香港交易及結算所有限公司及香港聯合交易所有限公司（「聯交所」）對本公告之內 容概不負責，對其準確性或完整性亦不發表任何聲明，並明確表示概不就因本公 告全部或任何部分內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 AGTech Holdings Limited 亞博科技控股有限公司* （於百慕達註冊成立之有限公司） （股份代號：8279） 自願公告 與中國對外文化集團有限公司 訂立戰略合作框架協議 本公告乃亞博科技控股有限公司*（「本公司」，連同其附屬公司統稱「本集團」）自 願作出，以讓本公司股東及潛在投資者得知本集團之最新業務發展。 董事會認為，透過框架協議達成上述戰略合作，有利於本集團繼續擴展其於澳門 的文化娛樂業務，符合澳門政府的經濟多元發展戰略。憑藉本集團的數字能力及 本地資源，加上中國對外文化集團的豐富文化資源及場地運營專長，預計該戰略 合作亦將產生協同效應，並促進澳門打造成以中華文化為主流，多元文化共存的 世界旅遊休閒中心，從而為本公司及其股東帶來長期回報。 董事會謹此強調，儘管框架協議為訂約方的長遠戰略合作奠定基礎，惟有關合作 將取決於任何所訂立的補充或最終協議方可作實，而訂立補充或最終 ...

I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 不適用 | | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 08279 | 說明 | | | | | | | | | | 法定/註冊股份數目 | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | 20,000,000,000 | HKD | | 0.002 | HKD | | 40,000,000 | | 增加 / 減少 (-) | | | 0 | | | HKD | | 0 | | 本月底結存 | | 20,000,000,000 | HKD | | 0.002 | HKD | | 40,000,000 | 本月底法定/註冊股本總額： HKD 40,000,000 股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年7月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 亞博科技控股有限公司 呈交日期: 2 ...

Group 1 - The company announced the establishment of a joint venture, Yabo Technology Limited, and granted options to subscribe for new shares based on the joint venture shareholder agreement [1] - The joint venture was formed on January 19, 2007, involving Ladbroke Group, Maxprofit Investment Holdings Limited, and Ladbrokes Coral Group Limited, focusing on product management, development, sales, distribution, and related services [1] Group 2 - Due to changes in the business environment and strategy, the parties agreed to voluntarily terminate the joint venture and its sole subsidiary, Yabo Taike Technology (Beijing) Limited, effective August 1, 2025 [2] - The board believes that the voluntary termination of the joint venture and its sole subsidiary will not have any significant adverse impact on the existing business of the group and is in the overall interest of the company and its shareholders [2]

Core Points - The announcement involves the establishment of a joint venture company, Yabo Technology Limited, and the granting of options to subscribe for new shares of the company under the joint venture shareholder agreement [1] - The joint venture agreement was signed on January 19, 2007, between Ladbroke Group, Maxprofit Investment Holdings Limited, the joint venture, and Ladbrokes Coral Group Limited, focusing on product management, development, sales, distribution, and related services [1] - Due to changes in the business environment and strategy, the parties agreed to terminate the joint venture agreement effective August 1, 2025, along with the cessation of operations of its sole subsidiary, Yabo Taike Technology (Beijing) Limited [1] - The board believes that voluntarily ending the joint venture and its sole subsidiary will not have a significant adverse impact on the group's existing business and aligns with the overall interests of the company and its shareholders [2]

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之內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示概不就因本公告全部或任何 部分內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 亞博科技控股有限公司* AGTech Holdings Limited 亞博科技控股有限公司* （於百慕達註冊成立之有限公司） （股份代號：8279） 終止合營協議 茲提述亞博科技控股有限公司*（前稱萬佳訊控股有限公司*）（「本公司」，連同其 附屬公司統稱「本集團」）日期為2007年1月23日之公告（「該公告」）及本公司日期為 2007年2月13日之通函（「該通函」），內容有關成立合營公司亞博科技有限公司（「合 營公司」）以及根據合營公司股東協議（「合營協議」）授予可認購本公司新股份之期 權。除另有界定者外，本公告所用詞彙與該公告及該通函所界定詞彙具有相同涵義。 於2007年1月19日，Ladbroke Group、Maxprofit Investment Holdings Limited（乃本公 司 之 間 接 全 資 附 屬 公 司）、合 營 公 司、Ladbrokes Coral Group Lim ...

