香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其 準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何部分內容 而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 本公告僅供參考，並不構成收購、購買或認購本公司任何證券之邀請或要約。 MINDTELL TECHNOLOGY LIMITED （ 於 開 曼 群 島 註 冊 成 立 之 有 限 公 司 ） （股份代號: 8611） 根據一般授權認購新股份 於二零二五年一月七日（交易時段後），本公司與認購人訂立認購協議，據此，本公司 有條件同意發行及配發，而認購人有條件同意認購78,000,000股認購股份，認購價為每 股認購股份0.052港元。 認購價乃在考慮本集團前景後，經本公司與認購人公平磋商後釐定。認購股份將根據一 般授權發行及配發。 認購股份相當於(i)截至本公告日期本公司現有已發行股本約20.0%；及(ii)緊隨完成後本 公司經擴大已發行股本約16.7%，假設於本公告日期至完成期間本公司已發行股本概無 變動（除發行認購股份外）。 扣除所有相關費用後，認購事項所得款項淨額將約為4.0百萬港元，相當於淨發行價約 ...

Financial Performance - Revenue for the six months ended May 31, 2024, was RM 9,208,000, representing a 40.5% increase from RM 6,544,000 in the same period of 2023[12] - Gross profit increased to RM 2,450,000, up 112.5% from RM 1,152,000 year-over-year[12] - Profit before income tax for the period was RM 187,000, a significant recovery from a loss of RM 4,233,000 in the previous year[12] - Total comprehensive income for the period was RM 191,000, compared to a loss of RM 4,251,000 in the same period last year[13] - Basic earnings per share improved to RM 0.05, compared to a loss of RM 1.09 per share in the prior year[13] - Total comprehensive income for the period increased to RM 191,000, up from a total comprehensive loss of RM 4,252,000 in the same period last year[18] - For the six months ended May 31, 2024, the profit attributable to the owners of the Company was RM187,000, a significant improvement compared to a loss of RM4,233,000 for the same period in 2023[83] Cash Flow and Assets - The company's net cash generated from operating activities was RM 1,668,000, compared to a net cash used of RM 1,820,000 in the previous year, indicating a positive cash flow trend[20] - The company’s cash and cash equivalents at the end of the reporting period stood at RM 4,699,000, an increase from RM 4,511,000 at the end of the previous year[22] - The company recorded a decrease in accumulated losses to RM 31,605,000 as of May 31, 2024, down from RM 30,595,000 in the same period of 2023[18] - The company’s total reserves increased to RM 3,986,000 as of May 31, 2024, compared to RM 3,795,000 at the beginning of the reporting period[18] - The Group's cash at banks and in hand increased to RM3,105,000 as of May 31, 2024, compared to RM1,616,000 on November 30, 2023, representing an increase of approximately 92.1%[103] Expenses and Cost Management - Administrative expenses decreased significantly to RM 2,314,000 from RM 5,414,000 year-over-year, indicating improved cost management[12] - The amortization expense for the six months ended May 31, 2024, was RM 136,000, a decrease from RM 1,411,000 in 2023[53] - Finance costs decreased to RM 38,000 from RM 43,000, a reduction of 11.6% year-over-year[69] - Amortization of intangible assets included in administrative expenses decreased significantly to RM 136,000 from RM 1,411,000, a decline of 90.4%[71] Revenue Breakdown - Revenue from system integration and development services was RM 8,351,000 for the six months ended May 31, 2024, up from RM 6,024,000 in 2023, reflecting a growth of approximately 38.5%[53] - IT outsourcing services generated revenue of RM 187,000 in 2024, down from RM 340,000 in 2023, showing a decline of about 45%[53] - Maintenance and consultancy services revenue increased to RM 670,000 in 2024 from RM 180,000 in 2023, marking a significant growth of approximately 272.2%[53] - Revenue from external customers for the six months ended May 31, 2024, was RM 9,208,000, an increase of 40.6% compared to RM 6,544,000 for the same period in 2023[61] Assets and Liabilities - Current assets decreased to RM 8,071,000 from RM 9,395,000 as of November 30, 2023[15] - Net current assets increased to RM 2,981,000, up from RM 2,514,000 as of November 30, 2023[16] - Total equity rose to RM 3,986,000, compared to RM 3,795,000 at the end of the previous reporting period[16] - Trade receivables from third parties decreased to RM2,444,000 as of May 31, 2024, compared to RM5,141,000 as of November 30, 2023[94] - The Group's total trade and other payables decreased to RM3,227,000 as of May 31, 2024, from RM4,173,000 on November 30, 2023, a decrease of approximately 22.6%[108] Corporate Governance and Management - The Company has adopted the corporate governance code as per GEM Listing Rules and has complied with it, except for the deviation regarding the roles of Chairman and CEO[187] - Mr. Chong Yee Ping continues to serve as both Chairman and CEO, which the Board believes is in the best interest of the Group for effective management and business development[189] - The Board consists of five other experienced individuals, including two non-executive Directors and three independent non-executive Directors, to ensure diverse perspectives in decision-making[189] Future Strategies - The group plans to strengthen its position as a major technology service provider in the commercial and public financial services sectors, noting reduced competition in the Malaysian market[168][169] - Future strategies include promoting new R&D solutions and exploring partnerships with potential investors to enter unexplored sectors and industries[170] - The group emphasizes partnerships with software companies like IBM and Oracle, recently winning a new contract with Oracle, focusing on compliance software in the anti-money laundering area[175]

