Financial Performance - The unaudited condensed consolidated results for the nine months ended December 31, 2022, have been announced, showing performance compared to the corresponding period in 2021[19]. - The report includes a statement of profit or loss and other comprehensive income for the nine months, indicating financial performance metrics[20]. - Revenue for the nine months ended December 31, 2022, increased to HK$203,046,000, representing a growth of 15.5% compared to HK$175,901,000 in the same period of 2021[21]. - Gross profit for the same period rose to HK$32,722,000, up 33.5% from HK$24,507,000 year-on-year[21]. - Profit from operations significantly improved to HK$6,365,000, compared to HK$1,480,000 in the previous year, marking a growth of 329.6%[21]. - Profit before taxation reached HK$6,232,000, a substantial increase from HK$1,392,000, reflecting a growth of 347.5%[21]. - The company reported a profit for the period of HK$3,999,000, compared to a loss of HK$643,000 in the same period last year[21]. - Basic and diluted earnings per share improved to HK$0.34, compared to a loss per share of HK$0.06 in the previous year[21]. - Total comprehensive income for the period was HK$3,999,000, a turnaround from a loss of HK$643,000 in the prior year[21]. Expenses and Costs - Selling expenses decreased to HK$7,303,000 from HK$9,446,000, indicating a reduction of 22.7%[21]. - Administrative expenses increased slightly to HK$18,269,000 from HK$16,626,000, reflecting a rise of 9.9%[21]. - Staff costs for the period were HK$10,799,000, down from HK$13,016,000, reflecting a reduction of 17%[55]. - Depreciation of property, plant, and equipment was HK$2,914,000, significantly lower than HK$12,358,000 in the previous year[55]. - Cost of sales increased by approximately 12.5% to approximately HK$170,324,000, aligning with the revenue increase[87]. Corporate Governance and Compliance - The audit committee has reviewed and approved the financial results, ensuring compliance with internal governance standards[19]. - The company is committed to maintaining transparency and accuracy in its financial reporting, as confirmed by the directors[5]. - The board of directors collectively accepts full responsibility for the report's contents, affirming its completeness and accuracy[5]. - The Company has complied with the Corporate Governance Code during the period, except for a deviation regarding the roles of chairman and CEO[172]. - The Audit Committee reviewed the unaudited condensed consolidated financial statements for the nine months ended December 31, 2022, confirming compliance with applicable accounting standards and adequate disclosures[178]. Share Capital and Dividends - The company issued new shares during the period, increasing share capital to HK$11,923,000 from HK$10,000,000[24]. - No dividends were paid or declared by the Company or any of the subsidiaries during the Period and the Corresponding Period[63]. - The Board does not recommend the payment of dividends for the current period, consistent with the corresponding period where no dividends were paid[140][143]. Business Operations and Market Insights - The company emphasizes the importance of understanding the risks associated with investing in GEM-listed companies, which may exhibit higher volatility[3]. - There are no mentions of new products, technologies, market expansions, or mergers in the current report[19]. - The Group's five largest customers contributed approximately 72% of total revenue, consistent with the previous period[44][45]. - The Group aims to expand its network beyond the ACG figure toys market to diversify income sources and enhance shareholder value[148][150]. - The Group's business operations may be affected by the failure to renew existing license rights or obtain new ones for licensed toys[152]. Acquisitions and New Ventures - The Group has acquired a company engaged in engineering projects, expanding its operational capabilities in Hong Kong[42]. - On 8 August 2022, the Company acquired 100% equity interest in Forever Profits Development Limited for HK$7,000,000, aiming to broaden profit sources[109]. - The revenue contributed by Forever Profits Development Limited for the period ended 31 December 2022 was approximately HK$310,000, with a loss of approximately HK$124,000[127]. - The goodwill arising from the acquisition of Forever Profits was recognized at HK$6,854,000[124]. Financial Position and Indebtedness - As of 31 December 2022, the Group had cash and bank deposits of approximately HK$123,278,000, down from approximately HK$151,640,000 as of 31 March 2022[99]. - The Group's indebtedness included bank loans of HK$3,218,000 and lease liabilities of HK$8,458,000, with a gearing ratio of approximately 0.02 times as of 31 December 2022[106]. - As of December 31, 2022, the Group had no material contingent liabilities[128]. Employee and Shareholder Information - The Group had 47 employees as of 31 December 2022, an increase from 41 employees as of 31 March 2022[135]. - The weighted average number of ordinary shares increased to 1,174,825,175 during the Period from 1,000,000,000 shares in the Corresponding Period[58]. - As of December 31, 2022, Mr. Li Wai Keung holds 180,800,000 shares, representing 15.16% of the issued share capital[155]. - Infinite Force holds 180,800,000 shares, representing 15.16% of the Company's issued share capital[159]. - Ms. Fong Wing Yan, as the spouse of Mr. Li, also holds 180,800,000 shares, equating to 15.16% of the Company's issued share capital[159]. - Ms. Lam Hoi Yan is a beneficial owner of 65,000,000 shares, which is 5.45% of the Company's issued share capital[159].

香 港 交 易 及 結 算 所 有 限 公 司 及 聯 交 所 對 本 公 佈 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 對 因 本 公 佈 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。 Amuse Group Holding Limited 佰 悅 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：8545） 截至二零二二年九月三十日止六個月之 中期業績公佈 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 其 他 在 聯 交 所 上 市 的 公 司 帶 有 較 高 投 資 風 險。有 意 投 資 者 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 ...

（於開曼群島註冊成立之有限公司） (incorporated in the Cayman Islands with limited liability) (Stock code 股份代號 : 8545) InterIm REPORT 中期報告 2022/23 CHARACTERISTICS OF GEM OF THE STOCK EXCHANGE OF HONG KONG LIMITED (THE "STOCK EXCHANGE") GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should ...

（於開曼群島註冊成立之有限公司） (incorporated in the Cayman Islands with limited liability) (Stock code 股份代號 : 8545) FIRST QUARTERLY REPORT 2022/23 第一季度業績報告 CHARACTERISTICS OF GEM OF THE STOCK EXCHANGE OF HONG KONG LIMITED (THE "STOCK EXCHANGE") GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companie ...

[Financial Summary](index=2&type=section&id=Financial%20Summary) [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=2&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the year ended March 31, 2022, total revenue slightly increased by 2.4% to HK$216.48 million, but operating profit and profit for the year significantly declined by 74.3% and 82.9% respectively, primarily due to increased cost of sales and reduced net other income Consolidated Statement of Profit or Loss Summary | Indicator | 2022 (HK$'000) | 2021 (HK$'000) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Revenue | 216,485 | 211,467 | +2.4% | | Gross Profit | 34,873 | 37,964 | -8.1% | | Operating Profit | 3,225 | 12,567 | -74.3% | | Profit Before Tax | 3,117 | 12,371 | -74.8% | | Profit for the Year | 1,481 | 8,677 | -82.9% | | Basic and Diluted Earnings Per Share | 0.15 HK cents | 0.87 HK cents | -82.8% | [Consolidated Statement of Financial Position](index=3&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2022, total assets slightly increased to HK$225 million, with net assets remaining stable at HK$180 million, notably supported by a 74.4% surge in bank balances and cash Consolidated Statement of Financial Position Summary | Indicator | 2022 (HK$'000) | 2021 (HK$'000) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | **Assets** | | | | | Non-current assets | 17,280 | 56,196 | -69.2% | | Current assets | 207,666 | 165,174 | +25.7% | | *Of which: Bank balances and cash* | *151,640* | *86,961* | *+74.4%* | | **Total assets** | **224,946** | **221,370** | **+1.6%** | | **Liabilities and Equity** | | | | | Current liabilities | 44,333 | 41,363 | +7.2% | | Non-current liabilities | 261 | 1,136 | -77.0% | | **Total liabilities** | **44,594** | **42,499** | **+4.9%** | | **Net assets (Total equity)** | **180,352** | **178,871** | **+0.8%** | [Notes to the Financial Statements](index=5&type=section&id=Notes%20to%20the%20Financial%20Statements) [Company Information and Accounting Policies](index=5&type=section&id=Company%20Information%20and%20Accounting%20Policies) The company, an investment holding entity incorporated in the Cayman Islands, primarily designs, markets, distributes, and retails toys, with financial statements prepared under HKFRS and no material impact expected from new standards - The Group's principal activities are the design, marketing, distribution, and retail of toys and related products[9](index=9&type=chunk) - The financial statements have been prepared in accordance with Hong Kong Financial Reporting Standards (HKFRS) and comply with applicable disclosure provisions of the Hong Kong Companies Ordinance and GEM Listing Rules[10](index=10&type=chunk) [Revenue and Segment Reporting](index=7&type=section&id=Revenue%20and%20Segment%20Reporting) Total revenue for the year was HK$216 million; by business, ODM toys declined while proprietary licensed toy sales grew strongly; by region, Japan was the largest market but saw a decline, while the US market revenue significantly increased, with high dependency on top three customers [By Business Segment](index=7&type=section&id=By%20Business%20Segment) Sales of ODM toys, the primary revenue source, declined by 19.6% to 49.8% of total revenue, while proprietary licensed toys and related products saw robust 76.6% growth, increasing their share to 27.0%, and distributed imported toys also grew by 13.5% Revenue by Business Segment | Business Segment | 2022 (HK$'000) | 2021 (HK$'000) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Sales of ODM toys to licensees | 107,749 | 134,054 | -19.6% | | Distribution of imported toys and related products | 50,264 | 44,297 | +13.5% | | Sales of proprietary licensed toys and related products | 58,472 | 33,116 | +76.6% | | **Total** | **216,485** | **211,467** | **+2.4%** | [By Geographical Region](index=8&type=section&id=By%20Geographical%20Region) Japan, the largest market, contributed HK$111 million but declined by 17.8%, while the US market showed strong performance with a 179.1% increase to HK$32.73 million, and other regions recorded single to double-digit growth Revenue from External Customers by Geographical Region | Region | 2022 (HK$'000) | 2021 (HK$'000) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Japan | 111,073 | 135,108 | -17.8% | | United States of America | 32,732 | 11,727 | +179.1% | | Hong Kong (Domicile) | 26,992 | 24,313 | +11.0% | | China | 20,217 | 18,006 | +12.3% | | Taiwan | 11,648 | 11,295 | +3.1% | | Others | 13,823 | 11,018 | +25.5% | | **Total** | **216,485** | **211,467** | **+2.4%** | [Major Customers](index=9&type=section&id=Major%20Customers) The top three major customers collectively contributed approximately 66.0% of the Group's total revenue this year, with Customers A and B accounting for 34.4% and 16.9% respectively, indicating customer concentration risk - Revenue from Customers A, B, and C accounted for **34.4%**, **16.9%**, and **14.5%** of total revenue, respectively[24](index=24&type=chunk) [Analysis of Key Profit or Loss Items](index=9&type=section&id=Analysis%20of%20Key%20Profit%20or%20Loss%20Items) Net other income decreased by 39.8% year-on-year due to lower government COVID-19 subsidies, while finance costs decreased by 44.9% and income tax expense significantly dropped by 55.7% in line with reduced taxable profit - Net other income decreased from **HK$6.48 million** to **HK$3.90 million**, primarily because **HK$1.98 million** in COVID-19 related government subsidies were received in the prior year, compared to only **HK$0.10 million** this year[25](index=25&type=chunk)[26](index=26&type=chunk) - Finance costs decreased from **HK$0.196 million** to **HK$0.108 million**, mainly due to reduced interest on bank loans and lease liabilities[27](index=27&type=chunk) - Income tax expense decreased from **HK$3.69 million** to **HK$1.64 million**, consistent with the decline in profit before tax[29](index=29&type=chunk) [Analysis of Key Statement of Financial Position Items](index=12&type=section&id=Analysis%20of%20Key%20Statement%20of%20Financial%20Position%20Items) At the reporting period end, net trade receivables and bills receivable decreased to HK$7.58 million, trade payables remained largely consistent at HK$4.35 million, and the company's equity structure stayed stable - Net trade receivables and bills receivable decreased from **HK$10.48 million** to **HK$7.58 million**[34](index=34&type=chunk) - Trade payables slightly increased from **HK$4.19 million** to **HK$4.35 million**, with most balances aged within 30 days[36](index=36&type=chunk)[38](index=38&type=chunk) [Dividends and Earnings Per Share](index=11&type=section&id=Dividends%20and%20Earnings%20Per%20Share) The Board does not recommend any dividend for the current year, and basic earnings per share significantly decreased from 0.87 HK cents to 0.15 HK cents due to a substantial