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 部分內容而產生或因依賴該等內容而引致的任何損失承擔任何責任。 SDM Education Group Holdings Limited SDM教育集團控股有限公司 （於開曼群島註冊成立的有限公司） （股份代號：8363） 有關截至二零二二年十二月三十一日止年度 之年度業績公告及年報之補充公告 茲提述(i)SDM教育集團控股有限公司（「本公司」，連同其附屬公司統稱「本集團」） 日期為二零二三年四月二十八日的公告，內容有關（其中包括）本集團截至二零二二 年十二月三十一日止年度之經審核年度業績（「二零二二年度業績公告」）；(ii)本公 司於二零二三年五月一日刊登的截至二零二二年十二月三十一日止年度之年報（「二 零二二年報」）（統稱「二零二二年度業績」）；及(iii)本公司日期為二零二三年五月十 五日有關本集團截至二零二三年三月三十一日止三個月之第一季度業績（「二零二三 年第一季度業績」）的公告。除文義另有所指，本公告所用詞彙與二零二二年度業績 所界定者具相同涵義。 核數 ...

Financial Performance - For the three months ended March 31, 2023, the group's revenue was approximately HKD 44.9 million, compared to HKD 20.5 million for the same period in 2022, representing a growth of 118.5%[2] - The loss attributable to shareholders for the three months ended March 31, 2023, was approximately HKD 1 million, a significant improvement from a loss of HKD 13.1 million in the same period last year[2] - The basic loss per share for the three months ended March 31, 2023, was approximately HKD 0.16, compared to a loss of HKD 2.87 per share in the previous year, indicating a reduction of 94.4%[4] - The group's other income for the three months ended March 31, 2023, was HKD 13.4 million, up from HKD 9.5 million in the same period last year, reflecting a growth of 40.5%[3] - The group's financing costs decreased to HKD 1.4 million for the three months ended March 31, 2023, from HKD 3.1 million in the same period last year, a reduction of 55.5%[3] - The group reported a pre-tax loss of HKD 0.5 million for the three months ended March 31, 2023, compared to a pre-tax loss of HKD 13.5 million in the same period last year, showing a significant improvement[3] - The total comprehensive loss for the three months ended March 31, 2023, was HKD 3.6 million, down from HKD 14.2 million in the same period last year, indicating a reduction of 74.7%[4] - The group recognized a foreign exchange loss of HKD 3.3 million from overseas operations for the three months ended March 31, 2023, compared to a loss of HKD 0.9 million in the same period last year[4] Revenue Breakdown - Revenue from the Dance Academy business reached HKD 16,345,000, up 526.5% from HKD 2,606,000 year-on-year[14] - Revenue from the Early Childhood Education business was HKD 26,009,000, representing a 68.1% increase from HKD 15,452,000 in the previous year[14] - Revenue from Hong Kong was HKD 22,240,000, a substantial rise of 270.5% compared to HKD 6,009,000 in 2022[17] - Revenue from Singapore amounted to HKD 22,740,000, an increase of 56.8% from HKD 14,492,000 year-on-year[17] - Total revenue increased from approximately HKD 20.5 million in the corresponding period of 2022 to approximately HKD 44.9 million in the reporting period, primarily due to an increase of approximately HKD 13.7 million from the dance academy business[32] Share Capital and Dividends - The total issued share capital increased to HKD 68,640,000, with 686,400,000 shares following a rights issue[26] - The company did not declare or propose any dividends for the three months ended March 31, 2023, consistent with the previous year[24] - The company issued 228.8 million shares through a rights issue, increasing the issued share capital to HKD 68.64 million[36] - As of March 31, 2023, the total issued share capital of the company was HKD 68,640,000, divided into 686,400,000 shares with a par value of HKD 0.1 each[47] Corporate Governance - The audit committee, composed of independent non-executive directors, reviewed the group's accounting principles and practices without any objections[64] - The company has adhered to all corporate governance code provisions without any deviations during the reporting period[60] - There were no conflicts of interest reported among directors or controlling shareholders during the reporting period[58] - The company has adopted a code of conduct for directors regarding securities trading, ensuring compliance with the GEM listing rules[61] - The company received written confirmation from controlling shareholders regarding their compliance with non-competition agreements[59] Business Operations and Strategy - The company operates primarily in the fields of dance education, early childhood education, speech therapy, and photography services in Hong Kong and Singapore[6] - The number of enrolled students in Singapore's preschool institutions reached approximately 1,000, with a total capacity of 1,560, resulting in a utilization rate of 63%, up from 60% in the previous year[30] - Employee and teaching consultancy service costs rose by approximately 46% to about HKD 29.2 million, compared to approximately HKD 20 million in 2022[32] - The group aims to strengthen its position in the dance