1 照現生態國際控股有限公司 2022/23年報 本報告的資料乃遵照聯交所的GEM證券上市規則（「GEM上市規則」）而刊載，旨在提供有關照現生態國際控股有限 公司（「本公司」）的資料；本公司的董事（「董事」）願就本報告的資料共同及個別地承擔全部責任。董事在作出一切 合理查詢後，確認就其所知及所信，本報告所載資料在各重要方面均屬準確完備，沒有誤導或欺詐成分，且並無 遺漏任何事項，足以令致本報告或其所載任何陳述產生誤導。 | --- | --- | |-------|--------------------------| | | | | 3 | 公司資料 | | 4 | 董事會聲明 | | 6 | 管理層討論及分析 | | 10 | 董事履歷詳情 | | 12 | 企業管治報告 | | 23 | 董事會報告 | | 29 | 獨立核數師報告 | | 33 | 合併損益及其他全面收益表 | | 34 | 合併財務狀況表 | | 36 | 合併權益變動表 | | 37 | 合併現金流量表 | | 39 | 合併財務報表附註 | | 106 | 財務概要 | 董事會聲明 於財政年度內，董事會已成功重新設計其業務模式，於 ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其準確 性或完整性亦不發表任何聲明，並明確表示概不就因本公告全部或任何部份內容而產生或因 倚賴該等內容而引致的任何損失承擔任何責任。 Zhao Xian Business Ecology International Holdings Limited (cid:16421)(cid:17084)(cid:17373)(cid:12297)(cid:9673)(cid:25945)(cid:12901)(cid:20319)(cid:13767)(cid:25870)(cid:8234)(cid:8886) （於開曼群島註冊成立的有限公司） （股份代號：8245） 截至二零二三年三月三十一日止年度業績 照現生態國際控股有限公司（「本公司」）董事會（「董事會」）欣然宣佈本公司及 其附屬公司（統稱「本集團」）截至二零二三年三月三十一日止年度之經審核綜 合業績（「年度業績」）。本公告載列本集團截至二零二三年三月三十一日止年 度之年報全文，內容乃根據香港聯合交易所有限公司GEM證券上市規則（分別 為「GEM」及「GEM上市規則」）之相關披露規定編製 ...

Financial Performance - The company's revenue for the nine months ended December 31, 2022, was approximately HKD 68.2 million, a significant decrease of about 22.6% compared to approximately HKD 88.1 million for the same period in 2021[40]. - The profit attributable to owners for the nine months ended December 31, 2022, was approximately HKD 2.3 million, compared to a loss of approximately HKD 34 million for the same period in 2021[40]. - The basic and diluted loss (earnings) per share for the nine months ended December 31, 2022, was approximately HKD 0.34, compared to a loss of HKD 5.68 for the same period in 2021[40]. - For the nine months ended December 31, 2022, total revenue was HKD 68,166,000, a decrease of 22.6% from HKD 88,056,000 for the same period in 2021[43]. - The company recorded a net profit of HKD 2,341,000 for the nine months ended December 31, 2022, compared to a net loss of HKD 33,981,000 for the same period in 2021[84]. - The total comprehensive income for the nine months ended December 31, 2022, was HKD 6,263,000, a significant improvement from a total comprehensive loss of HKD 33,547,000 in the previous year[84]. - The company reported a foreign exchange gain of HKD 3,922,000 for the nine months ended December 31, 2022, compared to a gain of HKD 434,000 in the same period of 2021[83]. - The gross profit for the nine months ended December 31, 2022, was HKD 10,285,000, significantly up from HKD 720,000 in the previous year, indicating a substantial recovery[83]. Revenue Breakdown - Revenue from two-way radios decreased by approximately 51.3% to about HKD 32 million for the nine months ended December 31, 2022, from approximately HKD 65.8 million for the same period in 2021[40]. - Revenue from baby monitors decreased by approximately 82.5% to about HKD 100,000 for the nine months ended December 31, 2022, from approximately HKD 600,000 for the same period in 2021[40]. - Revenue from other products increased by approximately 59.1% to about HKD 34.5 million for the nine months ended December 31, 2022, from approximately HKD 21.7 million for the same period in 2021, driven by increased demand and a rise in procurement orders[40]. - The two-way wireless intercom revenue dropped significantly by 51.3% to HKD 32,034,000, down from HKD 65,778,000 in the previous year[43]. - Sales revenue from two-way radios was HKD 8,026 thousand for the three months ended December 31, 2022, down 76.0% from HKD 33,500 thousand in the same period of 2021[100]. - Service sales amounted to HKD 1,523 thousand for the nine months ended December 31, 2022, compared to no service sales reported in the same period of 2021[100]. Cost Management - Gross profit margin improved to 15.1% for the nine months ended December 31, 