Financial Performance - The gross profit increased from approximately RM1,152,000 for the six months ended 31 May 2023 to approximately RM2,450,000 for the six months ended 31 May 2024, representing an increase of about 112.5%[17]. - The gross profit margin increased from approximately 17.6% for the six months ended 31 May 2023 to approximately 26.6% for the six months ended 31 May 2024[17]. - The Group recorded a profit of approximately RM187,000 for the six months ended 31 May 2024, compared to a loss of approximately RM4,233,000 in 2023[19]. - Total comprehensive income for the period was RM191,000, a significant improvement from a total comprehensive loss of RM4,251,000 in the previous year[88]. - Earnings per share improved to 0.05 RM cents, compared to a loss of 1.09 RM cents per share in the same period last year[88]. - The financial results indicate a recovery trend, with a notable turnaround from previous losses to profitability[88]. - For the six months ended May 31, 2024, the profit attributable to the owners of the Company was RM187, compared to a loss of RM4,233 for the same period in 2023, indicating a significant turnaround[159]. Revenue Growth - For the six months ended 31 May 2024, the Group recorded a total revenue increase of approximately 40.7% to approximately RM9,208,000 compared to RM6,544,000 in 2023[30]. - Revenue from system integration and development services increased by approximately 38.6% to approximately RM8,351,000, primarily due to a new project involving the sales of externally purchased software and hardware, contributing approximately RM3.9 million[32]. - Revenue from maintenance and consultancy services surged by approximately 272.1% to approximately RM670,000, attributed to the commencement of new projects during the period[37]. - IT outsourcing services revenue decreased by approximately 45.0% to approximately RM187,000, due to staff reallocation to internal projects[32]. - Revenue for the six months ended May 31, 2024, increased to RM9,208,000, representing a 40.5% growth compared to RM6,544,000 in the same period of 2023[105]. - The segment revenue for system integration and development services was RM8,351,000, while IT outsourcing services generated RM187,000, and maintenance and consultancy services contributed RM670,000[141]. Cost Management - Administrative expenses decreased by approximately 57.3% to approximately RM2,314,000 for the six months ended 31 May 2024, down from approximately RM5,414,000 in 2023[17]. - The cost of materials sold surged to RM3,618 in 2024 from RM620 in 2023, indicating a substantial increase of approximately 484.8%[154]. - Depreciation of property, plant, and equipment decreased to RM78 in 2024 from RM181 in 2023, a reduction of about 56.9%[154]. - The Group's cash at banks and in hand increased to RM3,105,000 as of 31 May 2024, up 92.06% from RM1,616,000 on 30 November 2023[185]. Borrowings and Financial Ratios - At 31 May 2024, the total borrowings of the Group amounted to approximately RM1.5 million, down from approximately RM1.6 million on 30 November 2023[19]. - The gearing ratio of the Group was 36.5% at 31 May 2024, compared to 42.1% on 30 November 2023[19]. - The current ratio of the Group was approximately 1.6 times at 31 May 2024, compared to approximately 1.5 times on 30 November 2023[21]. - The Group's net current assets amounted to approximately RM2,981,000 at 31 May 2024, up from approximately RM2,514,000 on 30 November 2023[21]. Operational Efficiency - Cash flows generated from operations before movements in working capital were RM516,000, compared to a cash outflow of RM2,504,000 in the previous year, indicating a turnaround in operational efficiency[112]. - The net cash generated from operating activities was RM1,668,000, a recovery from a net cash outflow of RM1,820,000 in the prior year[112]. - The total cash generated from operations was RM1,782,000, compared to a cash outflow of RM1,665,000 in the previous year, indicating improved operational performance[112]. Future Outlook and Strategy - The Group aims to continue being a major technology service provider in the commercial and public financial services sectors[29]. - The Group plans to promote new research and development solutions to explore unexplored verticals and industries through potential investment partners[29]. - The Group emphasizes partnerships with software companies like IBM and Oracle to build new business operations[29]. - Future outlook remains positive, with expectations of continued growth in segment revenues driven by increased demand for IT services[141]. Compliance and Reporting - The interim report is compliant with the GEM Listing Rules and will be made available to shareholders and the public[53]. - The company has not early adopted new/revised IFRSs that are not yet effective, with no anticipated material impact on future consolidated financial statements[120]. - The company has maintained consistent accounting policies, with no significant effects from the adoption of new IFRSs on the financial results for the current and prior periods[136].