school industry in Hong Kong and overseas, actively seeking investment opportunities for further expansion in the Asian dance school sector[41] - Since 2018, the group has been expanding into mainstream education markets overseas, including acquiring several preschool institutions in Singapore and entering the education sector in Australia since 2019[41] - The board believes that the acquisitions provide an excellent development platform and opportunities to expand its early childhood education business internationally, enhancing competitiveness[41] Financial Liabilities and Investments - As of March 31, 2023, the company had unexercised convertible bonds with a book value of approximately HKD 281.2 million[37] - The company made a partial repayment of USD 2 million (approximately HKD 15.6 million) to bondholders on April 5, 2023, as part of the discussions regarding the repayment of convertible bonds[35] - The company did not hold any significant investments as of March 31, 2023[40] - There were no significant acquisition activities during the reporting period[39] - As of March 31, 2023, the group had no significant contingent liabilities[43] Stock Options - The company has a share option scheme established to reward directors and employees for their contributions, with a maximum share issuance limit of 10% of the total issued shares post-listing[52] - The company proposed to seek shareholder approval to update the stock option plan, allowing for a total of 35,410,000 shares to be issued, representing 10% of the issued shares as of the approval date[53] - As of March 31, 2023, the company had 27,325,892 unexercised stock options, which could potentially convert into the same number of new shares[56] - The total number of shares available for issuance under the stock option plan is 41,110,000, accounting for 5.99% of the company's 686,400,000 issued shares as of the report date[57] Other Information - The company has not purchased, sold, or redeemed any of its listed securities during the reporting period[63] - There were no major events during the reporting period[44] - The deferred tax expense for the period was HKD 217,000, slightly up from HKD 197,000 in the previous year[21]

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。 SDM Education Group Holdings Limited SDM教育集團控股有限公司 （於開曼群島註冊成立的有限公司） （股份代號：8363） 截至二零二三年三月三十一日止三個月的 第一季度業績公告 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。 本公告的資料乃遵照《香港聯合交易所有限公司GEM證券上市規則》（「GEM上市規則」） 而刊載，旨在提供有關SDM教育集團控股有限公司（「本公司」）的資料；本公司的董事 （「董事」）願就本公 ...

Business Expansion and Operations - The group opened 23 wholly-owned dance centers in Hong Kong in 2022 to enhance its competitive advantage[7] - The group operates 14 preschool institutions in Singapore as of the end of 2022, following acquisitions since June 2018[7] - The company plans to open or acquire more dance centers in densely populated residential areas in Hong Kong to strengthen its market position[10] - A new dance center is planned to be opened in Kai Tak by the end of 2023 or the first quarter of 2024[10] - The company will continue to offer online dance classes as an alternative to in-person sessions[10] - The group is actively seeking new business opportunities to diversify its operations and enhance long-term growth potential[10] - The company aims to accelerate its expansion into overseas markets to broaden its revenue sources[10] - The group is considering potential acquisition opportunities and partnerships to maximize long-term returns for shareholders[10] - The group plans to expand its business in the dance school industry in Hong Kong and Asia, actively seeking investment opportunities since 2018[34] - The group has been involved in acquiring several preschool institutions in Singapore and educational businesses in Australia since 2019[34] Financial Performance - Total revenue decreased from approximately HKD 178.6 million in 2021 to about HKD 164.8 million in 2022, a reduction of approximately 7.7%[18] - Revenue from the dance academy business in Hong Kong dropped to around HKD 19.4 million in 2022 due to the closure of dance centers for several months because of COVID-19[18] - Other income increased to approximately HKD 55.1 million in 2022 from HKD 51.7 million in 2021, primarily due to government subsidies and rental reductions related to COVID-19[19] - The group recorded a loss attributable to shareholders of approximately HKD 37.2 million in 2022, compared to a profit of about HKD 49.4 million in 2021, largely due to the absence of fair value gains on contingent consideration[19] - The group terminated its operations in Australia in April 2021, resulting in zero revenue from that segment in 2022, down from HKD 