decline in profit for the year, with no potential dilutive shares - The Directors do not recommend the payment of a dividend for the years ended March 31, 2022, and 2021[31](index=31&type=chunk) - Basic earnings per share was **0.15 HK cents**, compared to **0.87 HK cents** in the prior year, calculated based on a weighted average of 1,000,000,000 shares[32](index=32&type=chunk) [Management Discussion and Analysis](index=14&type=section&id=Management%20Discussion%20and%20Analysis) [Business Review](index=14&type=section&id=Business%20Review) The Group's business performance was mixed this year, with core ODM toy revenue and profit margins declining due to supply chain issues and rising costs, while strong growth in distributed imported and proprietary licensed toys, particularly high-end robot collectible figures, partially offset these negative impacts [Sales of Original Design Manufacturing (ODM) Toys](index=14&type=section&id=Sales%20of%20Original%20Design%20Manufacturing%20(ODM)%20Toys) ODM toy sales revenue decreased by 19.6% to HK$108 million due to COVID-19 related production restrictions, supply chain disruptions, and shipping delays, while the segment's profit margin fell from 14.9% to 11.1% due to increased labor and raw material costs, impacting overall gross margin - Revenue from sales of ODM toys decreased by approximately **19.6%** to approximately **HK$108 million**, primarily due to COVID-19 related supply chain disruptions and production restrictions[40](index=40&type=chunk) - The profit margin for ODM toys decreased from **14.9%** in the prior year to **11.1%** this year, mainly due to increased labor and raw material costs[41](index=41&type=chunk) [Distribution of Imported Toys and Related Products](index=14&type=section&id=Distribution%20of%20Imported%20Toys%20and%20Related%20Products) Revenue from the distribution of imported toys and related products increased by 13.5% to HK$50.26 million, driven by the successful release and delivery of several popular high-end robot collectible figures, indicating robust market demand for high-value collectibles - Revenue from the distribution of imported toys and related products increased by approximately **13.5%** to **HK$50.26 million**, primarily driven by popular high-end robot collectible figures[42](index=42&type=chunk) [Sales of Proprietary Licensed Toys and Related Products](index=15&type=section&id=Sales%20of%20Proprietary%20Licensed%20Toys%20and%20Related%20Products) The Group's proprietary brands, including 'SENTINEL/千值練', 'TOPI', and 'FLAME TOYS', performed exceptionally, with revenue from this segment significantly increasing by 76.6% to HK$58.47 million, primarily driven by the successful release of several popular high-end robot collectible figures, making it a key growth engine - Revenue from sales of proprietary licensed toys and related products increased by **76.6%** to approximately **HK$58.47 million**, primarily due to the release and delivery of several popular high-end robot collectible figures[44](index=44&type=chunk) [Financial Analysis](index=15&type=section&id=Financial%20Analysis) Total revenue slightly increased by 2.4% to HK$216 million, driven by proprietary licensed and distributed toy businesses, but gross margin decreased from 18.0% to 16.1% due to rising ODM costs, while selling expenses increased by 45.2% and administrative expenses by 4.1%, leading to a significant decline in overall profitability - Revenue increased by **2.4%** year-on-year, primarily due to rapid growth in sales of proprietary licensed toys and distributed imported toys[45](index=45&type=chunk) - Gross margin decreased from **18.0%** to **16.1%**, mainly due to increased labor and raw material costs for ODM and proprietary licensed toys[47](index=47&type=chunk) - Selling expenses increased by **45.2%** year-on-year, primarily due to increased social media online marketing expenses and the resumption of the Hong Kong Ani-Com & Games event[50](index=50&type=chunk) [Liquidity and Capital Resources](index=17&type=section&id=Liquidity%20and%20Capital%20Resources) The Group maintains a robust financial position with a low gearing ratio of 0.02 times and sufficient liquidity from ample bank balances and cash to meet operational needs, while closely monitoring foreign exchange risks without a current hedging policy - As of March 31, 2022, the Group's gearing ratio was approximately **0.02 times**, consistent with the prior year, indicating a sound and stable financial position[57](index=57&type=chunk) - The Group currently has no foreign currency hedging policy, but management closely monitors and considers hedging significant foreign currency risks when necessary[59](index=59&type=chunk) - As of March 31, 2022, the Group had **41 employees**, with total staff costs of approximately **HK$15.85 million**[61](index=61&type=chunk) [Other Significant Matters](index=19&type=section&id=Other%20Significant%20Matters) [Use of Proceeds](index=19&type=section&id=Use%20of%20Proceeds) The company's net proceeds of approximately HK$57.9 million from its May 2018 GEM listing have been fully utilized as disclosed in the prospectus, primarily for expanding its proprietary licensed toy product portfolio, enhancing overseas distribution networks, strengthening human resources, and improving IT systems - As of March 31, 2022, the net proceeds from the listing of approximately **HK$57.9 million** have been fully utilized[64](index=64&type=chunk) [Post-Reporting Period Event: Acquisition of DongYiQuan](index=19&type=section&id=Post-Reporting%20Period%20Event%3A%20Acquisition%20of%20DongYiQuan) Post-reporting period, the company strategically acquired a 30% equity stake in smart healthcare solution provider DongYiQuan for HK$10 million, paid by issuing 192 million new shares, marking its diversification into the smart healthcare industry in response to China's policy on developing smart eldercare services - The company noted the rise of smart home technology and public awareness of eldercare in China, particularly the emphasis on developing smart eldercare services in the '14th Five-Year Plan'[66](index=66&type=chunk) - On May 5, 2022, the company completed the acquisition of a **30%** equity interest in DongYiQuan for a consideration of **HK$10 million**[68](index=68&type=chunk)[69](index=69&type=chunk) - The acquisition consideration was settled by the allotment and issue of a total of **192,307,692 new shares** at **HK$0.052 per share**[69](index=69&type=chunk) [Corporate Governance](index=21&type=section&id=Corporate%20Governance) The company is committed to high corporate governance standards, complying with all applicable GEM Listing Rules' Corporate Governance Code provisions during the year, and its Audit Committee has reviewed the annual results and oversees internal control systems - During the year, the company consistently complied with all applicable code provisions set out in the Corporate Governance Code[74](index=74&type=chunk) - The Audit Committee has reviewed the Group's annual results for the year ended March 31, 2022[78](index=78&type=chunk)

[Chairman's Statement](index=6&type=section&id=Chairman%27s%20Statement) The Chairman's report details severe external challenges in FY2022, including pandemic-related disruptions and inflation, which significantly impacted profitability, leading to a cautious outlook and strategic diversification through the "DongYiQuan" acquisition - The company's business was severely impacted by multiple adverse macroeconomic factors, including lockdowns and production halts in mainland China, global inflation, and labor shortages, leading to pressure on profitability[20](index=20&type=chunk)[21](index=21&type=chunk)[23](index=23&type=chunk) - To address challenges and reduce business concentration risk, the Group is actively seeking **diversified investment opportunities**, having completed the acquisition of the **"DongYiQuan"** project earlier this year to develop stable revenue streams beyond toy design and production[22](index=22&type=chunk)[23](index=23&type=chunk) [Management Discussion and Analysis](index=7&type=section&id=Management%20Discussion%20and%20Analysis) This chapter reviews the Group's FY2022 performance, highlighting a slight revenue increase driven by proprietary licensed toys despite ODM sales decline, a gross margin reduction due to rising costs, and a stable financial position, further diversified by a post-period acquisition in smart healthcare [Business Review](index=7&type=section&id=Business%20Review) In FY2022, the Group experienced mixed segment performance, with a significant 19.6% decline in ODM toy sales offset by strong growth in distributed imported and proprietary licensed toy businesses, which grew by 13.5% and 76.6% respectively Business Segment Revenue | Business Segment | FY2022 Revenue (HK$) | FY2021 Revenue (HK$) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | ODM Toy Sales | 107,749,000 | 134,054,000 | -19.6% | | Distributed Imported Toys | 50,264,000 | 44,297,000 | +13.5% | | Proprietary Licensed Toys | 58,472,000 | 33,116,000 | +76.6% | - The profit margin of the ODM toy business decreased from **14.9%** in the previous year to **11.1%**, primarily due to suppliers passing on increased labor and raw material costs to the Group[27](index=27&type=chunk)[30](index=30&type=chunk) [Financial Analysis](index=8&type=section&id=Financial%20Analysis) In FY2022, total revenue grew 2.4% to HK$216 million, driven by proprietary and distribution businesses, but gross profit declined 8.1% to HK$34.87 million due to rising costs, with gross margin falling to 16.1%, and net other income decreased 29.8% due to the absence of prior-year government subsidies Key Financial Indicators | Financial Indicator | FY2022 (HK$ thousand) | FY2021 (HK$ thousand) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Total Revenue | 216,485 | 211,467 | +2.4% | | Cost of Sales | 181,612 | 173,503 | +4.7% | | Gross Profit | 34,873 | 37,964 | -8.1% | | Gross Margin | 16.1% | 18.0% | -1.9pp | | Selling Expenses | 8,200 | 5,649 | +45.2% | | Administrative Expenses | 27,068 | 25,975 | +4.2% | | Income Tax Expense | 1,451 | 3,694 | -60.7% | - Net other income decreased by **29.8%** year-on-year, primarily because the Group received COVID-19 related government subsidies in the prior year, which ceased in the current year[43](index=43&type=chunk)[47](index=47&type=chunk) [Liquidity and Capital Resources](index=11&type=section&id=Liquidity%20and%20Capital%20Resources) The Group maintains a robust financial position with a stable 0.02x debt-to-equity ratio as of March 31, 2022, while staff costs increased with a slight rise in headcount, no dividend was declared, and a 30% joint venture in protective products was established - The debt-to-equity ratio (total borrowings/total equity) was approximately **0.02x** as of March 31, 2022, consistent with the same period in 2021, indicating a robust financial position for the Group[63](index=63&type=chunk)[65](index=65&type=chunk) - As of March 31, 2022, the Group had **41 employees** in Hong Kong (2021: 39 employees), with total annual staff costs of approximately **HK$15.852 million** (2021: HK$14.301 million)[70](index=70&type=chunk)[74](index=74&type=chunk) - The Board does not recommend the payment of any dividend for the year ended March 31, 2022[71](index=71&type=chunk)[75](index=75&type=chunk) [Use of Proceeds](index=13&type=section&id=Use%20of%20Proceeds) The approximately HK$57.9 million net proceeds from the 2018 GEM listing have been fully utilized for expanding proprietary licensed toy products, enhancing human resources, improving overseas distribution, and upgrading IT systems Use of Proceeds from GEM Listing | Purpose | Planned Amount (HK$ thousand) | Amount Utilized as of March 31, 2022 (HK$ thousand) | | :--- | :--- | :--- | | Expand Proprietary Licensed Toy Product Portfolio | 46,200 | 46,200 | | Enhance Overseas Distribution Network | 3,600 | 3,600 | | Further Enhance Human Resources | 6,000 | 6,000 | | Improve IT Systems and Warehouse Renovation | 2,100 | 2,100 | | **Total** | **57,900** | **57,900** | [Events After Reporting Period](index=13&type=section&id=Events%20After%20Reporting%20Period) Post-reporting period, the Group acquired a 30% equity stake in DongYiQuan Network Technology Co., Ltd. on May 5, 2022, for HK$10 million, paid by issuing approximately 192 million new shares, expanding into smart healthcare and increasing total share capital to 1.192 billion shares - The company signed an agreement on April 25, 2022, to acquire a **30%** stake in DongYiQuan, a high-tech enterprise specializing in smart healthcare industry solutions[80](index=80&type=chunk)[86](index=86&type=chunk)[87](index=87&type=chunk) - The acquisition was completed on May 5, 2022, with a consideration of **HK$10 million** paid by issuing **192,307,692 new shares** (issue price HK$0.052/share), representing approximately **16.13%** of the enlarged share capital[88](index=88&type=chunk)[90](index=90&type=chunk) [Directors and Senior Management Profile](index=16&type=section&id=Directors%20and%20Senior%20Management%20Profile) This section provides detailed biographies of the company's directors and senior management, outlining their professional backgrounds and experience, with Mr. Li Wai Keung, the Group's founder, serving as Chairman and CEO, overseeing overall business development and strategic planning - Mr. Li Wai Keung, the Group's founder, Chairman, and Chief Executive Officer, possesses over **16 