July 30, 2025 Dear Non-registered Holder(s) (Note 1), AGTech Holdings Limited (the "Company") – Notification of publication of the Annual Report 2024/2025 (the "Current Corporate Communication") and Environmental, Social and Governance Report 2024/25 (the "ESG Report 2024/25") The English and Chinese versions of the Company's Current Corporate Communication and the ESG Report 2024/25 are available on the Company's website at www.agtech.com and the website of The Stock Exchange of Hong Kong Limited (the "Sto ...

AGTech Holdings Limited 亞博科技控股有限公司* (incorporated in Bermuda with limited liability) （於百慕達註冊成立之有限公司） (Stock Code 股份代號: 8279) NOTIFICATION LETTER 通知信函 July 30, 2025 Dear Registered Shareholders. AGTech Holdings Limited (the "Company") – Notice of publication of the Annual Report 2024/2025 (the "Current Corporate Communication") and Environmental, Social and Governance Report 2024/25 (the "ESG Report 2024/25") The English and Chinese versions of the Company's Current Corporate Communication and the ESG Report ...

8279 - ¡¢£¤ 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主板上市 的公司帶有較高投資風險。有意投資的人士應 了解投資於該等公司的潛在風險，並應經過審 慎周詳的考慮後方作出投資決定。 由於GEM上市公司普遍為中小型公司，在GEM 買賣的證券可能會較於主板買賣之證券承受較 大的市場波動風險，同時無法保證在GEM買賣 的證券會有高流通量的市場。 責任聲明 香港交易及結算所有限公司及香港聯合交易所 有限公司對本報告之內容概不負責，對其準確 性或完整性亦不發表任何聲明，並明確表示概 不就因本報告全部或任何部分內容而產生或因 倚賴該等內容而引致之任何損失承擔任何責任。 本報告的資料乃遵照香港聯合交易所有限公司 GEM證券上市規則而刊載，旨在提供本公司 的資料；各董事願就本報告的資料共同及個別 地承擔全部責任。各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，且並無遺漏任何其他事項，足以令致本報 告或其所載任何陳述產生誤導。 03 16 前言 緒言 可持續性管理 環境、社會及管治策略、政策及常規 53 ...

[Company Profile](index=14&type=section&id=Company%20Profile) The group is a comprehensive fintech entity focusing on digital banking, payments, and lottery, aiming to be a global leader leveraging Macau's strategic advantages for financial digitalization and blockchain innovation [About the Group](index=14&type=section&id=About%20the%20Group) AGTech is a comprehensive fintech group with core businesses in digital banking, digital payments, local consumer services, and lottery, serving as the exclusive lottery platform for Alibaba and Ant Group - The company's core businesses are categorized into four segments: **Digital Banking**, **Digital Payments**, **Local Consumer Services**, and **Lottery Operations**[28](index=28&type=chunk) - The Group serves as the exclusive lottery platform for Alibaba Group and Ant Group, and is an associate member of the World Lottery Association (WLA) and Asia Pacific Lottery Association (APLA)[27](index=27&type=chunk) [Corporate Strategy and Objectives](index=15&type=section&id=Corporate%20Strategy%20and%20Objectives) AGTech aims to be a leading global comprehensive fintech group, focusing on digital banking, payments, and local consumer services, leveraging Macau's strategic advantages to drive financial digitalization and blockchain finance in the Web 3.0 era - The company's strategic goal is to become a leading global comprehensive fintech group, meeting market demands in **digital banking, payments, local services, and lottery**[30](index=30&type=chunk) - Future plans include leveraging Macau's strategic advantages (free port, independent currency system, open financial innovation) to promote **blockchain finance development** in the Greater Bay Area through a one-stop digital life and financial platform, cross-border fintech, and blockchain technology[30](index=30&type=chunk) [Chairman's Statement](index=20&type=section&id=Chairman%27s%20Statement) Chairman Mr. Sun Hao reported the Group's adherence to its fintech strategy, building a digital business ecosystem through the acquisition of Ant Bank (Macau), achieving significant growth in digital banking clients and payments, empowering Macau's cultural tourism, and planning to advance blockchain finance - Acquired a controlling stake in Ant Bank (Macau) in September 2024, establishing a digital business ecosystem encompassing **digital banking, digital payments, and digital local consumer services**[41](index=41&type=chunk) Key Operating Data for the Review Period | Metric | Data | | :--- | :--- | | Total Digital Banking Customers | Doubled growth compared to previous fiscal year-end | | Total Digital Banking Deposits | Increased by approximately **2.8 times** compared to previous fiscal year-end | | MPay E-wallet Registered Users | Nearly **1.5 million** | | MPay Cross-border Payment Service User Growth | Approximately **148%** | | Macau Pass Card Cumulative Issuance | Over **5 million** cards | - Launched the 'Macau Pass - National Pass Card', supporting public transportation in over **300 cities** across Hong Kong, Macau, and mainland China, promoting Greater Bay Area connectivity[42](index=42&type=chunk) - Through the 'Ticketing+' diversified