6.2 million in 2021[20] Assets and Liabilities - The carrying amount of goodwill and intangible assets as of December 31, 2022, was HKD 84.7 million and HKD 63 million, respectively, reflecting a decrease from the previous year[22] - The average projected revenue growth rate for the cash-generating unit under Singapore's early childhood education was adjusted down to 3% for the next five years, from 7% in the previous year[22] - Goodwill and intangible assets arising from the acquisition of Singapore's childcare business amounted to HKD 115.3 million, representing 78% of the group's total[23] - As of December 31, 2022, the group's total cash and bank balances were approximately HKD 25.7 million, down from HKD 29.5 million in 2021[25] - The group had bank and other borrowings amounting to approximately HKD 46.4 million, with HKD 41.6 million classified as current liabilities[25] Corporate Governance - The board consists of seven members, including three executive directors and three independent non-executive directors, ensuring a diverse governance structure[47] - The company has adopted a board diversity policy, considering various measurable aspects such as gender, age, and professional experience to enhance board performance[54] - The attendance rate for board meetings in 2022 was 100% for all directors, indicating strong engagement and commitment to governance[64] - The company has implemented a share option scheme to attract and retain qualified employees based on performance and contributions[41] - The board is committed to high standards of corporate governance, adhering to the GEM Listing Rules and continuously reviewing governance practices[44] Sustainability and Environmental Performance - The company focuses on enhancing information collection to improve environmental performance and sustainability disclosures[95] - The report emphasizes the importance of stakeholder communication and aims to balance shareholder interests with social benefits[96] - The company has established a Sustainability Committee to manage and monitor sustainability performance and implement improvement processes[99] - The report includes an assessment of significant environmental, social, and governance issues relevant to the company's operations[101] - The company evaluates climate-related risks and opportunities as part of its governance framework[98] Employee and Labor Practices - The total number of employees as of December 31, 2022, is 564, an increase from 462 in 2021, with 95.9% being female[130] - The overall employee turnover rate for 2022 is 27.9%, with a significantly higher rate of 55.4% in Hong Kong compared to 5.1% in Singapore[134] - 54.7% of employees received training during the year, totaling 2,368 hours of training provided[137] - The company maintains a zero injury and fatality rate over the past three years, with no work-related injuries reported during the reporting period[136] - The company emphasizes internal promotions, with a policy to consider internal candidates before hiring externally[131] Shareholder Communication and Dividends - The company has set up multiple channels for communication with shareholders and investors, including annual general meetings and a dedicated website[92] - The dividend policy allows for cash or other appropriate means of distribution to shareholders, subject to board recommendations and shareholder approval[91] - The company did not recommend the distribution of a final dividend for the year ended December 31, 2022, consistent with the previous year[178] - The board will continue to review the company's financial position and capital needs annually to determine future dividend recommendations[179] Stock Options and Share Issuance - The company has granted a total of 29,710,000 and 26,730,000 share options under the share option scheme as of December 31, 2022, and the report date respectively[184] - The maximum number of shares that can be issued upon the exercise of all options granted under the share option scheme is capped at 10% of the total issued shares immediately after the completion of the company's share listing[187] - The stock options can be exercised at any time within 10 years from the date of grant, subject to the terms of the stock option plan[193] - The company has not provided any preferential rights for existing shareholders regarding the issuance of new shares[197]

香港交易及結算所有限公司及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。 SDM Education Group Holdings Limited 教育集團控股有限公司 SDM （於開曼群島註冊成立的有限公司） （股份代號：8363） 截至二零二二年十二月三十一日止年度的 經審核全年業績公告 及 恢復買賣 香港聯合交易所有限公司（「聯交所」） 的特色 GEM 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。 本公告的資料乃遵照《香港聯合交易所有限公司的GEM證券上市規則》（「GEM上市 ...