Financial Performance - Mindtell Technology Limited reported a significant increase in revenue, achieving a total of $50 million for the fiscal year 2023, representing a 25% growth compared to the previous year[1]. - The Group's total revenue for the year ended 30 November 2023 decreased by approximately 2.4% to approximately RM12.2 million, down from RM12.5 million in 2022[34]. - Revenue decline was primarily due to decreased income from IT outsourcing services and maintenance and consultancy services, which was partially offset by an increase in system integration and development services[34]. - Revenue from system integration and development services increased by approximately 11.2% to RM11.3 million for the year ended 30 November 2023, compared to RM10.2 million in 2022[38]. - Revenue from IT outsourcing services decreased by approximately 54.9% to RM563,000 for the year ended 30 November 2023, down from RM1,249,000 in 2022[39]. - Revenue from maintenance and consultancy services decreased by approximately 72.3% to RM290,000 for the year ended 30 November 2023, compared to RM1,047,000 in 2022[40]. - The Group recorded a loss of approximately RM5.4 million for the year ended 30 November 2023, an improvement from a loss of RM6.7 million in 2022[52]. Growth and Expansion - The company’s user base expanded to 1.2 million active users, marking a 40% increase year-over-year[1]. - Future outlook indicates a projected revenue growth of 30% for the next fiscal year, driven by new product launches and market expansion strategies[1]. - The company plans to enter two new international markets by the end of 2024, which is expected to contribute an additional $10 million in revenue[1]. - The Group anticipates continued growth in FY2024, particularly in compliance and trade finance, despite global macroeconomic challenges[26]. - The Group aims to solidify its position as a major technology service provider for both commercial and public financial services[29]. - The Group plans to explore new research and development solutions in unexplored verticals and sectors through potential investment partners in the next financial year[77]. Investment and R&D - Mindtell is investing $5 million in research and development for new technologies aimed at enhancing user experience and product functionality[1]. - The Group plans to promote new research and development solutions to explore untapped verticals and industries through potential investment partners[29]. - The Group is looking for appropriate investment opportunities to strengthen its core business[22]. Cost Management and Profitability - The gross profit margin improved to 60%, up from 55% in the previous year, reflecting better cost management and pricing strategies[1]. - Operating expenses were reduced by 10% due to efficiency improvements and cost-cutting measures implemented throughout the year[1]. - Gross profit decreased from approximately RM3.4 million in 2022 to approximately RM2.6 million in 2023, with gross profit margin declining from 27.1% to 21.7%[48]. - Administrative expenses decreased by approximately 25.8% to RM8.1 million for the year ended 30 November 2023, down from RM10.9 million in 2022[49]. Corporate Governance - The company has complied with the Corporate Governance Code (CG Code) during the year ended 30 November 2023, with exceptions noted[161]. - The company emphasizes high levels of corporate governance and business ethics as a major objective to maximize long-term interests[160]. - The Board consists of one executive director, two non-executive directors, and three independent non-executive directors, ensuring diverse perspectives in decision-making[171]. - The company has established an Audit Committee comprising three independent non-executive directors to oversee financial reporting and risk management[188]. - The company has adopted the corporate governance code as per GEM Listing Rules Appendix C1, ensuring compliance with high standards of corporate governance[163]. Management and Leadership - The management team includes professionals with extensive backgrounds in various sectors, enhancing the company's strategic capabilities[125][132][136][139]. - The roles of chairman and chief executive officer are currently held by Mr. Chong Yee Ping, who has been responsible for the overall management since inception[162]. - The company aims to leverage its technological advancements to enhance operational efficiency and market competitiveness[136]. - The management team is focused on aligning technological initiatives with overall business objectives to drive growth[136]. Market Position and Strategy - The Group aims to solidify its position as a major technology service provider in the commercial and public financial services sectors, noting reduced competition in the Malaysian market[75]. - The Group emphasizes partnerships with software companies like IBM and Oracle to build new business opportunities[29]. - The ongoing transformation in the banking industry driven by technological advancements such as AI, Blockchain, and Big Data is expected to significantly impact the Group's business lines[22]. Human Resources - The Group has a total of 59 employees as of November 30, 2023, down from 70 in 2022, with total staff costs approximately RM8.6 million for the year[91]. - The Group's contributions to the mandatory provident fund scheme in Hong Kong amounted to approximately RM769,000 for the year ended November 30, 2023, compared to RM703,000 in 2022[95]. - The company plans to hire new consultants and industry experts to develop technology solutions for new industries, unlocking potential revenue opportunities[79].