2022, compared to 0.8% for the same period in 2021, due to effective cost control measures[48]. - Sales and distribution expenses decreased by approximately 81.8% to HKD 200,000 from HKD 1,100,000 in the previous year, primarily due to reduced transportation and certification costs[49]. - Administrative expenses were reduced by approximately 72.2% to HKD 9,300,000 from HKD 33,500,000, mainly due to lower R&D and employee costs[51]. - The company’s employee benefit expenses for the nine months ended December 31, 2022, were HKD 5,592 thousand, a decrease from HKD 26,765 thousand in the same period of 2021[111]. - The financing costs for the nine months ended December 31, 2022, were HKD 278,000, a reduction from HKD 376,000 in the same period of 2021[83]. Strategic Initiatives - The company plans to continue diversifying revenue sources and seeking new products and sales channels to enhance business growth[45]. - The company will continue to outsource part of its production and operational activities to reduce fixed costs and improve flexibility[47]. - The company is focused on expanding its market presence in the two-way radio and communication device sectors, with ongoing investments in product development and technology[88]. - The company aims to enhance its operational efficiency and profitability through strategic cost reductions and potential acquisitions in the communication technology space[88]. Corporate Governance - The company has adopted the GEM Listing Rules and has complied with the corporate governance code throughout the nine months ending December 31, 2022[70]. - The company has maintained high standards of corporate governance and business ethics during the reporting period[70]. - The company is committed to ensuring shareholder interests and maintaining high levels of corporate governance standards[70]. - No significant contracts were identified where directors had a direct or indirect interest during the nine months ending December 31, 2022[70]. - The audit committee, consisting of three independent non-executive directors, reviewed the unaudited financial results for the third quarter[81]. - There were no purchases, sales, or redemptions of the company's listed securities during the nine months ending December 31, 2022[77]. - The company did not recommend any dividend for the nine months ended December 31, 2022, consistent with the previous year[118]. Shareholder Information - As of December 31, 2022, major shareholders include Solution Smart Holdings Limited with 112,589,600 shares, representing 18.81% ownership[65]. - Wang Mingjun holds 113,636,364 shares, accounting for 15.82% of the company's equity[65]. - A total of 3,200,000 share options were granted to four employees on November 24, 2022, allowing them to subscribe for 48,000,000 new ordinary shares[79]. - The weighted average number of ordinary shares issued increased to 681,053 thousand for the nine months ended December 31, 2022, from 598,500 thousand in the same period of 2021, reflecting an increase in share capital[117]. Post-Reporting Events - No significant events occurred after December 31, 2022, up to the report date[82]. - The company reported no significant post-reporting date events from December 31, 2022, until the report date[122].

Zhao Xian Business Ecology International Holdings Limited 照現生態國際控股有限公司 (前稱安悅國際控股有限公司) (於開曼群島註冊成立的有限公司) (股份代號：8245) CA 翡 期 t 音 香港聯合交易所有限公司（「聯交所」）GEM的特色 GEM的定位，乃為中小型公司提供一個上市的市場，此等公司相比起其他在聯 交所上市的公司帶有較高投資風險。有意投資的人士應了解投資於該等公司的 潛在風險，並應經過審慎周詳的考慮後方作出投資決定。 由於GEM上市公司普遍為中小型公司，在GEM買賣的證券可能會較於聯交所主 板買賣之證券承受較大的市場波動風險，同時無法保證在GEM買賣的證券會有 高流通量的市場。 香港交易及結算所有限公司及聯交所對本報告的內容概不負責，對其準確性或 完整性亦不發表任何聲明，並明確表示概不就因本報告全部或任何部分內容而 產生或因倚賴該等內容而引致的任何損失承擔任何責任。 本報告的資料乃遵照聯交所GEM證券上市規則（「GEM上市規則」）而刊載，旨在 提供有關照現生態國際控股有限公司（「本公司」，連同其附屬公司統稱「本集團」） 的資料；本公司的 ...

