Revenue and Financial Performance - For the six months ended September 30, 2022, Bingo Group Holdings Limited generated revenue of HK$1.8 million and gross profit of HK$1.1 million from its Cinema Business, a decrease from HK$3.4 million and HK$1.9 million respectively in the corresponding period of 2021[20]. - The ongoing challenges from COVID-19 have led to a significant decrease in revenue compared to previous periods, affecting overall financial performance[20]. - The Group recorded a total turnover of approximately HK$1.8 million, representing a decrease of approximately HK$1.6 million compared to approximately HK$3.4 million in the corresponding period[37]. - Revenue for the three months ended September 30, 2022, was HK$1,414,000, a decrease of 8.2% compared to HK$1,540,000 for the same period in 2021[76]. - Total revenue for the six months ended September 30, 2022, was HK$1,815,000, down 46.1% from HK$3,370,000 for the same period in 2021[96]. - Loss for the period was approximately HK$5.9 million, a decrease of approximately HK$2.3 million from the loss of HK$8.2 million in the corresponding period, primarily due to tightened cost control measures[37]. - The loss before taxation for the six months ended September 30, 2022, was HK$5,899,000, compared to a loss of HK$8,153,000 for the same period in 2021[103]. - The company reported a total comprehensive loss for the period of HK$4,606,000, compared to a loss of HK$5,899,000 in the previous year[92]. Cinema Business Operations - The Cinema Business has become the prime revenue generator for the Group during the Period, despite the significant impact of COVID-19 on operations, including closures in Shanghai from early March 2022 to late July 2022[20]. - The cinema operations faced significant disruptions due to COVID-19, with cinemas in Shanghai and Hangzhou closed from early March 2022 to late July 2022, leading to a substantial decline in revenue[23]. - The Group's cinemas in Hangzhou and Shanghai were reopened in August 2020, but faced further disruptions due to COVID-19 outbreaks[20]. - The Group plans to focus on investment opportunities in cinemas and popular films, as well as online game development, intellectual property licensing, and the cultural industry in China[62]. Filmed Entertainment and New Ventures - No revenue was generated from the Filmed Entertainment Business during the Period as no suitable business opportunities were identified[21]. - The management is actively seeking suitable business opportunities in the Filmed Entertainment sector, although no targets were identified during the Period[21]. - The Group continues to focus on Filmed Entertainment, New Media Exploitations, Licensing Businesses, and Cinema Business as its core operations[18]. - A joint venture with Lechuang Holdings was established for VR and MR project development, with Bingo Movie providing a loan of between HK$25 million and HK$35 million for investment[26]. - The company remains optimistic about the long-term development of VR and MR projects despite the adverse impact of COVID-19 on the business environment[26]. - The company aims to leverage its film production and licensing experience to explore new entertainment forms, particularly in the growing LARP market[32]. - The LARP market has rapidly developed and is popular among younger consumers in China, presenting a significant opportunity for the company[32]. Financial Position and Assets - As of 30 September 2022, total assets were approximately HK$28.0 million, down from HK$35.4 million as of 31 March 2022, with cash and cash equivalents of approximately HK$26.7 million[38]. - Current assets as of September 30, 2022, totaled HK$27,314,000, a decrease from HK$34,285,000 as of March 31, 2022[80]. - Net current assets as of September 30, 2022, were HK$15,054,000, down from HK$19,541,000 as of March 31, 2022[85]. - Total consolidated assets as of September 30, 2022, were HK$27,968,000, down from HK$35,407,000 as of March 31, 2022[103]. - Total consolidated liabilities as of September 30, 2022, were HK$27,833,000, compared to HK$30,760,000 as of March 31, 2022[103]. Cost Management and Expenses - Administrative expenses decreased from approximately HK$8.4 million in the corresponding period to approximately HK$7.0 million for the period[37]. - The company reported a significant reduction in administrative expenses, which were HK$3,493,000 for the three months ended September 30, 2022, compared to HK$4,052,000 in the same period of 2021[76]. - Total staff costs, including directors' remuneration, were approximately HK$3.2 million during the period, down from approximately HK$4.9 million in the corresponding period[53]. - The company incurred staff costs of HK$1,633,000 for the six months ended 30 September 2022, compared to a credit of HK$222,000 in 2021[133]. Joint Ventures and Strategic Partnerships - A framework agreement was signed with Guangzhou Jiu De Cultural and Technology Company for a joint venture to develop augmented reality digital live action role-playing game (LARP) projects[30]. - The joint venture with Jiu De was established in May 2022, but business operations have not yet commenced[36]. - A joint venture agreement was signed on October 27, 2022, with a total share capital of HKD 2,000,000, involving High Art, Memorigin, and Topping Mark[68]. - High Art will contribute HKD 1,200,000, while Memorigin and Topping Mark will contribute HKD 400,000 each to the joint venture[69]. - The joint venture aims to establish a brand focused on manufacturing tourbillon watches, marking a strategic market expansion[181]. - The joint venture agreement is part of the Company's strategy to enhance its market presence and product offerings in the luxury watch segment[180]. Share Capital and Equity - The total number of issued ordinary shares remained at 102,645,000 as of 30 September 2022, with a par value of HK$0.1 each[170]. - The share consolidation on 16 March 2022 combined every ten existing shares of HK$0.01 into one consolidated share of HK$0.1[171]. - As of September 30, 2022, the total issued share capital of the Company was 102,644,466 shares[188]. - Convertible bonds with a principal amount of HK$19,000,000 were issued to Mr. Chiau, which can be converted into 69,090,090 shares upon full exercise[188]. - The company’s total equity attributable to owners of the company was HK$4,647,000 as of September 30, 2022[86]. Risks and Market Conditions - The Group's performance highlights the volatility and risks associated with operating in the entertainment sector, particularly under pandemic conditions[20]. - The financial report indicates a need for strategic adjustments in response to market conditions and ongoing pandemic challenges[20]. - The company did not derive any assessable profits in Hong Kong or taxable profits in its PRC subsidiaries for the six months ended 30 September 2022[134].