service system, supported over **200 major performances and events** in Macau, deeply empowering Macau's cultural tourism industry[44](index=44&type=chunk) - Future plans include leveraging Macau's strategic advantages (free port + independent currency system + open financial innovation) to launch the 'Macau Web 3.0 Think Tank', focusing on blockchain financial policy research and RWA technical standard setting to promote **blockchain finance development**[47](index=47&type=chunk) [Corporate Governance Report](index=26&type=section&id=Corporate%20Governance%20Report) The report details the company's commitment to high corporate governance standards, adherence to GEM Listing Rules, board structure, committee functions, diversity initiatives, and shareholder rights [Corporate Governance Practices](index=26&type=section&id=Corporate%20Governance%20Practices) The company is committed to high corporate governance standards, largely complying with GEM Listing Rules' Code, though noting deviations like the Chairman and CEO roles being combined, which the company believes ensures stable leadership - The company has adopted the Corporate Governance Code in Appendix C1 of the GEM Listing Rules, applying its principles to board meetings, composition, and director appointments[52](index=52&type=chunk) - The report disclosed seven deviations from the Code provisions, including the **Chairman and CEO roles being combined**, the **Chairman being exempt from retirement by rotation**, and the **absence of a dividend policy**[54](index=54&type=chunk)[57](index=57&type=chunk)[59](index=59&type=chunk) [Board and Committees](index=30&type=section&id=Board%20and%20Committees) The Board is the company's highest decision-making body, supported by five committees—Remuneration, Nomination, Corporate Governance, Audit, and Risk Management & Internal Control—to oversee corporate policy, business strategy, and risk management [Board of Directors](index=30&type=section&id=Board%20of%20Directors) The Board is responsible for the Group's strategic planning and major financial matters, with membership changes during the review period maintaining independent non-executive directors and ensuring their independence - The Board is the highest decision-making body, responsible for **corporate policy formulation, business strategy planning, risk management, and major capital transactions**[62](index=62&type=chunk) - During the review period, Board membership changes included the resignation of Mr. Dong Benhong, retirement of Mr. Zou Liang, and appointment of Mr. Chan Ka Leung and Ms. Yuen Kit Ming as **independent non-executive directors**[63](index=63&type=chunk) [Board Committees](index=41&type=section&id=Board%20Committees) The company has five Board committees: Remuneration, Nomination, Corporate Governance, Audit, and Risk Management & Internal Control, each responsible for specific areas such as compensation policy, director nominations, governance oversight, financial reporting, and risk identification and monitoring - **Remuneration Committee**: Composed of independent non-executive directors, responsible for setting remuneration policies and recommending director compensation packages, holding four meetings during the review period to deliberate on director remuneration and award share grants[92](index=92&type=chunk)[94](index=94&type=chunk) - **Nomination Committee**: Composed of the Chairman and independent non-executive directors, responsible for formulating nomination policies, reviewing Board composition, and assessing director independence, holding two meetings during the review period to review director tenure and independence, and nominate new directors[96](index=96&type=chunk)[97](index=97&type=chunk) - **Audit Committee**: Composed of independent non-executive directors, responsible for reviewing financial reporting processes and risk management and internal control systems, holding three meetings during the review period to review interim and annual results and meet with external auditors[106](index=106&type=chunk) - **Risk Management and Internal Control Committee**: Composed of the CEO, CFO/Company Secretary, and Head of Internal Audit, responsible for implementing risk management and internal control systems, holding two meetings during the review period to confirm the effectiveness and adequacy of the Group's risk management and internal control systems[109](index=109&type=chunk)[111](index=111&type=chunk)[116](index=116&type=chunk) [Diversity](index=56&type=section&id=Diversity) The company has adopted a Board diversity policy with measurable targets for gender, age, nationality, and tenure, achieving these goals, and also focuses on employee gender diversity