Financial Performance - For the three months ended June 30, 2022, the company's revenue was approximately HKD 44.3 million, a significant increase of about 60.8% compared to approximately HKD 27.6 million for the same period in 2021[34]. - The loss attributable to owners for the three months ended June 30, 2022, was approximately HKD 3.9 million, compared to a loss of approximately HKD 4.5 million for the same period in 2021[34]. - Basic and diluted loss per share for the three months ended June 30, 2022, was approximately HKD 0.55, an improvement from HKD 0.75 for the same period in 2021[34]. - The total revenue for the three months ended June 30, 2022, was HKD 44,340,000, representing a 60.8% increase from HKD 27,583,000 for the same period in 2021[40]. - The group reported revenue of HKD 44,340,000 for the three months ended June 30, 2022, an increase of 60.6% compared to HKD 27,583,000 in the same period of 2021[76]. - The group incurred a loss before tax of HKD 3,939,000, an improvement from a loss of HKD 4,493,000 in the previous year[76]. - The total comprehensive loss for the period was HKD 12,232,000, compared to HKD 3,951,000 in the same period last year[78]. - The company recorded a consolidated net loss of approximately HKD 3,939,000 for the three months ended June 30, 2022[87]. Revenue Breakdown - The revenue from two-way radios increased by approximately 39.9% to about HKD 21.1 million for the three months ended June 30, 2022, compared to approximately HKD 15.1 million for the same period in 2021[38]. - Revenue from baby monitors decreased by approximately 99.4% to about HKD 2,000 for the three months ended June 30, 2022, down from approximately HKD 0.3 million for the same period in 2021[38]. - Revenue from other products increased by approximately 90.7% to about HKD 23.3 million for the three months ended June 30, 2022, compared to approximately HKD 12.2 million for the same period in 2021[38]. - The revenue from two-way radios was HKD 21,063,000, accounting for 47.5% of total revenue, up 39.9% from HKD 15,054,000 in the previous year[40]. - The revenue from other products increased by 90.7% to HKD 23,275,000, which constituted 52.5% of total revenue[40]. Cost and Profitability - The gross profit margin significantly decreased from 4.2% to 0.1%, with the cost of sales rising from approximately HKD 26.4 million to HKD 44.3 million, a 67.6% increase[45]. - Gross profit for the same period was HKD 54,000, a significant decrease from HKD 1,164,000 year-on-year[76]. - The company reported a significant increase in inventory costs, which rose to HKD 37,439,000 for the three months ended June 30, 2022, compared to HKD 18,516,000 in the same period of 2021, indicating increased operational activity[105]. Corporate Actions - The board of directors did not recommend the payment of any dividend for the three months ended June 30, 2022, consistent with the previous year[34]. - A 100% equity acquisition of 富鏘海外有限公司 was completed for HKD 15,000,000 on June 24, 2022, enhancing the company's product offerings in the OEM, ODM, and OBM sectors[50]. - The company issued 6,000,000 new shares at a price of HKD 0.230 per share, completing the placement on July 8, 2022[52]. - The company completed the acquisition of 100% of the issued shares of Fuchang Overseas Limited for HKD 15 million on June 24, 2022, which is expected to diversify its product offerings[88]. - The total cost of the acquisition was settled by issuing 113,636,364 shares at HKD 0.132 per share, reflecting a strategic move to strengthen the company's capital structure[121]. Future Plans and Strategies - The company plans to diversify revenue sources and seek new products while leveraging existing sales channels and networks[42]. - The company aims to continue developing new product lines and exploring new customer and sales channels in the coming year[42]. - The company is actively seeking opportunities to diversify its revenue sources through collaboration with a partner to develop a sales network and value-added services for Internet System 5.0 G in China[89]. - The company aims to enhance its financial position by completing potential fundraising activities, including issuing convertible bonds and further placements[89]. Compliance and Governance - The company maintained compliance with all corporate governance codes during the reporting period[66]. - The audit committee reviewed the unaudited financial results for the three months ended June 30, 2022[72]. Financial Position - As of June 30, 2022, the company's net liabilities amounted to approximately HKD 25,284,000, raising significant doubts about its ability to continue as a going concern[87]. - The company’s total equity as of June 30, 2022, was approximately HKD (25,283,000), reflecting a decrease from HKD (28,051,000) as of April 1, 2022[80]. - The company’s accumulated losses increased to HKD (141,939,000) as of June 30, 2022, compared to HKD (138,000,000) as of April 1, 2022[80]. Other Income and Expenses - The group reported other income of HKD 149,000, a decrease from HKD 235,000 in the previous year[76]. - Other income for the three months ended June 30, 2022, totaled HKD 149,000, down from HKD 235,000 in the same period of 2021, reflecting a decrease of 36.6%[102]. - The acquisition-related costs of approximately HKD 50,000 were excluded from the consideration transferred and recognized as expenses during the period[123].