BINGO GROUP HOLDINGS LIMITED BINGO GROUP HOLDINGS LIMITED 比高集團控股有限公司 比高集團控股有限公司 (Incorporated in the Cayman Islands with limited liability) (Incorporated in the Cayman Islands with limited liability) Stock Code 股份代號: 8220 (於開曼群島註冊成立之有限公 司 ) Stock Code 股份代號: 8220 (於開曼群島註冊成立之有限公 司 ) 2022/23 CHARACTERISTICS OF GEM OF THE STOCK EXCHANGE OF HONG KONG LIMITED (THE "STOCK EXCHANGE") GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be at ...

Financial Performance - The Cinema Business became the prime revenue generator for the Group, generating approximately HK$8.5 million in revenue and HK$4.9 million in gross profit during the Year, an increase from HK$6.9 million and HK$3.9 million in the previous year[13]. - The Group recorded a total turnover of approximately HK$8.5 million for the year, representing an increase of approximately HK$1.6 million compared to approximately HK$6.9 million in the previous year[26]. - The cinema business generated revenue and gross profit of approximately HK$8.5 million and HK$4.9 million respectively, compared to HK$6.9 million and HK$3.9 million in the previous year, indicating growth[26]. - The loss for the year was approximately HK$14.7 million, a decrease of approximately HK$10.2 million from the loss of HK$24.9 million in the previous year, primarily due to tightened cost control measures[26]. - Administrative expenses decreased from approximately HK$22.2 million in the previous year to approximately HK$15.8 million for the year[26]. - The Group's cinema operations were impacted by COVID-19, but the revenue increased this year due to fewer lockdown periods compared to the previous year[26]. Joint Ventures and Investments - The joint venture company formed with Lechuang Holdings will focus on investment and development of VR (Virtual Reality) and MR (Mixed Reality) projects, with Bingo Movie holding 49% of the share capital[14]. - The Group has established a joint venture with Guangzhou Jiu De Cultural and Technology Company Limited for the development of augmented reality digital live action role-playing game (LARP) projects[19][20]. - Bingo Movie will advance a loan of not less than HK$25 million and not more than HK$35 million to the joint venture for investment and development of relevant VR and MR projects[21]. - The partnership with Jiu De is expected to leverage the strengths of both parties and tap into the growing LARP market in China[24][27]. - The joint venture was officially established in May 2022, following the framework agreement signed in December 2021[25][28]. - The Group plans to focus on locating other business opportunities with significant potential, including online game development and investments in the cultural industry in China[64]. - The Group is optimistic about the growth potential in the VR and MR investment projects, having entered into a joint venture agreement with Lechuang Holdings in February 2018[67]. - The entertainment business, including VR and MR, has been significantly impacted by COVID-19, with no suitable investment targets identified during the year[67]. Corporate Governance - The Company emphasizes high standards of corporate governance to effectively monitor business activities and protect shareholder interests[85]. - The Company complies with the mandatory provisions of the Corporate Governance Code, with some deviations noted in specific sections[86]. - The Board consists of seven Directors, including five executive Directors and two independent non-executive Directors, ensuring a balance of expertise and oversight[96]. - Directors' emoluments are determined based on their duties, the Company's performance, and current market conditions, with details disclosed in the financial statements[95]. - All Directors participated in continuous professional development activities during the Year to enhance their knowledge and skills[103]. - The Company has arranged appropriate insurance coverage for Directors and senior management against legal actions arising from corporate activities, reviewed annually[104]. - The Company has adopted a code of conduct for securities transactions by Directors, ensuring compliance with GEM Listing Rules[87]. - The Board is responsible for major decision-making and must approve significant transactions before they are executed[88]. - The Company regularly reviews the composition of the Board to maintain an appropriate balance of skills and experience[94]. - Independent non-executive Directors have confirmed their independence in accordance with GEM Listing Rules, and the Company considers them independent[97]. - The company does not have a Chairman of the Board and Chief Executive Officer as of March 31, 2022, and is in the process of finding suitable candidates for these positions[110]. - The Board considers that existing members can share the responsibilities of the Chairman and Chief Executive Officer[110]. - The company has arranged appropriate directors' and senior officers' liability insurance, which will be reviewed annually[107]. - The Board's significant decisions are made in Board meetings, with all members having the right to propose meetings to discuss significant issues[111]. - The company secretary is responsible for summarizing agenda items and circulating them to all Board members[117]. - The Board members share the responsibility to ensure good corporate governance practices and procedures are established[117]. - The company has a practice of discussing corporate governance issues in meetings to approve interim and annual results[117]. - The attendance of directors at Board meetings and committee meetings is documented, with some directors attending all meetings[108]. - The roles of Chairman and Chief Executive should be separate, as per the Corporate Governance Code[111]. - The Board has appointed Ms. CHOI Mei Ping, an independent non-executive Director, as the chairman of the Nomination Committee on April 8, 2022[126]. - The Company has three independent non-executive Directors, which complies with Rule 5.05A of GEM Listing Rules after the resignation of Mrs. CHIN CHOW Chung Hang Roberta on June 30, 2021[137]. - The non-executive Directors are subject to re-election at the annual general meeting of the Company in accordance with the Articles[135]. - The Board's practice is to appoint an executive Director as the chairman of the Nomination Committee to lead business development[126]. - The remuneration committee of the Board consults with Ms. CHOW Man Ki Kelly, an executive Director and major shareholder, regarding remuneration proposals for other executive Directors[127]. - The Company Secretary reports to the executive Directors, ensuring effective communication within the Board[129]. - The Board consists of ten members, with independent non-executive Directors holding veto power over nominations deemed inappropriate[126]. - One-third of the Directors must retire from office by rotation, with each Director subject to retirement at least once every three years[136]. - The Company has established a culture of openness and debate, encouraging non-executive Directors to contribute effectively[122]. - The independent non-executive Directors hold at least one meeting annually to discuss significant issues without influence from executive Directors[120]. - The Company has established a Remuneration Committee comprising all independent non-executive Directors and one executive Director, focusing on remuneration policies and structures for Directors and senior management[152]. - The primary goal of the executive remuneration packages is to motivate executive Directors and senior management by linking their remuneration to the Group's operational results, individual performances, and comparable market statistics[154]. - The Nomination Committee is responsible for reviewing the structure, size, and composition of the Board, and making recommendations for the appointment or reappointment of Directors[160]. - The Directors acknowledge their responsibility for preparing consolidated financial statements that provide a true and fair view of the Group's financial position[143]. - The Company Secretary undertook over 15 hours of professional training during the Year to enhance skills and knowledge[145]. - The Board is satisfied with the effectiveness of its corporate governance policy after reviewing and discussing it[142]. Risk Management and Internal Controls - The Board has overall responsibility for the Group's risk management system and internal controls systems, ensuring effective risk management functions are maintained[192]. - The Company has engaged independent professional advisors to conduct an annual review of the risk management and internal control systems, which were deemed effective and adequate[194]. - A phased improvement plan has been implemented to enhance internal controls and risk management, focusing on a risk-based approach to risk identification and assessment[187]. - The internal controls model is based on the COSO framework, which includes five components: Control Environment, Risk Assessment, Control Activities, Information and Communication, and Monitoring[186]. - The Company aims to integrate internal controls and risk management into business processes, including annual budgeting and planning[188]. - No significant areas of concern affecting financial, operational, compliance controls, and risk management functions were identified during the annual review[194]. - The Company has established a policy for handling and disseminating inside information to comply with statutory and listing rule disclosure requirements[196]. - Management reporting to the Audit Committee has been enhanced, including special reports on selected risk topics[187]. - The risk management process is practiced across business operations and functional areas, ensuring comprehensive risk identification and mitigation[192]. - The Company has adopted a holistic approach to risk management, considering ongoing improvement plans and other strategic initiatives[190].

