from approximately HKD 2,500,000 for the same period in 2023[51] Corporate Governance and Compliance - The company is committed to high standards of corporate governance, ensuring compliance with GEM listing rules[60] - The audit committee reviewed the interim results for the six months ending June 30, 2024, and confirmed compliance with applicable accounting standards and GEM listing rules[72] - The board of directors has confirmed compliance with the trading code for securities transactions during the review period[61] Future Outlook and Strategic Focus - The company has not provided specific guidance for future performance or market expansion strategies in the current report[4] - There were no new product launches or technological advancements mentioned in the report, indicating a potential area for future focus[4] - The group is actively seeking overseas opportunities to compensate for the weak domestic market[47] Other Notable Events - The company completed a rights issue on August 31, 2023, raising approximately HKD 13.3 million, with the funds fully utilized by June 30, 2024[65][66] - The company has no significant contingent liabilities or capital commitments as of June 30, 2024[57] - There were no significant post-reporting date events from June 30, 2024, until the report date[73]

智通财经APP讯，积木集团(08187)公布，于2024年4月18日，该公司作为潜在投资者，与广州市华星传媒有限公司(目标公司)订立一份不具法律约束力的谅解备忘录。根据谅解备忘录，该公司拟透过增资的方式认购目标公司新增注册资本。 据悉，目标公司主要从事经营直播平台业务且透过一个中国网上平台活跃于短视频市场及发展影响力营销。 董事认为，透过向一家专精于营运直播平台及影响力营销业务的媒体公司增资方式的投资，将有助推广集团的业务并扩大集团的销售及营销渠道。预计可能增资(如落实)将对集团的业务及财务状况带来正面影响。 ...

Revenue Performance - Revenue from the footwear and apparel segment decreased by 5.3% from approximately HKD 30.3 million in 2022 to approximately HKD 28.7 million in 2023, with losses increasing from HKD 3.9 million to approximately HKD 5.3 million[12]. - Sales of Canadian brand footwear and apparel products dropped from approximately HKD 14.6 million in 2022 to approximately HKD 9.1 million in 2023 due to an anticipated economic slowdown in Canada[12]. - Revenue from the Hong Kong business increased from approximately HKD 15.7 million in 2022 to approximately HKD 19.7 million in 2023, although many consumers chose to spend overseas, negatively impacting sales[12]. - The group recorded revenue of approximately HKD 28.7 million from footwear and sports-related products in 2023, a decrease of about 5.3% compared to HKD 30.3 million in 2022[24]. Loan Brokerage and Credit Assessment - The loan brokerage and credit assessment segment's revenue plummeted by 99.8% from approximately HKD 1.1 million in 2022 to approximately HKD 2,000 in 2023, resulting in a loss of approximately HKD 0.2 million[13]. - The loan brokerage and credit assessment business generated revenue of approximately HKD 2,000 in 2023, a decline of 99.8% from approximately HKD 1,057,000 in 2022, due to branch closures and layoffs since 2020[26]. - The group incurred a pre-tax loss of approximately HKD 214,000 from the loan brokerage and credit assessment business in 2023, compared to a pre-tax loss of approximately HKD 1,836,000 in 2022[26]. - The company sold its entire interest in the loan financing and credit assessment services business for HKD 1, allowing it to focus on sustainable business segments[13]. Financial Outlook and Strategy - The company remains optimistic about 2024, expecting a shift in consumer spending back to Hong Kong and anticipating increased sales due to the UEFA Euro 2024 event[13]. - Plans to retain and expand the footwear trade to online platforms while seeking partnerships with local and overseas companies to enhance retail operations for sports-related products[14]. - The group plans to focus on its core business of footwear and sports-related products while exploring suitable business opportunities and partnerships[20]. Employee and Financial Costs - Employee benefit expenses increased from approximately HKD 1.8 million in 2022 to approximately HKD 6 million in 2023, primarily due to increased hiring in the retail business[29]. - Financing costs rose by 81.4% from approximately HKD 695,000 in 2022 to approximately HKD 1,261,000 in 2023, mainly due to loans obtained at interest rates between 8% and 12%[32]. Debt and Borrowings - The group’s total borrowings amounted to approximately HKD 7.3 million as of December 31, 2023, down from approximately HKD 14.5 million in 2022[35]. - The group’s debt-to-asset ratio improved to 23.8% in 2023 from 49.0% in 2022[35]. Profitability and Other Income - The group achieved a net profit of approximately HKD 1.5 million in 2023, compared to a net loss of approximately HKD 5.3 million in 2022, primarily due to gains from the sale of discontinued operations[34]. - Other income (net) for 2023 was approximately HKD 0.3 million, compared to a net loss of approximately HKD 0.5 million in 2022, mainly due to foreign