Financial Performance - The company reported audited consolidated results for the fiscal year ending March 31, 2022[9]. - The company's revenue decreased by approximately 49.7%, from about HKD 250,600,000 for the year ended March 31, 2021, to about HKD 126,200,000 for the year ended March 31, 2022[19]. - Revenue from two-way radios dropped by about 50.4%, from approximately HKD 187,400,000 to about HKD 92,900,000 during the same period[19]. - Revenue from baby monitors decreased by approximately 69.0%, from about HKD 3,300,000 to about HKD 1,000,000[19]. - The company's service business revenue fell by 100%, from approximately HKD 7,700,000 to zero, due to the absence of electronic manufacturing services[19]. - Gross profit margin declined from approximately 2.3% for the year ended March 31, 2021, to about -17.2% for the year ended March 31, 2022[25]. - The company recorded a loss of HKD 60,400,000 for the year ended March 31, 2022, compared to a loss of HKD 34,600,000 for the previous year[28]. - The company reported a loss attributable to owners of approximately HKD 60.447 million for the year ending March 31, 2022[158]. - The company reported a net loss of HKD 60,447,000 for the year, which is an increase of 74.8% from a net loss of HKD 34,586,000 in 2021[171]. - Basic and diluted loss per share was HKD 10.10, compared to HKD 5.78 in the previous year[171]. - Total revenue for the year ended March 31, 2022, was HKD 126,181,000, a decrease of 49.6% compared to HKD 250,599,000 in 2021[171]. - The company recorded a gross loss for the year of HKD 21,756,000, compared to a gross profit of HKD 5,813,000 in the previous year[171]. Corporate Governance - The board confirmed that the information provided in the announcement is accurate and complete, with no misleading elements[3]. - The board of directors is responsible for the accuracy of the report and has confirmed that all reasonable inquiries were made[3]. - The company has committed to adhering to corporate governance codes and is actively working towards compliance[76]. - The board has fulfilled its corporate governance responsibilities as of the report date[81]. - The company has adopted a board diversity policy to ensure a balanced skill set, experience, and diverse perspectives among board members, which will be reviewed annually[82]. - The Audit Committee was established on September 16, 2015, and held 4 meetings during the year to review the group's financial statements and internal control systems[86]. - The Remuneration Committee, also established on September 16, 2015, reviewed the remuneration of directors and senior management, finding it fair and reasonable for the fiscal year ending March 31, 2022[89]. - The Nomination Committee, established on September 16, 2015, held 1 meeting during the year to review the composition of the board and recommend reappointments of retiring directors[94]. - The company has established policies and procedures to ensure compliance with legal and regulatory requirements[79]. - The company ensures that all board committees have sufficient resources to fulfill their duties and can seek independent professional advice when necessary[83]. Changes in Management - The company has undergone several changes in its board of directors, with multiple resignations and appointments in 2022[7]. - The company is currently seeking suitable candidates for the roles of chairman and chief executive officer, following the resignation of the previous chairman on April 1, 2022[76]. - The board held a total of 5 meetings during the year, with all directors attending 100% of the meetings[70]. - The audit committee conducted 4 meetings, with all independent non-executive directors attending 100% of the meetings[70]. - The company has three independent non-executive directors, with at least one possessing appropriate financial management expertise[74]. Financial Position - The company's short-term borrowings and lease liabilities decreased to approximately HKD 5.9 million from HKD 15.9 million as of March 31, 2021, a reduction of about HKD 10 million[35]. - The net current asset value decreased from approximately HKD 25.5 million in 2021 to a net current liability of approximately HKD 28.3 million in 2022, primarily due to operational funding needs and increased trade payables[35]. - The company's cash and bank balances were approximately HKD 7.9 million as of March 31, 2022, down from HKD 11.8 million in 2021, a decrease of about HKD 3.9 million[35]. - The debt-to-equity ratio as of March 31, 2022, was approximately -19.9%, a significant decrease from 50.2% in 2021, mainly due to losses incurred during the year[36]. - The company reported a reserve available for distribution of approximately zero HKD as of March 31, 2022, down from approximately 16,581,000 HKD in 2021[122]. - Current liabilities and net liabilities as of March 31, 2022, were approximately HKD 28.27 million and HKD 28.051 million, respectively[158]. - The company's equity attributable to owners decreased to HKD (28,114,000) from HKD 