Board Diversity Target Achievement (As of Reporting Date) | Category | Composition | Measurable Target | Achieved | | :--- | :--- | :--- | :--- | | **Gender** | 4 Male (57%), 3 Female (43%) | Both male and female participation | ✓ | | **Age** | 40-49 years (43%), 50-69 years (57%) | Age range spanning at least ten years | ✓ | | **Nationality/Region** | Mainland China (43%), Hong Kong (43%), Macau (14%) | More than one nationality or regional identity | ✓ | | **Tenure** | <3 years (43%), 3-6 years (29%), >7 years (29%) | Different lengths of service | ✓ | | **Designated Roles** | Executive (29%), Non-executive (29%), Independent Non-executive (43%) | Significant proportion of non-executive directors | ✓ | - As of March 31, 2025, the Group's total workforce was **368 employees**, with **217 males (approximately 59%)** and **151 females (approximately 41%)**[140](index=140&type=chunk)[141](index=141&type=chunk) [Shareholder Rights](index=66&type=section&id=Shareholder%20Rights) The report clarifies key shareholder rights, including procedures for convening extraordinary general meetings, proposing resolutions, and nominating directors, with clear channels for shareholder inquiries - Shareholders holding not less than **one-tenth of the company's paid-up capital** have the right to request the Board to convene an extraordinary general meeting to consider proposals in their written request[154](index=154&type=chunk) - Shareholders can submit inquiries to the Company Secretary via mail, phone, or email, or directly ask questions to the Board at general meetings[157](index=157&type=chunk) [Management Discussion and Analysis of Group Performance and Business](index=72&type=section&id=Management%20Discussion%20and%20Analysis%20of%20Group%20Performance%20and%20Business) This section provides an overview of the industry landscape, a detailed review of the Group's business segments, and an analysis of its financial performance during the reporting period [Industry Overview](index=74&type=section&id=Industry%20Overview) The report analyzes the macroeconomic environment of Macau's banking, digital payment, local consumer, and China's lottery industries, noting stable financial growth, record digital payment transactions, and booming lottery sales - **Macau Banking Sector**: As of March 2025, total assets reached **MOP2.4 trillion**, with 2024 profits decreasing by **21.3%** year-on-year, yet capital adequacy and liquidity remain above regulatory requirements, indicating overall stability[172](index=172&type=chunk) - **Macau Digital Payment Market**: In 2024, transaction volume increased by **17.9%** year-on-year to **355 million transactions**, with total transaction value rising by **7.8%** to **MOP30.3 billion**, facing challenges such as low tourist spending, intense competition, and consumer outflow[174](index=174&type=chunk)[175](index=175&type=chunk) - **China Lottery Market**: In 2024, national lottery sales reached **RMB623.486 billion**, a year-on-year increase of **7.6%**, surpassing the **RMB600 billion** mark for the first time[178](index=178&type=chunk) [Business Review](index=78&type=section&id=Business%20Review) This year, all Group business segments made significant progress, with digital banking and payments achieving substantial growth, local consumer services integrating into Macau's cultural tourism, and the lottery business winning tenders despite a decline in offline sales - **Digital Banking Business**: Ant Bank (Macau) saw its total customer base **double** and total deposits increase by approximately **2.8 times** compared to the previous fiscal year-end, establishing full-chain services for deposits, loans, wealth management, and investments, maintaining industry-leading capital adequacy[180](index=180&type=chunk)[210](index=210&type=chunk) - **Digital Payment Business**: Macau Pass card cumulative issuance exceeded **5 million**, with the launch of the 'National Pass Card'; MPay e-wallet registered users reached approximately **1.5 million**, and cross-border payment user growth was **148%**; acquiring business covered approximately **90%** of local merchants in Macau[182](index=182&type=chunk)[200](index=200&type=chunk)[202](index=202&type=chunk) - **Local Consumer Services Business**: Leveraging MPay and Macau Pass networks, value was created for merchants through the mCoin and mPass platforms, strategic cooperation was achieved with Huawei, and over **200 major performances and events** were supported via the 'Ticketing+' model[203](index=203&type=chunk)[204](index=204&type=chunk) - **Lottery Business**: Won **17 lottery hardware tenders**, with offline lottery agency sales revenue of approximately **HKD75.65 million**, a year-on-year decrease