exchange gains[28]. Share Capital and Fundraising - The company completed a placement of 100,320,000 shares at a price of HKD 0.107 per share, raising approximately HKD 10.3 million net after expenses, increasing the total issued share capital from 501,600,000 to 601,920,000 shares[37]. - In a subsequent placement, the company issued 120,384,000 shares at HKD 0.0200 per share, raising approximately HKD 2.3 million net after expenses, increasing the total issued share capital to 722,304,000 shares[38]. - The company completed a rights issue of 72,230,400 shares at a price of HKD 0.2 per share, raising approximately HKD 14.45 million, with all shares fully subscribed[39]. - The net proceeds from the 2023 rights issue are allocated for loan repayment (HKD 11 million) and business operations (HKD 2.3 million), with HKD 747,000 remaining for future use[59]. Corporate Governance and Compliance - The company has complied with all relevant laws and regulations applicable to its business operations[71]. - The company has established a risk management committee to monitor sanction risks and implement internal control procedures[134]. - The company has maintained the required public float under GEM listing rules as of December 31, 2023[138]. - The company has adopted a stock option plan as part of its compensation policy for directors and eligible employees[136]. - The company has complied with all applicable corporate governance code provisions, except for the absence of a CEO, which has been addressed by the executive director performing similar functions[146]. Risk Management - The company established an enterprise risk management framework in 2016, with the board overseeing risk management and internal audit functions[189]. - The group employs a "three lines of defense" governance structure for risk management, involving operational management, financial and compliance teams, and independent internal audit[190]. - The risk register records all identified major risks and is updated at least annually based on risk assessments conducted by management[190]. Shareholder Communication - The company has established a corporate website to facilitate effective communication with shareholders and the public[196]. - The shareholder communication policy was adopted on May 11, 2016, to comply with corporate governance codes[196]. - The company welcomes feedback from investors and stakeholders to enhance communication and relationships[200].

Financial Performance - Revenue from the footwear and apparel segment decreased by 5.3% from approximately HKD 30.3 million in 2022 to approximately HKD 28.7 million in 2023[15] - Loss in the footwear and apparel segment increased from approximately HKD 3.9 million in 2022 to approximately HKD 5.3 million in 2023[15] - Sales of Canadian brand footwear and apparel products dropped from approximately HKD 14.6 million in 2022 to approximately HKD 9.1 million in 2023 due to anticipated economic slowdown[15] - Revenue from Hong Kong operations increased from approximately HKD 15.7 million in 2022 to approximately HKD 19.7 million in 2023, benefiting from consumption vouchers[15] - The total revenue from footwear and sports-related products was approximately HKD 28.7 million in 2023, a decrease of about 5.3% from approximately HKD 30.3 million in 2022[27] - For the twelve months ending December 31, 2023, the loss from continuing operations increased from approximately HKD 3.9 million to approximately HKD 5.3 million, primarily due to operational costs from retail business launched in Hong Kong and financing costs from loans[37] - The group reported a profit of approximately HKD 6.9 million from discontinued operations, compared to a loss of approximately HKD 1.4 million in the previous year, mainly due to proceeds from the sale of subsidiaries amounting to approximately HKD 7.1 million[37] - The net profit for the year increased to approximately HKD 1.5 million, recovering from a loss of approximately HKD 5.3 million in the previous year, primarily driven by gains from the sale of discontinued operations[37] Operational Costs - The cost of goods sold was approximately HKD 21.2 million in 2023, down from approximately HKD 27.5 million in 2022[30] - Employee benefits expenses rose from approximately HKD 1.8 million in 2022 to about HKD 6 million in 2023, mainly due to increased hiring in the retail business[32] - Other operating expenses increased from approximately HKD 3.7 million in 2022 to about HKD 5.6 million in 2023, attributed to legal and professional fees, depreciation of right-of-use assets, and rent[33] - Financing costs increased by 81.4% from approximately HKD 695,000 in 2022 to about HKD 1.26 million in 2023, primarily due to loans totaling approximately HKD 6 million obtained at interest rates between 8% and 12%[35] Business Strategy - The company