Financial Performance - For the nine months ended September 30, 2022, the group's revenue was approximately HKD 111,500,000, a decrease of 19.5% compared to HKD 138,400,000 in the same period last year[3]. - The company reported a loss attributable to shareholders of approximately HKD 10,100,000 for the nine months ended September 30, 2022, compared to a profit of approximately HKD 88,200,000 in the previous year[3]. - Basic loss per share for the nine months ended September 30, 2022, was approximately (2.20) HKD cents, compared to earnings of approximately 22.92 HKD cents per share in the same period last year[5]. - Revenue for the three months ended September 30, 2022, was approximately HKD 42,333,000, down from HKD 46,773,000 in the same period last year, representing a decline of 9.8%[4]. - Total comprehensive income for the nine months ended September 30, 2022, was a loss of approximately HKD 2,295,000, compared to a profit of HKD 95,561,000 in the same period last year[5]. - The group reported a consolidated loss before tax of HKD 10,461,000 for the nine months ended September 30, 2022[18]. - The company reported a loss attributable to owners of approximately HKD 10,051,000, compared to a profit of HKD 88,182,000 for the same period in 2021[33]. Revenue Breakdown - The dance academy business generated revenue of HKD 14,117,000 for the three months ended September 30, 2022, down 29.4% from HKD 19,918,000 in the previous year[15]. - The early childhood education business reported revenue of HKD 25,352,000 for the three months ended September 30, 2022, an increase of 6.0% from HKD 23,918,000 in the same period last year[15]. - The group's revenue for the three months ended September 30, 2022, was HKD 42,333,000, a decrease of 9.8% compared to HKD 46,773,000 for the same period in 2021[15]. - Revenue from the Hong Kong dance academy business fell by about HKD 23.4 million or approximately 43% to about HKD 31.1 million[44]. - The total revenue for the nine months ended September 30, 2022, was HKD 111,547,000, a decrease of 19.4% compared to HKD 138,413,000 for the same period in 2021[15]. Costs and Expenses - The group incurred financing costs of approximately HKD 5,976,000 for the nine months ended September 30, 2022, down from HKD 11,624,000 in the previous year, indicating a reduction of 48.6%[5]. - The group reported a decrease in employee and teaching consultancy service costs to approximately HKD 81,996,000 for the nine months ended September 30, 2022, from HKD 88,377,000 in the previous year, a reduction of 7.8%[4]. - Other operating expenses were approximately HKD 24.7 million, down about 17% from approximately HKD 29.9 million in the previous year[44]. Government Support - The group received government grants and subsidies totaling HKD 6,914,000 during the nine months ended September 30, 2022[21]. Business Operations - The adult education and training business in Australia was terminated in 2021, contributing to the overall revenue decline[13]. - The company operates 23 wholly-owned dance centers and 1 kindergarten in Hong Kong, along with 14 preschool institutions in Singapore as of September 30, 2022[39]. - The company has expanded its educational offerings in Singapore, including daycare centers and continuing education programs[39]. - The company has been involved in acquiring several preschool institutions in Singapore since 2018 and has entered the mainstream education market in Australia since 2019[58]. - The company continues to seek suitable opportunities for business expansion in Hong Kong, mainland China, and overseas markets[59]. Share Capital and Stock Options - The company has a total issued share capital of HKD 800 million, divided into 8 billion shares with a par value of HKD 0.1 each[52]. - As of September 30, 2022, the total issued share capital of the company was HKD 45,760,000, divided into 457,600,000 shares with a par value of HKD 0.1 each[66]. - As of September 30, 2022, the company has 54,797,000 unexercised stock options, allowing holders to subscribe for a total of 54,797,000 new shares[72]. - The company proposed to update the stock option plan to allow for a total of 35,410,000 shares to be issued, representing 10% of the issued shares as of the last approval date[69]. - The company granted 6,380,000 stock options at an exercise price of HKD 1.20 per share on February 11, 2020, and 2,300,000 options at HKD 1.44 on February 25, 2020[72]. Corporate Governance - The company has adhered to all corporate governance codes as per GEM Listing Rules Appendix 15 without any deviations as of September 30, 2022[75]. - The board of directors includes executive and non-executive members, ensuring a diverse governance structure[80]. - The audit committee consists of independent non-executive directors, and there were no objections to the accounting policies adopted by the company[79]. Compliance and Regulations - The company has received written confirmation from its controlling shareholders regarding compliance with non-competition agreements as of December 31, 2021[74]. - The company has a commitment from its controlling shareholders to avoid engaging in any competing business directly or indirectly[74]. - The company has adopted a code of conduct for directors' securities transactions, complying with GEM Listing Rules standards[76].