30,994,000, indicating a negative shift in equity[179]. - Total assets decreased to HKD 56,062,000 from HKD 81,313,000 in 2021, reflecting a decline of 30.9%[175]. Future Plans and Strategies - The company plans to continue investing in R&D for new product lines and seek new customers and sales channels[12]. - The company aims to diversify its revenue sources and enhance its product portfolio to drive future growth[12]. - The company is considering outsourcing some production processes to Vietnam and Malaysia to mitigate the impact of trade tensions and tariffs[19]. - The company is negotiating a partnership to develop a sales network and value-added services for Internet System 5.0 G in China[50]. - The board believes that the acquisition is a good opportunity to expand current business and diversify products[51]. - The board is actively seeking opportunities to diversify revenue sources in light of negotiations with partners[51]. - After the completion of the placement and potential fundraising activities, the board believes the company's financial position will strengthen in the next fiscal year[51]. Shareholder Information - Major shareholders include Solution Smart Holdings Limited with 112,589,600 shares (18.81%) and SMK Investment Company Limited with 90,997,600 shares (15.20%) as of March 31, 2022[138]. - The company has confirmed a minimum of 25% public float in accordance with GEM listing rules[150]. - The company has not made significant changes to its articles of association during the year[107]. - The company maintains open communication channels with shareholders, including annual general meetings and various announcements[106]. - The company is committed to timely and accurate disclosure of information to ensure informed decision-making by shareholders and the public[113]. Audit and Compliance - The external auditor, KPMG, was reappointed for the fiscal year ending March 31, 2022, with audit fees amounting to HKD 420,000[102]. - The independent auditor's report indicates a lack of sufficient evidence to provide an opinion on the financial statements due to uncertainties affecting the company's going concern status[157]. - The Audit Committee has no disagreements with the board regarding the financial statements for the fiscal year ending March 31, 2022[86]. - The company has established a robust internal control system to safeguard assets and shareholder interests, with regular reviews to ensure effectiveness[99]. - The board is responsible for preparing true and fair consolidated financial statements in accordance with Hong Kong Financial Reporting Standards[98].

Revenue Performance - Revenue decreased by approximately 49.7%, from HKD 250.6 million for the year ended March 31, 2021, to HKD 126.2 million for the year ended March 31, 2022[8]. - The company's revenue decreased from approximately HKD 250.6 million for the year ended March 31, 2021, to approximately HKD 126.2 million for the year ended March 31, 2022, representing a decline of about 49.7%[17]. - Revenue from two-way radios dropped by approximately 50.4%, from about HKD 187.4 million to approximately HKD 92.9 million, primarily due to a decrease in procurement orders from customers[17]. - Revenue from baby monitors decreased by approximately 69.0%, from about HKD 3.3 million to approximately HKD 1.0 million, mainly due to reduced demand for audio baby monitor products[17]. - The company's service business revenue fell to zero from approximately HKD 7.7 million, as no electronic manufacturing services were provided during the year[17]. - Total revenue for the year ended March 31, 2022, was HKD 126,181,000, a decrease of 49.6% compared to HKD 250,599,000 in 2021[169]. Financial Losses - The company recorded a loss of HKD 60.4 million for the year ended March 31, 2022, compared to a loss of HKD 34.6 million for the previous year, with the increase in loss attributed to reduced profit margins and inventory write-downs[26]. - The net loss for the year was HKD 60,447,000, which is an increase of 74.8% from a net loss of HKD 34,586,000 in 2021[169]. - Basic and diluted loss per share was HKD 10.10, compared to HKD 5.78 in the previous year[169]. - The gross loss for the year was HKD 21,756,000, compared to a gross profit of HKD 5,813,000 in the previous year[169]. - The company recorded a pre-tax loss of HKD 60,447,000 for the year ended March 31, 2022, compared to a loss of HKD 34,417,000 in the previous year, representing an increase in losses of approximately 75.8%[185]. Cost Management - The cost of sales decreased by approximately 39.6%, from about HKD 244.8 million to approximately HKD 147.9 million, while the gross margin dropped from approximately 2.3% to about -17.2%[23]. - The company intends to seek opportunities to convert fixed costs into variable costs to improve operational flexibility[9]. Strategic Plans - The company plans to mitigate the impact of the trade war by outsourcing some production processes from China to Vietnam and Malaysia[8]. - The company aims to gradually shift most of its production