目錄 | 公司資料 | 2 | | --- | --- | | 財務摘要 | 3 | | 主席報告 | 4 | | 管理層討論及分析 | 6 | | 董事及高級管理層履歷 | 9 | | 企業管治報告 | 11 | | 環境、社會及管治報告 | 22 | | 董事會報告 | 47 | | 獨立核數師報告 | 61 | | 綜合損益表 | 65 | | 綜合損益及其他全面收益表 | 66 | | 綜合財務狀況表 | 67 | | 綜合權益變動表 | 69 | | 綜合現金流量表 | 70 | | 綜合財務報表附註 | 72 | 香港聯合交易所有限公司（「聯交所」）GEM的特色 GEM的定位乃為相比起其他在聯交所上市的公司帶有較高投資風險的中小型公司提供一個上市的市場。有意投資人士應 了解投資該等公司的潛在風險，並應經過審慎周詳考慮後方作出投資決定。GEM的較高風險及其他特色表示GEM較適 合專業及其他資深投資者。 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的證券容易受到市場波動的影響。在 GEM買賣的證券亦不保證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 ...

[Chairman's Report](index=2&type=section&id=Chairman%27s%20Report) This report provides an overview of the Group's financial performance, business operations, future outlook, and expresses gratitude to stakeholders [Financial Performance](index=2&type=section&id=Financial%20Performance) The Group's revenue from continuing operations increased by 6.4% for the year ended March 31, 2024, but the loss for the year expanded due to reduced exchange gains | Metric | 2024 (HKD thousands) | 2023 (HKD thousands) | | :--- | :--- | :--- | | Revenue from continuing operations | 16,602 | 15,602 | | Loss for the year | 4,155 | 3,959 (Restated) | - Revenue from continuing operations increased by approximately **6.4%** year-on-year[6](index=6&type=chunk) - The increase in loss for the year was primarily due to a decrease in exchange gains[6](index=6&type=chunk) [Business Review](index=2&type=section&id=Business%20Review) The Group's core business is robotics-related education and training in China, which recovered since early 2023 with three consecutive years of revenue growth, driven by the popularity and efficiency of in-person courses - The principal business involves robotics-related education and training in China[7](index=7&type=chunk) - Business recovered and revenue increased by approximately **6.4%** since early 2023 following the lifting of restrictions by local Chinese governments[7](index=7&type=chunk)[8](index=8&type=chunk) - Revenue has shown continuous growth for three consecutive years[7](index=7&type=chunk) - In-person courses have become the predominant form of instruction, replacing online classes due to their popularity among students and parents and higher teaching efficiency[8](index=8&type=chunk) [Outlook](index=3&type=section&id=Outlook) The Group plans to launch various robotics-themed activities and collaborate with the National School Sports Robotics Alliance in Heilongjiang Province to establish smart robotics classrooms, promoting intelligent education and robotics industry development - Plans to launch various robotics-themed activities in Heilongjiang Province[11](index=11&type=chunk) - Will actively collaborate with members of the National School Sports Robotics Alliance in Heilongjiang Province to plan smart robotics classrooms[11](index=11&type=chunk) - Aims to promote intelligent education in schools and foster the internationalization and diversified development of robotics education in China[11](index=11&type=chunk) [Acknowledgements](index=3&type=section&id=Acknowledgements) The Board expresses gratitude to shareholders for their support and acknowledges the dedication and contributions of directors, management, and staff over the past year [Consolidated Financial Statements](index=3&type=section&id=Consolidated%20Financial%20Statements) This section presents the Group's consolidated financial statements, including the statements of profit or loss, comprehensive income, and financial position, reflecting its financial performance and position [Consolidated Statement of Profit or Loss](index=4&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss) For the year ended March 31, 2024, the Group's revenue from continuing operations increased by 6.4% to HKD 16,602 thousands, but the loss for the year expanded to HKD 4,155 thousands due to a significant decrease in net other gains and losses Consolidated Statement of Profit or Loss Summary | Metric | 2024 (HKD thousands) | 2023 (HKD thousands) | | :--- | :--- | :--- | | Revenue | 16,602 | 15,602 | | Gross profit | 11,327 | 7,998 | | Other gains and losses, net | 199 | 3,074 | | Operating loss | (3,992) | (1,653) | | Loss from continuing operations for the year | (4,155) | (3,028) | | Loss for the year | (4,155) | (3,959) | | Basic loss per share (HK cents) | (0.22) | (0.21) | - Revenue from continuing operations increased by **6.4%** year-on-year[14](index=14&type=chunk) - Net other gains and losses significantly decreased from **HKD 3,074 thousands** in 2023 to **HKD 199 thousands** in 2024[14](index=14&type=chunk) - Loss for the year expanded from **HKD 3,959 thousands** in 2023 to **HKD 4,155 thousands** in 2024[14](index=14&type=chunk) [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=5&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) The Group reported a loss for the year of HKD 4,155 thousands in 2024, with an additional loss of HKD 4,174 thousands from exchange differences on translating foreign operations, resulting in a total comprehensive loss attributable to owners of HKD 8,329 thousands Consolidated Statement of Profit or Loss and Other Comprehensive Income Summary | Metric | 2024 (HKD thousands) | 2023 (HKD thousands) | | :--- | :--- | :--- | | Loss for the year | (4,155) | (3,959) | | Exchange differences on translating foreign operations | (4,174) | (15,247) | | Total comprehensive income for the year attributable to owners of the Company | (8,329) | (19,206) | - Loss from exchange differences on translating foreign operations decreased from **HKD 15,247 thousands** in 2023 to **HKD 4,174 thousands** in 2024[15](index=15&type=chunk) [Consolidated Statement of Financial Position](index=6&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2024, the Group's net current liabilities and net liabilities both increased, indicating challenging financial conditions primarily due to a significant reduction in bank and cash balances Consolidated Statement of Financial Position Summary | Metric | 2024 (HKD thousands) | 2023 (HKD thousands) | | :--- | :--- | :--- | | Total non-current assets | 4,685 | 4,130 | | Total current assets | 83,190 | 128,580 | | Total current liabilities | 145,570 | 180,848 | | Net current liabilities | (62,380) | (52,268) | | Total non-current liabilities | 3,416 | 4,644 | | Net liabilities | (61,111) | (52,782) | | Equity deficiency | (61,111) | (52,782) | - Bank and cash balances significantly decreased from **HKD 125,439 thousands** in 2023 to **HKD 77,749 thousands** in 2024[17](index=17&type=chunk) - Net current liabilities increased from **HKD 52,268 thousands** in 2023 to **HKD 62,380 thousands** in 2024[17](index=17&type=chunk) - Net liabilities increased from **HKD 52,782 thousands** in 2023 to **HKD 61,111 thousands** in 2024[19](index=19&type=chunk) [Notes to the Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) This section provides detailed notes to the consolidated financial statements, covering the basis of preparation, accounting policies, revenue breakdown, and other financial disclosures [Basis of Preparation](index=8&type=section&id=Basis%20of%20Preparation) The Group's consolidated financial statements are prepared in accordance with Hong Kong Financial Reporting Standards on a going concern basis, despite significant uncertainties, supported by a commitment from the major shareholder to provide sufficient funding - The consolidated financial statements are prepared in accordance with all applicable Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants[21](index=21&type=chunk) - The Group incurred a loss of approximately **HKD 4,155 thousands** for the year 2024, with net current liabilities and net liabilities