of approximately **28%**, primarily due to insufficient supply of instant tickets[205](index=205&type=chunk)[211](index=211&type=chunk) [Financial Performance Review](index=89&type=section&id=Financial%20Performance%20Review) For the 12-month period ended March 31, 2025, the Group recorded revenue of approximately **HKD615 million**, with operating loss expanding to **HKD71.8 million** and a net loss of **HKD98.6 million**, primarily due to fair value loss on a loan and decreased finance income, while maintaining a sound financial position - Due to a change in fiscal year-end, the current reporting period is **12 months** (ended March 31, 2025), while the comparative period was **15 months** (ended March 31, 2024), making the data not directly comparable[212](index=212&type=chunk) Annual Financial Performance Summary (HKD) | Metric | Year Ended March 31, 2025 | Fifteen Months Ended March 31, 2024 | | :--- | :--- | :--- | | **Revenue** | **615 million** | **767 million** | | **Operating Loss** | **71.8 million** | **44.8 million** | | **(Loss)/Profit for the Year/Period** | **(98.6 million)** | **30.7 million** | - Key reasons for the shift from profit to loss during the year include: **fair value loss of approximately HKD70.9 million** on a convertible term loan to an Indian joint venture, a **decrease in finance income of approximately HKD32.2 million**, and a **one-off loss provision of approximately HKD10.3 million** for a trade receivable[218](index=218&type=chunk) - As of March 31, 2025, the Group's total assets were approximately **HKD6.245 billion**, with a current ratio of approximately **1.3**, indicating sufficient financial resources, and Ant Bank (Macau)'s capital adequacy ratio was approximately **56.0%**, significantly above the **8%** minimum regulatory requirement[220](index=220&type=chunk) [Directors' Report](index=106&type=section&id=Directors%27%20Report) This report details the Group's connected transactions, share option and award schemes, and provides a comprehensive review of business operations and key risk factors [Connected Transactions and Continuing Connected Transactions](index=109&type=section&id=Connected%20Transactions%20and%20Continuing%20Connected%20Transactions) The report details significant transactions with connected parties, primarily Alibaba and Ant Group, including capital injection into Ant Bank (Macau) and various continuing connected transactions for services, all with annual caps and reviewed by independent non-executive directors - **Connected Transactions**: The Group's indirect wholly-owned subsidiary, mFinance, along with connected parties including Alipay (Macau) Holdings, jointly injected capital into Ant Bank (Macau) to maintain their respective equity proportions and meet funding needs, with mFinance's subscription constituting a connected transaction for the company[269](index=269&type=chunk)[272](index=272&type=chunk) - **Continuing Connected Transactions with Alibaba Group**: Includes the **2023 Retail Link Cooperation Agreement** for lottery sales (ceased to be a continuing connected transaction in March 2024) and a **Technology Service Framework Agreement** for procuring cloud computing and e-commerce technology services from Alibaba Cloud with annual caps until March 31, 2027[274](index=274&type=chunk)[279](index=279&type=chunk)[281](index=281&type=chunk)[286](index=286&type=chunk) - **Continuing Connected Transactions with Ant Group**: Includes **Macau Pass acquiring services** for Alipay entities, **Macau Pass payment and related services** (mutual provision of technology, clearing, user referral), **Ant Bank (Macau) Framework Agreement** for resource sharing and technology services from Ant Group, and **Deposit Service Framework Agreement** allowing the Group to place deposits with Ant Bank (Macau) with a maximum daily deposit limit[290](index=290&type=chunk)[297](index=297&type=chunk)[307](index=307&type=chunk)[315](index=315&type=chunk) [Share Option and Share Award Schemes](index=139&type=section&id=Share%20Option%20and%20Share%20Award%20Schemes) The company operates share option and award schemes to incentivize employees, with the 2014 Share Option Scheme terminated and replaced by the 2024 scheme, and significant share awards granted, vested, and forfeited during the review period - **2014 Share Option Scheme**: Terminated on September 9, 2024, with no share options granted, exercised, cancelled, or lapsed during the review period[347](index=347&type=chunk)[351](index=351&type=chunk) - **2024 Share Option Scheme**: Adopted on September 9, 2024, with a ten-year validity, and no share options granted as of March 31, 2025[352](index=352&type=chunk)[357](index=357&type=chunk) - **Share Award