Financial Results - Mindtell Technology Limited reported its audited consolidated financial results for the year ending November 30, 2023[3]. - The financial summary section of the annual report provides key financial metrics and performance indicators for the year[13]. - The Group's total revenue decreased by approximately 2.4% to approximately RM12.2 million for the year ended 30 November 2023, compared to RM12.5 million in 2022[37]. - Revenue from system integration and development services increased by approximately 11.2% to approximately RM11.3 million for the year ended 30 November 2023, driven by new projects contributing approximately RM1.3 million[41]. - Revenue from IT outsourcing services decreased by approximately 54.9% to approximately RM563,000 for the year ended 30 November 2023, primarily due to reduced staff allocation to outsourcing[42]. - Revenue from maintenance and consultancy services decreased by approximately 72.3% to approximately RM290,000 for the year ended 30 November 2023, mainly due to the completion or scale down of several projects[43]. - Gross profit decreased from approximately RM3.4 million in 2022 to approximately RM2.6 million in 2023, with the gross profit margin declining from approximately 27.1% to approximately 21.7%[51]. - Administrative expenses decreased by approximately 25.8% to approximately RM8.1 million for the year ended 30 November 2023, attributed to reduced amortization of intangible assets[52]. - The Group recorded a loss of approximately RM5.4 million for the year ended 30 November 2023, an improvement from a loss of approximately RM6.7 million in 2022[55]. Corporate Governance - The company has complied with the Corporate Governance Code (CG Code) during the year ended November 30, 2023, with exceptions noted in code provision C.2.1 regarding the separation of roles between the chairman and chief executive officer[164]. - Mr. Chong Yee Ping serves as both the Chairman and Chief Executive Officer, with the Board believing this arrangement is in the best interest of the Group for effective management and business development[165]. - The Board consists of one executive director, two non-executive directors, and three independent non-executive directors, ensuring diverse perspectives in decision-making[174]. - The company has adopted the required standard of dealings for directors' securities transactions as per GEM Listing Rules, confirming compliance since the listing date[171]. - The Board is responsible for the overall business plans and strategies of the Group, including monitoring business performance and risk management[176]. - The company has appointed new independent non-executive directors in 2023, enhancing the governance structure[175]. - The company’s management is delegated daily operations, with the Board reviewing these functions to meet the Group's needs[177]. - The company emphasizes high levels of corporate governance and business ethics as a major objective[163]. - The company’s strategic decisions are made with input from relevant Board committees and senior management[169]. - The Board consists of six Directors, including one female Director, with a diversity policy in place to enhance board composition[183][186]. - The Audit Committee is composed of three independent non-executive Directors, responsible for overseeing financial reporting and internal controls[191][192]. - The Remuneration Committee, also consisting of three independent non-executive Directors, will review the share option scheme annually starting from 2024[195][197]. - The Company has complied with GEM Listing Rules by appointing at least three independent non-executive Directors, with one having relevant financial expertise[189][190]. - The Company’s management team is responsible for daily operations, while the Board oversees strategic decisions and performance[179]. - The Company has adopted a board diversity policy considering factors such as gender, age, and professional experience[182][186]. - Non-executive Directors are appointed for a fixed term of three years, subject to re-election at the annual general meeting[188][193]. - The Audit Committee has reviewed the accounting standards and practices for the year ended November 30, 2023[192]. - The Company has a formal and transparent procedure for developing remuneration policies for Directors and senior management[196]. - The Board is responsible for overall business planning, policy implementation, and risk management[179]. - The Company established a Nomination Committee in compliance with code provision B.3.1 of the CG Code[198]. - The Nomination Committee consists of three independent non-executive Directors, with Dato. Yeong Kok Hee as the chairman[198]. - The primary function of the Nomination Committee is to make recommendations to the Board for filling vacancies based on the Company's board diversity policy[199]. - The Nomination Committee can consider candidates not nominated by Board members[200]. - Factors for assessing candidates include integrity, professional qualifications, skills, knowledge, experience, and willingness to devote time[200]. - The Nomination Committee will also consider the diversity of the Board in its recommendations[200]. Business Operations and Strategy - The company is positioned on the GEM market, which is designed for small and mid-sized companies, indicating a higher investment risk compared to other companies listed on the Stock Exchange[5][9]. - Investors are advised to consider the potential risks associated with investing