Revenue and Profit Performance - During the nine months ended 31 December 2021, Bingo Group Holdings Limited generated approximately HK$6.1 million in revenue and HK$3.5 million in gross profit from its Cinema Business, representing an increase from HK$3.5 million and HK$2.0 million in the corresponding period of 2020[22]. - The increase in revenue and gross profit from the Cinema Business indicates a recovery trend following the pandemic's impact on operations[22]. - The Group recorded a total turnover of approximately HK$6.1 million for the Period, representing an increase of approximately HK$2.6 million compared to approximately HK$3.5 million in the Corresponding Period[40]. - The Company reported a turnover of HK$2,697,000 for the three months ended December 31, 2021, compared to HK$2,237,000 in the same period of 2020, representing a 20.5% increase[55]. - Gross profit for the three months ended December 31, 2021, was HK$1,589,000, up from HK$1,301,000 in the previous year, indicating a 22.1% growth[55]. - The company reported a total comprehensive loss for the period of HK$10,433,000[128]. - The company experienced a loss for the period of HK$10,170,000[128]. Business Strategy and Focus - The Group continues to focus on Filmed Entertainment, New Media Exploitations, Licensing Businesses, and Cinema Business as part of its operational strategy[21]. - The Group's strategic focus on cinema investment and management is expected to drive future growth[19]. - The management discussion highlights the importance of adapting to market conditions and identifying new opportunities for expansion[19]. - The Company plans to focus on investment opportunities in the PRC cinema industry and online game development, despite the ongoing impact of COVID-19[44]. - The Group's management remains committed to exploring suitable business opportunities in the entertainment sector despite the lack of revenue in the Filmed Entertainment segment[23]. Financial Challenges and Recovery - The overall performance during the period reflects the ongoing challenges and recovery efforts in the cinema industry post-COVID-19[22]. - The loss for the Period was approximately HK$10.9 million, a decrease of approximately HK$7.7 million compared to the loss of HK$18.6 million in the Corresponding Period[40]. - Total comprehensive loss for the nine months ended December 31, 2021, was HK$11,137,000, down from HK$18,926,000 in the previous year, reflecting a reduction of approximately 41%[57]. - The cinema businesses in China may face further challenges if there is a resurgence of COVID-19 variants[43]. Share Capital and Options - The Company has changed its share capital structure, proposing a consolidation of shares from ten existing shares of HK$0.01 each into one new share of HK$0.10[42]. - As of December 31, 2021, the total issued share capital of the company was 1,026,444,669 shares[132]. - The total number of options granted includes 342,000,000 for 2016A and 159,000,000 for 2017A, with various exercise periods[77]. - The Company has issued convertible bonds totaling HK$25,000,000, with Mr. CHIAU Sing Chi converting HK$15,000,000 in 2015 and redeeming HK$10,000,000 in June 2020[71]. - The Company adopted a share option scheme on August 15, 2012, allowing the Board to offer share options to employees and directors[135]. Governance and Compliance - The audit committee reviewed the unaudited results for the nine months ended December 31, 2021, ensuring compliance with applicable accounting standards and GEM Listing Rules[190]. - The Audit Committee has been established in accordance with GEM Listing Rules, consisting of three independent non-executive directors[193]. - All Directors have complied with the required standard of dealings regarding securities transactions throughout the nine months ended December 31, 2021[200]. Future Outlook and Opportunities - The Company is exploring business opportunities in augmented reality digital live action role-playing game (LARP) projects through a joint venture with Guangzhou Jiu De Cultural and Technology Company Limited[30]. - The Company is optimistic about the development of LARP projects in cooperation with Jiu De, with a formal agreement expected to be finalized soon[49]. - The Company is exploring growth potential in the VR and MR industry through a joint venture established in February 2018[48]. - The Company has not provided specific guidance on future performance or market expansion strategies in the available documents[114].