Scheme**: During the review period, a total of **104,247,421 award shares** were granted to **104 eligible persons**, including directors and employees[366](index=366&type=chunk) Share Award Scheme Movements (Year Ended March 31, 2025) | Item | Number of Shares | | :--- | :--- | | Outstanding as of April 1, 2024 | **106,565,450** | | Granted during the year | **104,247,421** | | Vested during the year | **(39,239,020)** | | Forfeited during the year | **(22,400,000)** | | **Outstanding as of March 31, 2025** | **149,173,851** | [Business Review and Risk Factors](index=161&type=section&id=Business%20Review%20and%20Risk%20Factors) This section provides a comprehensive review of the Group's business and identifies key risks, including regulatory dependence and market competition in digital banking and payments, policy uncertainties in China's lottery business, and geopolitical impacts on overseas investments, with risk mitigation through internal controls and stakeholder engagement - Key risks faced by the Group include: **Digital banking and payment business risks** (reliance on Macau Monetary Authority licenses, intense market competition, and economic downturn impact on asset quality); **China regulatory uncertainties** (potential policy restrictions on lottery products, changes in issuance fee ratios, and uncertain opening of mobile/internet lottery agency channels); and **Geopolitical risks** (potential adverse impacts on overseas investments, such as in India, due to geopolitical tensions)[409](index=409&type=chunk)[411](index=411&type=chunk) - The Group formulates risk management measures through its Risk Management and Internal Control Committee, regularly consulting with the Corporate Compliance and Legal Department to ensure compliance with relevant laws and regulations in mainland China and Macau[412](index=412&type=chunk) - The report emphasizes relationships with key stakeholders including **shareholders, business partners, employees, suppliers, customers, regulators, and the community**, outlining specific measures to maintain these relationships[423](index=423&type=chunk)[424](index=424&type=chunk) [Financial Summary](index=172&type=section&id=Financial%20Summary) This section provides a summary of the Group's performance, assets, and liabilities for the past five financial years/reporting periods, showing revenue of HKD615 million and total assets increasing to HKD6.245 billion in FY2025 (12 months), primarily due to the consolidation of assets after the acquisition of Ant Bank (Macau) Five-Year Financial Summary (HKD '000) | Metric | Year Ended March 31, 2025 | Fifteen Months Ended March 31, 2024 | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Revenue** | **614,968** | **766,583** | **351,414** | **253,242** | **161,649** | | **Operating Loss** | **71,826** | **44,778** | **129,715** | **65,785** | **131,087** | | **(Loss)/Profit Attributable to Owners** | **(90,432)** | **31,860** | **(126,700)** | **(63,633)** | **(121,372)** | | **Total Assets** | **6,244,605** | **3,729,660** | **6,422,104** | **3,081,673** | **3,148,432** | | **Total Liabilities** | **(3,484,010)** | **(1,076,846)** | **(3,759,265)** | **(195,533)** | **(205,118)** | | **Net Assets** | **2,760,595** | **2,652,814** | **2,662,839** | **2,886,140** | **2,943,314** | [Financial Statements](index=175&type=section&id=Financial%20Statements) This section presents the independent auditor's report, the Group's consolidated financial statements, and detailed notes explaining accounting policies and financial performance [Independent Auditor's Report](index=175&type=section&id=Independent%20Auditor%27s%20Report) PricewaterhouseCoopers issued an unmodified opinion on the Group's consolidated financial statements for the year ended March 31, 2025, identifying goodwill impairment assessment as a key audit matter due to significant judgment - PricewaterhouseCoopers issued an **unmodified audit opinion**[440](index=440&type=chunk) - A key audit matter is **goodwill impairment assessment**; as of March 31, 2025, the Group's goodwill was **HKD1.546 billion**, a significant carrying amount with considerable estimation uncertainty, warranting auditor focus[446](index=446&type=chunk)[447](index=447&type=chunk) [Consolidated Financial Statements](index=180&type=section&id=Consolidated%20Financial%20Statements) This section includes the Group's four core financial statements, showing a net loss for the review period but a significant increase in total assets due to the Ant Bank (Macau) acquisition, and positive operating cash flow Consolidated Statement of Profit or Loss Summary (HKD '000) | Item | Year Ended March 31, 2025 | Fifteen Months Ended March 31, 2024 | | :--- | :--- | :--- | | Revenue | **614,968** | **766,583** | | Operating Loss | **(71,826)** | **(44,778)** | | **(Loss)/Profit for the Year/Period** | **(98,567)** | **30,716** | | Attributable to Owners of the Company | **(90,432)** | **31,860** | Consolidated Statement of Financial Position Summary (HKD '000) | Item | As of March 31, 2025 | As of March 31, 2024 | | :--- | :--- | :--- | | **Total Assets** | **6,244,605** | **3,729,660** | | Non-current Assets | **2,059,709** | **1,998,092** | | Current Assets | **4,184,896** | **1,731,568** | | **Total Liabilities** | **3,484,010** | **1,076,846** | | Current Liabilities | **3,346,898** | **950,123** | | **Total Equity** | **2,760,595** | **2,652,814** | Consolidated Statement of Cash Flows Summary (HKD '000) | Item | Year Ended March 31, 2025 | Fifteen Months Ended March 31, 2024 | | :--- | :--- | :--- | | Net Cash from Operating Activities | **1,169,540** | **(2,584,140)** | | Net Cash Used in Investing Activities | **(459,883)** | **(214,564)** | | Net Cash from Financing Activities | **16,532** | **(48,367)** | | **Net Increase/(Decrease) in Cash and Cash Equivalents** | **726,189** | **(2,847,071)** | [Notes to the Consolidated Financial Statements](index=189&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) The notes to the financial statements provide detailed explanations of accounting policies, key estimates, and financial statement items, highlighting business combinations, goodwill impairment, financial instrument risk management, segment information, and connected party transactions - **Business Combination**: On September 2, 2024, the Group completed the acquisition of a controlling interest in Ant Bank (Macau), with a total consideration transferred at fair value of **HKD275 million**, recognizing identifiable net assets at fair value of **HKD365 million**, resulting in **goodwill of HKD87.04 million**[737](index=737&type=chunk)[738](index=738&type=chunk)[739](index=739&type=chunk) - **Goodwill Impairment Assessment**: The Group performs annual impairment tests on goodwill; the recoverable amounts for the lottery and digital payment cash-generating units are determined using the market approach (EV/S ratio), while the digital banking business uses the value-in-use method (discounted cash flows), with management concluding no impairment was necessary as of March 31, 2025[643](index=643&type=chunk)[644](index=644&type=chunk)[646](index=646&type=chunk) - **Segment Information**: The Group reports across three segments: digital payment and related businesses, digital banking business, and lottery business; for the year ended March 31, 2025, the lottery business recorded the highest segment result of **HKD53.46 million**, while both digital payment and digital banking businesses recorded losses[604](index=604&type=chunk)[605](index=605&type=chunk) - **Fair Value Changes of Financial Assets**: A fair value loss of approximately **HKD70.92 million** was recognized during the year on a convertible term loan provided to an Indian joint venture, with its fair value decreasing from approximately **HKD81.91 million** to approximately **HKD10.99 million**[703](index=703&type=chunk)[706](index=706&type=chunk)

Financial Performance - The company's revenue for the year ended March 31, 2025, was approximately HKD 615 million, a decrease of about 19.8% compared to the revenue of HKD 766.6 million for the fifteen months ended March 31, 2024[6]. - Revenue from digital payment and related businesses decreased by approximately HKD 148.4 million to about HKD 307.3 million, primarily due to reduced consumer spending and intense competition in the Macau digital payment market[6]. - The lottery business revenue decreased by approximately HKD 71 million to about HKD 239.9 million, attributed to supply shortages in several provinces in China[7]. - The company recorded an operating loss of approximately HKD 71.8 million for the year ended March 31, 2025, compared to an operating loss of HKD 44.8 million for the fifteen months ended March 31, 2024[7]. - The net loss for the year ended March 31, 2025, was approximately HKD 98.6 million, a significant decline from a profit of HKD 30.7 million for the fifteen months ended March 31, 2024[7]. - The group reported a loss before tax of HKD 101,078,000 for the year ended March 31, 2025, compared to a profit of HKD 28,305,000 for the fifteen months ended March 31, 2024[18]. - The group incurred total operating expenses of HKD 310,426,000 for the year ended March 31, 2025, down from HKD 407,684,000 for the fifteen months ended March 31, 2024, indicating a reduction of approximately 23.9%[25]. - The company reported a basic loss per share of HKD 0.790 for the year ended March 31, 2025, compared