Fundraising and Share Issuance - The company raised a net amount of $5,850,000 (equivalent to HKD 45,630,000) through the issuance of Australian convertible bonds[3] - A total of 19,500,000 new shares were issued, raising a net amount of HKD 7,680,000, which was used to cover operational expenses in Hong Kong, including salaries and rent of approximately HKD 6,000,000 and HKD 1,680,000 respectively[3] Share Options - As of December 31, 2021, the total number of options available for issuance under the share option scheme was 41,110,000 shares, representing about 8.98% of the company's issued shares[6] - The company granted 3,846,000 share options to a supplier for IT services, aimed at upgrading the existing POS system and providing maintenance support[6] - Two business partners in mainland China were each granted 3,846,000 share options as a reward for expanding the company's education business in that region[6]

Financial Performance - The group's revenue for the six months ended June 30, 2022, was approximately HKD 69,200,000, a decrease of 24.5% compared to HKD 91,600,000 in the same period last year[3]. - The loss attributable to shareholders for the six months was approximately HKD 15,500,000, compared to a profit of HKD 86,000,000 in the previous year[3]. - Basic loss per share for the period was approximately HKD 3.40, compared to basic earnings of HKD 22.35 per share in the same period last year[6]. - Total comprehensive loss for the period amounted to HKD 7,728,000, a significant decline from a total comprehensive income of HKD 88,491,000 in the previous year[6]. - The total loss before tax for the group was HKD 14,073,000 for the six months ended June 30, 2022[26]. - The company reported a total comprehensive loss of HKD 7,804,000 for the six months ended June 30, 2022, compared to a total comprehensive income of HKD 88,033,000 for the same period in 2021[10]. - The group recorded a loss attributable to owners of approximately HKD 14,100,000, compared to a profit of about HKD 86,000,000 in the same period last year[69]. Assets and Liabilities - Non-current assets as of June 30, 2022, totaled HKD 274,006,000, down from HKD 293,301,000 as of December 31, 2021[7]. - Current assets were HKD 92,861,000, slightly decreased from HKD 93,142,000 at the end of the previous year[7]. - The group's total liabilities amounted to HKD 506,328,000, compared to HKD 505,991,000 in the previous year[7]. - As of June 30, 2022, the total equity attributable to owners of the company was HKD (234,398,000), compared to HKD (226,814,000) at the end of 2021[10]. - The company’s non-current liabilities increased from HKD 86,237,000 as of June 30, 2021, to HKD 98,642,000 as of December 31, 2022[8]. - The company’s total liabilities increased from HKD 225,698,000 as of June 30, 2021, to HKD 218,190,000 as of December 31, 2022[8]. Cash Flow - For the six months ended June 30, 2022, the net cash generated from operating activities was HKD 17,638,000, a decrease of 62.7% compared to HKD 47,251,000 for the same period in 2021[12]. - The net cash used in investing activities was HKD 1,208,000, significantly improved from HKD 18,505,000 in the previous year[12]. - The net cash used in financing activities was HKD 12,324,000, a decrease of 73.7% compared to HKD 46,882,000 in the prior year[12]. - The cash and cash equivalents decreased by HKD 4,106,000, compared to a decrease of HKD 18,136,000 in the previous year[12]. - As of June 30, 2022, the group had cash and bank balances totaling approximately HKD 24,200,000, down from HKD 29,500,000 as of December 31, 2021[78]. - The group had bank and other borrowings of HKD 34,800,000 as of June 30, 2022, compared to HKD 49,300,000 as of December 31, 2021[78]. Revenue Breakdown - The total revenue for the six months ended June 30, 2022, was HKD 69,214,000, a decrease of 24.5% compared to HKD 91,640,000 for the same period in 2021[26]. - The dance academy business generated revenue of HKD 17,000,000, down 50.8% from HKD 34,599,000 in the previous year[26]. - The early childhood education business reported revenue of HKD 48,096,000, an increase of 5.5% from HKD 45,670,000 in the prior year[26]. - Revenue from the dance academy business in Hong Kong fell from about HKD 34,600,000 to approximately HKD 17,000,000, a decrease of about HKD 17,600,000 or 51%[67]. Other Income and Expenses - The group reported a significant increase in other income to HKD 22,201,000 for the six months, up from HKD 17,975,000 in the previous year[4]. - The group reported a total of HKD 4,231,000 in other income, other gains, and losses for the six months