Financial Performance - For the three months ended December 31, 2021, the company reported revenue of HKD 2,697,000, an increase from HKD 2,237,000 in the same period of 2020, representing a growth of approximately 20.6%[4] - For the nine months ended December 31, 2021, total revenue reached HKD 6,067,000, compared to HKD 3,501,000 for the same period in 2020, indicating a significant increase of about 73.3%[4] - The gross profit for the three months ended December 31, 2021, was HKD 1,589,000, up from HKD 1,301,000 in the prior year, reflecting a growth of approximately 22.1%[4] - The company reported a loss before tax of HKD 2,709,000 for the three months ended December 31, 2021, compared to a loss of HKD 2,732,000 in the same period of 2020, showing a slight improvement[4] - The total comprehensive loss for the nine months ended December 31, 2021, was HKD 10,862,000, a decrease from HKD 18,570,000 in the same period of 2020, indicating a reduction of approximately 41.7%[4] - The basic and diluted loss per share for the nine months ended December 31, 2021, was HKD 1.13, compared to HKD 1.92 for the same period in 2020, representing an improvement of about 41.1%[4] Expenses and Liabilities - The company incurred administrative expenses of HKD 12,165,000 for the nine months ended December 31, 2021, compared to HKD 17,065,000 in the same period of 2020, reflecting a decrease of approximately 28.8%[4] - The company’s financing costs for the nine months ended December 31, 2021, were HKD 6,000, a significant decrease from HKD 58,000 in the same period of 2020, showing a reduction of approximately 89.7%[4] - The company’s total liabilities increased to HKD 18,555,000 as of December 31, 2021, compared to HKD 15,000,000 as of December 31, 2020, indicating a rise of approximately 23.7%[4] Income and Gains - The company reported other income and net gains of HKD 976,000 for the nine months ended December 31, 2021, compared to HKD 1,837,000 in the same period of 2020, indicating a decline of about 46.9%[4] - The company reported a total of HK$421 million in other income for the year, compared to HK$146 million in the previous year[18] - Interest income for the period was HK$48 million, a decrease from HK$50 million in the previous period, while total other income reached HK$167 million, down from HK$755 million[18] - Government subsidies received amounted to HK$394 million in the previous period, with a total of HK$990 million received in the same period last year[18] - The company reported a gain of HK$311 million from the sale of a subsidiary in the previous year, contributing to total other income[18] Share Options and Incentives - The total number of stock options granted in 2021 was 25,620,000, with an exercise price of HK$0.084 per share[22] - The fair value of stock options granted in 2021 was HK$1,167,000, reflecting the company's commitment to employee incentives[22] - The company has adopted a share option scheme since August 15, 2012, allowing the board to grant options to employees and directors[67] - The total number of stock options granted to directors during the period was 33,250,000, with 17,080,000 options granted in the current period[69] - The company has a share option plan in place, which was approved on August 15, 2012, and is set to expire on August 14, 2022[83] - The share incentive plan was adopted on August 14, 2019, and is effective for a period of 10 years, subject to early termination by the board[89] - The purpose of the share incentive plan is to reward eligible participants for their contributions to the group's growth and development[90] - Eligible participants include employees of the group and its subsidiaries, as well as non-executive directors and consultants[90] Governance and Compliance - The audit committee consists of three independent non-executive directors and is responsible for reviewing the company's financial reports and internal controls[96] - The company has adopted a code of conduct regarding directors' securities transactions, ensuring compliance with GEM listing rules[98] - The board of directors includes both executive and independent non-executive members, ensuring a diverse governance structure[98] - The audit committee has reviewed the unaudited performance of the group for the nine months ending December 31, 2021, and found it compliant with applicable accounting standards[96] Future Plans and Investments - The company has entered into a joint venture agreement with a third party, with an investment of no less than HKD 25,000,000 and no more than HKD 35,000,000 for the development of virtual and mixed reality projects[50] - The company is focused on developing and operating online gaming businesses and investing in cultural projects in China[61] - The company believes that investments in virtual reality and mixed reality projects have significant growth potential[62] - The company is optimistic about the synergy between its existing business and new ventures, which will be beneficial in the future[63] - The company continues to explore investment opportunities in the cinema and popular film sectors despite the impact of the COVID-19 pandemic[61] Share Capital and Major Shareholders - As of December 31, 2021, the total issued share capital of the company was 1,026,444,669 shares[66] - Mr. Stephen Chow holds 27,573,529 shares, representing approximately 2.69% of the company's issued share capital[65] - Mr. Chow also has a trust holding of 402,121,240 shares, accounting for about 39.17% of the total issued share capital[65] - Ms. Zhou Wenji holds a trust holding of 402,121,240 shares, also representing approximately 39.17% of the company's issued share capital[65] - Beglobal Investments Limited directly held 329,621,240 shares (approximately 32.11%) and indirectly held 72,500,000 shares through Golden Treasure Global Investment Limited (approximately 7.06%) as of December 31, 2021[81]

Revenue and Profitability - For the six months ended September 30, 2021, Bingo Group Holdings Limited generated revenue of HK$3.4 million from its Cinema Business, a significant increase from HK$1.3 million in the corresponding period of 2020, representing a growth of approximately 161.5%[22] - The gross profit from the Cinema Business during the same period was HK$1.9 million, compared to HK$0.7 million in the corresponding period, indicating an increase of about 171.4%[22] - The Group recorded a total turnover of approximately HK$3.4 million, representing an increase of approximately HK$2.1 million compared to approximately HK$1.3 million in the corresponding period[31] - Revenue from cinema business for the three months ended September 30, 2021, was HK$1,540,000, an increase of 21.8% compared to HK$1,264,000 for the same period in 2020[76] - Total revenue for the six months ended September 30, 2021, reached HK$3,370,000, compared to HK$1,264,000 for the same period in 2020, representing a significant increase of 167.5%[76] Loss and Expenses - The loss for the period was approximately HK$8.2 million, a decrease of approximately HK$7.6 million from the loss of HK$15.8 million in the corresponding period[31] - The loss for the period was HK$4,475,000, a decrease from HK$8,899,000 in the previous year, reflecting an improvement of approximately 49.7%[55] - The Group's loss attributable to owners was HK$3,950,000 for the three months ended September 30, 2021, compared to HK$7,731,000 in the same period last year, marking a reduction of approximately 48.9%[55] - The total comprehensive loss for the period ended September 30, 2021, was HK$8,245,000, compared to HK$15,996,000 for the same period in 2020, showing an improvement of approximately 48.6%[68] - The company reported a total comprehensive loss of HK$7,518,000 for the six months ended September 30, 2021, compared to HK$14,304,000 for the same period in 2020, indicating a reduction of approximately 47.5%[68] Administrative and Operating Expenses - Administrative expenses decreased from approximately HK$13.7 million in the corresponding period to approximately HK$8.4 million during the period[31] - The