of approximately **HKD 62,380 thousands** and **HKD 61,111 thousands** respectively, indicating a material uncertainty related to going concern[22](index=22&type=chunk)[74](index=74&type=chunk) - Major shareholder Shenzhou Communication Investment has agreed to defer the repayment date of amounts due to it until August 15, 2025, and its holding company, Shenzhou Communication, has committed to providing sufficient funds to support the Group's operations[22](index=22&type=chunk)[23](index=23&type=chunk) [Going Concern Assumption](index=8&type=section&id=Going%20Concern%20Assumption) Despite significant financial challenges, the Group's going concern is supported by deferred liabilities and a commitment from its major shareholder to provide adequate funding - The Group's contract liabilities as of March 31, 2024, amounted to **HKD 6,650 thousands**, representing deferred revenue not requiring cash settlement[22](index=22&type=chunk) - Major shareholder Shenzhou Communication Investment has deferred the repayment date of **HKD 95,100 thousands** until August 15, 2025[22](index=22&type=chunk) - Shenzhou Communication, the holding company of the major shareholder, has committed to continue providing sufficient funds to the Group to meet its financial obligations[23](index=23&type=chunk) [Adoption of New and Revised Hong Kong Financial Reporting Standards](index=9&type=section&id=Adoption%20of%20New%20and%20Revised%20Hong%20Kong%20Financial%20Reporting%20Standards) The Group has adopted several new and revised Hong Kong Financial Reporting Standards, with amendments to HKAS 1 and HKAS 12 impacting accounting policy disclosures and deferred tax, but with limited material effect on financial position and performance - The Group has initially applied several amendments to Hong Kong Financial Reporting Standards that are mandatorily effective for annual periods beginning on or after April 1, 2023[24](index=24&type=chunk) - The application of amendments to HKAS 1 and HKFRS Practice Statement 2 'Disclosure of Accounting Policies' affected the disclosure of accounting policy information but did not have a material impact on the financial position and performance[26](index=26&type=chunk)[28](index=28&type=chunk) - The application of amendments to HKAS 12 'Deferred Tax related to Assets and Liabilities arising from a Single Transaction' narrowed the scope of the initial recognition exemption, leading to adjustments in deferred tax assets and liabilities[28](index=28&type=chunk)[30](index=30&type=chunk)[33](index=33&type=chunk)[34](index=34&type=chunk) [Impact of Standards Applied](index=10&type=section&id=Impact%20of%20Standards%20Applied) The application of new standards, particularly HKAS 1 and HKAS 12, refined accounting policy disclosures and resulted in adjustments to deferred tax assets and liabilities, with a minor impact on income tax credit - Amendments to HKAS 1 replaced 'significant accounting policies' with 'material accounting policy information', emphasizing that accounting policy information is material if it could influence users' decisions in financial statements[26](index=26&type=chunk) - Amendments to HKAS 12 resulted in an increase of **HKD 843 thousands** in deferred tax assets and an increase of **HKD 676 thousands** in deferred tax liabilities in 2024[33](index=33&type=chunk) - Changes in accounting policies had an impact of **HKD 110 thousands** on the income tax credit for the loss for the year in 2024[30](index=30&type=chunk) [Standards Issued But Not Yet Effective](index=15&type=section&id=Standards%20Issued%20But%20Not%20Yet%20Effective) The Group has not early adopted several new and revised standards, including amendments to HKAS 21 and HKAS 1, which clarify liability classification and defer effective dates - The Group has not early applied standards issued but not yet effective, including amendments to HKAS 21 'Lack of Exchangeability', HK(IFRIC)-Int 5 (Revised) 'Classification of Liabilities as Current or Non-current', and HKAS 1 (Amendments) 'Non-current Liabilities with Covenants'[36](index=36&type=chunk)[37](index=37&type=chunk) - Related amendments to HKAS 1 and HK(IFRIC)-Int 5 clarified the criteria for classifying liabilities as current or non-current, particularly regarding settlement periods and covenant compliance[38](index=38&type=chunk)[40](index=40&type=chunk) - The 2022 amendments deferred the effective date of the 2020 amendments to annual reporting periods beginning on or after April 1, 2024[41](index=41&type=chunk) [Revenue](index=17&type=section&id=Revenue) The Group's revenue from continuing operations for 2024 primarily derived from robotics courses, increasing by 6.4% year-on-year, with new income from competition admissions, and most revenue recognized over time Revenue Breakdown | Service Line | 2024 (HKD thousands) | 2023 (HKD thousands) | | :--- | :--- | :--- | | Robotics courses | 16,290 | 15,602 | | Competition admissions | 312 | – | | **Total** | **16,602** | **15,602** | - Revenue increased by **6.4%** year-on-year in 2024[43](index=43&type=chunk) - New revenue from competition admissions amounted to **HKD 312 thousands**[43](index=43&type=chunk) - The majority of revenue (**HKD 16,290 thousands**) was recognized for services transferred over time, while **HKD 312 thousands** was recognized for services transferred at a point in time[44](index=44&type=chunk) - All revenue was derived from Mainland China[44](index=44&type=chunk) - Transaction price allocated to remaining performance obligations (contract liabilities) decreased from **HKD 12,164 thousands** in 2023 to **HKD 6,650 thousands** in 2024[45](index=45&type=chunk) [Investment and Other Income](index=18&type=section&id=Investment%20and%20Other%20Income) The Group's investment and other income for 2024 primarily consisted of interest income, as government subsidies ceased in 2023 Investment and Other Income Summary | Item | 2024 (HKD thousands) | 2023 (HKD thousands) | | :--- | :--- | :--- | | Interest income | 224 | 302 | | Government subsidies | – | 104 | | **Total** | **224** | **406** | - Total investment and other income for 2024 was **HKD 224 thousands**, a decrease from **HKD 406 thousands** in 2023[46](index=46&type=chunk) - Government subsidies in 2023 were COVID-19 related subsidies from the Hong Kong Government's 'Employment Support Scheme', with no such income in 2024[46](index=46&type=chunk) [Other Gains and Losses, Net](index=18&type=section&id=Other%20Gains%20and%20Losses%2C%20Net) The Group's net other gains and losses significantly decreased in 2024, primarily due to the absence of exchange gains and gains from disposal of property, plant and equipment Other Gains and Losses, Net Summary | Item | 2024 (HKD thousands) | 2023 (HKD thousands) | | :--- | :--- | :--- | | Exchange gains / (losses) | – | 2,676 | | Gain on disposal of property, plant and equipment | – | 398 | | Others | 199 | – | | **Total** | **199** | **3,074** | - Net other gains and losses for 2024 amounted to **HKD 199 thousands**, a significant decrease from **HKD 3,074 thousands** in 2023[47](index=47&type=chunk) - In 2023, exchange gains of **HKD 2,676 thousands** and gains on disposal of property, plant and equipment of **HKD 398 thousands** were recorded, both of which were zero in 2024[47](index=47&type=chunk) [Segment Information](index=18&type=section&id=Segment%20Information) The Group has ceased its promotion and management services segment and now considers its robotics education and related businesses in Heilongjiang Province, China, as a single operating segment, thus no separate segment analysis is presented - As of March 31, 2023, the Group ceased its promotion and management services segment