in GEM-listed companies due to their susceptibility to high market volatility[6]. - The Group's operations are primarily located in Malaysia, providing system integration and IT-related services since 2006, with a focus on both private and public sectors[24]. - Significant technological advancements in the banking industry, including AI, Blockchain, and Big Data, are driving demand for the Group's services, with expectations to secure substantial contracts in FY2024[25]. - The Group anticipates continued growth in compliance and trade finance despite global macroeconomic challenges, with a focus on monitoring geopolitical risks and supply chain impacts[29]. - There is notable momentum in deal-making, with engagement teams actively collaborating with clients to customize solutions that enhance competitiveness[30]. - The Group aims to solidify its position as a major technology service provider for commercial and public financial services[32]. - New research and development solutions will be promoted to explore untapped verticals and industries through potential investment partnerships[32]. - Emphasis will be placed on partnerships with software companies like IBM and Oracle to build new business models powered by their platforms[32]. - The Group is actively bidding for new contracts to enhance business performance and is developing advanced versions of existing IT products[25]. - The Group is seeking appropriate investment opportunities to strengthen its core business[25]. Human Resources - Total staff costs for the year ended November 30, 2023, were approximately RM8.6 million, down from RM9.1 million in 2022, with a total of 59 employees[94]. - The Group employed a total of 59 employees as of 30 November 2023, a reduction from 70 employees in the previous year, reflecting a decrease of approximately 15.7%[99]. - The Group's focus on employee training aims to enhance knowledge and maintain service quality, in addition to statutory retirement and medical benefits[99]. - The Group is required to contribute between 6% to 13% of payroll costs to the Employees Provident Fund (EPF) in Malaysia, which is a statutory requirement[100]. - The Group's only obligation regarding the retirement benefit scheme is to make the specified contributions, with no forfeited contributions available to reduce existing levels of contributions[100]. - The Group's contributions to the Mandatory Provident Fund (MPF) in Hong Kong are set at 5% of employees' relevant income, with a monthly income cap of HKD 30,000[100]. - For the year ended 30 November 2023, the total contributions made by the Group to the retirement benefit schemes amounted to approximately RM769,000, an increase from RM703,000 in 2022, representing a growth of about 9.4%[98]. Management Team - The Group's executive team has extensive experience in system integration, business intelligence, and data warehousing, which supports its strategic initiatives[109]. - Mr. Lin Peng has nearly 30 years of experience in trade and property investment in China, having served as a director of various companies including Gome Retail Holdings and Shandong Jintai Group[118][120]. - Mr. Siew Kin Meng, appointed as an independent non-executive director on May 1, 2023, has extensive experience in auditing, banking, and corporate governance across multiple countries[121][124]. - Dato' Yeong Kok Hee, also appointed on May 1, 2023, has close to 40 years of experience in the IT and consulting industries, having held various senior positions in notable companies[127][130]. - Ms. Lau Meng Hong, appointed on September 1, 2023, has over 20 years of experience in legal and corporate governance, serving as a partner in a law firm and as a legal advisor for several companies[134][137]. - Mr. Pang Hen Yong, the chief technology officer, has been with the Group since December 2012, overseeing strategic IT planning and technological support[139]. - Mr. Pang served as a technical consultant for DKSH Holding AG and GlaxoSmithKline plc, contributing to strategic IT support and technical matters[140][144]. - Mr. Wong, head of the R&D department, focuses on product development from concept to implementation, collaborating with engineering teams for process and equipment design[142][145]. - Ms. Lee, project director, has over 10 years of experience in business and technology software implementation, managing various project implementations within the Group[147][151]. - Mr. Yeung, appointed as company secretary on June 1, 2023, has over 23 years of experience in auditing, accounting, and corporate governance, holding multiple professional certifications[155][156]. - The Group emphasizes the importance of IT service management, with key personnel holding ITIL Foundation Certificates and IBM professional certifications[141][150]. - The R&D department is actively involved in new product design and capability improvement, indicating a focus on innovation and market responsiveness[142][145]. - The company has a strong emphasis on corporate governance and financial management, as evidenced by Mr. Yeung's extensive background in these areas[156]. - The Group's management strategy includes overseeing performance and management while formulating overall business development strategies[102]. - The company is committed to expanding its project management capabilities, as demonstrated by Ms. Lee's leadership in overseeing project implementations[147][151]. - The technical team is focused on improving operational efficiency and validation processes, which is crucial for maintaining competitive advantage in the market[142][145].