Group's administrative expenses decreased significantly to HK$4,052,000 from HK$7,911,000 year-on-year, showing a reduction of about 48.7%[55] - The total employee costs for the period were approximately HK$4,900,000, down from HK$5,400,000 in the previous year, indicating a decrease of about 9.3%[42] - Key management personnel remuneration totaled HK$1,245,000 for the six months ended 30 September 2021, compared to HK$943,000 for the same period in 2020[184] Assets and Liabilities - As of 30 September 2021, the Group had total assets of approximately HK$36.5 million, down from HK$43.9 million as of 31 March 2021[32] - Cash and cash equivalents amounted to approximately HK$8.6 million as of 30 September 2021, compared to HK$15.3 million as of 31 March 2021[32] - The debt ratio was approximately 0.94 as of 30 September 2021, up from approximately 0.80 as of 31 March 2021[32] - Net current assets decreased to HK$1,296,000 as of September 30, 2021, from HK$7,649,000 as of March 31, 2021, reflecting a decline of 83.0%[64] - Total assets less current liabilities amounted to HK$17,557,000 as of September 30, 2021, down from HK$28,804,000 as of March 31, 2021, a decrease of 39.1%[64] Business Operations and Strategy - The ongoing development of the Cinema Business has positioned it as the primary revenue generator for the Group during the reporting period[21] - The Group continues to focus on Filmed Entertainment, New Media Exploitations, Licensing Businesses, and Cinema Business as its core operations[20] - The Group's strategic focus on cinema investment and management is expected to drive future growth and profitability[20] - The Group continues to explore business opportunities in the PRC cinema industry and online gaming, aiming to leverage growth potential in these sectors[47] Investments and Financial Instruments - The Group has granted a loan of RMB16.0 million (approximately HK$19.2 million) to the joint venture company for VR and MR projects, indicating a strategic investment in emerging technologies[48] - The company is actively managing its financial instruments, including the restructuring of convertible bonds to optimize capital structure[95] - The company has convertible bonds with a principal amount of HK$25 million, with Tranche 2 due on 1 June 2022[94] Share Capital and Equity - On 18 October 2021, the company issued 171,060,000 shares at a placing price of HK$0.034 per share, raising net proceeds of approximately HK$5.5 million[192] - As of 30 September 2021, Mr. Chiau Sing Chi holds 27,573,529 shares, representing 3.22% of the issued share capital[199] - The company’s total equity decreased to HK$2,142,000 as of September 30, 2021, from HK$8,821,000 as of March 31, 2021, reflecting a decline of 75.8%[64] Impairments and Losses - The company reported a loss of approximately HK$3,456,000 due to the termination of a cinema operation, including impairment losses on various assets[146] - The impairment of right-of-use assets was HK$369 million, reflecting potential challenges in asset utilization[91] Currency and Exchange - The Group recorded an exchange loss of HK$35,000 for the three months ended September 30, 2021, compared to an exchange gain of HK$957,000 in 2020[127] - The company reported an exchange difference arising on translation of HK$90,000 for the period ended September 30, 2021[68] Staff and Employment - As of September 30, 2021, the Group employed 58 staff, down from 65 as of 31 March 2021, with total staff costs of approximately HK$4.9 million during the period[38] - The Group employed 58 staff members as of September 30, 2021, down from 65 employees as of March 31, 2021, reflecting a reduction of approximately 10.8%[42]

Financial Performance - During the three months ended June 30, 2021, Bingo Group Holdings Limited generated approximately HK$1.8 million in revenue and HK$1.0 million in gross profit from its Cinema Business segment[17]. - The Group recorded a total turnover of approximately HK$1.8 million for the period, compared to no turnover in the corresponding period last year due to cinema closures caused by COVID-19[27]. - Revenue for the three months ended June 30, 2021, was HK$1,830,000, compared to HK$0 for the same period in 2020[41]. - Gross profit for the period was HK$1,035,000, with a gross profit margin of approximately 56.6%[41]. - Loss before taxation decreased to HK$3,678,000 from HK$6,924,000 in the previous year, representing a 46.5% improvement[41]. - Loss for the period was HK$3,678,000, compared to HK$6,939,000 in the same period last year, indicating a reduction of 47.0%[41]. - The Group's loss decreased from approximately HK$6.9 million for the three months ended June 30, 2020, to approximately HK$3.7 million for the current period[29]. - Total comprehensive loss for the period was HK$3,802,000, compared to HK$6,981,000 in the previous year, showing a 45.5% decrease[43]. - The company experienced a loss for the period of HK$3,478,000 as of June 30, 2021[81]. Business Segments - The Cinema Business has become the prime revenue generator for the Group during the Period[16]. - The Group's Filmed Entertainment Business did not generate any revenue during the Period as no suitable business opportunities were identified[18]. - The Group continues to focus on Filmed Entertainment, New Media Exploitations, Licensing Businesses, and Cinema Business[15]. - The ongoing development of the Cinema Business is a key focus for the Group moving forward[16]. - The Group's operations are primarily engaged in movie production, licensing, and cinema investment and management[15]. Cost Management - Administrative expenses decreased from approximately HK$5.7 million in the previous year to approximately HK$4.6 million during the period, reflecting tightened cost control measures[28]. - Administrative expenses decreased to HK$4,563,000 from HK$5,742,000, reflecting a reduction of 20.6%[41]. - Finance costs decreased to HK$603,000 from HK$861,000, a reduction of 30.0%[41]. - Direct expenses of cinema business for the three months ended 30 June 2021 were HK$795,000, with no expenses reported for the same period in 2020[67]. - Depreciation of property, plant, and equipment for 2021 was HK$413,000, down from HK$643,000 in 2020[67]. - Staff costs, including salaries and allowances, were HK$1,783,000 for 2021, compared to HK$1,891,000 in 2020[67]. Joint Ventures and Investments - Bingo Movie Development Limited entered into a joint venture agreement with Lechuang Holdings, with Bingo Movie holding a 49% stake and Lechuang holding 51%[22]. - Bingo Movie has advanced loans totaling RMB29 million (approximately HK$34.9 million) and RMB16 million (approximately HK$19.2 million) to the joint venture for VR and MR project development[22][34]. - The VR and MR industry is rapidly developing, and the Company sees growth potential in these projects through the joint venture[34][37]. - The Group plans to focus on investment opportunities in cinemas and the cultural industry in China, alongside existing business operations[33][36]. Share Capital and Options - As of June 30, 2021, the total issued share capital of the company was 855,384,669 shares[90]. - The basic and diluted loss per share for the three months ended June 30, 2021, was HK$0.41, compared to HK$0.75 for the same period in 2020[76]. - The weighted average number of ordinary shares for calculating basic and diluted loss per share remained constant at 855,384,669 for both 2021 and 2020[77]. - The Company has a share option scheme adopted on August 15, 2012, allowing the Board to offer share options to employees and directors[92]. - The total number of options granted to directors during the period was zero, indicating no new options were issued[95]. - The number of options exercised during the period was also zero, showing no options were utilized[95]. - The Company’s share option scheme allows for the issuance of shares to employees and directors based on their contributions[94]. - The adjustments to share options reflect a share consolidation effective on May 2, 2019[97]. Taxation - No Hong Kong Profits Tax