operations[48](index=48&type=chunk) - Currently, the provision of robotics education courses and other related businesses in Heilongjiang Province, China, is considered a single operating segment[48](index=48&type=chunk) - No separate analysis of segment information by geographical area is presented as revenue and non-current assets are primarily derived from a single geographical region in China[49](index=49&type=chunk) - No single customer accounted for **10%** or more of the Group's revenue in 2024 and 2023[50](index=50&type=chunk) [Finance Costs](index=19&type=section&id=Finance%20Costs) The Group's finance costs for 2024 primarily comprised interest expense on lease liabilities, with interest on promissory notes to the major shareholder reducing to zero this year Finance Costs Summary | Item | 2024 (HKD thousands) | 2023 (HKD thousands) | | :--- | :--- | :--- | | Interest on promissory notes to Shenzhou Communication Investment | – | 741 | | Interest expense on lease liabilities | 273 | 254 | | **Total** | **273** | **995** | - Total finance costs for 2024 amounted to **HKD 273 thousands**, a significant decrease from **HKD 995 thousands** in 2023[51](index=51&type=chunk) - Interest on promissory notes to Shenzhou Communication Investment was **HKD 741 thousands** in 2023, decreasing to zero in 2024[51](index=51&type=chunk) [Income Tax Credit / (Expense)](index=19&type=section&id=Income%20Tax%20Credit%20%2F%20%28Expense%29) The Group recorded an income tax credit of HKD 110 thousands in 2024, primarily from deferred tax, with no Hong Kong profits tax or PRC enterprise income tax provision due to the absence of taxable profits Income Tax Credit / (Expense) Summary | Item | 2024 (HKD thousands) | 2023 (HKD thousands) | | :--- | :--- | :--- | | Current tax — PRC | – | – | | Deferred tax | 110 | (380) | | **Total** | **110** | **(380)** | - Income tax was a credit of **HKD 110 thousands** in 2024, compared to an expense of **HKD 380 thousands** in 2023[52](index=52&type=chunk) - No provision for Hong Kong profits tax and PRC enterprise income tax was made as the Group had no assessable profits[52](index=52&type=chunk)[53](index=53&type=chunk) - Unused tax losses were sufficient to be carried forward to offset taxable profits for the year[53](index=53&type=chunk) [Loss from Continuing Operations for the Year](index=20&type=section&id=Loss%20from%20Continuing%20Operations%20for%20the%20Year) The Group's loss from continuing operations in 2024 was primarily influenced by expenses such as auditor's remuneration, depreciation of right-of-use assets, and legal and professional fees Key Deductions for Loss from Continuing Operations | Item | 2024 (HKD thousands) | 2023 (HKD thousands) | | :--- | :--- | :--- | | Auditor's remuneration — audit services | 608 | 600 | | Auditor's remuneration — other services | 275 | 350 | | Depreciation of right-of-use assets | 2,375 | 2,512 | | Legal and professional fees | 882 | 737 | - Total auditor's remuneration in 2024 amounted to **HKD 883 thousands**, a slight decrease from **HKD 950 thousands** in 2023[55](index=55&type=chunk) - Depreciation of right-of-use assets was **HKD 2,375 thousands**, representing a significant expense item[55](index=55&type=chunk) [Discontinued Operations](index=21&type=section&id=Discontinued%20Operations) The Group ceased its promotion and management business segment operations on March 31, 2023, which recorded a loss of HKD 931 thousands prior to termination - On March 31, 2023, the Board resolved to discontinue the Group's promotion and management business segment operations[56](index=56&type=chunk) Loss from Discontinued Operations (2023) | Metric | 2023 (HKD thousands) | | :--- | :--- | | Revenue | 70 | | Gross profit | 70 | | Operating loss | (931) | | Loss from discontinued operations for the year | (931) | - Discontinued operations generated a loss of **HKD 931 thousands** in 2023[58](index=58&type=chunk) [Dividends](index=21&type=section&id=Dividends) No dividends were paid or proposed by the Company during or since the end of the reporting period - No dividends were paid or proposed during the reporting period[59](index=59&type=chunk) - No dividends have been proposed since the end of the reporting period[59](index=59&type=chunk) [Loss Per Share](index=22&type=section&id=Loss%20Per%20Share) The Group's basic loss per share for 2024 was 0.22 HK cents, a slight increase from 2023, with no diluted earnings per share presented due to the absence of dilutive potential ordinary shares Loss Per Share Summary | Item | 2024 (HK cents) | 2023 (HK cents) | | :--- | :--- | :--- | | Basic loss per share from continuing and discontinued operations | (0.22) | (0.21) | | Basic loss per share from continuing operations | (0.22) | (0.16) | | Basic loss per share from discontinued operations | 0.00 | (0.05) | - Basic loss per share is calculated based on the loss for the year attributable to owners of the Company of approximately **HKD 4,155 thousands** and the weighted average number of ordinary shares in issue of approximately **1,895,697,017** shares[60](index=60&type=chunk) - No diluted earnings per share is presented as the Company had no dilutive potential ordinary shares during the reporting period[60](index=60&type=chunk)[61](index=61&type=chunk)[62](index=62&type=chunk) [Prepayments, Deposits and Other Receivables](index=23&type=section&id=Prepayments%2C%20Deposits%20and%20Other%20Receivables) The Group's total prepayments, deposits, and other receivables increased in 2024, primarily due to a new amount receivable from a major shareholder Prepayments, Deposits and Other Receivables Summary | Item | 2024 (HKD thousands) | 2023 (HKD thousands) | | :--- | :--- | :--- | | Amount due from a major shareholder | 3,147 | – | | Other receivables | 38 | 502 | | Prepayments and deposits | 2,256 | 2,639 | | **Total** | **5,441** | **3,141** | - The total amount for 2024 was **HKD 5,441 thousands**, an increase from **HKD 3,141 thousands** in 2023[63](index=63&type=chunk) - A new amount due from a major shareholder of **HKD 3,147 thousands** was recognized, which is trade in nature, unsecured, interest-free, and has a **30-day** credit period[63](index=63&type=chunk) [Accruals and Other Payables](index=23&type=section&id=Accruals%20and%20Other%20Payables) The Group's total accruals and other payables slightly decreased in 2024, mainly due to reductions in amounts due to related companies and trade-related amounts due to Shenzhou Communication Accruals and Other Payables Summary | Item | 2024 (HKD thousands) | 2023 (HKD thousands) | | :--- | :--- | :--- | | Amounts due to Shenzhou Communication Investment (repayable by August 15, 2025) | 95,100 | 95,100 | | Amounts due to Shenzhou Communication Investment (repayable on demand) | 564 | 564 | | Amounts due to Shenzhou Communication — trade in nature | – | 5,888 | | Amounts due to Shenzhou Communication — non-trade in nature | 729 | 777 | | Amounts due to related companies | 625 | 2,907 | | Accrued salaries | 5,941 | 6,369 | | Accrued expenses | 1,396 | 908 | | Deposits received | 4,854 | 5,143 | | Other payables | 976 | 1,869 | | **Total** | **110,185** | **119,525** | - The total amount for 2024 was **HKD 110,185 thousands**, a decrease from **HKD 119,525 thousands** in 2023[64](index=64&type=chunk) - Amounts due to Shenzhou Communication (trade in nature) decreased from **HKD 5,888 thousands** in 2023 to zero in 2024[64](index=64&type=chunk) - Amounts due to related companies decreased from **HKD 2,907 thousands** in 2023 to **HKD 625 thousands** in 2024[64](index=64&type=chunk) [Share Capital](index=24&type=section&id=Share%20Capital) The Group's authorized and issued share capital remained