years of experience** in the ACG toy industry and is responsible for the Group's overall business development, financial, and strategic planning[96](index=96&type=chunk)[100](index=100&type=chunk) - Mr. Du Haibin, Executive Director and Company Secretary, has over **21 years of experience** in accounting and financial management, overseeing financial reporting, financial planning, and company secretarial matters[98](index=98&type=chunk)[101](index=101&type=chunk) - During and after the reporting period, there were changes in the Board of Directors, including Mr. Yu Tsz Yat's resignation as Non-Executive Director on June 9, 2021, and the appointment of several new Non-Executive and Independent Non-Executive Directors in the second half of 2021[12](index=12&type=chunk)[14](index=14&type=chunk)[116](index=116&type=chunk) [Corporate Governance Report](index=23&type=section&id=Corporate%20Governance%20Report) This report details the company's compliance with the GEM Listing Rules' Corporate Governance Code for FY2022, noting adherence to most provisions, with the combined Chairman and CEO roles being the only deviation, and outlines the Board's structure, committee functions, risk management, internal controls, and shareholder communication [Board and Committees](index=24&type=section&id=Board%20and%20Committees) The Board, composed of three executive, three non-executive, and four independent non-executive directors, oversees strategy, finance, and risk, supported by independent-led Audit, Remuneration, and Nomination Committees, which held regular meetings during the reporting period - The company complied with most provisions of the Corporate Governance Code, with one deviation: the roles of Chairman and Chief Executive Officer are combined and held by Mr. Li Wai Keung, which the Board believes is beneficial for the Group's management and business development[165](index=165&type=chunk)[168](index=168&type=chunk) - The Audit Committee, Remuneration Committee, and Nomination Committee are all composed of three independent non-executive directors, ensuring the independence of their operations[186](index=186&type=chunk)[191](index=191&type=chunk)[196](index=196&type=chunk) [Risk Management and Internal Control](index=32&type=section&id=Risk%20Management%20and%20Internal%20Control) The Board directly oversees the Group's risk management and internal control systems, which were reviewed by an external consultant in FY2022 and deemed adequate and effective, along with sufficient resources and qualified staff for accounting and financial reporting functions - The Board is directly responsible for the Group's risk management and internal control systems, and in 2022, it engaged an external independent consultant to review their effectiveness and adequacy[202](index=202&type=chunk)[206](index=206&type=chunk) - Following its review, the Board concluded that the Group's risk management, internal control systems, and the resources and staff qualifications for accounting and financial reporting functions were all adequate and effective for the current year[203](index=203&type=chunk)[207](index=207&type=chunk) [Shareholders' Rights and Communication](index=33&type=section&id=Shareholders%27%20Rights%20and%20Communication) The company is committed to transparent investor relations and safeguarding shareholder rights, outlining procedures for convening extraordinary general meetings and providing contact for inquiries, while ensuring timely communication of financial information and corporate updates via its website and annual general meetings - The company ensures shareholder rights, stipulating that shareholders holding **10% or more** of the total share capital have the right to request the Board in writing to convene an extraordinary general meeting[223](index=223&type=chunk)[226](index=226&type=chunk) - The company is committed to maintaining open and effective communication with shareholders and the investment community through various channels, including its corporate website, regular meetings, and annual general meetings[211](index=211&type=chunk)[214](index=214&type=chunk)[217](index=217&type=chunk) [Report of the Directors](index=36&type=section&id=Report%20of%20the%20Directors) This report summarizes the company's FY2022 activities, business review, financial performance, and dividend policy, noting no significant change in core toy-related operations, high customer concentration, and confirming compliance with public float requirements and non-competition undertakings [Business Operations Overview](index=36&type=section&id=Business%20Operations%20Overview) The company's core business of toy design, sales, and distribution, primarily through investment holding, saw no significant changes in FY2022, with no dividend recommended, and notable high concentrations in both customer (top five at 71.2% of revenue) and supplier (top five at 65.5% of purchases) bases - The Board does not recommend the payment of any dividend for the current year[236](index=236&type=chunk)[242](index=242&type=chunk) - **High customer concentration**: The top five customers accounted for **71.2%** of total revenue, with the largest customer accounting for **65.8%** **High supplier concentration**: The top five suppliers accounted for **65.5%** of total purchases, with the largest supplier accounting for **24.2%**[257](index=257&type=chunk) [Share Capital and Shareholders](index=37&type=section&id=Share%20Capital%20and%20Shareholders) As of March 31, 2022, the company's issued share capital was HK$10 million, comprising 1 billion shares, with Chairman Mr. Li Wai Keung holding 18.08% through Infinite Force Holdings Ltd., and the company maintained sufficient public float throughout the year - As of March 31, 2022, Mr. Li Wai Keung, the company's Chairman and Executive Director, was deemed to hold **180,800,000 shares**, representing **18.08%** of the issued share capital[300](index=300&type=chunk)[303](index=303&type=chunk) - The company confirmed that it maintained a sufficient public float as required by the GEM Listing Rules throughout the financial year and up to the reporting date[259](index=259&type=chunk)[262](index=262&type=chunk) [Directors' Interests and Compliance](index=39&type=section&id=Directors%27%20Interests%20and%20Compliance) This section details directors' service contracts, remuneration, and interests in significant contracts, confirming no material interests held by directors in Group transactions, receipt of independence confirmations from all independent non-executive directors, and compliance with the non-competition undertaking by the controlling shareholder - During the reporting period, neither the directors nor their associated entities had any significant interests in the Group's material transactions, arrangements, or contracts[278](index=278&type=chunk)[283](index=283&type=chunk) - The controlling shareholder confirmed compliance with the non-competition undertaking, which was reviewed and confirmed by the independent non-executive directors[316](index=316&type=chunk)[319](index=319&type=chunk) [Independent Auditor's Report](index=48&type=section&id=Independent%20Auditor%27s%20Report) The independent auditor, Grant Thornton Hong Kong Limited, issued an unmodified opinion on the consolidated financial statements for the year ended March 31, 2022, confirming a true and fair view and compliance with accounting standards, while highlighting revenue recognition timing and impairment assessment of receivables as key audit matters - The auditor issued an **unmodified audit opinion**, affirming that the financial statements present a true and fair view of the Group's financial position and operating results[329](index=329&type=chunk)[331](index=331&type=chunk) - Key Audit Matters include: - **Timing of revenue recognition**: There is a risk of incorrect revenue recognition timing due to varying terms in different sales contracts[334](index=334&type=chunk)[341](index=341&type=chunk) - **Impairment assessment of trade and bills receivables**: Determining the provision for expected credit losses involves significant management judgment[345](index=345&type=chunk)[352](index=352&type=chunk) [Consolidated Financial Statements](index=57&type=section&id=Consolidated%20Financial%20Statements) This section presents the Group's core financial statements for the year ended March 31, 2022, showing a slight revenue increase but profit decline, stable asset and net asset growth, strong operating cash flow, net cash inflow from investing activities due to a subsidiary disposal, and net cash outflow from financing activities [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=57&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) In FY2022, Group revenue increased 2.4% to HK$216 million, but gross profit declined 8.1% to HK$34.87 million due to rising costs, and profit for the year significantly dropped 82.9% to HK$1.481 million, resulting in basic earnings per share of HK$0.15 cents Consolidated Statement of Profit or Loss and Other Comprehensive Income Highlights | Indicator | FY2022 (HK$ thousand) | FY2021 (HK$ thousand) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Revenue | 216,485 | 211,467 | +2.4% | | Gross Profit | 34,873 | 37,964 | -8.1% | | Operating Profit | 3,225 | 12,567 | -74.3% | | Profit for the Year | 1,481 | 8,677 | -82.9% | | Basic Earnings Per Share (HK cents) | 0.15 | 0.87 | -82.8% | [Consolidated Statement of Financial Position](index=58&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2022, total assets were HK$225 million and total liabilities HK$44.6 million; non-current assets significantly decreased to HK$17.28 million due to investment property disposal, while current assets increased to HK$208 million, and net assets (total equity) slightly grew 0.8% to HK$180 million Consolidated Statement of Financial Position Highlights | Indicator | March 31, 2022 (HK$ thousand) | March 31, 2021 (HK$ thousand) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Non-Current Assets | 17,280 | 56,196 | -69.3% | | Current Assets | 207,666 | 165,174 | +25.7% | | **Total Assets** | **224,946** | **221,370** | **+1.6%** | | Current Liabilities | 44,333 | 41,363 | +7.2% | | Non-Current Liabilities | 261 | 1,136 | -77.0% | | **Total Liabilities** | **44,594** | **42,499** | **+4.9%** | | **Net Assets (Total Equity)** | **180,352** | **178,871** | **+0.8%** | [Consolidated Statement of Changes in Equity](index=60&type=section&id=Consolidated%20Statement%20of%20Changes%20in%20Equity) As of March 31, 2022, the Group's total equity increased by HK$1.481 million to HK$180 million, solely due to the profit recorded for the year, with no other equity changes during the period Consolidated Statement of Changes in Equity Highlights | Indicator | March 31, 2022 (HK$ thousand) | March 31, 2021 (HK$ thousand) | | :--- | :--- | :--- | | Total Equity at Beginning of Period | 178,871 | 170,194 | | Profit for the Year | 1,481 | 8,677 | | **Total Equity at End of Period** | **180,352** | **178,871** | [Consolidated Statement of Cash Flows](index=61&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) In FY2022, the Group's net cash and cash equivalents increased by HK$79.6 million, driven by strong operating cash flow of HK$38.51 million and HK$44.62 million from investing activities (including HK$34 million from a subsidiary disposal), with a HK$3.53 million net outflow from financing activities, ending with HK$152 million in cash Consolidated Statement of Cash Flows Highlights | Indicator | FY2022 (HK$ thousand) | FY2021 (HK$ thousand) | | :--- | :--- | :--- | | Net Cash Generated from Operating Activities | 38,505 | 14,817 | | Net Cash Generated from/(Used in) Investing Activities | 44,620 | (44,277) | | Net Cash Used in Financing Activities | (3,528) | (3,599) | | **Net Increase/(Decrease) in Cash and Cash Equivalents** | **79,597** | **(33,059)** | | Cash and Cash Equivalents at Beginning of Year | 72,043 | 105,102 | | **Cash and Cash Equivalents at End of Year** | **151,640** | **72,043** | [Notes to the Consolidated Financial Statements](index=62&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) This section provides detailed notes to the financial statements, offering in-depth analysis of accounting policies, key estimates, and statement items, including revenue segmentation, asset changes, related party transactions, financial risk management, and significant post-reporting date events, all crucial for understanding the company's financial position and operating results [Note 4: Revenue and Segment Reporting](index=98&type=section&id=Note%204%3A%20Revenue%20and%20Segment%20Reporting) This note details revenue composition, showing ODM toys, distributed imported toys, and proprietary licensed toys contributing 49.8%, 23.2%, and 27.0% respectively, with Japan as the largest market at 51.3%, and high customer concentration where the top three clients contributed 34.4%, 16.9%, and 14.5% of total revenue Revenue by Geographical Region | Region | FY2022 Revenue (HK$ thousand) | Percentage of Total Revenue | | :--- | :--- | :--- | | Japan | 111,073 | 51.3% | | United States | 32,732 | 15.1% | | Hong Kong | 26,992 | 12.5% | | China | 20,217 | 9.3% | | Taiwan | 11,648 | 5.4% | | Other | 13,823 | 6.4% | | **Total** | **216,485** | **100.0%** | [Note 11: Investment Properties and Property, Plant and Equipment](index=111&type=section&id=Note%2011%3A%20Investment%20Properties%20and%20Property%2C%20Plant%20and%20Equipment) This note details changes in PP&E and