provision was made for the three months ended June 30, 2021, as there were no assessable profits[72]. - The taxation charge recognized in profit or loss for the three months ended June 30, 2020 included a current tax of HK$15,000 in the PRC[70]. - The Company did not recognize any PRC Enterprise Income Tax for its subsidiaries for the three months ended June 30, 2021, due to lack of taxable profit[72]. - The directors of the Company assessed the impact of the two-tiered profits tax regime as negligible on the financial results[72]. - The Company continues to monitor its financial performance and tax obligations in light of the new tax regulations[72]. Corporate Governance - The audit committee reviewed the Group's unaudited results for the three months ended June 30, 2021, and confirmed compliance with applicable accounting standards and GEM Listing Rules[138]. - All Directors have complied with the required standard of dealings and the code of conduct regarding securities transactions throughout the three months ended June 30, 2021[140]. - The shareholding structure indicates a significant concentration of ownership among a few major shareholders, which may impact corporate governance and decision-making[113]. - The Group has not engaged in any business that competes with its operations, ensuring no conflict of interest among directors and substantial shareholders[136].

Financial Performance - The company reported a revenue of HK$6.9 million for the year, primarily generated from its filmed entertainment and new media development business[21]. - The Group recorded a total turnover of approximately HK$6.9 million for the year, a decrease of approximately 69.9% compared to HK$22.9 million in the previous year[48]. - Gross profit declined from approximately HK$13.5 million last year to approximately HK$3.9 million this year, a decrease of approximately HK$9.6 million[48]. - The net loss of the Group decreased significantly from approximately HK$54.9 million last year to approximately HK$24.9 million this year, despite the substantial revenue decline[51]. - As of March 31, 2021, the Group's total assets were approximately HK$43.9 million, down from HK$82.3 million in 2020, with cash and cash equivalents of approximately HK$15.3 million[53]. - The debt ratio as of March 31, 2021, was approximately 0.80, compared to 0.62 in 2020, indicating an increase in leverage despite a decrease in total assets[53]. - Total staff costs, including directors' remuneration, were approximately HK$10.7 million during the year, down from HK$14.9 million in 2020, with a reduction in staff from 78 to 65[54]. - The Group did not have any pledged bank deposits or bank overdrafts as of March 31, 2021, maintaining a stable financial position[53]. - There were no significant contingent liabilities or capital commitments as of March 31, 2021, indicating a conservative financial strategy[57][58]. Corporate Governance - The board of directors collectively accepts full responsibility for the accuracy and completeness of the information provided in the report[3]. - The Company emphasizes high standards of corporate governance to effectively monitor business activities and protect shareholder interests[111]. - The Company has complied with the mandatory provisions of the Corporate Governance Code, with some deviations noted in specific sections[112]. - The Board is responsible for directing and supervising the Company's business, with day-to-day management delegated to executive Directors and senior management[111]. - The Company has a diverse Board composition, which is crucial for promoting its success and overseeing major transactions[111]. - The Company has maintained a focus on legal and compliance matters, with experienced professionals in key positions[95]. - The Company has a structured approach to decision-making, requiring Board approval for significant transactions[111]. - The Company has a history of strong corporate governance practices, which it continues to uphold[112]. - The Company is committed to transparency and accountability in its operations and governance practices[112]. - The Board consists of ten Directors, including six executive Directors and three independent non-executive Directors, ensuring a balanced structure for effective oversight[117]. - Independent non-executive Directors have confirmed their independence in accordance with GEM Listing Rules, ensuring governance integrity[117]. - The Company has established a Remuneration Committee comprising all independent non-executive Directors and one executive Director, with responsibilities including reviewing and approving management's remuneration proposals[179]. - The Nomination Committee is responsible for reviewing the structure, size, and composition of the Board, and making recommendations for the appointment or reappointment of Directors[184]. - The Company has a corporate governance function carried out by the Board, which includes developing and reviewing policies and practices on corporate governance[170]. - The Company is committed to compliance with legal and regulatory requirements as part of its corporate governance practices[170]. Business Strategy and Development - The company aims to expand its market presence through new media and entertainment ventures[19]. - The Group is exploring investment opportunities in the virtual reality and mixed reality sectors, recognizing growth potential in these areas[75]. - The Group is focusing on identifying new business opportunities with significant potential, including consultancy services, online game development, and investments in the Chinese cultural industry[79]. - The Group believes that its existing businesses can create synergistic effects with the new ventures, benefiting future growth[81]. - The Group's strategic focus includes enhancing its online presence and expanding into new markets through innovative business models[79]. - The Group has entered into a joint venture with Lechuang Holdings to develop VR and MR projects, granting a loan of RMB 16 million (approximately HK$ 18.9 million) to the joint venture in September 2019[81]. - The Group aims to leverage its experience in interactive content provision alongside Lechuang's expertise in VR and MR development[81]. Operational Challenges - The Group's cinemas in Shanghai and Hangzhou reopened in August 2020, but generated minimal turnover during the year due to COVID-19 restrictions[48]. - The Group's cinema in Linan was closed in September 2020 due to unresolved business plans with the shopping mall owner[48]. - The COVID-19 pandemic has resulted in nearly 4 million deaths and over 180 million infections globally, impacting the economy in China to some extent[78]. - The cinemas in China were allowed to reopen in late July 2020 after being closed since early 2020 due to the pandemic, indicating a gradual recovery in the market[11]. Management and Board Activities - All Directors participated in continuous professional development activities during the year, enhancing their knowledge and skills relevant to the Company's business[119]. - The Company encourages Directors to attend external forums or training courses to support their continuous professional development[119]. - The attendance record for Board and Committee Meetings shows that Ms. CHOW Man Ki Kelly attended 12 out of 12 Board Meetings, indicating strong engagement[124]. - The Company Secretary, Mr. CHAN Ka Yin, undertook over 15 hours of professional training during the year to update his skills and knowledge[172]. - The Board has reviewed and discussed the corporate governance policy of the Group and is satisfied with its effectiveness[170]. - The Board practices good corporate governance by ensuring timely discussions on appropriate issues[140]. - The Board is currently seeking suitable candidates for the positions of Chairman and Chief Executive Officer, with existing members sharing responsibilities in the interim[135]. - The roles of Chairman and Chief Executive Officer should be separate, as per Code A.2.1, ensuring clear delineation of responsibilities[136].