unchanged during the reporting period, with active capital structure management to balance shareholder returns and sound capital position while complying with GEM Listing Rules' public float requirements Share Capital Summary | Item | Number of shares 2024 | Amount 2024 (HKD thousands) | Number of shares 2023 | Amount 2023 (HKD thousands) | | :--- | :--- | :--- | :--- | :--- | | Authorised share capital (HKD 0.01 par value per share) | 10,000,000,000 | 100,000 | 10,000,000,000 | 100,000 | | Issued and fully paid share capital (HKD 0.01 par value per share) | 1,895,697,017 | 18,957 | 1,895,697,017 | 18,957 | - The Group's authorized and issued share capital remained unchanged during the reporting period[66](index=66&type=chunk) - The Group monitors capital using a debt-to-adjusted capital ratio and actively reviews and manages its capital structure[67](index=67&type=chunk)[68](index=68&type=chunk) - The Company is required to maintain a public float of at least **25%** of its issued shares throughout the year and has not been informed of any non-compliance[70](index=70&type=chunk) [Events After the Reporting Period](index=25&type=section&id=Events%20After%20the%20Reporting%20Period) Subsequent to the reporting period, the repayment date for the major shareholder's loan was further deferred, a non-legally binding memorandum of understanding was signed for a potential acquisition of a Chinese company's equity, and a new loan agreement was secured - On June 1, 2024, the repayment date for amounts due to Shenzhou Communication Investment was deferred from August 15, 2024, to August 15, 2025[72](index=72&type=chunk) - On June 14, 2024, the Company entered into a non-legally binding memorandum of understanding with two potential vendors for the proposed acquisition of certain equity interests in a Chinese company[72](index=72&type=chunk) - On June 17, 2024, the Company entered into a loan agreement with Shenzhou Communication Investment for **HKD 1,220 thousands**, which is interest-free, unsecured, and repayable on demand[72](index=72&type=chunk) [Extracts from Independent Auditor's Report](index=26&type=section&id=Extracts%20from%20Independent%20Auditor%27s%20Report) This section presents key extracts from the independent auditor's report, including their opinion on the financial statements and a highlight of material uncertainties related to going concern [Opinion](index=26&type=section&id=Opinion) The auditor believes the consolidated financial statements fairly present the Group's financial position, performance, and cash flows in accordance with Hong Kong Financial Reporting Standards and comply with the disclosure requirements of the Hong Kong Companies Ordinance - The auditor is of the opinion that the consolidated financial statements give a true and fair view of the consolidated financial position of the Group as at March 31, 2024, and of its consolidated financial performance and cash flows for the year then ended in accordance with Hong Kong Financial Reporting Standards[73](index=73&type=chunk) - The consolidated financial statements have been properly prepared in compliance with the disclosure requirements of the Hong Kong Companies Ordinance[73](index=73&type=chunk) [Material Uncertainty Related to Going Concern](index=26&type=section&id=Material%20Uncertainty%20Related%20to%20Going%20Concern) The auditor draws attention to a material uncertainty regarding the Group's ability to continue as a going concern, given its loss in 2024 and high net current and total liabilities, but has not modified their opinion on this matter - The Group incurred a loss of approximately **HKD 4,155 thousands** for the year 2024[74](index=74&type=chunk) - The Group had net current liabilities and net liabilities of approximately **HKD 62,380 thousands** and **HKD 61,111 thousands** respectively as of March 31, 2024[74](index=74&type=chunk) - These conditions indicate the existence of a material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern[74](index=74&type=chunk) - The auditor's opinion is not modified in respect of this matter[74](index=74&type=chunk) [Management Discussion and Analysis](index=27&type=section&id=Management%20Discussion%20and%20Analysis) This section provides management's perspective on the Group's financial performance, liquidity, capital structure, and other operational aspects for the reporting period [Revenue and Profitability](index=27&type=section&id=Revenue%20and%20Profitability) The Group's revenue from continuing operations grew by 6.4% in 2024, with significantly improved gross profit primarily due to demand recovery post-pandemic and no class suspensions Revenue and Profitability Summary | Metric | 2024 (HKD thousands) | 2023 (HKD thousands) | | :--- | :--- | :--- | | Revenue from continuing operations | 16,602 | 15,602 | | Gross profit from continuing operations | 11,327 | 7,998 | | Selling and distribution and administrative expenses | 15,969 | 13,756 | - Revenue from continuing operations increased by approximately **6.4%** year-on-year[77](index=77&type=chunk) - Gross profit increased from **HKD 7,998 thousands** in 2023 to **HKD 11,327 thousands** in 2024, primarily due to demand recovery post-pandemic and no class suspensions[77](index=77&type=chunk) - Total selling and distribution and administrative expenses increased from **HKD 13,756 thousands** in 2023 to **HKD 15,969 thousands** in 2024[78](index=78&type=chunk) [Loss for the Year](index=27&type=section&id=Loss%20for%20the%20Year) The Group's loss for the year expanded to HKD 4,155 thousands in 2024, primarily attributed to a decrease in exchange gains Loss for the Year Summary | Metric | 2024 (HKD thousands) | 2023 (HKD thousands) | | :--- | :--- | :--- | | Loss for the year | 4,155 | 3,959 (Restated) | - Loss for the year expanded from **HKD 3,959 thousands** in 2023 to **HKD 4,155 thousands** in 2024[79](index=79&type=chunk) - The decline in results was primarily due to a decrease in exchange gains[79](index=79&type=chunk) [Segment Information](index=27&type=section&id=Segment%20Information) The Group's performance analysis, detailed in Note 6 to the consolidated financial statements, indicates the cessation of the promotion and management services segment and the treatment of robotics education business as a single operating segment - The Group's performance analysis is presented in Note 6 to the consolidated financial statements[80](index=80&type=chunk) [Liquidity and Financial Resources](index=27&type=section&id=Liquidity%20and%20Financial%20Resources) The Group's net current liabilities increased, mainly due to a reduction in cash and cash equivalents, and while major shareholder loans are zero, significant amounts remain payable Liquidity and Financial Resources Summary | Metric | 2024 (HKD thousands) | 2023 (HKD thousands) | | :--- | :--- | :--- | | Net current liabilities | 62,400 | 52,300 | | Cash and cash equivalents | 77,700 | 125,400 | | Prepayments, deposits and other receivables | 5,400 | 3,100 | | Accruals and other payables | 110,200 | 119,500 | | Current tax liabilities | 25,900 | 27,000 | | Contract liabilities | 6,700 | 12,200 | | Loans from a major shareholder | – | 21,500 | - As of March 31, 2024, the Group's net current liabilities were approximately **HKD 62,400 thousands**, an increase from **HKD 52,300 thousands** in 2023[82](index=82&type=chunk) - Cash and cash equivalents decreased from **HKD 125,400 thousands** in 2023 to **HKD 77,700 thousands** in 2024[82](index=82&type=chunk) - Outstanding loans from Shenzhou Communication Investment were reduced to zero in 2024, but amounts due to Shenzhou Communication Investment of **HKD 95,100 thousands** and **HKD 600 