香港交易及結算所有限公司及香港聯合交易所有限公司對本公佈的內容 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 集 團 控 股 有 限 公 司 (cid:18211) （於開曼群島註冊成立之有限公司） （股份代號：8545） 截 至 二 零 二 三 年 六 月 三 十 日 止 三 個 月 之 第 一 季 度 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買賣的證券可能會較於聯 交所主板買賣的證券承受較大的市場波動風險，同時無法保證在GEM買 賣的證券會有高流通量的市場。 本公佈乃遵照聯交所GEM證券上市規則（「GEM上市規則」）而刊載，旨在 提供有關佰悅集團控 ...

Economic Impact - The past year was significantly impacted by the fifth wave of the COVID-19 pandemic, particularly affecting industries in Hong Kong and leading to a downturn in the Chinese economy [18]. - The lockdown in Shanghai for over two months severely affected the local economy, marking a turning point for economic deterioration in China [18]. - Rising global interest rates and rapid price increases contributed to a further decline in the sluggish Chinese economy, impacting consumer purchasing desire [18]. Revenue and Profitability - Revenue increased by approximately 9.0% to approximately HK$235,963,000 for the Year from approximately HK$216,485,000 for the Prior Year [37]. - Revenue from sales of ODM toys increased by approximately 6.6% to approximately HK$114,835,000 (2022: approximately HK$107,749,000) [26]. - Revenue from the distribution of imported toys and related products increased sharply by approximately 36.6% to HK$68,645,000 (2022: approximately HK$50,264,000) [28]. - Gross profit increased by approximately 31.2% to approximately HK$45,736,000 for the Year from approximately HK$34,873,000 for the Prior Year [39]. - The profit margin of the sales of ODM toys declined by approximately 29.7%, from 11.1% for the Prior Year to 7.8% for the Year [27]. - Revenue from sales of own licensed toys and related products dropped by 16.0% to approximately HK$49,099,000 (2022: approximately HK$58,472,000) [29]. - New revenue stream from agency services related to engineering projects contributed approximately HK$3,384,000 for the Year [36]. Costs and Expenses - Cost of sales increased by approximately 4.7% to approximately HK$190,227,000 for the Year from approximately HK$181,612,000 for the Prior Year [38]. - Sales cost increased by approximately 4.7% from HK$181,612,000 last year to approximately HK$190,227,000 this year, consistent with revenue growth [42]. - Other income, net decreased by approximately 83.3% to approximately HK$651,000 from approximately HK$3,898,000 last year, primarily due to foreign exchange losses [45]. - Selling expenses increased by approximately 12.0% from HK$8,200,000 last year to approximately HK$9,187,000 this year, mainly due to increased online marketing expenses [46]. - Administrative expenses rose approximately 3.5% from HK$27,036,000 last year to approximately HK$27,993,000 this year [48]. - Finance costs increased by approximately 116.7% to approximately HK$234,000 from approximately HK$108,000 last year, driven by higher mortgage interest and lease liabilities [49]. - Income tax expenses increased by approximately 13.8% to approximately HK$1,861,000 from approximately HK$1,636,000 last year [57]. Investments and Acquisitions - The Group has no definite future plans for material investments and capital assets, aside from those disclosed in the prospectus dated May 18, 2018 [58]. - The Group holds a 30% investment in a joint venture with Grand View Protective Products Limited, with a total investment of HK$10 million for setting up medical face mask production lines [59][60]. - The Group acquired 30% of DongYiQuan Network Technology Co., Ltd. for HK$10,000,000 and 100% of Forever Profits Development Limited for HK$7,000,000, with profit guarantees in place [65][67]. - The profit guarantee for the first year ending on June 30, 2023, remains unconfirmed, with disclosure expected in the first quarterly report [71]. - The company acquired approximately 45% of M.I.P. International Limited for HK$7,950,000, completed on October 26, 2022 [73]. Financial Position - As of March 31, 2023, the Group's gearing ratio was approximately 0.02 times, indicating a sound financial position [78]. - The total staff cost for the year amounted to approximately HK$17,266,000, an increase from approximately HK$15,884,000 in 2022 [81]. - The Group had no significant contingent liabilities as of March 31, 2023 [89]. - The Group's building, with a carrying value of HK$5,892,000, was mortgaged to secure banking facilities as of March 31, 2023 [80]. Corporate Governance - The company is committed to maintaining high standards of corporate governance, complying with all applicable code provisions of the Corporate Governance Code during the year [155]. - The Board will continuously review and improve corporate governance practices to safeguard shareholder interests and enhance group performance [156]. - The company adopted a code of conduct regarding securities transactions by directors, confirming compliance with the required standards during the year [156]. - The Board has appointed non-executive Directors with appropriate management experience to enhance the collective knowledge and skills of the Board [159]. - Independent Non-executive Directors (INEDs) account for 33% of the Board, ensuring independent judgment on strategic issues [166]. - The Group has adopted a Board diversity policy, considering factors like gender, age, and professional experience to enhance performance quality [159]. - The Board has established mechanisms for Directors to seek external independent advice to enhance decision-making credibility [170]. - The Board has delegated appropriate management and administrative functions to management while retaining clear oversight responsibilities [181]. Management and Leadership - The Chairman and Chief Executive Officer roles are held by Mr. Li, who has been managing the Group since 2004, providing strong leadership [173]. - All directors participated in ongoing professional development as per code provision A.6.5, ensuring they remain updated on significant changes affecting the Group [177]. - The Board held a total of ten meetings during the year, with attendance rates for executive directors ranging from 87.5% to 100% [190]. - The Board has established three committees: Audit Committee, Remuneration Committee, and Nomination Committee, to assist in fulfilling its duties [182]. Audit and Remuneration Committees - The Audit Committee consists of three independent non-executive Directors, including Ms. Chow Chi Ling Janice as Chairlady, Mr. Yu Pui Hang, and Mr. Tung Man [195]. - The Audit Committee held a meeting on June 30, 2023, to review and approve the annual financial results for the year ended March 31, 2023 [197]. - The Audit Committee is required to meet at least four times a year, and the attendance record shows Mr. Yu Pui Hang attended all four meetings [199]. - The Remuneration Committee also consists of three independent non-executive Directors, with Mr. Yu Pui Hang as Chairman [200]. - The Audit Committee's main duties include overseeing the Group's financial reporting system and internal control systems [195].

香港交易及結算所有限公司及香港聯合交易所有限公司對本公佈之內容 概不負責，對其準確性或完整性亦不發表任何聲明，並明確表示，概不對 因本公佈全部或任何部份內容而產生或因倚賴該等內容而引致之任何損 失承擔任何責任。 Amuse Group Holding Limited 佰 集 團 控 股 有 限 公 司 (cid:18211) （於開曼群島註冊成立之有限公司） （股份代號：8545） 全 年 業 績 公 佈 截 至 二 零 二 三 年 三 月 三 十 一 日 止 年 度 香港聯合交易所有限公司（「聯交所」）GEM的特色 GEM乃 為 較 於 聯 交 所 上 市 的 其 他 公 司 帶 有 更 高 投 資 風 險 的 公 司 提 供 上 市 的 市 場。有 意 投 資 者 應 瞭 解 投 資 於 該 等 公 司 的 潛 在 風險，並 應 經 過 審 慎周詳考慮後方作出投資決定。GEM的較高風險及其他特色表示GEM較 適合專業及其他資深投資者。 由於GEM上市公司新興的性質使然，在GEM買賣的證券可能會承受較於 聯交所主板買賣的證券為高的市場波動風險，同時亦無法保證在GEM買 賣的證券會有高流通量的市場。 香港交易 ...

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].