investment properties, with PP&E's net book value decreasing to HK$16.74 million as of March 31, 2022, and all HK$32 million of investment properties fully disposed of during the year through a subsidiary sale - The Group disposed of all investment properties with a book value of **HK$32 million** during the current year through the sale of a subsidiary (D4 Toys Oversea)[665](index=665&type=chunk)[781](index=781&type=chunk) - As of March 31, 2022, buildings with a total book value of **HK$6.069 million** (used as directors' quarters) were pledged to banks to secure financing[665](index=665&type=chunk)[666](index=666&type=chunk) [Note 15 & 16: Receivables](index=120&type=section&id=Note%2015%20%26%2016%3A%20Receivables) As of March 31, 2022, net trade and bills receivables decreased to HK$7.584 million from HK$105 million, with approximately 88% of trade receivables aged within 60 days, and trade deposits forming the majority of other receivables at HK$32.8 million Trade Receivables Aging Analysis | Trade Receivables Aging | March 31, 2022 (HK$ thousand) | Percentage | | :--- | :--- | :--- | | Less than 30 days | 3,576 | 61.5% | | 31 to 60 days | 1,526 | 26.2% | | 61 to 90 days | 414 | 7.1% | | Over 90 days | 297 | 5.1% | | **Total** | **5,813** | **100.0%** | [Note 25: Disposal of a Subsidiary](index=136&type=section&id=Note%2025%3A%20Disposal%20of%20a%20Subsidiary) On January 28, 2022, the Group disposed of its wholly-owned subsidiary, D4 Toys Oversea, to an executive director for HK$34 million cash, generating a HK$2.123 million gain and HK$34 million net cash inflow, with the subsidiary's main asset being HK$32 million in investment property Summary of Disposal of a Subsidiary | Item | Amount (HK$ thousand) | | :--- | :--- | | Disposal Consideration | 34,000 | | Net Assets Disposed Of | (31,877) | | **Gain on Disposal** | **2,123** | | **Net Cash Inflow** | **34,000** | [Note 26: Financial Risk Management](index=137&type=section&id=Note%2026%3A%20Financial%20Risk%20Management) This note outlines the Group's main financial risks, including credit risk concentrated in trade receivables (top five customers at 93%), liquidity risk managed by cash reserves, and foreign currency risk from USD, EUR, JPY, and RMB transactions, for which sensitivity analysis is performed - The Group faces significant customer credit concentration risk, with the top five customers accounting for **93%** (2021: 95%) of total trade receivables as of the reporting period end[790](index=790&type=chunk)[794](index=794&type=chunk) Net Exposure to Foreign Currency Risk | Currency | Net Exposure as of March 31, 2022 (HK$ thousand) | | :--- | :--- | | USD | 78,411 | | EUR | 149 | | JPY | 4,264 | | RMB | 10,691 | [Note 30: Events After the Reporting Date](index=151&type=section&id=Note%2030%3A%20Events%20After%20the%20Reporting%20Date) A significant acquisition occurred post-reporting period, with the company completing the purchase of a 30% equity stake in Guangzhou DongYiQuan Network Technology Co., Ltd. on May 5, 2022, for HK$10 million, paid by issuing approximately 192 million new shares, to expand into smart healthcare - The company completed the acquisition of a **30%** equity stake in Guangzhou DongYiQuan Network Technology Co., Ltd. on May 5, 2022, for a consideration of **HK$10 million**, paid by issuing new shares[859](index=859&type=chunk)[860](index=860&type=chunk)[862](index=862&type=chunk) [Financial Summary](index=153&type=section&id=Financial%20Summary) This section summarizes the Group's key financial data for FY2018-2022, showing continuous revenue growth from HK$132 million to HK$216 million, but a fluctuating decline in profit for the year from a 2019 peak of HK$20.77 million to HK$1.481 million in 2022, while net assets steadily grew to HK$180 million Five-Year Financial Summary | Indicator (HK$ thousand) | 2022 | 2021 | 2020 | 2019 | 2018 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 216,485 | 211,467 | 206,965 | 182,583 | 132,025 | | Gross Profit | 34,873 | 37,964 | 42,182 | 45,160 | 36,292 | | Profit for the Year | 1,481 | 8,677 | 7,450 | 15,121 | 16,910 | | Net Assets | 180,352 | 178,871 | 170,194 | 162,770 | 70,632 |

Financial Results - The unaudited condensed consolidated results for the nine months ended December 31, 2021, have been announced, with comparative figures for the same period in 2020[18]. - The report includes a statement of profit or loss and other comprehensive income for the nine months ended December 31, 2021[19]. - The financial results have not been audited but have been reviewed and approved by the audit committee of the Company[18]. - Revenue for the nine months ended December 31, 2021, was HK$175,901,000, representing an increase of 10.8% compared to HK$159,774,000 in the same period of 2020[20]. - Gross profit decreased to HK$24,507,000, down 19.8% from HK$30,568,000 year-on-year[20]. - Profit from operations significantly dropped to HK$1,480,000, down 91.6% from HK$17,496,000[20]. - Loss for the period was HK$643,000 compared to a profit of HK$13,661,000 in the previous year[20]. - Other net income for the period totaled HK$3,921,000, down from HK$5,756,000 in the previous year[45]. - Cost of sales increased by approximately 17.2% to approximately HK$151,394,000 from approximately HK$129,206,000[76]. - Gross profit decreased by approximately 19.8% to approximately HK$24,507,000, with a gross profit margin decrease to 13.9% from approximately 19.1%[77]. Revenue Breakdown - Sales of ODM toys to license holders decreased by 12.5% to HK$91,441,000 from HK$104,467,000[36]. - Distribution of imported toys and related products increased by 22.6% to HK$41,355,000 from HK$33,715,000[36]. - Sales of own licensed toys and related products surged by 99.5% to HK$43,105,000 from HK$21,592,000[36]. - Revenue from the sales of ODM toys to license holders decreased by approximately 12.5% to approximately HK$91,441,000, primarily due to a decline in production capacity of suppliers in mainland China[66]. - Revenue from the distribution of imported toys and related products increased by approximately 22.7% to approximately HK$41,355,000, driven by the release of a hot-selling high-end robot figure[67]. - Revenue from the sales of own licensed toys and related products increased by approximately 99.6% to approximately HK$43,105,000, attributed to the popularity of a newly developed superhero series figure[68]. Expenses and Costs - Administrative expenses increased to HK$16,626,000, up 32.3% from HK$12,579,000[20]. - Selling expenses rose to HK$9,446,000, an increase of 51.5% from HK$6,249,000[20]. - Staff costs increased to HK$13,016,000 from HK$9,336,000, reflecting higher salaries and benefits[47]. Corporate Governance and Compliance - The Company has a responsibility to ensure the accuracy and completeness of the information provided in the report[5]. - The Audit Committee reviewed the unaudited condensed consolidated financial statements for the nine months ended 31 December 2021, confirming compliance with applicable accounting standards and GEM Listing Rules[156]. - The Company has complied with the Corporate Governance Code during the period, except for a deviation regarding the roles of the chairman and CEO being held by Mr. Li[155]. - The Board will continue to review the appropriateness of splitting the roles of chairman and CEO in the future[155]. - The Company has made adequate disclosures in its financial statements as per legal requirements[156]. Shareholder Information - As of December 31, 2021, Mr. Li Wai Keung holds 180,800,000 shares, representing 18.08% of the Company's issued share capital[135]. - The Company has not redeemed any ordinary shares during the reporting period, nor has it purchased or sold any of its ordinary shares[142]. - The Group did not recommend the payment of dividends for the Period, consistent with the Corresponding Period[119]. - The issued ordinary share capital of the Company was HK$10,000,000, divided into 1,000,000,000 shares of HK$0.01 each[148]. Future Outlook and Strategy - The Group is negotiating a possible acquisition of DongYiQuan Network Technology Co., Ltd., with a memorandum of understanding signed[104]. - The Board aims to expand the Group's network beyond the ACG figure toys market to enhance income sources and shareholder value[128]. - The Group plans to leverage its advantages in high-end toy products to achieve breakthroughs in business performance[131]. Risks and Challenges - The Group's exposure to foreign currency risk primarily arises from financial instruments denominated in JPY, RMB, and USD, with no hedging strategies adopted[111]. - The Group's revenue for the third quarter of 2021/22 was impacted by ineffective quality control over suppliers and products, which may adversely affect business operations[132]. - The Group may face delays and/or defaults in payments by customers, which could adversely affect cash flows and financial results[132]. - The failure to renew existing license rights or obtain new ones for licensed toys could negatively impact the Group's financial performance[132].

[Corporate Information](index=4&type=section&id=Corporate%20Information) The company's governance structure includes its Board of Directors, key committees, and external auditor - The Board of Directors is led by Executive Directors Mr. Li Wai Keung (Chairman and CEO), Mr. To Hoi Pan, and Ms. Li Kwai Fong, with established Audit, Remuneration, and Nomination Committees[11](index=11&type=chunk)[12](index=12&type=chunk)[13](index=13&type=chunk) - The company's auditor is Grant Thornton Hong Kong Limited[14](index=14&type=chunk) [Financial Statements](index=6&type=section&id=Financial%20Statements) [Unaudited Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=6&type=section&id=Unaudited%20Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) Revenue grew 22.1% YoY, but profit for the period fell sharply by 54.4% due to lower gross margin and higher expenses Consolidated Statement of Profit or Loss Summary (For the six months ended September 30) | Metric | 2021 (HK$ '000) | 2020 (HK$ '000) | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | 116,391 | 95,294 | +22.1% | | Gross Profit | 18,630 | 17,211 | +8.2% | | Operating Profit | 4,493 | 8,547 | -47.4% | | Profit for the period | 2,878 | 6,313 | -54.4% | | Basic earnings per share (HK cents) | 0.29 | 0.63 | -54.0% | [Unaudited Condensed Consolidated Statement of Financial Position](index=7&type=section&id=Unaudited%20Condensed%20Consolidated%20Statement%20of%20Financial%20Position) The company's financial position remained solid with a slight growth in net assets and a significant increase in cash reserves Consolidated Statement of Financial Position Summary | Metric | Sep 30, 2021 (HK$ '000) | Mar 31, 2021 (HK$ '000) | Period Change | | :--- | :--- | :--- | :--- | | Non-current assets | 56,258 | 56,196 | +0.1% | | Current assets | 171,549 | 165,174 | +3.9% | | Current liabilities | 45,152 | 41,363 | +9.2% | | Net current assets | 126,397 | 123,811 | +2.1% | | Net assets | 181,749 | 178,871 | +1.6% | | Bank balances and cash | 107,900 | 86,961 | +24.1% | [Unaudited Condensed Consolidated Statement of Changes in Equity](index=8&type=section&id=Unaudited%20Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) Total equity increased during the period, driven entirely by the profit recorded, with no other equity movements Summary of Changes in Equity (For the six months ended September 30) | Item | Amount (HK$ '000) | | :--- | :--- | | Balance at April 1, 2021 | 178,871 | | Profit for the period | 2,878 | | Balance at September 30, 2021 | 181,749 | [Unaudited Condensed Consolidated Statement of Cash Flow Statement](index=9&type=section&id=Unaudited%20Condensed%20Consolidated%20Cash%20Flow%20Statement) The company demonstrated strong cash generation with a significant increase in net cash from operating activities Consolidated Cash Flow Statement Summary (For the six months ended September 30) | Item | 2021 (HK$ '000) | 2020 (HK$ '000) | YoY Change | | :--- | :--- | :--- | :--- | | Net cash from operating activities | 22,450 | 10,279 | +118.4% | | Net cash from/(used in) investing activities | 535 | (2,191) | N/A | | Net cash used in financing activities | (2,046) | (1,985) | +3.1% | | Net increase in cash and cash equivalents | 20,939 | 6,103 | +243.1% | | Cash and cash equivalents at end of period | 107,900 | 121,205 | -11.0% | [Notes to the Unaudited Condensed Consolidated Interim Financial Statements](index=10&type=section&id=Notes%20to%20the%20Unaudited%20Condensed%20Consolidated%20Interim%20Financial%20Statements) [Revenue and Business Segment](index=15&type=section&id=4.