thousands** remain payable[81](index=81&type=chunk) [Gearing Ratio](index=28&type=section&id=Gearing%20Ratio) The Group's gearing ratio remained at 0% as of March 31, 2024, consistent with the prior year, indicating no interest-bearing borrowings Gearing Ratio | Metric | 2024 | 2023 | | :--- | :--- | :--- | | Gearing ratio | 0% | 0% | - Gearing ratio is measured as total interest-bearing borrowings as a percentage of equity[84](index=84&type=chunk) [Capital Structure](index=28&type=section&id=Capital%20Structure) No changes occurred in the capital structure during the year - No changes in capital structure occurred during the year[85](index=85&type=chunk) [Pledge of Assets](index=28&type=section&id=Pledge%20of%20Assets) The Group had no assets pledged at the end of the reporting period - As of March 31, 2024, and March 31, 2023, the Group had not pledged any of its assets[86](index=86&type=chunk) [Employees, Remuneration Policy and Staff Costs](index=28&type=section&id=Employees%2C%20Remuneration%20Policy%20and%20Staff%20Costs) The Group experienced a reduction in employee headcount and a corresponding decrease in staff costs, with remuneration policies based on market conditions, performance, qualifications, and experience, complemented by various benefits Employees and Staff Costs Summary | Metric | 2024 | 2023 | | :--- | :--- | :--- | | Number of employees | 56 | 66 | | Staff costs (HKD thousands) | 8,500 | 10,300 | - The number of employees decreased from **66** in 2023 to **56** in 2024[87](index=87&type=chunk) - Staff costs decreased from **HKD 10,300 thousands** in 2023 to **HKD 8,500 thousands** in 2024[87](index=87&type=chunk) - Remuneration policy is determined with reference to market conditions, employee performance, qualifications, and experience, offering benefits such as year-end bonuses, share option schemes, MPF contributions, and group medical plans[87](index=87&type=chunk) [Material Investments or Capital Assets](index=29&type=section&id=Material%20Investments%20or%20Capital%20Assets) The Group had no material investments during the reporting period but is in preliminary discussions for a potential acquisition of equity in an education platform and software company - The Group had no material investments for the years ended March 31, 2024, and March 31, 2023[89](index=89&type=chunk) - The Company is in preliminary discussions regarding a possible acquisition of certain equity interests in an education platform and software company[89](index=89&type=chunk) - No material terms have been agreed upon, nor has a definitive agreement been entered into, and the potential acquisition may or may not proceed[89](index=89&type=chunk) [Material Acquisitions or Disposals of Subsidiaries and Affiliated Companies](index=29&type=section&id=Material%20Acquisitions%20or%20Disposals%20of%20Subsidiaries%20and%20Affiliated%20Companies) No material acquisitions or disposals of subsidiaries occurred during the year - No material acquisitions or disposals of subsidiaries occurred during the year[91](index=91&type=chunk) [Foreign Currency Risk](index=29&type=section&id=Foreign%20Currency%20Risk) The Group primarily conducts business in HKD and RMB, anticipating no significant foreign exchange fluctuation risk, and currently lacks a hedging policy but monitors risk - The Group's revenue, expenses, assets, and liabilities are primarily denominated in HKD and RMB[92](index=92&type=chunk) - The Group does not expect to face significant foreign exchange fluctuation risk[92](index=92&type=chunk) - The Group currently has no foreign currency hedging policy, but management will monitor foreign exchange risk and consider hedging when necessary[92](index=92&type=chunk) [Contingent Liabilities](index=29&type=section&id=Contingent%20Liabilities) The Group had no material contingent liabilities at the end of the reporting period - As of March 31, 2024, and March 31, 2023, the Group had no material contingent liabilities[93](index=93&type=chunk) [Capital Commitments](index=29&type=section&id=Capital%20Commitments) The Group had no material capital commitments at the end of the reporting period - As of March 31, 2024, the Group had no material capital commitments[94](index=94&type=chunk) [Purchase, Sale or Redemption of Shares](index=29&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20Shares) Neither the Company nor its subsidiaries purchased, sold, or redeemed any of the Company's shares during the reporting period, and no shares were held in treasury - Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's shares on GEM during the year ended March 31, 2024[95](index=95&type=chunk) - As of the year ended March 31, 2024, the Company held no treasury shares[95](index=95&type=chunk) [Other Information](index=30&type=section&id=Other%20Information) This section covers additional information including directors' securities transactions, corporate governance practices, dividend recommendations, audit committee activities, auditor's scope of work, and details of the upcoming annual general meeting [Directors' Securities Transactions](index=30&type=section&id=Directors%27%20Securities%20Transactions) The Board has adopted a code of conduct for securities transactions by directors and confirms all directors complied with the required standard of dealing and GEM Listing Rules during the reporting period - The Board has adopted a code of conduct for directors' securities transactions, with terms no less exacting than the required standard of dealing set out in Rules 5.48 to 5.67 of the GEM Listing Rules[97](index=97&type=chunk) - The Company is not aware of any non-compliance by directors with the required standard of dealing and the code of conduct for securities transactions[97](index=97&type=chunk) [Corporate Governance Practices](index=30&type=section&id=Corporate%20Governance%20Practices) The Group adopted and complied with the Corporate Governance Code as set out in Appendix 15 (now Appendix C1) of the GEM Listing Rules throughout the reporting period, with the Board committed to maintaining high standards of corporate governance - The Group has adopted and complied with the practices and code provisions of the Corporate Governance Code as set out in Appendix 15 (revised to Appendix C1 on December 31, 2023) of the GEM Listing Rules throughout the year ended March 31, 2024[98](index=98&type=chunk) - The Board confirms that all directors have complied with the principles and code provisions set out in the Corporate Governance Code throughout the reporting period[99](index=99&type=chunk) [Appropriation](index=30&type=section&id=Appropriation) The directors do not recommend the payment of any dividends for the year - The directors do not recommend the payment of any dividends for the year[100](index=100&type=chunk) [Audit Committee](index=30&type=section&id=Audit%20Committee) The Audit Committee held four meetings during the reporting period, reviewing the Group's internal control systems and various financial reports, and deemed the financial statements compliant with accounting standards and Listing Rules - The Audit Committee held four meetings during the year ended March 31, 2024[101](index=101&type=chunk) - The Audit Committee reviewed the Group's internal control systems, annual report, quarterly reports, interim reports, and continuing connected transactions[101](index=101&type=chunk) - The Audit Committee was of the opinion that the financial statements of the Company and the Group complied with applicable accounting standards and the requirements of the GEM Listing Rules, and that adequate disclosures had been made[102](index=102&type=chunk) [Scope of Work of RSM Hong Kong](index=31&type=section&id=Scope%20of%20Work%20of%20RSM%20Hong%20Kong) RSM