Financial Performance - During the nine months ended December 31, 2020, Bingo Group Holdings Limited generated revenue of HK$3.5 million and gross profit of HK$2.0 million from its Cinema Business, a decline from HK$22.1 million and HK$13.0 million in the corresponding period of 2019[21]. - The total turnover for the Group was approximately HK$3.8 million, representing a decrease of approximately HK$18.3 million compared to HK$22.1 million in the corresponding period[31]. - The Group recorded a loss of approximately HK$18.6 million for the period, which is a decrease of approximately HK$14.5 million compared to a loss of HK$33.1 million in the corresponding period[31]. - For the three months ended December 31, 2020, the Group reported a turnover of HK$2,536,000, a decrease from HK$6,619,000 in the same period of 2019, representing a decline of approximately 61.7%[44]. - The gross profit for the same period was HK$1,305,000, down from HK$3,941,000 in 2019, indicating a decrease of about 66.9%[44]. - The total comprehensive loss for the period was HK$34,733,000 for the nine months ended December 31, 2020[113]. - The total loss for the nine months ended December 31, 2020, was HK$18,570,000, compared to HK$33,260,000 in the same period of 2019, indicating a reduction of approximately 44.3%[44]. - The loss attributable to owners of the Company for the period was HK$2,303,000, a significant reduction from HK$13,950,000 in the same quarter of 2019, reflecting a decrease of about 83.5%[44]. Impact of COVID-19 - The COVID-19 pandemic significantly impacted cinema operations, with cinemas in Hangzhou and Shanghai closed since late January 2020, reopening in August 2020 in low-risk areas[21]. - The cinema business in China faced significant disruptions due to the COVID-19 pandemic, with cinemas ordered to close since early 2020[35]. - The overall performance in the Cinema Business reflects the ongoing challenges posed by the pandemic, impacting revenue and profit margins[21]. - Future outlook remains cautious as the Group navigates the recovery phase post-COVID-19[21]. Business Strategy and Operations - The Group continues to focus on Filmed Entertainment, New Media Exploitations, Licensing Businesses, and Cinema Business as its primary operations[19]. - The Group's strategy includes a gradual normalization of cinema operations following the reopening of cinemas in certain areas[21]. - The Group is committed to exploring new opportunities in film production and interactive content to enhance its market position[19]. - The Group continues to explore investment opportunities in the Chinese cinema sector and online gaming, aiming to leverage potential growth in these areas[39]. - The establishment of a joint venture in Huzhou, Zhejiang Province, focuses on brand and intellectual property management, influencer incubation, and e-commerce, which is currently in a trial operation phase[39]. Joint Ventures and Investments - Bingo Family, a joint venture established in November 2020, generated approximately HK$0.3 million in revenue during its trial period[25]. - The Group has entered into a loan agreement with the joint venture company for an investment of between HK$25 million and HK$35 million for VR and MR projects[26]. - The Group is optimistic about the growth potential in the VR and MR industry and aims to leverage its experience in interactive content provision[38]. - The Group granted a loan of RMB16 million (approximately HK$18.2 million) to the joint venture company in September 2019 for the development of VR and MR projects[38]. Share Options and Awards - The company granted a total of 40,250,000 share options in 2015, with the exercise price at HK$0.940, and the fair value at the time of grant was HK$16,800,000[60]. - The number of share options granted in 2016 was 85,500,000, with an exercise price of HK$0.720 and a fair value of HK$26,600,000[60]. - The company has a share option scheme that includes options with various grant dates, with the latest being July 14, 2020, for 25,500,000 options at an exercise price of HK$0.074[60]. - The Share Award Scheme allows for a maximum of 10% of the issued shares (85,538,466 shares) to be purchased by the trustee[132]. - The maximum number of shares that can be awarded to any selected employee under the Share Award Scheme is limited to 1% of the issued share capital as of the Adoption Date[132]. - The Share Award Scheme was adopted on 14 August 2019 and is valid for ten years, aimed at recognizing and rewarding contributions to the Group[168]. Compliance and Governance - The unaudited consolidated results have been prepared in accordance with Hong Kong Financial Reporting Standards and comply with GEM Listing Rules[49]. - The third quarterly results have been reviewed by the audit committee of the Company[49]. - All Directors complied with the required standard of dealings regarding securities transactions throughout the nine months ended December 31, 2020[193]. - The audit committee reviewed the Group's unaudited results for the nine months ended December 31, 2020, ensuring compliance with applicable accounting standards and GEM Listing Rules[183].