back to China in the future to reduce the impact of trade tariffs[8]. - The company will continue to evaluate its current business strategies to enhance operational efficiency and overall performance[9]. - Focus will remain on product research and development to strengthen the product portfolio and enhance information management systems[9]. - The company plans to continue investing in R&D for new product lines and exploring new customer and sales channels to diversify revenue sources[10]. - The company plans to continue its focus on the design, trade, and manufacturing of two-way radios and other communication devices, aiming for market expansion[193]. Corporate Governance - The management emphasized the importance of maintaining high corporate governance standards, ensuring compliance with GEM listing rules throughout the fiscal year[61]. - The board of directors is committed to maximizing long-term shareholder value while balancing the interests of broader stakeholders[67]. - The company has adopted a robust framework for risk management and performance monitoring to support strategic decision-making[62]. - The board has been actively involved in discussions regarding the group's strategy, performance, and management processes[75]. - The company has committed to reviewing and monitoring compliance with legal and regulatory requirements as part of its corporate governance responsibilities[77]. - The company aims to ensure that all directors are aware of their responsibilities and act in the best interests of the company[71]. - The company will continue to strive for compliance with corporate governance codes and regulations[74]. Shareholder Information - The board presented the audited consolidated financial statements for the year ending March 31, 2022, highlighting the company's financial performance[114]. - The company reported a reserve available for distribution of approximately zero HKD as of March 31, 2022, compared to approximately 16,581,000 HKD in 2021[120]. - The company did not recommend the payment of dividends for the year ended March 31, 2022, consistent with the previous year[117]. - Major shareholders include Solution Smart Holdings Limited with 112,589,600 shares (18.81%) and SMK Investment Company Limited with 90,997,600 shares (15.20%) as of March 31, 2022[136]. - The company has confirmed that at least 25% of its issued shares are held by the public, complying with GEM listing rules[148]. Cash Flow and Liquidity - As of March 31, 2022, the company had a cash balance of approximately HKD 7.9 million, down from about HKD 11.8 million the previous year[33]. - The company’s cash flow from operating activities was HKD 3,311,000, a decrease from HKD 12,799,000 in the previous year, indicating a decline in operational efficiency[185]. - The company’s financing activities resulted in a net cash outflow of HKD 7,165,000, significantly improved from HKD 40,227,000 in the previous year[188]. - The company has taken measures to improve its liquidity and financial position, as detailed in the financial statements[157]. Acquisitions and Investments - The company completed the acquisition of 100% of the issued shares of Fook Cheung Overseas Limited for HKD 15,000,000 on June 24, 2022, to expand its current business and diversify its product offerings[48]. - The company raised approximately HKD 19,950,000 through a rights issue, with around 79.2% of the net proceeds allocated for business expansion and potential acquisitions, and 20.8% for general working capital[45]. - The company has no significant investments or acquisitions during the year ended March 31, 2022[28]. Risk and Uncertainties - There are significant uncertainties regarding the company's ability to continue as a going concern due to financial conditions[156]. - The company has no significant contingent liabilities other than those disclosed, and the management believes that the outcome of the ongoing litigation will not have a material adverse effect on the group's consolidated financial position[37][38].

Financial Performance - The company's revenue for the nine months ended December 31, 2021, was approximately HKD 88.1 million, a significant decrease of about 60.6% compared to approximately HKD 223.7 million for the same period in 2020[19] - The loss attributable to owners for the nine months ended December 31, 2021, was approximately HKD 34 million, compared to a loss of approximately HKD 19.4 million for the same period in 2020[19] - The basic and diluted loss per share for the nine months ended December 31, 2021, was approximately HKD 5.68 cents, compared to HKD 3.24 cents for the same period in 2020[19] - The gross profit for the nine months ended December 31, 2021, was HKD 720,000, compared to HKD 9,678,000 for the same period in 2020, indicating a significant decline[65] - The company incurred a loss before tax of HKD 33,981,000 for the nine months ended December 31, 2021, compared to a loss of HKD 19,215,000 for the same period in 2020, representing a 76.7% increase in losses[65] - The total