Hong Kong, the Group's auditor, reconciled the financial figures in the preliminary announcement with the audited consolidated financial statements, but their work does not constitute an assurance engagement, thus no opinion or assurance conclusion was expressed on the preliminary announcement - RSM Hong Kong has reconciled the figures in the preliminary announcement relating to the Group's consolidated statement of financial position, consolidated statement of profit or loss and other comprehensive income, and related notes for the year ended March 31, 2024, with the amounts in the audited consolidated financial statements[103](index=103&type=chunk) - The work performed by RSM Hong Kong in this regard does not constitute an assurance engagement and consequently no opinion or assurance conclusion is expressed on the preliminary announcement[103](index=103&type=chunk) [Annual General Meeting](index=31&type=section&id=Annual%20General%20Meeting) The Company's upcoming Annual General Meeting will be held on July 26, 2024, with notice to be dispatched to shareholders - The Company's forthcoming Annual General Meeting will be held on Friday, July 26, 2024, at 11:00 a.m. at Conference Room 3006, 30/F, West Tower, Shun Tak Centre, 168–200 Connaught Road Central, Hong Kong[104](index=104&type=chunk) - Notice of the Annual General Meeting will be dispatched to the Company's shareholders[104](index=104&type=chunk)

Financial Performance - For the six months ended September 30, 2023, the group recorded consolidated revenue from continuing operations of approximately HKD 12,485,000, an increase of about 57.6% compared to HKD 7,920,000 for the same period in 2022 [9]. - The group reported a profit of approximately HKD 452,000 for the six months ended September 30, 2023, a decrease from HKD 1,826,000 for the same period in 2022, primarily due to reduced foreign exchange gains [15]. - The gross profit for the six months ended September 30, 2023, was approximately HKD 9,505,000, compared to HKD 4,828,000 for the same period in 2022, reflecting improved revenue [14]. - For the six months ended September 30, 2023, the company generated revenue of HKD 12,485,000, a significant increase from HKD 7,920,000 in the previous year, representing a growth of approximately 57.5% [31]. - The gross profit for the same period was HKD 9,505,000, compared to HKD 4,828,000 in the previous year, indicating a growth of approximately 97.5% [31]. - The company reported a net profit of HKD 456,000 for the six months ended September 30, 2023, compared to HKD 2,334,000 for the same period last year, reflecting a decrease of approximately 80.5% [31]. - The total comprehensive income for the six months ended September 30, 2023, was a loss of HKD 1,824,000, compared to a loss of HKD 16,272,000 in the previous year, showing an improvement [32]. Cash Flow and Liabilities - As of September 30, 2023, the group's current liabilities net value was approximately HKD 55,400,000, compared to HKD 52,300,000 as of March 31, 2023 [19]. - The group's cash and cash equivalents amounted to approximately HKD 85,900,000 as of September 30, 2023, down from HKD 125,400,000 as of March 31, 2023 [19]. - The net cash used in operating activities for the six months ended September 30, 2023, was HKD (14,204,000), compared to HKD (5,620,000) for the same period in 2022, indicating a significant increase in cash outflow [37]. - The net cash generated from investing activities was HKD 88,000 for the six months ended September 30, 2023, down from HKD 258,000 in the previous year [37]. - The net cash used in financing activities was HKD (21,923,000) for the six months ended September 30, 2023, compared to HKD (112,044,000) in the same period of 2022, showing a reduction in cash outflow [37]. - The total cash and cash equivalents decreased by HKD 36,039,000 for the six months ended September 30, 2023, compared to a decrease of HKD 117,406,000 in the previous year [37]. - The company has a net current liability of approximately HKD 55,437,000, indicating significant uncertainty regarding its ability to continue as a going concern [40]. - The company has agreed to defer repayment of HKD 95,100,000 owed to its major shareholder until August 15, 2024, which may provide some financial relief [41]. - The total liabilities as of September 30, 2023, were HKD 217,705,000, a decrease from HKD 232,699,000 as of September 30, 2022 [60]. Employee and Operational Costs - The company employed 67 staff as of September 30, 2023, with employee costs from continuing operations amounting to HKD 4,200,000, an increase from HKD 4,000,000 for the same period last year [24]. - The total employee benefit expenses, including directors' remuneration, for the six months ended September 30, 2023, is HKD 4,207,000, compared to HKD 4,022,000 for the same period in 2022 [65]. - The total short-term benefits for the six months ended September 30, 2023, were HKD 1,647,000, slightly up from HKD 1,595,000 in the same period of 2022 [85]. Corporate Governance and Compliance - The audit committee reviewed the unaudited interim results for the six months ending September 30, 2023, ensuring compliance with applicable accounting standards [102]. - The company has maintained compliance with the corporate governance code throughout the six months ending September 30, 2023 [104]. - The company has adopted a code of conduct for securities trading, which has been adhered to by all directors during the reporting period [105]. Future Outlook and Strategic Initiatives - The group expects stable growth in performance as training courses gradually resume based on student enrollment demand [12]. - The group plans to launch various robot-themed activities in Heilongjiang Province, including a range of robot education courses and teacher training [12]. - The group aims to collaborate with members of the National School Sports Robot Alliance in Heilongjiang Province to plan smart robot classrooms [12]. - The company continues to seek opportunities to enhance shareholder value [26]. - The company is in preliminary discussions regarding a potential acquisition of equity in an education platform and software company, although no significant terms have been reached yet [25]. Shareholder Information - The company has issued and fully paid 1,895,697,017 ordinary shares with a par value of HKD 0.01 each, unchanged from the previous period [79]. - As of September 30, 2023, Mr. Bao Yueqing holds 2,844,000 shares, representing approximately 0.15% of the issued share capital [87]. - As of September 30, 2023, Shenzhou Communication holds 542,042,000 shares, representing 28.59% of the issued share capital [90]. - Shenzhou Communication Investment, a wholly-owned subsidiary of Shenzhou Communication, also holds 542,042,000 shares, equating to 28.59% [91]. - Yang Shaohui owns 191,041,256 shares, which is 10.08% of the total issued share capital [90]. - There are no other individuals with a disclosed interest or short position in the company's shares as of September 30, 2023 [92].

（於開曼群島註冊成立之有限公司） （股份代號：8206） 中 期 業 績 公 佈 截 至 二 零 二 三 年 九 月 三 十 日 止 六 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 相 比 起 其 他 在 聯 交 所 上 市 的 公 司 帶 有 較 高 投 資 風 險 的 中小型公司提供一個上市的市場。有意投資人士應瞭解投資該等公司的 潛 在 風 險，並 應 經 過 審 慎 周 詳 考 慮 後 方 作 出 投 資 決 定。GEM的 較 高 風 險 及其他特色表示GEM較適合專業及其他資深投資者。 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 板買賣的證券容易受到市場波動的影響。在GEM買賣的證券亦不保證會 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佈之內容概不負責，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佈全部或任 何部份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。 本公佈（神通機器人教育集團有限公司（「本公司」，連同其附屬公司統稱「本 集團」）各董事（「董事」）願就此共同及個別承擔全部責任）乃遵照聯 ...