ended June 30, 2022[26]. - Employee and teaching consultancy service costs decreased by about 15% to approximately HKD 51,400,000 from HKD 60,800,000[67]. - Rental income from related parties for the six months ended June 30, 2022, was HKD 701,000, down from HKD 1,446,000 in the previous year[59]. Corporate Governance and Compliance - The audit committee reviewed the unaudited consolidated results for the six months ended June 30, 2022, and found no objections to the accounting treatment adopted by the company[111]. - The company has adhered to all corporate governance codes as per GEM listing rules without any deviations during the reporting period[107]. - There were no conflicts of interest reported among directors or major shareholders during the reporting period[105]. - The company received written confirmations from major shareholders regarding compliance with non-competition agreements as of December 31, 2021[106]. Business Operations and Strategy - The company operates in the fields of dance education and early childhood education, with significant operations in Hong Kong and Singapore[14]. - The company has accelerated its expansion in the education markets of Singapore and Australia in recent years[62]. - The group is optimistic about the Australian education market and plans to explore opportunities for future business expansion once travel restrictions are lifted[66]. - The board is actively seeking investment opportunities to expand its dance school business in Asia and other international markets[89]. - The company is exploring suitable opportunities for business expansion in Hong Kong, mainland China, and overseas markets[90]. Share Capital and Securities - As of June 30, 2022, the company's issued share capital was HKD 45,760,000, divided into 457,600,000 shares with a par value of HKD 0.1 each[94]. - The company issued convertible bonds with a principal amount of USD 25,000,000 (approximately HKD 195,400,000) at an annual interest rate of 8%, maturing in 2023[54]. - The company had outstanding convertible bonds with a face value of approximately HKD 275,400,000 as of June 30, 2022, down from HKD 281,800,000 in the previous year[82]. - The company has a stock option plan that allows for the issuance of up to 10% of the total issued shares post-IPO, which amounts to a maximum of 20,000,000 shares[98]. - The stock option plan was updated to allow for the issuance of up to 35,410,000 shares, representing 10% of the issued shares as of the date of the shareholder approval[99].

Financial Health - As of December 31, 2021, the group recorded current liabilities net value of approximately HKD 412,849,000 and net liabilities of HKD 218,190,000, raising significant doubts about the group's ability to continue as a going concern[5] COVID-19 Impact - The company successfully managed the impact of the COVID-19 outbreak, generating sufficient cash flow from operations, and anticipates improved profitability due to the easing of lockdown policies and border restrictions in Hong Kong[8] Financing Strategies - The company is in discussions with noteholders regarding potential repayment of convertible notes, and will continue to seek alternative financing and borrowing as additional sources of funds[8]

Financial Performance - The group's revenue for the three months ended March 31, 2022, was approximately HKD 20,500,000, a decrease of 46.5% compared to HKD 38,400,000 for the same period last year[3]. - The profit attributable to shareholders for the same period was approximately HKD 13,100,000, down 67.6% from HKD 40,400,000 in the previous year[3]. - Basic earnings per share for the three months ended March 31, 2022, were approximately HKD 2.87, compared to HKD 10.50 for the same period last year[3]. - The group reported a loss before tax of approximately HKD 13,463,000, compared to a profit before tax of HKD 39,965,000 in the previous year[4]. - Total comprehensive loss for the period was approximately HKD 14,204,000, compared to a total comprehensive income of HKD 41,648,000 in the previous year[5]. - The group reported a loss attributable to shareholders of approximately HKD 13,132,000 for the three months ended March 31, 2022, compared to a profit of HKD 40,373,000 for the same period in 2021[29]. - The group recorded a loss attributable to owners of approximately HKD 13,100,000, compared to a profit of about HKD 40,400,000 in the same period last year, marking a significant decline[39]. Revenue Breakdown - Revenue from the Dance Academy business was HKD 2,606,000, down 78.3% from HKD 11,992,000 in the previous year[16]. - Revenue from