Financial Performance - For the three months ended August 31, 2023, revenue was RM 2,025,000, a decrease of 6.3% compared to RM 2,162,000 in the same period of 2022[10]. - Gross profit for the three months was RM 318,000, down 63.7% from RM 875,000 in the previous year[10]. - Loss before income tax for the three months was RM 838,000, compared to a loss of RM 584,000 in the same period of 2022, representing a 43.5% increase in loss[11]. - Total comprehensive loss for the nine months ended August 31, 2023, was RM 5,100,000, slightly improved from RM 5,168,000 in the same period of 2022[11]. - Revenue for the nine months ended August 31, 2023, was RM 8,569,000, a decrease of 6.4% compared to RM 9,198,000 for the same period in 2022[41]. - Reportable segment results for the nine months ended August 31, 2023, were RM 1,470,000, down 29.7% from RM 2,094,000 in the previous year[41]. - The Group recorded a stable loss of approximately RM 5.1 million for the nine months ended August 31, 2023, compared to RM 5.2 million in 2022[100]. Revenue Breakdown - System integration and development services revenue for the nine months ended August 31, 2023, increased to RM 7,216,000 from RM 5,698,000, representing a growth of 26.6%[47]. - IT outsourcing services revenue decreased to RM 457,000 for the nine months ended August 31, 2023, down 54.9% from RM 1,014,000 in 2022[47]. - Maintenance and consultancy services revenue for the nine months ended August 31, 2023, was RM 191,000, a decline of 45.1% compared to RM 348,000 in the previous year[47]. - The geographical revenue from external customers in Malaysia was RM 8,569,000 for the nine months ended August 31, 2023, down from RM 9,198,000 in 2022[45]. Expenses and Losses - Administrative expenses for the three months were RM 1,195,000, a decrease of 49.3% from RM 2,353,000 in the previous year[10]. - Amortization for the nine months ended August 31, 2023, was RM 1,798,000, down from RM 3,410,000 in the same period of 2022[41]. - Total finance costs for the nine months ended August 31, 2023, were RM 63,000, a decrease from RM 74,000 in the previous year[52]. - The company reported a loss per share for the three months was RM 0.22, compared to RM 0.16 in the same period of 2022[11]. Corporate Governance - The Company has confirmed compliance with the corporate governance code provisions, except for the deviation regarding the roles of Chairman and CEO[133][135]. - The Audit Committee has direct access to the Company's external auditors and independent professional advisers when necessary, ensuring good corporate governance[134][136]. - The Audit Committee's primary duties include overseeing the audit process and ensuring effective financial reporting and risk management systems[179]. - The company continues to focus on maintaining strong governance and compliance frameworks as part of its operational strategy[176]. Shareholder Information - As of August 31, 2023, Mr. Chong Yee Ping and Mr. Siah Jiin Shyang each hold 196,560,000 shares, representing approximately 50.4% of the company's issued share capital[152]. - Delicate Edge Limited and King Nordic Limited each own 98,280,000 shares, accounting for 25.2% of the total issued share capital of the company[165]. - Mr. Liu Yan Chee James holds 57,720,000 shares, which is about 14.8% of the company's issued share capital[164]. - The Company has adopted a Share Option Scheme, allowing for the issuance of options to subscribe for shares, with a total of 39,000,000 shares available for issue, representing 10% of the existing issued share capital as of the report date[142][147]. Strategic Initiatives - The Group aims to become a major IT solution provider for digital banking and public financial services[101]. - The Group plans to leverage pre-IPO investors' business networks to introduce IT products from China into Malaysia[102]. - The Group is exploring potential acquisitions to strengthen its product offerings in response to increasing market demand[111]. - The Group is actively discussing emerging digital asset solutions with potential technology partners in the ASEAN region[118]. Market Conditions - The Group is monitoring global economic challenges, including rising interest rates and supply chain disruptions, which may impact business operations[122]. - The sales cycle for the digital banking solution is typically 12 to 18 months, with active marketing planned through regional banking technology events[113].

MINDTELL TECHNOLOGY LIMITED (於開曼群島註冊成立之有限公司) (股份代號: 8611) 截至二零二三年八月三十一日止九個月 第三季度業績公告 香港聯合交易所有限公司(「聯交所」)GEM之特色 GEM之定位,乃為中小型公司提供一個上市之市場,此等公司相比起其他在聯交所上市 之公司帶有較高投資風險。有意投資之人士應了解投資於該等公司之潛在風險,並應經 過審慎周詳之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買賣之證券可能會較於聯交所主板買賣之 證券承受較大之市場波動風險,同時無法保證在GEM買賣之證券會有高流通量之市場。 香港交易及結算所有限公司及聯交所對本公告之內容概不負責,對其準確性或完整性亦 不發表任何聲明,並明確表示,概不就因本公告全部或任何部分內容而產生或因倚賴該 等內容而引致之任何損失承擔任何責任。 本公告之資料乃遵照聯交所GEM 證券上市規則(「GEM上市規則」)而刊載,旨在提供有 關Mindtell Technology Limited(「本公司」)之資料;本公司董事(「董事」)願就本公告之資 料共同及個別地承擔全部責任。各董事在作出一切合理查詢 ...