Financial Performance - The group recorded revenue from continuing operations of approximately HKD 5,910,000 for the three months ended June 30, 2023, representing an increase of about 219.1% compared to HKD 1,852,000 for the same period in 2022[6] - The loss for the period was approximately HKD 4,000, compared to a loss of HKD 1,406,000 for the same period in 2022[6] - The basic loss per share for the three months ended June 30, 2023, was HKD 0.0002, compared to HKD 0.0742 for the same period in 2022[12] - The gross profit for the three months ended June 30, 2023, was HKD 4,520,000, compared to HKD 282,000 for the same period in 2022[12] - The group recorded a pre-tax profit of HKD 518,000 for the three months ended June 30, 2023, compared to a pre-tax loss of HKD 1,011,000 for the same period in 2022[12] - The total comprehensive income for the period was a loss of HKD 13,171,000[16] - The group’s equity decreased to HKD 54,172,000 as of June 30, 2023, from HKD 52,843,000 as of April 1, 2023[16] - The group’s accumulated losses increased to HKD 1,420,019,000 as of June 30, 2023[16] Future Outlook - The group expects further growth in revenue as demand for courses recovers post-pandemic, with a focus on in-person classes due to their popularity among students and parents[8] - The group anticipates stable growth in performance as more training courses resume based on student enrollment demand[8] - The group plans to launch various robot-themed activities in Heilongjiang Province, aiming to promote smart education and enhance the development of robot education in China[9] - The group plans to actively participate in national robot education development strategies to cultivate talents in the robot industry[9] Financial Position - As of June 30, 2023, the group's net current liabilities amounted to HKD 55,558,000[19] - The group agreed to delay the repayment of HKD 95,100,000 owed to a major shareholder until August 15, 2024[22] - The group continues to rely on financial support from its major shareholder to meet operational funding needs[21] - The board believes that the going concern basis is appropriate for preparing the financial statements despite uncertainties[21] Tax and Other Financial Adjustments - The adoption of HKAS 12 (Revised) resulted in a deferred tax asset and liability adjustment, impacting the financial statements[23] - The income tax expense for the three months ended June 30, 2023, was HKD 605,000, while there was no tax provision for the same period in 2022[36] - The company’s deferred tax liabilities decreased to HKD 1,670,000 as of June 30, 2023, from HKD 1,781,000 as of March 31, 2023[26] Shareholder and Management Information - The company did not declare or recommend any dividends for the three months ended June 30, 2023, consistent with the same period in 2022[39] - The company is continuously seeking opportunities to enhance shareholder value[58] - The total compensation for directors and key management was HKD 832 thousand in 2023, compared to HKD 780 thousand in 2022, reflecting a 6.67% increase[48] - Total short-term benefits for directors and key management increased to HKD 819 thousand in 2023, up from HKD 767 thousand in 2022, a growth of 6.78%[48] Corporate Governance - The audit committee reviewed the unaudited first quarter results for the three months ended June 30, 2023, and confirmed compliance with applicable accounting standards and GEM listing rules[65] - The board of directors confirmed adherence to the corporate governance code principles and provisions during the three months ended June 30, 2023[66] - The company has adopted a code of conduct for securities trading by directors, ensuring compliance with GEM listing rules[68] Other Financial Activities - The company recognized government subsidies of HKD 54,000 for the three months ended June 30, 2023, down from HKD 72,000 in the same period of 2022[30] - The interest income for the three months ended June 30, 2023, was HKD 0, compared to HKD 136,000 in the same period of 2022[34] - The company incurred financing costs of HKD 50,000 for the three months ended June 30, 2023, compared to HKD 485,000 in the same period of 2022[34] - The depreciation of property, plant, and equipment for the three months ended June 30, 2023, was HKD 3,000, down from HKD 13,000 in the same period of 2022[38] - The company provided service fee discounts totaling HKD 1,061 thousand during the three months ended June 30, 2023, compared to HKD 1,125 thousand in the same period of 2022[47] - The company did not buy or redeem any of its shares on the GEM during the three months ended June 30, 2023[63] - There were no significant acquisitions or disposals of subsidiaries during the period[57] - The company has not granted, exercised, canceled, or allowed any stock options to expire during the three months ended June 30, 2023[60] - The company is in preliminary discussions for a potential acquisition of equity in an education platform and software company, although no significant terms have been reached yet[57] - Shenzhou Communication holds a 28.59% stake in the company, with 542,042,000 shares[53] - Revenue from Shenzhou Communication's promotional and management services was HKD 0 thousand in 2023, down from HKD 19 thousand in 2022[47] - Interest income from interest-free loans from Shenzhou Communication Investment increased to HKD 1,100 thousand in 2023 from HKD 600 thousand in 2022, representing an 83.33% increase[47]

（於開曼群島註冊成立之有限公司） （股份代號：8206） 第 一 季 度 業 績 公 佈 截 至 二 零 二 三 年 六 月 三 十 日 止 三 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 相 比 起 其 他 在 聯 交 所 上 市 的 公 司 帶 有 較 高 投 資 風 險 的 中小型公司提供一個上市的市場。有意投資人士應瞭解投資該等公司的 潛 在 風 險，並 應 經 過 審 慎 周 詳 考 慮 後 方 作 出 投 資 決 定。GEM的 較 高 風 險 及其他特色表示GEM較適合專業及其他資深投資者。 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 板買賣的證券容易受到市場波動的影響。在GEM買賣的證券亦不保證會 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佈之內容概不負責，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佈全部或任 何部份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。 本公佈（神通機器人教育集團有限公司（「本公司」，連同其附屬公司統稱「本 集團」）各董事（「董事」）願就此共同及個別承擔全部責任） ...

Financial Performance - For the fiscal year ending March 31, 2023, the group recorded total revenue of approximately HKD 15,602,000, representing an increase of about 30.1% compared to HKD 11,988,000 for the previous fiscal year[10] - The group reported a net loss of approximately HKD 3,579,000 for the fiscal year ending March 31, 2023, significantly improved from a net loss of HKD 82,848,000 in the previous year[10] - The gross profit for the fiscal year ending March 31, 2023, was approximately HKD 7,998,000, a significant improvement from a gross loss of HKD 4,592,000 in the previous year[16] - The group’s pre-tax loss for the fiscal year ending March 31, 2023, was HKD (2,648,000), an improvement from HKD (104,604,000) in the previous year[7] - The group’s basic loss per share for the fiscal year ending March 31, 2023, was HKD (0.19), compared to HKD (4.37) in the previous year[7] Assets and Liabilities - Total assets as of March 31, 2023, amounted to HKD 131,895,000, a decrease from HKD 275,048,000 in the previous year[8] - Total liabilities as of March 31, 2023, were HKD 184,738,000, down from HKD 309,100,000 in the previous year[8] - As of March 31, 2023, the company's current liabilities net worth was approximately HKD 52,300,000, compared to HKD 78,200,000 the previous year[21] - The company has fully repaid its bills payable amounting to approximately HKD 94,400,000 as of March 31, 2023[19] - The capital debt ratio as of March 31, 2023, was 0%, a significant improvement from 597.6% the previous year[23] Business Strategy and Operations - The group has ceased its promotion and management business to focus resources on the recovery of its robotics education and training business post-pandemic[11] - The group anticipates a gradual recovery in training course operations as government restrictions are lifted, with expected stable growth in performance[11] - The group expects to gradually restore more training courses based on student enrollment demand following the easing of current government restrictions[11] - The company plans to launch various robot-themed activities in Heilongjiang Province, aiming to promote smart education and international development in robotics education[16] Corporate Governance - The board of directors consists of five members, including two executive directors and three independent non-executive directors[50] - The company adopted the corporate governance code as per GEM listing rules, ensuring compliance throughout the fiscal year[45] - The board is responsible for leading the group in an ethical and accountable manner, establishing overall strategic direction[53] - The company encourages directors to participate in relevant training courses, with costs covered by the company[54] - The board will continue to review its corporate governance practices to ensure compliance with the established code[45] Environmental, Social, and Governance (ESG) - The company aims to balance business expansion with stakeholder interests through a sustainable development framework focusing on environmental protection and resource management[98] - The company is committed to integrating ESG elements into all operational aspects and business decisions[98] - The board believes that a robust ESG strategy can enhance the company's investment value and provide long-term returns to stakeholders[102] - The company has established an ESG governance framework with clear responsibilities to successfully implement its sustainable development strategy[102] - The company emphasizes compliance with laws and regulations, ensuring integrity and compliance in operations[105] Employee and Workplace - The company employed 66 staff members as of March 31, 2023, down from 84 the previous year, with employee costs amounting to approximately HKD 10,300,000[26] - The company maintained a 100% full-time employment status for all employees[139] - The average training hours for male employees was 0.93 hours, while for female employees it was 0.46 hours[150] - The company provided social insurance benefits in accordance with local labor laws, including pension, medical, unemployment, work injury, and maternity insurance[142] - No employees were injured or died due to work-related incidents in the past three years, including the reporting period[146] Environmental Impact - The company is focused on environmental protection and reducing greenhouse gas emissions as part of its community engagement efforts[109] - The total greenhouse gas emissions for Scope 1 decreased to 17.95 tons from 24.87 tons, representing a reduction of approximately 28.5%[165] - The total greenhouse gas emissions for Scope 2 decreased to 21.89 tons from 26.72 tons, representing a reduction of approximately 18.3%[165] - The total electricity consumption decreased to 35.38 MWh from 41.76 MWh, a reduction of approximately 15.3%[165] - The company has not reported any confirmed violations related to environmental protection during the reporting period[117] Shareholder Communication - The company has reviewed the effectiveness of its shareholder communication policy and deemed it appropriate and effective for the fiscal year ending March 31, 2023[85] - The company emphasizes shareholder communication and ensures that all resolutions at the annual general meeting are voted on to protect shareholder interests[86] - Shareholders holding at least 10% of voting rights can request the board to convene a general meeting within 21 days of submission[82] Future Outlook - The company has set a future outlook with a revenue guidance of $500 million for the next fiscal year, indicating a growth target of 10%[40] - The company plans to invest $20 million in R&D for new technologies in the upcoming year[40] - The management team emphasized a focus on improving operational efficiency, aiming for a 15% reduction in costs[40]

（於開曼群島註冊成立之有限公司） （股份代號：8206） 全 年 業 績 公 佈 截 至 二 零 二 三 年 三 月 三 十 一 日 止 年 度 香港聯合交易所有限公司（「聯交所」）GEM的特色 GEM的 定 位 乃 為 相 比 起 其 他 在 聯 交 所 上 市 的 公 司 帶 有 較 高 投 資 風 險 的 中小型公司提供一個上市的市場。有意投資人士應了解投資該等公司的 潛 在 風 險，並 應 經 過 審 慎 周 詳 考 慮 後 方 作 出 投 資 決 定。GEM的 較 高 風 險 及其他特色表示GEM較適合專業及其他資深投資者。 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 板買賣的證券容易受到市場波動的影響。在GEM買賣的證券亦不保證會 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佈之內容概不負責，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佈全部或任 何部份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。 本公佈（神通機器人教育集團有限公司（「本公司」，連同其附屬公司統稱「本 集團」）各董事（「董事」）願就此共同及個別承擔全部責任）乃遵照聯 ...