has terminated its loan brokerage and credit assessment services in China as of December 31, 2023, after recognizing significant losses in this segment[29] - The company plans to focus on sustainable business segments and explore opportunities in sports-related peripheral products and online footwear trade[17] - The company remains optimistic about business prospects for 2024, anticipating a shift in consumer spending back to Hong Kong and the impact of the upcoming UEFA Euro 2024[16] - The company has sold its loan brokerage and credit assessment business for a nominal price of HKD 1 to an independent third party, aiming to concentrate on its core operations[28] Financial Position - As of December 31, 2023, the total borrowings of the group were approximately HKD 7.3 million, down from approximately HKD 14.5 million in the previous year[38] - The debt-to-asset ratio improved to 23.8% from 49.0% in the previous year, calculated as total borrowings divided by total assets[38] - The group maintained sufficient working capital with bank balances and cash of approximately HKD 1.5 million, compared to approximately HKD 2 million in the previous year[38] - The current ratio increased to approximately 2.1 times from 1.7 times in the previous year, indicating improved liquidity[38] - The net value of current assets rose to approximately HKD 15.3 million from approximately HKD 11 million in the previous year[38] Shareholder and Corporate Governance - The company completed a rights issue of 72,230,400 shares at a subscription price of HKD 0.2 per share, raising approximately HKD 13.3 million[60] - As of December 31, 2023, the company utilized HKD 11 million for loan repayment and HKD 1.553 million for business operations, leaving HKD 747,000 unutilized from the rights issue proceeds[62] - The company has complied with all relevant laws and regulations applicable to its business operations[74] - The company reported no final dividend for the year ending December 31, 2023, consistent with the previous year[84] - The company has not made any charitable donations during the year ending December 31, 2023, similar to the previous year[91] - The company has not entered into any management contracts involving the majority of its business as of December 31, 2023[111] - The company continues to engage in related party transactions, specifically providing loan brokerage services to external clients[108] Risk Management and Compliance - The board has established a risk management committee to monitor sanction risks and implement internal control procedures[137] - The company has established a risk management framework since 2016 to manage various risks faced by the group[192] - The board is responsible for continuously monitoring the effectiveness of the group's risk management and internal control systems[191] - The company has no internal audit function and will continue to review the need for such a function at least annually[197] - The company has implemented monitoring procedures to ensure unauthorized access and use of insider information is prohibited[197] Board and Management - The company appointed six directors during the reporting period, including one female director, and is actively seeking to enhance gender diversity on the board[178] - The company plans to appoint a director of a different gender by December 31, 2024, to improve board diversity[178] - The company has adopted a policy for board member diversity, focusing on various factors including gender, age, and professional experience[178] - The company has appointed a compliance officer to oversee compliance matters as of December 31, 2023[186] - The company encourages all directors to participate in relevant training courses, with costs covered by the company[182] - The company has a training record for directors, with all directors receiving training by December 31, 2023[182] Audit and Financial Reporting - The consolidated financial statements for the year ended December 31, 2023, were audited by BDO Limited[145] - The company incurred an audit fee of HKD 800,000 for statutory audit services provided by its auditor for the year ending December 31, 2023[188] - The Audit Committee held four meetings during the year ending December 31, 2023, to review the financial performance and ensure compliance with applicable accounting standards and regulations[166] - The Audit Committee reviewed the interim results for the six months ending June 30, 2023, and the quarterly results for the three months ending March 31, 2023, ensuring full disclosure[166]