comprehensive loss for the nine months ended December 31, 2021, was HKD 33,547,000, compared to HKD 15,657,000 for the same period in 2020, reflecting a worsening financial position[67] - The company reported other income of HKD 777,000 for the nine months ended December 31, 2021, down from HKD 6,836,000 for the same period in 2020, a decrease of 88.6%[65] - The group reported a net loss of HKD 9,124,000 for the three months ended December 31, 2021, compared to a loss of HKD 4,399,000 for the same period in 2020[87] Revenue Breakdown - Revenue from two-way radios decreased by approximately 61.9% to HKD 65.8 million for the nine months ended December 31, 2021, from HKD 172.7 million for the same period in 2020[22] - Revenue from baby monitors decreased by approximately 79.6% to HKD 600,000 for the nine months ended December 31, 2021, from HKD 2.9 million for the same period in 2020[23] - The company did not generate any service business revenue for the nine months ended December 31, 2021, compared to approximately HKD 7.7 million for the same period in 2020[23] - Revenue from other products decreased by approximately 46.4% to HKD 21.7 million for the nine months ended December 31, 2021, from HKD 40.5 million for the same period in 2020[25] - Total revenue from external customers for the nine months ended December 31, 2021, was HKD 88,056,000, a decrease of 60.7% compared to HKD 223,736,000 for the same period in 2020[85] Expenses and Costs - Sales cost decreased from HKD 214.1 million for the nine months ended December 31, 2020, to approximately HKD 87.3 million for the nine months ended December 31, 2021, a reduction of about 59.2%[32] - Gross profit margin fell from approximately 4.3% for the nine months ended December 31, 2020, to about 0.8% for the nine months ended December 31, 2021[32] - Administrative expenses increased from approximately HKD 28.2 million to about HKD 33.5 million, primarily due to increased R&D expenses[35] - The sales and distribution expenses for the nine months ended December 31, 2021, were HKD 1,063,000, down from HKD 3,200,000 for the same period in 2020, a decrease of 66.8%[65] - The cost of inventory recognized as an expense for the nine months ended December 31, 2021, was HKD 60,435,000, compared to HKD 179,711,000 for the same period in 2020[97] Strategic Plans - The company aims to enhance its product portfolio, strengthen its information management systems, and improve marketing efforts to achieve growth in existing businesses[29] - The company plans to diversify its revenue sources and seek new product opportunities while leveraging its established sales channels and networks[29] - The company plans to continue developing new product lines and exploring new customers and sales channels[31] Corporate Governance and Shareholder Information - The board of directors does not recommend the payment of any dividends for the nine months ended December 31, 2021[19] - The company did not issue any debt securities during the nine months ended December 31, 2021[50] - The company has fully complied with the corporate governance code during the nine months ended December 31, 2021[56] - No share options were granted, exercised, or lapsed under the share option scheme during the nine months ended December 31, 2021[62] - The total number of shares that may be issued upon exercise of all options granted under the scheme is 26,880,000 shares, representing approximately 4.5% of the issued share capital as of December 31, 2021[62] Market Conditions and Risks - The impact of COVID-19 and the US-China trade war has created additional uncertainties affecting the company's operations and financial condition[31] - The company will actively monitor the developments related to COVID-19 and the trade war and assess their impact on financial performance[31] Other Information - The company has no significant investments or capital asset plans as of the report date[39] - There were no significant contracts in which the directors had a direct or indirect interest during the nine months ended December 31, 2021[54] - No significant events occurred after December 31, 2021, up to the report date[64] - The group’s other losses for the nine months ended December 31, 2021, included a net exchange loss of HKD 587,000, compared to HKD 2,812,000 for the same period in 2020[94] - Rental expenses paid to a related company amounted to HKD 670,000 for the three months ended December 31, 2021, compared to HKD 522,000 for the same period in 2020, reflecting a 28.4% increase[107]

®Real On Real International Holdings Limited 安悅國際控股有限公司 （於 開 曼 群 島 註 冊 成 立 的 有 限 公 司 ) 股份代號：8245 250M (( (10 km) ��� CD IPX2 報 暗 期 °C )) 香港聯合交易所有限公司（「聯交所」）GEM的特色 GEM的定位，乃為中小型公司提供一個上市的市場，此等公司相比起其他在聯 交所上市的公司帶有較高投資風險。有意投資的人士應了解投資於該等公司的 潛在風險，並應經過審慎周詳的考慮後方作出投資決定。 由於GEM上市公司普遍為中小型公司，在GEM買賣的證券可能會較於聯交所主 板買賣之證券承受較大的市場波動風險，同時無法保證在GEM買賣的證券會有 高流通量的市場。 香港交易及結算所有限公司及聯交所對本報告的內容概不負責，對其準確性或 完整性亦不發表任何聲明，並明確表示概不就因本報告全部或任何部分內容而 產生或因倚賴該等內容而引致的任何損失承擔任何責任。 本報告的資料乃遵照聯交所GEM證券上市規則（「GEM上市規則」）而刊載，旨在 提供有關安悅國際控股有限公司（「本公司」，連同其附屬公司統稱「本集團」） ...