Revenue and Profitability - During the six months ended 30 September 2020, Bingo Group Holdings Limited generated revenue of HK$1.3 million from its Cinema Business, a decline from HK$15.5 million in the corresponding period of 2019[21] - The gross profit from the Cinema Business for the Period was HK$0.7 million, down from HK$9 million in the same period last year[21] - The Group recorded total turnover of approximately HK$1.2 million, a decrease of approximately HK$14.3 million compared to HK$15.5 million in the corresponding period[28] - Revenue and gross profit from cinema operations were approximately HK$1.3 million and HK$0.7 million, respectively, showing a decline compared to HK$15.5 million and HK$9 million in the same period last year[28] - For the six months ended September 30, 2020, the Group reported a turnover of HK$1,264,000, a decrease of 92.8% compared to HK$15,467,000 for the same period in 2019[54] - The gross profit for the six months ended September 30, 2020, was HK$680,000, down 92.5% from HK$9,045,000 in the previous year[54] - The loss for the period was approximately HK$15.8 million, an increase of approximately HK$3.3 million from the loss of HK$12.5 million in the corresponding period[30] - The loss for the period was HK$15,838,000, compared to a loss of HK$12,512,000 for the same period in 2019, representing a 26.3% increase in losses[54] - The total comprehensive loss for the period amounted to HK$9,015,000, up from HK$8,013,000 in the prior year, indicating a year-over-year increase of 12.5%[55] - The total comprehensive loss for the period ended September 30, 2020, was HK$17,330,000, compared to HK$14,204,000 in the previous year, indicating a worsening financial performance[66] Impact of COVID-19 - The outbreak of COVID-19 led to the closure of cinemas in Hangzhou and Shanghai since late January 2020, impacting revenue generation significantly[21] - Cinemas in certain low-risk areas of the PRC were allowed to reopen in July 2020, with the Group's cinemas in Shanghai and Hangzhou reopening in August 2020[21] - The coronavirus outbreak has significantly impacted the cinema industry, with many cinemas in China only reopening in late July 2020[42] Assets and Liabilities - As of 30 September 2020, the Group's total assets were approximately HK$50.9 million, down from HK$82.3 million as of 31 March 2020[35] - Cash and cash equivalents amounted to approximately HK$21.2 million as of 30 September 2020, compared to HK$38.1 million as of 31 March 2020[35] - The debt ratio was approximately 0.66 as of 30 September 2020, compared to approximately 0.62 as of 31 March 2020[35] - Net current assets decreased to HK$13,010,000 as of September 30, 2020, down from HK$21,215,000 as of March 31, 2020, reflecting a decline of 38.7%[63] - Total assets less current liabilities were HK$36,796,000, down from HK$57,624,000, indicating a reduction of 36.2%[63] - Non-current liabilities, including convertible bonds and lease liabilities, totaled HK$19,466,000, compared to HK$26,030,000 in the previous period, a decrease of 25.2%[63] - The company reported a total equity of HK$17,330,000 as of September 30, 2020, down from HK$31,594,000, a decline of 45%[63] Cash Flow - For the six months ended September 30, 2020, the net cash used in operating activities was HK$6,005,000, compared to HK$13,621,000 in the same period of 2019, indicating an improvement[68] - The net cash generated from investing activities for the same period was HK$2,201,000, a significant decrease from HK$14,470,000 in 2019[68] - The net cash used in financing activities increased to HK$11,900,000 in 2020 from HK$2,048,000 in 2019, reflecting higher financing costs[68] - As of September 30, 2020, cash and cash equivalents decreased to HK$21,189,000 from HK$61,023,000 at the end of the same period in 2019[68] - The company experienced a net decrease in cash and cash equivalents of HK$15,704,000 for the six months ended September 30, 2020, compared to a decrease of HK$1,199,000 in 2019[68] Staff and Employee Costs - Total staff costs, including directors' remuneration, were approximately HK$5.4 million during the period, down from approximately HK$6.9 million in the corresponding period[38] - The Group employed 76 staff as of September 30, 2020, a slight decrease from 78 staff as of March 31, 2020[40] - Employee costs totaled approximately HK$5,400,000 for the period, down 21.0% from HK$6,900,000 in the previous year[40] - Key management personnel remuneration for the six months ended September 30, 2020, was HK$943,000, an increase from HK$500,000 in the same period of 2019[176] Business Operations and Future Plans - The Group continues to focus on Filmed Entertainment, New Media Exploitations, Licensing Businesses, and Cinema Business[19] - The management is actively seeking suitable business opportunities in the Filmed Entertainment sector[22] - The Group plans to focus on new business opportunities, including consultancy services and online game development, in addition to its existing cinema investments[46] - The Group has entered into a joint venture agreement in November 2020 to establish a company focused on brand management and film-related products in Huzhou City, Zhejiang Province[47] - The joint venture company will be 51% owned by the WOFE Subsidiary and will focus on brand management, film and television product development, and e-commerce[187] Share Options and Awards - The number of share options granted in 2020 was 25,500,000, a decrease of 43.8% compared to 45,000,000 in 2019[96] - The fair value of share options granted in 2020 was HK$892,500, significantly lower than HK$2,181,000 in 2019, indicating a decline in perceived value[96] - Share-based payments recognized for directors amounted to HK$556,000, while employees received HK$432,000, and advisors received HK$578,000, totaling HK$1,566,000 for the six months ended September 30, 2020[114] - The total number of awarded shares for employees was 12,780,000, with 50% vesting on the first anniversary and the remaining 50% on the second anniversary of the grant date[105] - The company adopted a share award scheme on August 14, 2019, with awards granted up to September 30, 2020, indicating a strategic move to incentivize key personnel[107] Losses and Impairments - The Group recorded a loss on the termination of a cinema operation of approximately HK$3,456,000 during the six months ended September 30, 2020[135] - The Group terminated the operation of a cinema in Hangzhou, resulting in a loss of approximately HK$3,456,000, which includes impairment losses of HK$369,000 on receivables and HK$7,144,000 on right-of-use assets[137] - Impairment of right-of-use assets for the six months ended September 30, 2020, was HK$7,144,000[91] Government Grants and Taxation - The group received government grants totaling HK$596,000 for the six months ended September 30, 2020, compared to HK$536,000 in the same period of 2019[76] - The Group did not derive any assessable profits in Hong Kong for the six months ended September 30, 2020, and thus no provision for Hong Kong Profits Tax was made[126] - The PRC subsidiaries are subject to a 25% Enterprise Income Tax for the six months ended September 30, 2020, and 2019[124]