Revenue and Income - Revenue from goods and services for the three months ended September 30, 2023, was HKD 5,319,000, a decrease of 37.5% compared to HKD 8,524,000 in the same period of 2022[4] - Total comprehensive income for the nine months ended September 30, 2023, was HKD 3,187,000, compared to a total comprehensive loss of HKD 3,617,000 in the same period of 2022[4] - As of September 30, 2023, the company reported revenue of HKD 18,820,000 for the nine months, a decrease of 21.5% compared to HKD 23,987,000 for the same period in 2022[22] - Revenue from Hong Kong for the nine months was HKD 10,892,000, down 50.9% from HKD 22,159,000 in the previous year[22] - Revenue from Canada increased significantly to HKD 7,928,000 for the nine months, compared to HKD 1,828,000 in the same period last year, marking a growth of 334.5%[22] - For the nine months ended September 30, 2023, the company recorded revenue of approximately HKD 18,800,000, a decrease of about 21.7% compared to HKD 24,000,000 for the same period in 2022[55] - Revenue from the footwear business for the nine months ended September 30, 2023, was approximately HKD 18,800,000, down from approximately HKD 24,000,000 in 2022, primarily due to a slowdown in sports apparel trade post-World Cup and sluggish trade activities in Hong Kong[56] Costs and Expenses - The cost of goods sold for the three months ended September 30, 2023, was HKD 3,151,000, down from HKD 7,907,000 in the previous year, reflecting a 60.1% reduction[4] - Employee benefit expenses for the nine months ended September 30, 2023, increased to HKD 4,361,000 from HKD 1,078,000 in the same period of 2022, indicating a significant rise in costs[4] - Total employee costs for the nine months ended September 30, 2023, amounted to HKD 4,361,000, a significant increase from HKD 1,078,000 in the same period of 2022, reflecting a 304.5% rise[39] - Other operating expenses rose to approximately HKD 4,100,000 from HKD 2,300,000, mainly due to retail operations in Hong Kong[61] - Financing costs increased by 129.2% to approximately HKD 1,100,000 from HKD 480,000, attributed to interest expenses on a loan of approximately HKD 16,500,000[62] Profit and Loss - The group reported a loss before tax of HKD 704,000 for the three months ended September 30, 2023, compared to a loss of HKD 1,429,000 in the same period of 2022, representing a 50.7% improvement[4] - The basic and diluted loss per share for the three months ended September 30, 2023, was HKD 1.18, an improvement from HKD 4.75 in the same period of 2022[4] - The company recorded a loss of HKD 896,000 from discontinued operations for the nine months ended September 30, 2022, which improved to a profit of HKD 7,052,000 for the same period in 2023, indicating a turnaround[33] - The group reported a profit of approximately HKD 7,100,000 from discontinued operations, compared to a loss of approximately HKD 896,000 in the previous year, primarily from the sale of subsidiaries[63] - The company reported a total loss of HKD 3,705,000 from continuing operations for the nine months ended September 30, 2023, compared to a loss of HKD 2,917,000 for the same period in 2022, indicating a worsening performance[39] Share Capital and Financing - The company raised approximately HKD 14,446,080 from the issuance of 72,230,400 rights shares at HKD 0.20 per share[8] - The company completed a placement of 100,320,000 shares at HKD 0.107 per share, raising approximately HKD 10,264,000 after costs[10] - The company completed a rights issue on August 31, 2023, issuing 72,230,400 shares at a subscription price of HKD 0.2 per share, resulting in net proceeds of approximately HKD 13,300,000[94] - As of September 30, 2023, the net proceeds from the rights issue amounted to HKD 13,300,000, with HKD 11,000,000 utilized for loan repayment and HKD 2,300,000 for business operations[95] - The remaining unutilized net proceeds as of September 30, 2023, is HKD 2,128,000, expected to be used by December 2023[95] Corporate Actions and Governance - The company completed a share consolidation on March 21, 2023, converting 722,304,000 existing shares into 36,115,200 consolidated shares[7] - The company has confirmed compliance with the corporate governance code as of September 30, 2023, ensuring the protection of shareholder rights and enhancement of corporate value[78] - The board of directors has confirmed adherence to the securities trading code during the review period[80] - The audit committee has reviewed the unaudited consolidated financial results for the nine months ended September 30, 2023, confirming compliance with applicable accounting standards and GEM listing rules[98] Business Operations and Strategy - The company operates primarily in Hong Kong and Canada, focusing on footwear and apparel trading[19] - The company aims to focus on its core business operations following the divestiture of the underperforming loan brokerage and credit assessment services[32] - The company has expanded its footwear business by establishing a new company and opening three physical stores in Hong Kong by the end of 2022[51] - The company plans