%20Revenue%20and%20business%20segment) Total revenue grew 22.1%, driven by strong performance in imported and self-licensed toys, though the core ODM segment declined Revenue by Business Segment (For the six months ended September 30) | Business Segment | 2021 (HK$ '000) | 2020 (HK$ '000) | YoY Change | | :--- | :--- | :--- | :--- | | Sales of ODM toys to license holders | 56,767 | 62,709 | -9.5% | | Distribution of imported toys and related products | 30,285 | 20,825 | +45.4% | | Sales of self-licensed toys and related products | 29,339 | 11,760 | +149.5% | | **Total** | **116,391** | **95,294** | **+22.1%** | - Revenue from the Group's five largest customers accounted for approximately **72% of total revenue**, indicating continued high customer concentration[57](index=57&type=chunk)[58](index=58&type=chunk) - The Group's largest single customer contributed revenue of **HK$58.604 million**, representing approximately **50.3% of total revenue**[64](index=64&type=chunk) [Other Key Financial Notes](index=18&type=section&id=Other%20Key%20Financial%20Notes) Net other income fell due to the absence of prior-year government subsidies, while staff costs rose significantly - Net other income decreased significantly as the **government subsidies of HK$1.908 million** received in the prior period were discontinued[67](index=67&type=chunk) - Staff costs increased by **43.7%** from HK$6.638 million to HK$9.542 million[68](index=68&type=chunk) - No dividend was paid or declared by the company or any of its subsidiaries for the six months ended September 30, 2021[106](index=106&type=chunk) [Management Discussion and Analysis](index=26&type=section&id=Management%20Discussion%20and%20Analysis) [Business Review](index=26&type=section&id=Business%20review) ODM toy revenue fell due to supplier constraints, while imported and self-licensed toy segments achieved substantial growth - Revenue from sales of ODM toys decreased by **9.5%** due to severe capacity reductions at suppliers in mainland China caused by power and water supply failures[117](index=117&type=chunk) - Revenue from distribution of imported toys grew by **45.4%**, primarily driven by a popular high-end robot figure that contributed over 50% of the segment's sales[118](index=118&type=chunk) - Revenue from sales of self-licensed toys surged by **149.5%**, attributed to a low base in the prior period and the popularity of a newly developed superhero figure series[119](index=119&type=chunk)[120](index=120&type=chunk) [Financial Analysis](index=27&type=section&id=Financial%20Analysis) Gross margin declined due to higher production costs, while administrative expenses rose from a discretionary bonus to the Chairman - Gross profit margin decreased from **18.1%** to **16.0%** due to additional production and labor costs passed on by suppliers amid an unstable production environment in mainland China[128](index=128&type=chunk) - Selling expenses increased by **14.2%**, mainly due to expenses related to the Ani-Com & Games Hong Kong event, which was canceled in the prior period[130](index=130&type=chunk) - Administrative expenses rose by **29.3%**, primarily due to a **HK$3 million discretionary bonus** paid to Chairman Mr. Li Wai Keung for his outstanding leadership since the company's listing in 2018[139](index=139&type=chunk) [Liquidity, Financial Resources and Capital Structure](index=29&type=section&id=Liquidity,%20financial%20resources%20and%20funding) The Group maintained a strong financial position with ample cash reserves and a very low gearing ratio Key Liquidity and Capital Structure Metrics | Metric | Sep 30, 2021 | Mar 31, 2021 | | :--- | :--- | :--- | | Cash and bank balances (HK$ '000) | 107,900 | 86,961 | | Bank borrowings (HK$ '000) | 3,407 | 3,487 | | Lease liabilities (HK$ '000) | 2,543 | 3,559 | | Gearing ratio | 0.02 times | 0.02 times | [Outlook and Principal Risks](index=31&type=section&id=Outlook%20and%20Principal%20risks%20and%20uncertainties) The Group plans to expand its revenue streams while actively managing key operational and strategic risks - The Board will actively seek potential business opportunities to expand beyond the ACG figure toy market, aiming to broaden revenue sources and enhance shareholder value[174](index=174&type=chunk)[176](index=176&type=chunk) Principal Risks and Mitigation Measures | Principal Risk | Mitigation Measures | | :--- | :--- | | Failure to secure new orders | Maintain strong relationships with major customers and actively explore new ones | | Reliance on senior management team | Provide continuous training to enhance the performance of the senior management team | | Ineffective supplier and product quality control | A professional engineering team works closely with suppliers to maintain high-quality standards | | Customer payment delays or defaults | Offer credit terms only to reputable long-term customers; most transactions are on a cash basis | | Failure to renew or obtain new licenses | A dedicated team works closely with existing licensors and develops potential new ones | [Other Information](index=33&type=section&id=Other%20Information) [Interests of Directors and Major Shareholders](index=33&type=section&id=Interests%20and%20Short%20Positions%20of%20Directors%20and%20Chief%20Executive) Chairman and CEO Mr. Li Wai Keung and Mr. Wong Man Hin are the company's two substantial shareholders Major Shareholder Holdings (as at September 30, 2021) | Shareholder Name | Nature of Interest | Number of Shares | Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | Mr. Li Wai Keung | Interest in a controlled corporation | 380,800,000 (L) | 38.08% | | Infinite Force | Beneficial owner | 380,800,000 (L) | 38.08% | | Mr. Wong Man Hin | Beneficial owner | 102,920,000 (L) | 10.29% | [Corporate Governance](index=36&type=section&id=Corporate%20governance%20practice) The company deviated from the Corporate Governance Code by not separating the roles of Chairman and CEO - The company complied with the Corporate Governance Code but deviated from code provision A.2.1, as the roles of Chairman and CEO are both held by Mr. Li Wai Keung[199](index=199&type=chunk) - The Board believes that combining the roles of Chairman and CEO provides strong leadership and is beneficial for the Group's management and business development, and will continue to review this arrangement[199](index=199&type=chunk) - The Audit Committee has reviewed the unaudited condensed consolidated interim financial statements and concluded that they comply with relevant standards and requirements with adequate disclosure[203](index=203&type=chunk)

（於開曼群島註冊成立之有限公司） (incorporated in the Cayman Islands with limited liability) (Stock code 股份代號 : 8545) FIRST QUARTERLY REPORT 第一季度業績報告 2021/22 CHARACTERISTICS OF GEM OF THE STOCK EXCHANGE OF HONG KONG LIMITED (THE "STOCK EXCHANGE") GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companie ...

[Corporate Information](index=3&type=section&id=Corporate%20Information) This section provides an overview of the company's board of directors, committees, and essential corporate details [Board of Directors](index=4&type=section&id=Board%20of%20Directors) This section lists the Board of Directors of Billion Group Holdings Limited, including executive, non-executive, and independent non-executive directors, as well as the company secretary and compliance officer - **Executive Directors**: Mr. Li Wai Keung (Chairman and Chief Executive Officer), Mr. To Hoi Bun, Ms. Li Kwai Fong[10](index=10&type=chunk)[12](index=12&type=chunk) - **Non-executive Director**: Mr. Yu Tsz Yat (appointed on February 1, 2021, and resigned on June 9, 2021)[10](index=10&type=chunk)[12](index=12&type=chunk) - **Independent Non-executive Directors**: Mr. Yu Pui Hang, Ms. Chow Chi Ling, Ms. Yam Hung Yin (appointed on February 1, 2021)[10](index=10&type=chunk)[12](index=12&type=chunk) - **Company Secretary and Compliance Officer**: Mr. To Hoi Bun[10](index=10&type=chunk)[12](index=12&type=chunk) [Committees](index=4&type=section&id=Committees) This section details the composition of the company's Audit Committee, Remuneration Committee, and Nomination Committee - **Audit Committee Chairman**: Ms. Chow Chi Ling[11](index=11&type=chunk)[12](index=12&type=chunk) - **Remuneration Committee Chairman**: Mr. Yu Pui Hang[11](index=11&type=chunk)[12](index=12&type=chunk) - **Nomination Committee Chairman**: Ms. Yam Hung Yin (appointed on February 1, 2021)[11](index=11&type=chunk)[12](index=12&type=chunk) [Company Details](index=4&type=section&id=Company%20Details) This section provides basic information about the company's auditor, registered office, principal place of business in Hong Kong, share registrar, compliance adviser, legal adviser, principal bankers, company website, and stock code - **Auditor**: Grant Thornton Hong Kong Limited[12](index=12&type=chunk) - **Registered Office**: Cayman Islands[13](index=13&type=chunk)[14](index=14&type=chunk) - **Principal Place of Business in Hong Kong**: Unit A-C, 3A/F, Merit Industrial Building, 24-32 Kwai Chung Street, Tsuen Wan, Hong Kong[13](index=13&type=chunk)[14](index=14&type=chunk) - **Stock Code**: **8545**[14](index=14&type=chunk)[15](index=15&type=chunk) [Chairman's Statement](index=6&type=section&id=Chairman's%20Statement) This report outlines the company's operational environment, challenges, and strategic direction amidst the impact of the COVID-19 pandemic [Business Environment and Challenges](index=6&type=section&id=Business%20Environment%20and%20Challenges) The Chairman's report highlights a challenging business environment due to the COVID-19 pandemic, severely impacting physical cash flow, with the company strengthening online sales but facing challenges from RMB appreciation, rising raw material and labor costs, and water/power supply restrictions in Guangdong - The COVID-19 pandemic severely damaged the physical retail industry, prompting the company to strengthen online sales to reduce reliance[17](index=17&type=chunk)[21](index=21&type=chunk) - **Cost pressures**: RMB appreciation, sharp increases in raw material prices, labor shortages, and rising salaries significantly impacted costs[18](index=18&type=chunk)[21](index=21&type=chunk) - **Supply chain restrictions**: Abnormal weather conditions severely affected water and power supply in Guangdong Province, impacting production and shipment speeds[19](index=19&type=chunk)[22](index=22&type=chunk) [Future Strategy](index=6&type=section&id=Future%20Strategy) Facing a severe operating environment, the company plans to adopt a conservative development approach over the next 1-2 years, focusing on product quality and reducing high-risk investments to maintain stable performance and growth momentum among peers - A **conservative development approach** will be adopted for the next 1-2 years, continuing to maintain market competitiveness through product quality[20](index=20&type=chunk)[22](index=22&type=chunk) - **High-risk investments will be reduced** to maintain relatively stable performance and development compared to peers[20](index=20&type=chunk)[22](index=22&type=chunk) [Management Discussion and Analysis](index=7&type=section&id=Management%20Discussion%20and%20Analysis) This section reviews the group's business performance, financial results, operational health, use of proceeds, and contingent liabilities for the fiscal year [Business Review](index=7&type=section&id=Business%20Review) The Group primarily engages in the design, marketing, distribution, and retail of toys and related products, with ODM toy sales slightly decreasing but remaining the main revenue source in FY2021, while distribution of imported toys saw significant growth and sales of proprietary licensed toys slightly decreased - The Group's principal business involves the design, marketing, distribution, and retail of toys and related products[24](index=24&type=chunk)[27](index=27&type=chunk) FY2021 Revenue and Profit Margin Changes by Business Segment | Business Segment | 2021 Revenue (HKD) | 2020 Revenue (HKD) | Revenue Change (%) | 2021 Profit Margin (%) | 2020 Profit Margin (%) | Profit Margin Change (%) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Sales of ODM Toys | 134,054,000 | 136,829,000 | -2.0% | 14.9% | 18.1% | -17.7% | | Distribution of Imported Toys and Related Products | 44,297,000 | 36,669,000 | +20.8% | - | - | - | | Sales of Proprietary Licensed Toys and Related Products | 33,116,000 | 33,467,000 | -1.0% | - | - | - | - The decrease in **ODM toy profit margin** was primarily due to suppliers passing on increased labor and raw material costs to the Group[26](index=26&type=chunk)[29](index=29&type=chunk) - In the imported toy distribution business, **high-end robot collectible figures** were a high-growth category[31](index=31&type=chunk)[34](index=34&type=chunk) [Financial Analysis](index=8&type=section&id=Financial%20Analysis) The Group's revenue for FY2021 increased slightly by **2.2%**, primarily driven by the imported toy distribution business, but rising cost of sales led to a **10.0%** decrease in gross profit, with gross margin falling from **20.4%** to **18.0%**; administrative expenses increased due to forfeiture of trade deposits from cancelled orders, while finance costs decreased due to lower bank loan interest FY2021 Key Financial Indicators Changes | Indicator | 2021 (HKD) | 2020 (HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 211,467,000 | 206,965,000 | +2.2% | | Cost of Sales | 173,503,000 | 164,783,000 | +5.3% | | Gross Profit | 37,964,000 | 42,182,000 | -10.0% | | Gross Margin | 18.0% | 20.4% | -2.4 percentage points | | Net Other Income | 6,477,000 | 6,254,000 | +3.6% | | Selling Expenses | 5,649,000 | 6,882,000 | -17.9% | | Administrative Expenses | 25,975,000 | 24,515,000 | +6.0% | | Finance Costs | 196,000 | 348,000 | -43.7% | | Income Tax Expense | 3,694,000 | 3,874,000 | -4.6% | - The increase in cost of sales included an inventory write-down of approximately **HKD 1,078,000**[39](index=39&type=chunk)[43](index=43&type=chunk) - The decrease in selling expenses was primarily due to the cancellation of local and overseas exhibition activities caused by the COVID-19 pandemic[42](index=42&type=chunk)[46](index=46&type=chunk) - The increase in administrative expenses was mainly due to the forfeiture of trade deposits of approximately **HKD 2,318,000** resulting from cancelled orders with incurred mold