the Early Childhood Education business was HKD 15,452,000, a decline of 21.6% from HKD 19,733,000 in the prior year[16]. - Revenue from Hong Kong was HKD 6,009,000, down 59.0% from HKD 14,633,000 in the previous year, while revenue from Singapore was HKD 14,492,000, a decrease of 23.3% from HKD 18,883,000[19]. - Total revenue decreased from approximately HKD 38,400,000 to about HKD 20,500,000, a reduction of approximately 46.5% due to decreased income from the dance academy business[38]. Costs and Expenses - The group incurred financing costs of approximately HKD 3,088,000, an increase from HKD 2,699,000 in the previous year[4]. - The group experienced a significant decrease in employee and teaching consultancy service costs, which were approximately HKD 19,955,000 compared to HKD 30,775,000 in the previous year, reflecting a reduction of 35.4%[4]. - Other income for the three months was approximately HKD 9,505,000, down from HKD 11,482,000 in the previous year[4]. - Employee and teaching consultancy service costs were approximately HKD 20,000,000, a decrease of about 35% from approximately HKD 30,800,000 in the previous year[38]. - Other income for the group was approximately HKD 9,500,000, down from HKD 11,500,000 in the previous year[38]. Business Operations - The group has not reported any new product developments or market expansions during this period[6]. - The group has ceased operations in the adult education and training business in Australia since 2021[14]. - The group terminated its operations in Australia in April 2021, with related business revenue of zero during the reporting period[41]. - The group plans to continue exploring opportunities in the Australian education market once travel restrictions are lifted[37]. - The group has accelerated its expansion into the Singapore and Australia education markets in recent years[33]. - The group developed new courses to adapt to market trends and attract more students[34]. Share Capital and Investments - As of March 31, 2022, the company's issued share capital was HKD 45,760,000, comprising 457,600,000 shares with a par value of HKD 0.1 each[46]. - The company had approximately HKD 281,800,000 of unexercised convertible bonds as of March 31, 2022, compared to HKD 293,800,000 in the previous year[46]. - The company is actively seeking investment opportunities to expand its business in the dance school industry, particularly in Asia[50]. - The company aims to strengthen its position in the dance school sector in Hong Kong and overseas markets[50]. - The company will continue to seek suitable opportunities for business expansion in Hong Kong, mainland China, and overseas markets[51]. - The company has no major investments as of March 31, 2022[49]. Corporate Governance - The company has adhered to all corporate governance codes as per GEM listing rules without any deviations during the three months ending March 31, 2022[65]. - The company has adopted a code of conduct for directors' securities trading, complying with GEM listing rules, with no violations reported during the reporting period[66]. - The board of directors includes executive and independent non-executive members, ensuring a diverse governance structure[70]. - The company received written confirmation from major shareholders regarding compliance with non-competition agreements as of December 31, 2021[64]. - No directors or major shareholders have any competing business interests during the reporting period[63]. Stock Options - The stock option plan allows for a maximum of 20,000,000 shares to be issued, representing 10% of the total issued shares post-IPO[58]. - As of March 31, 2021, there are 54,797,000 unexercised stock options available for holders to subscribe for new shares[62]. - A total of 15,192,000 stock options were granted to employees on June 15, 2021, at an exercise price of HKD 0.40 per share[62]. - The company has proposed to update the stock option plan to allow for a total of 35,410,000 shares, which is 10% of the issued shares as of the last approval date[59]. - The exercise price for stock options granted on February 11, 2020, is HKD 1.20 per share[62]. - The stock options granted on February 25, 2020, have an exercise price of HKD 1.44 per share[62]. Audit and Compliance - The financial information in the report has not been audited by the company's auditors, but the audit committee has reviewed the accounting principles and practices adopted by the group[69]. - There were no purchases, sales, or redemptions of the company's listed securities by the company or its subsidiaries during the reporting period[67].