to maintain and strengthen its position in the industry while exploring suitable business opportunities and seeking collaborations with more local and overseas enterprises[51] - The company has terminated its loan brokerage and credit assessment services during the reporting period[18] - The company decided to sell its long-term loss-making business in China for a nominal price of HKD 1 on April 20, 2023, due to significant accumulated losses and net liabilities[54] Stock Options and Employee Benefits - The company granted 14,400,000 stock options at an exercise price of HKD 0.42, with 720,000 options remaining unexercised as of the report date[10] - As of September 30, 2023, there were 720,000 unexercised stock options under the stock option plan, with an exercise price of HKD 0.42 per share[45] - The fair value of the stock options granted on January 6, 2023, was estimated at HKD 204,000, with an exercise price of HKD 0.021 per share[48] - The stock options plan is effective for a period of ten years starting from May 11, 2016, with no additional options to be granted after this period[12] - Employee benefits expenses increased by 300% to approximately HKD 4,400,000 from HKD 1,100,000, primarily due to increased hiring in the retail business[60] Debt and Financial Position - Total borrowings as of September 30, 2023, were approximately HKD 7,300,000, down from approximately HKD 14,500,000 as of December 31, 2022[66] - The group's debt-to-asset ratio improved to 20.7% from 49.0% as of December 31, 2022[66] - The company incurred short-term lease expenses of HKD 680,000 for the nine months ended September 30, 2023, compared to HKD 84,000 in the same period of 2022, marking a significant increase[39] Other Information - The company has closed loan brokerage business branches and laid off staff since 2020 to reduce costs due to changes in the loan market[52] - The company will conservatively assess market conditions and adjust strategies as necessary in light of financial constraints, inflation, and high interest rates[51] - The company has not recognized any tax provisions due to no taxable profits for the periods ended September 30, 2023, and 2022[26] - The company has not engaged in any competitive business activities that may conflict with its interests as of September 30, 2023[81] - No share buybacks or sales were conducted by the company or its subsidiaries during the nine months ending September 30, 2023[89] - No significant post-period events have occurred as of the report date, maintaining operational stability[100] - The unaudited quarterly results announcement for the nine months ended September 30, 2023, has been published on the Hong Kong Stock Exchange and the company's website[101]

JIMU GROUP LIMITED 積 木 集 團 有 限 公 司 （於開曼群島註冊成立的有限公司） （股份代號：8187） 第 三 季 度 業 績 公 告 截 至 二 零 二 三 年 九 月 三 十 日 止 九 個 月 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買賣的證券可能會承受較於聯 交所主板買賣的證券為高的市場波動風險，同時亦無法保證在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分內 容而產生或依賴該等內容而引致的任何損失承擔任何責任。 本公告乃遵照聯交所GEM證券上市規則（「GEM上市規則」）規定提供有關積木 集團有限公司（「本公司」）資料的詳情，本公司董事（「董事」）就本公告共同及個 別地承擔全部責任。董事在作出一切合理查詢後確認，就彼等 ...

Financial Performance - For the three months ended June 30, 2023, revenue from goods and services was HKD 8,233,000, a decrease of 10.8% compared to HKD 9,233,000 in the same period of 2022[5] - The company reported a loss before tax of HKD 1,681,000 for the three months ended June 30, 2023, compared to a loss of HKD 840,000 in the same period of 2022[5] - Total comprehensive income for the six months ended June 30, 2023, was HKD 4,078,000, compared to a loss of HKD 1,773,000 in the same period of 2022[5] - The company reported a total revenue of HKD 13,501,000 for the six months ended June 30, 2023, compared to HKD 15,462,000 for the same period in 2022, indicating a decrease of approximately 12.7%[24] - The company reported a loss from continuing operations of HKD 1,681,000 for the three months ended June 30, 2023, compared to a loss of HKD 836,000 for the same period in 2022[31] - For the six months ended June 30, 2023, the loss from continuing operations was HKD 3,173,000, compared to a loss of HKD 1,488,000 in 2022, indicating an increase in losses[36] Revenue Breakdown - Revenue from Hong Kong for the six months ended June 30, 2023, was HKD 7,059,000, up from HKD 6,110,000 in 2022, reflecting an increase of about 15.5%[24] - Revenue from Canada decreased to HKD 6,442,000 for the six months ended June 30, 2023, down from HKD 9,352,000 in 2022, representing a decline of approximately 30.7%[24] - Revenue from the footwear business was approximately HKD 13,500,000 for the six months ended June 30, 2023, down from approximately HKD 15,500,000 in 2022, primarily due to a slowdown in sports apparel trade following the 2022 World Cup[67] - The loan brokerage and credit assessment business saw