costs[50](index=50&type=chunk)[54](index=54&type=chunk) - The decrease in finance costs was primarily due to reduced interest on bank loans[51](index=51&type=chunk)[55](index=55&type=chunk) [Operational & Financial Health](index=10&type=section&id=Operational%20%26%20Financial%20Health) The Group had no definite major investment and capital asset plans for FY2021 but invested in a joint venture for protective product manufacturing; the Group's financial position remains sound with a gearing ratio of **0.02 times**, a slight increase in staff headcount, and higher total staff costs, with the Board not recommending a dividend payout - There are no definite major investment and capital asset plans for the future, but the company has invested **HKD 3,000,000** in a joint venture (30% stake) to produce protective products[59](index=59&type=chunk)[60](index=60&type=chunk)[62](index=62&type=chunk) Gearing Ratio and Staff Costs | Indicator | As at March 31, 2021 | As at March 31, 2020 | | :--- | :--- | :--- | | Gearing Ratio | 0.02 times | 0.02 times | | Number of Employees | 39 persons | 38 persons | | Total Staff Costs | HKD 14,301,000 | HKD 12,646,000 | - The Group's financial position is **good and sound**, with sufficient bank balances and cash to meet funding requirements[61](index=61&type=chunk)[63](index=63&type=chunk) - The Group primarily faces foreign exchange risks from USD, JPY, and RMB, but currently has no foreign currency hedging policy, with management closely monitoring the situation[66](index=66&type=chunk)[70](index=70&type=chunk) - As of March 31, 2021, buildings with a total carrying amount of approximately **HKD 6,246,000** were mortgaged as collateral for bank financing[67](index=67&type=chunk)[71](index=71&type=chunk) - The Board does not recommend the payment of a dividend for the year ended March 31, 2021[69](index=69&type=chunk)[73](index=73&type=chunk) [Use of Proceeds](index=13&type=section&id=Use%20of%20Proceeds) The company fully utilized the net proceeds from its listing, approximately **HKD 57.9 million**, in FY2021, primarily for expanding its proprietary licensed toy product portfolio, enhancing its overseas distribution network, strengthening human resources, and improving IT systems and warehouse renovation - The net proceeds from the listing, approximately **HKD 57,900,000**, were fully utilized during the year[75](index=75&type=chunk) Use of Listing Proceeds | Purpose | Total Planned Amount (HK$'000) | Actual Amount Used as at March 31, 2021 (HK$'000) | | :--- | :--- | :--- | | Expanding proprietary licensed toy and related product portfolio | 46,200 | 46,200 | | Enhancing overseas distribution network | 3,600 | 3,600 | | Further strengthening human resources | 6,000 | 6,000 | | Further improving IT systems and warehouse renovation | 2,100 | 2,100 | | **Total** | **57,900** | **57,900** | [Contingent Liabilities](index=13&type=section&id=Contingent%20Liabilities) As of March 31, 2021, the Group had no significant contingent liabilities - As at March 31, 2021, the Group had **no significant contingent liabilities** (2020: nil)[77](index=77&type=chunk)[78](index=78&type=chunk) [Directors and Senior Management Profile](index=14&type=section&id=Directors%20and%20Senior%20Management%20Profile) This section provides biographical details, responsibilities, and professional experience of the company's executive, non-executive, and independent non-executive directors, as well as senior management [Executive Directors](index=14&type=section&id=Executive%20Directors) This section introduces the backgrounds, responsibilities, and industry experience of Mr. Li Wai Keung (Chairman and Chief Executive Officer), Mr. To Hoi Bun (Executive Director and Company Secretary), and Ms. Li Kwai Fong (Executive Director and General Manager) - **Mr. Li Wai Keung** (41 years old): Founder of the Group, Chairman and Chief Executive Officer, responsible for overall business development, financial and strategic planning, with over **15 years of experience** in the ACG toy industry[80](index=80&type=chunk)[83](index=83&type=chunk) - **Mr. To Hoi Bun** (47 years old): Executive Director and Company Secretary, responsible for financial reporting, planning, treasury, and financial management, with over **20 years of experience** in accounting and financial management[82](index=82&type=chunk)[84](index=84&type=chunk)[86](index=86&type=chunk) - **Ms. Li Kwai Fong** (35 years old): Executive Director and General Manager, primarily responsible for managing the Group's general operations[87](index=87&type=chunk) [Non-executive Director](index=15&type=section&id=Non-executive%20Director) This section introduces the background of Mr. Yu Tsz Yat, who was appointed as a Non-executive Director on February 1, 2021, and resigned on June 9, 2021 - **Mr. Yu Tsz Yat** (27 years old): Appointed as a Non-executive Director on **February 1, 2021**, and resigned on **June 9, 2021**[89](index=89&type=chunk)[93](index=93&type=chunk) [Independent Non-executive Directors](index=16&type=section&id=Independent%20Non-executive%20Directors) This section introduces the backgrounds, professional qualifications, and roles in company committees of Mr. Yu Pui Hang, Ms. Chow Chi Ling, and Ms. Yam Hung Yin - **Mr. Yu Pui Hang** (41 years old): Independent Non-executive Director, Chairman of the Remuneration Committee, and member of the Audit Committee and Corporate Governance Committee, with a legal background[95](index=95&type=chunk)[96](index=96&type=chunk)[99](index=99&type=chunk) - **Ms. Chow Chi Ling** (38 years old): Independent Non-executive Director, with over **15 years of experience** in auditing and financial management, and a practicing accountant of the Hong Kong Institute of Certified Public Accountants[101](index=101&type=chunk)[103](index=103&type=chunk) - **Ms. Yam Hung Yin** (53 years old): Appointed as an Independent Non-executive Director on **February 1, 2021**, with over **10 years of experience** in real estate investment development and finance[107](index=107&type=chunk)[108](index=108&type=chunk)[112](index=112&type=chunk) [Company Secretary](index=19&type=section&id=Company%20Secretary) This section introduces Mr. To Hoi Bun as the Company Secretary, who received professional training during the year - **Mr. To Hoi Bun**: Financial Controller and Company Secretary, received no less than **15 hours of professional training** during the year ended March 31, 2021[114](index=114&type=chunk)[117](index=117&type=chunk) [Senior Management](index=19&type=section&id=Senior%20Management) This section introduces the background and responsibilities of Ms. Fu Man Yin, who serves as Marketing Manager, overseeing the Group's sales and marketing activities - **Ms. Fu Man Yin** (35 years old): Marketing Manager, primarily responsible for overseeing the Group's sales and marketing activities[115](index=115&type=chunk)[118](index=118&type=chunk) [Corporate Governance Report](index=20&type=section&id=Corporate%20Governance%20Report) This report details the company's corporate governance framework, board and committee structures, risk management, internal controls, and shareholder relations [Corporate Governance Framework](index=20&type=section&id=Corporate%20Governance%20Framework) The company is committed to maintaining high standards of corporate governance and complies with the Corporate Governance Code set out in Appendix 15 of the GEM Listing Rules, though the roles of Chairman and Chief Executive Officer are held by the same person, deviating from code provision A.2.1, and the company has adopted a board diversity policy - The company has complied with all applicable Corporate Governance Code provisions, except for a deviation from code provision A.2.1 (where the roles of Chairman and Chief Executive Officer are held by the same person)[121](index=121&type=chunk)[122](index=122&type=chunk)[135](index=135&type=chunk)[138](index=138&type=chunk) - A **Board Diversity Policy** has been adopted, considering factors such as gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge, and length of service[124](index=124&type=chunk) [Board of Directors and Committees](index=21&type=section&id=Board%20of%20Directors%20and%20Committees) The Board of Directors comprises three executive directors and three independent non-executive directors, with independent non-executive directors accounting for **50%** of the Board members; the Board holds regular meetings and has established an Audit Committee, Remuneration Committee, and Nomination Committee to assist in fulfilling its responsibilities - The Board consists of **three executive directors** and **three independent non-executive directors**, with independent non-executive directors comprising **50%** of the total Board members[133](index=133&type=chunk)[137](index=137&type=chunk) - All directors participated in **continuing professional development training** to develop and update their knowledge and skills[136](index=136&type=chunk)[139](index=139&type=chunk)[141](index=141&type=chunk) - **Four Board meetings** were held during the year, and directors had access to independent professional advice[149](index=149&type=chunk)[152](index=152&type=chunk) [Audit Committee](index=26&type=section&id=Audit%20Committee) The Audit Committee, composed of three independent non-executive directors, is responsible for reviewing the company's financial information, overseeing the Group's financial reporting system, risk management, and internal control systems, and making recommendations on the appointment of external auditors, having held one meeting during the year - The Audit Committee comprises Ms. Chow Chi Ling (Chairman), Mr. Yu Pui Hang, and Ms. Yam Hung Yin (all independent non-executive directors)[158](index=158&type=chunk)[160](index=160&type=chunk) - Its primary responsibilities include reviewing financial information, overseeing financial reporting, risk management, and internal control systems, and making recommendations on the appointment of external auditors[157](index=157&type=chunk)[160](index=160&type=chunk) - **One meeting** was held during the year to review and approve the annual financial results for the year ended March 31, 2021[159](index=159&type=chunk)[160](index=160&type=chunk) [Remuneration Committee](index=27&type=section&id=Remuneration%20Committee) The Remuneration Committee, composed of three independent non-executive directors, is primarily responsible for advising the Board on the overall remuneration policy and structure for all directors and senior management of the Group, and for reviewing performance-based remuneration, having held one meeting during the year - The Remuneration Committee comprises Mr. Yu Pui Hang (Chairman), Ms. Chow Chi Ling, and Ms. Yam Hung Yin (all independent non-executive directors)[162](index=162&type=chunk)[165](index=165&type=chunk) - Its primary responsibilities are to make recommendations to the Board on the overall remuneration policy and structure for directors and senior management, and to review performance-based remuneration[163](index=163&type=chunk)[165](index=165&type=chunk) - **One meeting** was held during the year[165](index=165&type=chunk)[166](index=166&type=chunk) [Nomination Committee](index=28&type=section&id=Nomination%20Committee) The Nomination Committee, composed of three independent non-executive directors, is primarily responsible for reviewing the Board's structure, size, composition, and diversity at least annually, identifying suitable candidates for Board membership, and assessing the independence of independent non-executive directors, having held one meeting during the year - The Nomination Committee comprises Ms. Yam Hung Yin (Chairman), Mr. Yu Pui Hang, and Ms. Chow Chi Ling (all independent non-executive directors)[168](index=168&type=chunk)[171](index=171&type=chunk) - Its primary responsibilities include reviewing the Board's structure, size, composition, and diversity at least annually, identifying qualified members, and assessing the independence of independent non-executive directors[169](index=169&type=chunk)[170](index=170&type=chunk) - **One meeting** was held during the year[171](index=171&type=chunk)[172](index=172&type=chunk) [Risk Management and Internal Control](index=29&type=section&id=Risk%20Management%20and%20Internal%20Control) The Board is directly responsible for the Group's internal control and risk management systems, and engages external independent professional consultants for annual reviews to ensure their effectiveness and adequacy, with the Board deeming the Group's resources, staff qualifications, and training programs to be sufficient - The Board is directly responsible for establishing, maintaining, and reviewing the Group's internal control and risk management systems and their effectiveness[174](index=174&type=chunk)[178](index=178&type=chunk) - The company has engaged **external independent professional consultants** to review the effectiveness and adequacy of its risk management and internal control systems[174](index=174&type=chunk)[178](index=178&type=chunk) - The Board considers the Group's risk management and internal control systems to be **adequate and effective** for the current year[175](index=175&type=chunk)[179](index=179&type=chunk) - The resources, qualifications, experience of staff, and training programs and budgets for the accounting and financial reporting functions are all considered **adequate**[175](index=175&type=chunk)[179](index=179&type=chunk) [Shareholder and Investor