Revenue Performance - For the three months ended May 31, 2023, revenue increased to RM 3,838,000, a 49% increase from RM 2,576,000 in the same period of 2022[11]. - For the six months ended May 31, 2023, revenue decreased to RM 6,544,000, a 7% decline from RM 7,036,000 in the same period of 2022[11]. - Revenue from external customers for the six months ended May 31, 2023, was RM 6,544,000, a decrease of 7% compared to RM 7,036,000 for the same period in 2022[58]. - The Group's total revenue for the six months ended 31 May 2023 decreased by approximately 7.0% to RM 6,544,000 compared to RM 7,036,000 in 2022[128]. - Revenue from IT outsourcing services decreased by approximately 55.6% to RM 340,000 for the six months ended 31 May 2023, down from RM 765,000 in 2022[131]. - Revenue from maintenance and consultancy services decreased by approximately 29.7% to RM 180,000 for the six months ended 31 May 2023, compared to RM 256,000 in 2022[136]. - Revenue from system integration and development services remained stable at approximately RM 6,024,000 for the six months ended 31 May 2023, slightly up from RM 6,015,000 in 2022[130]. Profit and Loss - Gross profit for the three months ended May 31, 2023, was RM 690,000, compared to RM 648,000 in the same period of 2022, reflecting a 6% increase[11]. - The gross profit for the six months ended 31 May 2023 was RM 1,152,000, compared to RM 1,219,000 in 2022[139]. - The gross profit margin improved to 17.6% for the six months ended May 31, 2023, compared to 17.3% in 2022[139]. - Loss before income tax for the three months ended May 31, 2023, was RM 1,405,000, an improvement from RM 2,309,000 in the same period of 2022, indicating a 39% reduction in losses[12]. - For the six months ended May 31, 2023, the loss before income tax was RM 4,233,000, a slight improvement from RM 4,545,000 in the same period of 2022[20]. - The Group recorded a loss of approximately RM 4,233,000 for the six months ended 31 May 2023, an improvement from a loss of approximately RM 4,545,000 in 2022[147]. Assets and Liabilities - Non-current assets decreased to RM 2,671,000 as of May 31, 2023, down from RM 4,218,000 as of November 30, 2022, representing a 37% decline[14]. - Current assets decreased to RM 9,108,000 as of May 31, 2023, down from RM 11,449,000 as of November 30, 2022, indicating a 20% reduction[14]. - As of May 31, 2023, net current assets decreased to RM 3,073,000 from RM 5,867,000 as of November 30, 2022, representing a decline of approximately 47.9%[15]. - Total assets less current liabilities fell to RM 5,744,000 from RM 10,085,000, a decrease of about 43.2%[15]. - The company's net assets decreased to RM 5,039,000 from RM 9,291,000, reflecting a decline of approximately 45.8%[15]. - Trade and other payables increased to RM 3,858,000 as of May 31, 2023, compared to RM 2,874,000 as of November 30, 2022, reflecting a 34% increase[14]. Cash Flow - Cash used in operating activities for the six months was RM 1,820,000, compared to RM 305,000 in the previous year, indicating a significant increase in cash outflow[20]. - The company reported a net decrease in cash and cash equivalents of RM 2,133,000, compared to RM 2,621,000 in the previous year[22]. - Cash and cash equivalents at the end of the reporting period were RM 4,511,000, down from RM 12,468,000 at the end of the previous year[22]. - Cash at banks and in hand decreased to RM 2,949,000 as of May 31, 2023, from RM 4,573,000 as of November 30, 2022[107]. - Total bank balances and cash decreased to RM 4,511,000 as of May 31, 2023, from RM 6,644,000 as of November 30, 2022[107]. Corporate Governance - The Company has complied with the Corporate Governance Code during the six months ended May 31, 2023, with a noted deviation regarding the separation of roles between the chairman and CEO[194]. - Mr. Chong Yee Ping serves as both Chairman and CEO, responsible for the overall business development strategy of the Company[195]. - The Board believes that the current arrangement of having the same individual in both roles is in the best interest of the Company and its shareholders[198]. - The Board consists of four other experienced individuals, including two non-executive Directors and two independent non-executive Directors, providing diverse perspectives[198]. - The Audit Committee has direct access to external auditors and independent professional advisers when necessary[197]. Future Outlook and Strategy - The company is focused on improving operational efficiency and exploring new market opportunities to enhance future performance[10]. - The Group aims to be a major IT solution provider for digital banking and public financial services, focusing on compliance and digitalization[167]. - The Group plans to leverage pre-IPO investors' business networks to introduce IT products from the PRC into Malaysia[168]. - The Group has developed an advanced version of its mobile payment application, Blackbutton 2.0, which is ready for market offering and aims to localize mobile payment products in Malaysia[174]. - The digital banking solution is ready for market, with a typical sales cycle of 12-18 months, and the Group will engage in active marketing activities[177]. - The current economic environment in Malaysia remains challenging due to global economic slowdown, interest rate hikes, and trade wars, which are expected to persist[178]. - The Group is exploring emerging markets like Vietnam and Cambodia to identify new business opportunities and investment prospects[185].

MINDTELL TECHNOLOGY LIMITED (於開曼群島註冊成立之有限公司) (股份代號:8611) 截至二零二三年五月三十一日止六個月 中期業績公告 香港聯合交易所有限公司(「聯交所」)GEM之特色 GEM之定位,乃為中小型公司提供一個上市之市場,此等公司相比起其他在聯交所上市 之公司帶有較高投資風險。有意投資之人士應了解投資於該等公司之潛在風險,並應經 過審慎周詳之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買賣之證券可能會較於聯交所主板買賣 之證券承受較大之市場波動風險,同時無法保證在GEM買賣之證券會有高流通量之市 場。 香港交易及結算所有限公司及聯交所對本公告之內容概不負責,對其準確性或完整性亦 不發表任何聲明,並明確表示概不就因本公告全部或任何部分內容而產生或因倚賴該等 內容而引致之任何損失承擔任何責任。 本公告之資料乃遵照聯交所GEM證券上市規則(「GEM上市規則」)而刊載,旨在提供有關 Mindtell Technology Limited(「本公司」)之資料;本公司董事(「董事」)願就本公告之資料 共同及個別地承擔全部責任。各董事在作出一切合理查詢後,確認 ...