to earnings per share of HKD 0.279 for the fifteen months ended March 31, 2024[9]. Assets and Liabilities - Total assets increased to HKD 6,244,605,000 in 2025 from HKD 3,729,660,000 in 2024, representing a growth of 67.4%[10]. - Total liabilities increased to HKD 3,484,010,000 in 2025 from HKD 1,076,846,000 in 2024, marking a rise of 223.5%[11]. - Net assets rose to HKD 2,760,595,000 in 2025, compared to HKD 2,652,814,000 in 2024, an increase of 4.1%[11]. - Non-current assets as of March 31, 2025, totaled HKD 2,041,085,000, an increase from HKD 1,908,141,000 as of March 31, 2024[22]. - The group's inventory as of March 31, 2025, was approximately HKD 21,600,000, an increase from HKD 20,800,000 as of March 31, 2024, with inventory turnover days decreasing from 107 days to 88 days[102]. - The group's trade receivables as of March 31, 2025, were approximately HKD 21,000,000, up from HKD 20,200,000 as of March 31, 2024, with trade receivables turnover days slightly decreasing from 14 days to 12 days[102]. Digital Banking and Payment Services - Interest income generated from digital banking operations was approximately HKD 51.1 million, contributing to the overall revenue[8]. - The company is focusing on expanding its digital banking services and enhancing its digital payment offerings in the Macau market[15]. - Digital banking services generated HKD 67,761,000 in revenue for 2025, with interest income from digital banking services contributing approximately HKD 51,149,000[15]. - The digital banking segment's total assets amounted to HKD 3,006,298,000 as of March 31, 2025, while total liabilities were HKD 2,493,054,000[20]. - Ant Bank (Macau) contributed approximately HKD 67.8 million in revenue since its acquisition on September 2, 2024, with net interest income from digital banking operations amounting to approximately HKD 18.2 million[83]. Employee and Operational Expenses - Employee benefit expenses decreased by approximately HKD 15.5 million to about HKD 194.1 million, partially offsetting the increase in operating losses[7]. - The total employee cost (excluding directors' remuneration) for the year ended March 31, 2025, was approximately HKD 184,200,000, down from HKD 195,900,000 for the fifteen months ended March 31, 2024[98]. - The number of employees decreased from 413 as of March 31, 2024, to 368 as of March 31, 2025[86]. - Other operating expenses decreased by approximately HKD 97.3 million to about HKD 310.4 million for the year ending March 31, 2025, compared to approximately HKD 407.7 million for the fifteen months ending March 31, 2024[85]. Corporate Governance and Shareholder Structure - The company has a significant concentration of ownership, with major shareholders controlling over 55% of the total issued shares[111]. - The company's governance structure includes multiple layers of ownership through controlled entities, impacting shareholder dynamics[113]. - The audit committee, consisting of three independent non-executive directors, has reviewed the audited consolidated financial statements for the year ending March 31, 2025[118]. - The company has adopted GEM Listing Rules regarding directors' securities trading conduct, with no known violations reported during the review period[119]. - The company has complied with the corporate governance code, with some deviations noted regarding the roles of the chairman and CEO[129]. Strategic Initiatives and Market Trends - The company aims to expand its business into complementary industries, including banking, e-commerce, and local consumer services, to drive mobile payments and support smart city development[39]. - The Macau digital payment market is expected to evolve beyond simple tool replacement to become a core infrastructure driving digital economy innovation through scenario innovation and data empowerment[43]. - The Macau government is actively promoting the "Tourism+" cross-industry integration strategy, enhancing the positioning of Macau as a "World Tourism and Leisure Center" and driving the development of composite consumption scenarios[44]. - The company plans to deepen its service offerings to meet the diverse needs of users in the Greater Bay Area and globally[39]. Dividend and Share Options - The company did not recommend the payment of a final dividend for the year[7]. - The company has not established a dividend policy due to the absence of distributable reserves calculated under Bermuda law[136]. - The company adopted the 2024 Share Option Scheme at the conclusion of the annual general meeting on September 9, 2024, terminating the 2014 Share Option Scheme[123]. - As of March 31, 2025, there were zero unexercised share options granted under the 2024 Share Option Scheme[124].