Relations](index=30&type=section&id=Shareholder%20and%20Investor%20Relations) The company is committed to maintaining a highly transparent investor communication policy, regularly publishing financial information, and ensuring fair and equitable treatment for all shareholders; the Annual General Meeting will provide a direct communication opportunity between the Board and shareholders, with voting conducted by poll - The company is committed to maintaining **high transparency**, regularly holding briefings and meetings with institutional investors and analysts[186](index=186&type=chunk)[192](index=192&type=chunk) - Financial information and all shareholder corporate communications are available on the company's website and are updated promptly and regularly[187](index=187&type=chunk)[193](index=193&type=chunk) - The Board and management ensure shareholder rights and that all shareholders are treated fairly and equitably[188](index=188&type=chunk)[193](index=193&type=chunk) - The Annual General Meeting will provide a direct communication opportunity between the Board and shareholders, with voting conducted by poll[189](index=189&type=chunk)[194](index=194&type=chunk)[195](index=195&type=chunk) - Any shareholder holding **10% or more** of the share capital has the right to request the Board to convene an extraordinary general meeting in writing[197](index=197&type=chunk)[200](index=200&type=chunk) - Shareholders should submit inquiries in writing (including email, fax, and mail) and provide sufficient contact details[198](index=198&type=chunk)[201](index=201&type=chunk) [Corporate Governance Functions](index=32&type=section&id=Corporate%20Governance%20Functions) The Board is responsible for performing various corporate governance functions, including formulating and reviewing corporate governance policies, overseeing director and senior management training, monitoring compliance with legal and regulatory requirements, establishing codes of conduct and compliance manuals, and reviewing corporate governance report disclosures - Formulating and reviewing the company's policies and practices on corporate governance[206](index=206&type=chunk) - Reviewing and monitoring the training and continuous professional development of directors and senior management[206](index=206&type=chunk) - Reviewing and monitoring the company's compliance policies and practices with legal and regulatory requirements[206](index=206&type=chunk) - Establishing, reviewing, and monitoring codes of conduct and compliance manuals applicable to employees and directors[206](index=206&type=chunk) - Reviewing the company's compliance with the Corporate Governance Code and the disclosures in the Corporate Governance Report[206](index=206&type=chunk) [Report of the Directors](index=33&type=section&id=Report%20of%20the%20Directors) This report covers general corporate information, financial performance, shareholder and director details, corporate governance, ESG initiatives, and auditor information [General Information](index=33&type=section&id=General%20Information) The report confirms the company was incorporated in the Cayman Islands on November 16, 2016, with its principal business being investment holding and its main subsidiaries engaged in the design, marketing, distribution, and retail of toys and related products; there were no significant changes in the nature of business during the year, and the Group complied with relevant laws and regulations - The company was incorporated as a limited liability company in the Cayman Islands on **November 16, 2016**[208](index=208&type=chunk)[214](index=214&type=chunk) - The company's principal business is investment holding, with its major subsidiaries primarily engaged in the design, marketing, distribution, and retail of toys and related products[209](index=209&type=chunk)[215](index=215&type=chunk) - There were **no significant changes** in the nature of the Group's principal business during the year[209](index=209&type=chunk)[215](index=215&type=chunk) - To the best of the Board's knowledge, during the year, the Group had **no material breaches or non-compliance** with applicable laws and regulations that would have a significant impact on the Group's business and operations[211](index=211&type=chunk)[217](index=217&type=chunk) [Financial Performance and Position](index=34&type=section&id=Financial%20Performance%20and%20Position) The report mentions the Group's FY2021 results are disclosed in the consolidated financial statements, with the Board not recommending a dividend payout; it also provides details on changes in property, plant, and equipment, and notes the company's distributable reserves are approximately **HKD 138,000** - The Group's results for the year are presented in the consolidated financial statements, and the directors do not recommend the payment of a dividend (2020: nil)[212](index=212&type=chunk)[218](index=218&type=chunk) - Details of changes in the Group's property, plant, and equipment are set out in note 11 to the consolidated financial statements[221](index=221&type=chunk)[227](index=227&type=chunk) - As at March 31, 2021, the company's distributable reserves were approximately **HKD 138,000** (2020: approximately HKD 240,000)[224](index=224&type=chunk)[230](index=230&type=chunk) - Details of the Group's bank borrowings are set out in note 21 to the consolidated financial statements[226](index=226&type=chunk)[232](index=232&type=chunk) [Shareholder and Director Information](index=35&type=section&id=Shareholder%20and%20Director%20Information) The report discloses key customer and supplier information, confirms no pre-emptive rights, and maintains sufficient public float; it details Board members, confirms the independence of independent non-executive directors, and outlines director service contracts and remuneration policies, also disclosing directors' and substantial shareholders' interests and short positions, and the absence of competing businesses and compliance adviser interests - For the year ended March 31, 2021, the Group's **top five customers** and **largest customer** accounted for approximately **74.8%** and **63.9%** of total revenue, respectively[234](index=234&type=chunk)[237](index=237&type=chunk) - Purchases from the Group's **top five suppliers** accounted for approximately **63.4%** of the Group's total purchases for the fiscal year, including approximately **17.9%** from the largest supplier[234](index=234&type=chunk)[237](index=237&type=chunk) - There are **no pre-emptive rights** under the company's articles of association or Cayman Islands law[235](index=235&type=chunk)[238](index=238&type=chunk) - The company has maintained the percentage of public float as required by the GEM Listing Rules[236](index=236&type=chunk)[239](index=239&type=chunk) - Each executive director has entered into a service agreement with the company for an initial term of **three years** with automatic renewal; non-executive directors have a fixed term of **two years**[245](index=245&type=chunk)[246](index=246&type=chunk)[249](index=249&type=chunk)[250](index=250&type=chunk) - The company has received confirmation of independence from each independent non-executive director and considers all independent non-executive directors to be independent[253](index=253&type=chunk)[257](index=257&type=chunk) - Remuneration for executive directors, independent non-executive directors, and senior management is received in the form of director's fees, salaries, benefits in kind, and/or discretionary bonuses, with reference to comparable companies, time commitment, and Group performance[264](index=264&type=chunk)[269](index=269&type=chunk) Directors' and Chief Executive's Interests in the Company's Shares | Director Name | Nature of Interest/Capacity | Number of Ordinary Shares Held | Percentage of Issued Share Capital (%) | | :--- | :--- | :--- | :--- | | Mr. Li Wai Keung | Interest in controlled corporation | 425,000,000 (L) | 42.50% | Substantial Shareholders' Interests in the Company's Shares | Shareholder Name/Name | Nature of Interest/Capacity | Number of Ordinary Shares Held | Percentage of Issued Share Capital (%) | | :--- | :--- | :--- | :--- | | Infinite Force Holdings Ltd | Beneficial owner | 425,000,000 (L) | 42.50% | | Ms. Fong Wing Yan | Spouse's interest | 425,000,000 (L) | 42.50% | - No director holds any interest in any business that competes or may compete, directly or indirectly, with the Group's business[283](index=283&type=chunk)[287](index=287&type=chunk) - The controlling shareholder has confirmed to the company its compliance with the terms and undertakings of the non-competition deed[292](index=292&type=chunk)[295](index=295&type=chunk) [Corporate Governance and ESG](index=43&type=section&id=Corporate%20Governance%20and%20ESG) The report reiterates the company's commitment to maintaining good corporate governance and compliance with the GEM Listing Rules' code provisions, and the Group's dedication to promoting long-term sustainable development for employees, environmental protection, and corporate social responsibility - The company and its management are committed to maintaining good corporate governance and have applied and complied with the code provisions set out in the Corporate Governance Report in Appendix 15 of the GEM Listing Rules[293](index=293&type=chunk)[296](index=296&type=chunk) - The Group is committed to continuously promoting the long-term, stable, and sustainable development of employees, environmental protection, and social responsibility[294](index=294&type=chunk)[297](index=297&type=chunk) [Auditor Information](index=44&type=section&id=Auditor%20Information) The Audit Committee has reviewed the Group's consolidated financial statements and discussed audit, internal control, and financial reporting matters; Grant Thornton Hong Kong Limited has audited the consolidated financial statements, and a resolution for their re-appointment will be proposed - The Audit Committee has reviewed the Group's consolidated financial statements, adopted accounting principles and practices with management, and discussed audit, internal control, and financial reporting matters[300](index=300&type=chunk)[302](index=302&type=chunk) - The consolidated financial statements have been audited by Grant Thornton Hong Kong Limited, and a resolution for their re-appointment will be proposed for shareholders' approval at the upcoming Annual General Meeting[301](index=301&type=chunk)[303](index=303&type=chunk) [Independent Auditor's Report](index=45&type=section&id=Independent%20Auditor's%20Report) This report presents the auditor's opinion on the consolidated financial statements, highlights key audit matters, and clarifies responsibilities [Auditor's Opinion](index=45&type=section&id=Auditor's%20Opinion) The auditor issued an unmodified opinion on the consolidated financial statements of Billion Group Holdings Limited for the year ended March 31, 2021, deeming them to present a true and fair view of the Group's financial position, financial performance, and cash flows in accordance with Hong Kong Financial Reporting Standards - The auditor issued an **unmodified opinion** on the consolidated financial statements[307](index=307&type=chunk)[308](index=308&type=chunk) - The consolidated financial statements present a **true and fair view** of the Group's financial position, financial performance, and cash flows in accordance with Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants, and have been properly prepared in compliance with the disclosure requirements of the Hong Kong Companies Ordinance[307](index=307&type=chunk)[308](index=308&type=chunk) [Key Audit Matters](index=46&type=section&id=Key%20Audit%20Matters) The report identifies revenue recognition timing and the impairment assessment of trade receivables and bills receivable as key audit matters, as these involve significant management judgment and potential risks of misstatement - **Revenue recognition timing** was identified as a key audit matter because various sales contracts may contain different terms and conditions that increase the risk of error, and revenue is a key performance indicator for the Group, potentially subject to manipulation to achieve desired targets[317](index=317&type=chunk)[318](index=318&type=chunk)[319](index=319&type=chunk)[323](index=323&type=chunk) - The **impairment assessment of trade receivables and bills receivable** was identified as a key audit matter due to the significant level of management judgment involved in determining the provision for lifetime expected credit losses and the materiality of trade receivables and bills receivable in the consolidated financial statements[331](index=331&type=chunk)[334](index=334&type=chunk)[335](index=335&type=chunk) [Responsibilities](index=51&type=section&id=Responsibilities) The report clarifies that the Board is responsible for the preparation of financial statements and internal controls, while the auditor is responsible for forming an independent audit opinion and communicating the audit scope, timing, and significant findings to the Audit Committee - Directors are responsible for preparing consolidated financial statements that give a true and fair view in accordance with Hong Kong Financial Reporting Standards and the disclosure requirements of the Hong Kong Companies Ordinance, and for internal controls[342](index=342&type=chunk)[345](index=345&type=chunk) - The auditor's objective is to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes an opinion[348](index=348&type=chunk)[350](index=350&type=chunk) - The