Revenue Performance - For the three months ended June 30, 2021, the company's revenue was approximately HKD 27.6 million, a significant decrease of about 67.4% compared to approximately HKD 84.7 million for the same period in 2020[23]. - Revenue from two-way radios decreased by approximately 76.5% to HKD 15.1 million for the three months ended June 30, 2021, from HKD 64.1 million for the same period in 2020[27]. - Revenue from baby monitors decreased by approximately 42.4% to HKD 0.3 million for the three months ended June 30, 2021, from HKD 0.6 million for the same period in 2020[27]. - The company did not generate any service business revenue for the three months ended June 30, 2021, compared to approximately HKD 7.7 million for the same period in 2020[28]. - Other products' revenue decreased by approximately 1.3% to HKD 12.2 million for the three months ended June 30, 2021, from HKD 12.4 million for the same period in 2020[28]. - Total revenue from goods and services for the three months ended June 30, 2021, was HKD 27,583,000, a decrease of 67.5% from HKD 84,660,000 in the same period of 2020[81]. - The company experienced a significant decline in revenue from external customers, with a total revenue drop of approximately 67.5% year-over-year[81]. - Revenue from Asia was HKD 26,400,000 for the three months ended June 30, 2021, an increase of 22.5% from HKD 21,667,000 in the same period of 2020[88]. Financial Losses - The loss attributable to owners of the company for the three months ended June 30, 2021, was approximately HKD 4.5 million, compared to a loss of approximately HKD 3.8 million for the same period in 2020[23]. - The basic and diluted loss per share for the three months ended June 30, 2021, was approximately HKD 0.75, compared to HKD 0.63 for the same period in 2020[23]. - The company incurred a loss before tax of HKD 4,493,000 for the three months ended June 30, 2021, compared to a loss of HKD 3,771,000 in the prior year, reflecting an increase in loss of approximately 19.2%[69]. - The company reported a loss attributable to owners of the company of HKD 4,493,000 for the three months ended June 30, 2021, compared to a loss of HKD 3,771,000 for the same period in 2020, representing an increase in loss of approximately 19.2%[71]. - Basic and diluted loss per share was HKD 0.75 for the three months ended June 30, 2021, compared to HKD 0.63 for the same period in 2020, indicating a 19.0% increase in loss per share[71]. Cost Management - The company's sales cost decreased by approximately 67.2% from about HKD 80.6 million for the three months ended June 30, 2020, to about HKD 26.4 million for the three months ended June 30, 2021[35]. - Selling and distribution expenses decreased from approximately HKD 1.1 million for the three months ended June 30, 2020, to about HKD 0.7 million for the three months ended June 30, 2021[36]. - Administrative expenses decreased from approximately HKD 7.2 million for the three months ended June 30, 2020, to about HKD 4.9 million for the three months ended June 30, 2021[37]. - Administrative expenses decreased to HKD 4,874,000 from HKD 7,177,000, showing a reduction of approximately 32.1%[69]. - The financing costs for the period were HKD 162,000, significantly lower than HKD 737,000 in the same period last year, a reduction of approximately 78.0%[69]. Strategic Plans - The company plans to diversify its revenue sources and expand its customer base by exploring business opportunities with existing and potential clients[30]. - The company plans to allocate approximately HKD 14.1 million (about 79.2% of net proceeds) for business expansion and potential acquisitions or investments[46]. - The remaining net proceeds of approximately HKD 3.7 million (about 20.8% of net proceeds) will be used for general working capital[46]. - The company will continue to seek opportunities to diversify revenue sources and develop new products[32]. - The company aims to enhance its product portfolio and strengthen its information management systems to achieve growth in existing businesses[32]. - The company plans to continue focusing on the design, trade, and manufacturing of two-way radios and baby monitors, as well as expanding its service business[77]. Other Financial Metrics - The gross profit for the same period was HKD 1,164,000, down from HKD 4,097,000 in 2020, indicating a decline of approximately 71.5%[69]. - The company's total comprehensive expenses for the period amounted to HKD 3,951,000, compared to HKD 3,746,000 in the previous year, reflecting an increase of 5.5%[71]. - The company reported other income of HKD 235,000, down from HKD 1,277,000 in the previous year, a decrease of approximately 81.7%[69]. - Other income amounted to HKD 235,000 for the three months ended June 30, 2021, down 81.7% from HKD 1,277,000 in the same period of 2020[94]. - The company reported a net foreign exchange loss of HKD 186,000 for the three months ended June 30, 2021, compared to a loss of HKD 83,000 in the same period of 2020, an increase of 124.1%[95]. - Employee benefit expenses were HKD 4,021,000 for the three months ended June 30, 2021, an increase of 22.6% from HKD 3,279,000 in the same period of 2020[97]. Corporate Governance - The company maintained compliance with all corporate governance codes during the reporting period[61]. - Major shareholders include Solution Smart Holdings with 112,589,600 shares (18.81%) and SMK Investment Company Limited with 90,997,600 shares (15.20%) as of June 30, 2021[53]. - The company did not issue any share options during the three months ended June 30, 2021, and has no unexercised options as of the report date[65]. - The company has no plans for share buybacks or sales during the reporting period[63]. - The company did not declare any dividends for the three months ended June 30, 2021, consistent with the same period in 2020[103]. - The company did not have any significant post-reporting date events as of June 30, 2021[108].