revenue plummet by 96.8% from approximately HKD 62,000 for the six months ended June 30, 2022, to about HKD 2,000 for the same period in 2023, due to branch closures and layoffs[68] Costs and Expenses - The cost of goods sold for the same period was HKD 6,234,000, down 29.5% from HKD 8,844,000 year-on-year[5] - The cost of goods sold for the six months ended June 30, 2023, was approximately HKD 9,900,000, compared to HKD 14,500,000 in 2022[69] - The total employee costs for the six months ended June 30, 2023, amounted to HKD 2,771,000, compared to HKD 744,000 in 2022, reflecting a substantial increase[31] - Employee benefits expenses increased from approximately HKD 700,000 for the six months ended June 30, 2022, to approximately HKD 2,800,000 for the six months ended June 30, 2023, primarily due to increased hiring in the retail business at the end of 2022[71] - Other operating expenses rose from approximately HKD 1,400,000 for the six months ended June 30, 2022, to approximately HKD 3,200,000 for the six months ended June 30, 2023, mainly due to retail operations in Hong Kong[72] Assets and Liabilities - The net asset value increased to HKD 5,341,000 as of June 30, 2023, from HKD 1,235,000 at the end of 2022[6] - The company’s inventory decreased to HKD 14,319,000 from HKD 17,184,000 year-on-year, reflecting a reduction of 16.5%[6] - Trade receivables increased significantly to HKD 13,523,000 from HKD 6,455,000, marking a rise of 109.5%[6] - The company’s cash and cash equivalents increased by HKD 621,000 to HKD 2,624,000 as of June 30, 2023, compared to HKD 5,668,000 at the end of the previous year[11] - Total borrowings as of June 30, 2023, amounted to approximately HKD 19,200,000, up from approximately HKD 14,500,000 as of December 31, 2022[77] - The debt-to-asset ratio increased to 56.1% as of June 30, 2023, compared to 49.0% as of December 31, 2022[77] Financing and Capital - The company incurred financing costs of HKD 410,000 for the three months ended June 30, 2023, compared to HKD 160,000 in the same period of 2022, an increase of 156.3%[5] - Financing costs increased by 141.6% from approximately HKD 320,000 for the six months ended June 30, 2022, to approximately HKD 773,000 for the six months ended June 30, 2023, due to interest expenses on a loan of HKD 16,500,000 obtained during the period[73] - The company completed a share consolidation on March 21, 2023, converting 722,304,000 existing shares into 36,115,200 consolidated shares[9] - The company raised approximately HKD 10,264,000 from the placement of 100,320,000 shares at a price of HKD 0.107 per share, resulting in an increase in share capital of about HKD 1,003,000 and share premium of approximately HKD 9,731,000 after deducting transaction costs of about HKD 470,000[10] - The company plans to conduct a rights issue, offering two (2) shares for every one (1) existing share at a subscription price of HKD 0.2 per share, aiming to raise approximately HKD 14,400,000 before expenses[112] Strategic Focus and Operations - The company plans to continue expanding its footwear and apparel business in China, reflecting a strategic focus on growth in this market[13] - The company has terminated its loan brokerage and credit assessment service segment during the reporting period[19] - The company completed the sale of its loan brokerage and credit assessment services business for a total consideration of HKD 1, allowing it to focus on its continuing operations[33] - The management remains cautious about the market conditions and will adjust strategies as necessary due to ongoing financial constraints, inflation, and high interest rates[62] - The company plans to maintain and strengthen its position in the industry while exploring suitable business opportunities and seeking collaborations with local and overseas enterprises[62] Shareholder Information - The company did not declare any interim dividends for the six months ended June 30, 2023, consistent with the previous year[35] - The company did not recommend any interim dividend for the six months ended June 30, 2023, compared to zero for the same period in 2022[76] - The company’s directors and senior management held a total of 6,750 shares, representing approximately 0.02% of the company’s total shares[101] - The rights issue was approved by shareholders at a special general meeting on July 27, 2023[113] Other Information - The audit committee reviewed the interim results for the six months ended June 30, 2023, and found the financial statements to be prepared in accordance with applicable accounting standards[108] - As of June 30, 2023, the company had no significant post-reporting date events[110] - The unaudited interim results announcement for the six months ending June 30, 2023, has been published on the Hong Kong Stock Exchange and the company's website[115]