auditor communicates with the Audit Committee regarding the planned scope and timing of the audit, significant audit findings, including any significant deficiencies in internal control[352](index=352&type=chunk)[355](index=355&type=chunk) [Consolidated Financial Statements](index=55&type=section&id=Consolidated%20Financial%20Statements) This section presents the group's consolidated financial statements, including the statement of profit or loss, comprehensive income, financial position, changes in equity, cash flows, and detailed notes [Consolidated Statement of Profit or Loss](index=55&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss) The Group's revenue for FY2021 increased by **2.2%** to **HKD 211.47 million**, but rising cost of sales led to a **10.0%** decrease in gross profit; operating profit slightly increased by **7.7%** to **HKD 12.57 million**, and profit for the year grew by **16.5%** to **HKD 8.68 million** Key Data from Consolidated Statement of Profit or Loss | Indicator | 2021 (HK$'000) | 2020 (HK$'000) | | :--- | :--- | :--- | | Revenue | 211,467 | 206,965 | | Cost of Sales | (173,503) | (164,783) | | Gross Profit | 37,964 | 42,182 | | Operating Profit | 12,567 | 11,672 | | Profit Before Tax | 12,371 | 11,324 | | Profit for the Year | 8,677 | 7,450 | | Basic and Diluted EPS (cents) | 0.87 | 0.75 | [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=56&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) The Group's profit for the year in FY2021 was **HKD 8.68 million**, with zero other comprehensive income for the year, resulting in total comprehensive income for the year being the same as the profit for the year Key Data from Consolidated Statement of Profit or Loss and Other Comprehensive Income | Indicator | 2021 (HK$'000) | 2020 (HK$'000) | | :--- | :--- | :--- | | Profit for the Year | 8,677 | 7,450 | | Other Comprehensive Income for the Year | – | (26) | | Total Comprehensive Income for the Year | 8,677 | 7,424 | [Consolidated Statement of Financial Position](index=57&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2021, the Group's total assets less current liabilities were **HKD 180 million**, and net assets were **HKD 179 million**; non-current assets significantly increased, primarily due to the addition of investment properties, while net current assets decreased, mainly due to a reduction in bank deposits and cash Key Data from Consolidated Statement of Financial Position | Indicator | 2021 (HK$'000) | 2020 (HK$'000) | | :--- | :--- | :--- | | Non-current Assets | 56,196 | 27,627 | | Current Assets | 165,174 | 177,331 | | Current Liabilities | 41,363 | 31,223 | | Non-current Liabilities | 1,136 | 3,541 | | Net Assets | 178,871 | 170,194 | | Total Equity | 178,871 | 170,194 | - Investment properties increased from **nil** in 2020 to **HKD 32,000,000** in 2021[367](index=367&type=chunk) - Bank deposits and cash decreased from **HKD 115,102,000** in 2020 to **HKD 86,961,000** in 2021[367](index=367&type=chunk) [Consolidated Statement of Changes in Equity](index=59&type=section&id=Consolidated%20Statement%20of%20Changes%20in%20Equity) As of March 31, 2021, the Group's total equity was **HKD 179 million**, representing a **5.1%** increase from the previous year; profit for the year of **HKD 8.68 million** was fully allocated to retained earnings, while share capital and share premium remained unchanged Key Data from Consolidated Statement of Changes in Equity | Indicator | 2021 (HK$'000) | 2020 (HK$'000) | | :--- | :--- | :--- | | Share Capital | 10,000 | 10,000 | | Share Premium | 66,991 | 66,991 | | Retained Earnings | 101,751 | 93,074 | | Total Equity | 178,871 | 170,194 | - Profit for the year of **HKD 8,677,000** was fully credited to retained earnings[373](index=373&type=chunk) [Consolidated Statement of Cash Flows](index=60&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) The Group's net cash from operating activities for FY2021 was **HKD 14.82 million**, net cash used in investing activities was **HKD 44.28 million**, and net cash used in financing activities was **HKD 3.60 million**, resulting in a net decrease in cash and cash equivalents of **HKD 33.06 million** Key Data from Consolidated Statement of Cash Flows | Activity Type | 2021 (HK$'000) | 2020 (HK$'000) | | :--- | :--- | :--- | | Net cash from operating activities | 14,817 | 8,289 | | Net cash used in investing activities | (44,277) | 9,193 | | Net cash used in financing activities | (3,599) | (5,892) | | Net (decrease)/increase in cash and cash equivalents | (33,059) | 11,590 | | Cash and cash equivalents at end of period | 72,043 | 105,102 | - Cash outflow from investing activities primarily included the acquisition of investment properties for **HKD 31,698,000** and capital injection into a joint venture for **HKD 3,006,000**[378](index=378&type=chunk) [Notes to the Consolidated Financial Statements](index=61&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) The financial statement notes provide detailed explanations of the Group's accounting policies, including the adoption of newly revised Hong Kong Financial Reporting Standards, key sources of estimation uncertainty, revenue and segment reporting, other income, directors' emoluments, earnings per share, investment properties, investments in subsidiaries, interests in joint ventures, inventories, receivables, financial assets, bank deposits, payables, contract liabilities, bank borrowings, lease liabilities, income tax, capital and reserves, financial risk management, capital commitments, and related party transactions - The Group has initially applied certain new and amended Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants, including the amendment to HKFRS 16 "COVID-19-Related Rent Concessions"[394](index=394&type=chunk)[400](index=400&type=chunk) - Key sources of estimation uncertainty include the estimated useful lives of property, plant and equipment, impairment of trade and other receivables, and fair value estimation of investment properties[622](index=622&type=chunk)[623](index=623&type=chunk)[626](index=626&type=chunk) - Revenue primarily derives from the sale of ODM toys, distribution of imported toys and related products, and sale of proprietary licensed toys and related products, with revenue recognized when products are delivered to and accepted by customers[580](index=580&type=chunk)[584](index=584&type=chunk)[586](index=586&type=chunk) Net Other Income | Item | 2021 (HK$'000) | 2020 (HK$'000) | | :--- | :--- | :--- | | Bank interest income | 559 | 1,313 | | Compensation income | 1,138 | 1,113 | | COVID-19-related rent concessions received | 219 | – | | Net exchange gain | 795 | 605 | | Government grants | 1,980 | – | | Management fee income | 1,364 | 1,838 | | Rental income | 16 | 114 | | **Total** | **6,477** | **6,254** | - Government grants of **HKD 1,980,000** were recognized in FY2021, with **HKD 1,660,000** related to the "Employment Support Scheme" and **HKD 320,000** related to the Retail Sector Subsidy Scheme[652](index=652&type=chunk) Total Directors' Emoluments | Year | Total Directors' Emoluments (HK$'000) | | :--- | :--- | | 2021 | 6,791 | | 2020 | 4,969 | - Basic and diluted earnings per share are calculated based on profit for the year of **HKD 8,677,000** and **1,000,000,000** ordinary shares, amounting to **0.87 cents**[672](index=672&type=chunk) - As at March 31, 2021, the carrying amount of investment properties was **HKD 32,000,000** (2020: nil)[626](index=626&type=chunk)[114](index=114&type=chunk) - The Group's investment cost in Grand Amuse Development Limited, a private company incorporated in Hong Kong, was **HKD 3,006,000** for a **30% stake**, primarily engaged in the manufacturing and sale of protective products[59](index=59&type=chunk)[62](index=62&type=chunk)[708](index=708&type=chunk)[710](index=710&type=chunk)[714](index=714&type=chunk) - Inventories are measured at the lower of cost and net realizable value, with an inventory write-down of **HKD 1,078,000** in FY2021[548](index=548&type=chunk)[717](index=717&type=chunk) Net Trade and Bills Receivables | Indicator | 2021 (HK$'000) | 2020 (HK$'000) | | :--- | :--- | :--- | | Gross trade and bills receivables | 10,480 | 7,604 | | Less: Provision for expected credit losses | (4) | (186) | | **Net** | **10,476** | **7,418** | - The credit risk of trade receivables is primarily influenced by the individual characteristics of each customer, rather than by industry or country[802](index=802&type=chunk)[806](index=806&type=chunk) - As at March 31, 2021, **94%** of the total trade receivables were from the Group's largest customer, and **95%** were from the top five customers[802](index=802&type=chunk)[806](index=806&type=chunk) Bank Deposits and Cash | Item | 2021 (HK$'000) | 2020 (HK$'000) | | :--- | :--- | :--- | | Bank and cash on hand | 54,715 | 60,235 | | Bank deposits with original maturity within three months | 17,328 | 44,867 | | Bank deposits with original maturity over three months | 14,918 | 10,000 | | **Total** | **86,961** | **115,102** | Trade and Other Payables | Item | 2021 (HK$'000) | 2020 (HK$'000) | | :--- | :--- | :--- | | Trade payables | 4,186 | 3,653 | | Other payables and accrued expenses | 5,131 | 3,185 | | **Total** | **9,317** | **6,838** | - Contract liabilities primarily arise from customer deposits paid before goods delivery, increasing to **HKD 24,002,000** in 2021, mainly due to receiving more manufacturing orders[748](index=748&type=chunk)[749](index=749&type=chunk)[750](index=750&type=chunk) - Bank borrowings are primarily calculated at floating interest rates ranging from **1.41% to 2.83%** per annum (2020: 2.55% to 4.00%)[753](index=753&type=chunk)[754](index=754&type=chunk) - As at March 31, 2021, there were **no contracted but unprovided capital commitments** for capital injection into a joint venture (2020: HKD 3,000,000)[867](index=867&type=chunk) - Key related party transactions include key management personnel compensation and amounts due to directors, with these balances being unsecured, interest-free, and repayable on demand[869](index=869&type=chunk)[872](index=872&type=chunk) - As at March 31, 2021, the company's immediate parent company was Infinite Force Holdings Limited, and the ultimate controlling party was Mr. Li Wai Keung[878](index=878&type=chunk)[880](index=880&type=chunk) [Particulars of Properties](index=156&type=section&id=Particulars%20of%20Properties) This section provides a detailed schedule of the group's properties, including their locations, ownership interests, floor areas, and current uses [Group Properties](index=156&type=section&id=Group%20Properties) This section lists the details of the Group's principal properties held as of March 31, 2021, including director's quarters, warehouses, and investment properties, along with their locations, percentage of interest held by the Group, floor area, and current use Principal Properties Held by the Group | Property | Location | Group Interest (%) | Floor Area (sq ft) | Use | | :--- | :--- | :--- | :--- | :--- | | Director's quarter | Unit C, 59/F, Tower 2, The Cairn, 18 Yeung Uk Road, Tsuen Wan, New Territories, Hong Kong | 100% | 744 | Director's quarter | | Warehouse | Workshop 1, 14/F, Wang Lung Industrial Building, 11 Lung Tak Street, Tsuen Wan, New Territories, Hong Kong | 100% | 1,759 | Warehouse | | Investment properties | Workshops 1, 2, 3, 4 on 28/F; and Car Park No. 7 on 1/F, On Tai International Centre, 120 Texaco Road, Tsuen Wan, New Territories, Hong Kong | 100% | 6,808 | Investment properties | [Financial Summary](index=157&type=section&id=Financial%20Summary) This section offers a five-year financial overview, summarizing key performance indicators, assets, and liabilities for the group [Five-Year Financial Highlights](index=157&type=section&id=Five-Year%20Financial%20Highlights) This section provides a summary of Billion Group's financial results, assets, and liabilities for the past five fiscal years (2017-2021), including key financial indicators such as revenue, gross profit, profit before tax, profit for the year, earnings per share, non-current assets, current assets, current liabilities, non-current liabilities, and net assets Five-Year Financial Summary | Indicator | 2021 (HK$'000) | 2020 (HK$'000) | 2019 (HK$'000) | 2018 (HK$'000) | 2017 (HK$'000) | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 211,467 | 206,965 | 182,583 | 132,025 | 136,888 | | Cost of Sales | (173,503) | (164,783) | (137,423) | (95,733) | (96,766) | | Gross Profit | 37,964 | 42,182 | 45,160 | 36,292 | 40,122 | | Operating Expenses | (25,593) | (30,858) | (24,661) | (15,522) | (24,383) | | Profit Before Tax | 12,371 | 11,324 | 20,499 | 20,770 | 15,739 | | Income Tax Expense | (3,694) | (3,874) | (5,378) | (3,860) | (4,467) | | Profit for the Year | 8,677 | 7,450 | 15,121 | 16,910 | 11,272 | | Basic and Diluted EPS (cents) | 0.87 | 0.75 | 1.58 | 2.25 | 1.50 | | Non-current Assets | 56,196 | 27,627 | 26,857 | 25,408 | 22,968 | | Current Assets | 165,174 | 177,331 | 162,892 | 66,885 | 64,679 | | Current Liabilities | 41,363 | 31,223 | 26,208 | 20,891 | 27,272 | | Total Assets Less Current Liabilities | 180,007 | 173,735 | 163,541 | 71,402 | 60,375 | | Non-current Liabilities | 1,136 | 3,541 | 771 | 770 | 653 | | Net Assets | 178,871 | 170,194 | 162,770 | 70,632 | 59,722 | | Share Capital | 10,000 | 10,000 | 10,000 | – | – | | Reserves | 168,871 | 160,194 | 152,770 | 70,632 | 59,722 | | Total Equity | 178,871 | 170,194 | 162,770 | 70,632 | 59,722 |