Financial Performance - The group recorded consolidated revenue of approximately HKD 12,216,000 for the nine months ended December 31, 2022, representing an increase of approximately 27.1% compared to HKD 9,613,000 for the same period in 2021[9]. - The profit attributable to the owners of the company for the nine months ended December 31, 2022, was approximately HKD 231,000, a significant improvement from a loss of approximately HKD 78,698,000 for the same period in 2021[10]. - The earnings per share for the nine months ended December 31, 2022, was approximately HKD 0.01, compared to a loss per share of HKD 4.15 for the same period in 2021[10]. - The group reported a gross profit of HKD 7,252,000 for the nine months ended December 31, 2022, compared to HKD 3,605,000 for the same period in 2021[17]. - The group recorded a net loss of HKD 1,491,000 for the three months ended December 31, 2022, compared to a loss of HKD 72,810,000 for the same period in 2021[19]. - As of December 31, 2022, the total comprehensive income for the nine months was a loss of HKD 15,617,000, compared to a loss of HKD 69,653,000 for the same period in 2021, indicating a significant improvement[21]. - The company reported a net loss of approximately HKD 1,491,000 for the three months ended December 31, 2022, compared to a net loss of HKD 72,810,000 for the same period in 2021[41]. - For the nine months ended December 31, 2022, the company achieved a net profit of approximately HKD 231,000, contrasting with a net loss of HKD 78,698,000 for the same period in 2021[41]. Revenue Sources - The group generated HKD 12,163,000 from robot education courses in the nine months ended December 31, 2022, compared to HKD 9,461,000 in the previous year, representing a 28.6% growth[31]. - The group experienced a decrease in revenue from promotion and management services due to the negative impact of COVID-19 on clients' businesses[12]. - The group anticipates a gradual recovery in training courses and performance as government restrictions are lifted and demand from students increases[15]. - The group expects that the increasing vaccinated population and effective containment measures will positively impact revenue recovery[13]. Financial Position - The company's total liabilities as of December 31, 2022, were approximately HKD 49,669,000, reflecting a critical uncertainty regarding the group's ability to continue as a going concern[24]. - The net current liabilities as of December 31, 2022, were approximately HKD 49,504,000, highlighting potential liquidity challenges[24]. - The total equity as of December 31, 2022, was HKD (49,669,000), reflecting a decrease from HKD (31,613,000) as of December 31, 2021[21]. Dividends and Shareholder Information - The group did not recommend the payment of dividends for the nine months ended December 31, 2022[10]. - The company did not declare or propose any dividends for the three months and nine months ended December 31, 2022, consistent with the same periods in 2021[40]. - As of December 31, 2022, the total shares held by the director Bao Yueqing amounted to 2,844,000, representing approximately 0.15% of the issued share capital[48]. - The major shareholder, Shenzhou Communication, holds 542,042,000 shares, accounting for 28.59% of the issued share capital[50]. - Yang Shaohui owns 191,041,256 shares, which is approximately 10.08% of the issued share capital[50]. - The company has not conducted any buybacks or repurchases of its shares during the nine months ending December 31, 2022[56]. Governance and Compliance - The audit committee has reviewed the unaudited third-quarter results for the nine months ending December 31, 2022, ensuring compliance with applicable accounting standards and GEM listing rules[59]. - The company has adopted a code of conduct for securities trading, which complies with GEM listing rules[61]. - The board of directors confirmed adherence to corporate governance principles during the nine months ending December 31, 2022[60]. - The company has no competitive interests that could conflict with its business operations[57]. - The board consists of five members, including the executive director and chairman He Chenguang[63]. Other Financial Metrics - Interest income for the nine months ended December 31, 2022, was HKD 263,000, down from HKD 485,000 in the same period of 2021[33]. - Total financing costs for the nine months ended December 31, 2022, amounted to HKD 1,544,000, down from HKD 1,779,000 in the same period of 2021[35]. - The company reported depreciation expenses of HKD 1,527,000 for right-of-use assets for the nine months ended December 31, 2022, compared to HKD 1,692,000 for the same period in 2021[38]. - The company recorded a total employee benefit expense of HKD 8,768,000 for the nine months ended December 31, 2022, compared to HKD 8,249,000 for the same period in 2021[38]. - The company received loans from a related party amounting to HKD 4,100,000 for the nine months ended December 31, 2022, down from HKD 4,750,000 in the same period of 2021[44]. - The company reported a total of HKD 3,034,000 in service fee discounts granted by related parties for the nine months ended December 31, 2022[44]. - The company did not incur any tax provisions for Hong Kong profits tax and China corporate income tax due to no taxable profits generated in the respective periods[37]. - The company received government grants totaling HKD 104,000 during the nine months ended December 31, 2022[33]. - The company incurred a foreign exchange loss of HKD 792,000 for the three months ended December 31, 2022, compared to a loss of HKD 606,000 in the same period of 2021[34]. - No options granted under the 2013 share option scheme remain unexercised as of December 31, 2022[54].

香港聯合交易所有限公司（「聯交所」）GEM的特色 GEM的定位乃為相比起其他在聯交所上市的公司帶有較高投資風險的中小型公司提供一個上 市的市場。有意投資人士應瞭解投資該等公司的潛在風險，並應經過審慎周詳考慮後方作出 投資決定。GEM的較高風險及其他特色表示GEM較適合專業及其他資深投資者。 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的證券容易 受到市場波動的影響。在GEM買賣的證券亦不保證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倚賴該等內容而引 致之任何損失承擔任何責任。 本報告（神通機器人教育集團有限公司（「本公司」，連同其附屬公司統稱「本集團」）各董事（「董 事」）願就此共同及個別承擔全部責任）乃遵照聯交所GEM證券上市規則（「GEM上市規則」）提 供有關本公司的資料。各董事經作出一切合理查詢後確認，就彼等所深知及確信：(1)本報告 所載資料在各重大方面均屬準確、完整且無誤導或欺詐成分；及(2)本報告並無遺漏其他事實， 致使本報告或其所載任何聲明產生 ...