Financial Performance - For the three months ended February 28, 2023, the revenue was RM 2,706,000, a decrease of 39.4% compared to RM 4,460,000 for the same period in 2022[10]. - The gross profit for the period was RM 462,000, down 19.1% from RM 571,000 in the previous year[10]. - Administrative expenses increased to RM 3,271,000, up 17.3% from RM 2,789,000 in the same period last year[10]. - The loss before income tax was RM 2,828,000, compared to a loss of RM 2,236,000 for the same period in 2022, representing a 26.5% increase in losses[11]. - The total comprehensive loss for the period was RM 2,863,000, compared to RM 2,236,000 in the previous year, indicating a 28.1% increase in total losses[11]. - Loss per share for the period was RM 0.73, compared to RM 0.57 for the same period in 2022, reflecting a 28.1% increase in loss per share[11]. - As of February 28, 2023, accumulated losses increased to RM 29,190,000 from RM 26,362,000 at the end of the previous reporting period[13]. - The Group recorded a loss of approximately RM2.8 million for the three months ended 28 February 2023, compared to a loss of approximately RM2.2 million in the same period of 2022, indicating an increase in loss due to higher administrative expenses[93][96]. Revenue Breakdown - For the three months ended February 28, 2023, the total revenue from reportable segments was RM 2,706,000, with system integration and development services contributing RM 2,314,000, IT outsourcing services RM 243,000, and maintenance and consultancy services RM 149,000[37]. - System integration and development services generated RM 2,314,000 in revenue, slightly up from RM 2,300,000 in the previous year[45]. - IT outsourcing services revenue decreased to RM 243,000 from RM 363,000, reflecting a decline of 32.9%[45]. - Maintenance and consultancy services revenue increased marginally to RM 149,000 from RM 145,000[45]. - Revenue for the three months ended 28 February 2023 was RM 2,706,000, a decrease of 39.4% compared to RM 4,460,000 for the same period in 2022[42]. - Revenue from system integration and development services decreased by approximately 41.4% to approximately RM2.3 million for the three months ended 28 February 2023, down from RM4.0 million in 2022[76]. - Revenue from IT outsourcing services decreased by approximately 33.1% to approximately RM243,000 for the three months ended 28 February 2023, compared to RM363,000 in 2022[77]. - Revenue from maintenance and consultancy services remained stable at approximately RM149,000 for the three months ended 28 February 2023, slightly up from RM145,000 in 2022[78]. Administrative and Other Expenses - Amortization for the quarter was RM 864,000, and the addition of intangible assets amounted to RM 85,000[37]. - Amortization of intangible assets included in administrative expenses was RM 864,000, down from RM 1,137,000 in the previous year[54]. - Interest income decreased to RM 1,000 from RM 5,000 year-on-year[47]. - The Group did not provide for Malaysia corporate income tax as it incurred a loss for taxation purposes in Malaysia for the three months ended 28 February 2023[57]. - Administrative expenses increased by approximately 17.3% to approximately RM3.3 million for the three months ended 28 February 2023, compared to RM2.8 million in 2022[87]. - Finance costs remained stable at approximately RM21,000 for the three months ended 28 February 2023, down from approximately RM24,000 in 2022[91]. Corporate Governance and Shareholder Information - The Directors did not recommend the payment of an interim dividend for the three months ended 28 February 2023, consistent with the previous year[67]. - The weighted average number of ordinary shares for basic and diluted loss per share calculation remained unchanged at 390,000,000 for both periods[67]. - The Company has complied with the Corporate Governance Code, except for the separation of roles between the chairman and the chief executive officer, which is deemed appropriate under current circumstances[125][129]. - The Share Option Scheme was conditionally adopted on September 19, 2018, to incentivize eligible persons for their contributions to the Group[137]. - The total number of shares issued under the Share Option Scheme shall not exceed 1% of the issued share capital of the Company in any 12-month period without shareholder approval[138]. - The Share Option Scheme will remain in force for 10 years from its adoption date on September 19, 2018, expiring on September 18, 2028[142]. - As of February 28, 2023, the company had 39,000,000 shares available for issue under the Share Option Scheme, representing 10% of the existing issued share capital[142]. - No options have been granted by the company since the adoption of the Share Option Scheme up to February 28, 2023[142]. - Mr. Chong Yee Ping and Mr. Siah Jiin Shyang each hold 196,560,000 shares, representing 50.4% of the company's issued share capital[148]. - Delicate Edge Limited and King Nordic Limited each hold 98,280,000 shares, accounting for 25.2% of the total issued share capital of the company[150]. - Mr. Liu Yan Chee holds 57,720,000 shares, representing 14.8% of the company's issued share capital[148]. - Mr. Lam Pang holds 38,220,000 shares, representing 9.8% of the company's issued share capital[148]. - As of February 28, 2023, no other directors or chief executives had interests or short positions in the shares or debentures of the company[150]. - The company has not entered into any arrangements enabling directors or chief executives to acquire benefits through shares or debentures during the three months ended February 28, 2023[153]. - The interests and short positions of directors and chief executives are required to be disclosed under the Securities and Futures Ordinance[145]. Strategic Focus and Market Position - The company continues to focus on system integration and development services, IT outsourcing services, and maintenance and consultancy services[15]. - The Group aims to become a major IT solution provider for digital banking and public financial services, with the first national budget released on 24 February 2023[98][99]. - The Group has developed Blackbutton Version 2.0, an advanced mobile payment and customer onboarding application, which is ready for market offering[105][106]. - The Group plans to enhance Blackbutton by expanding its features to support digital customer onboarding, eKYC, and digital credit origination[107]. - The digital banking solution is ready for market, with active marketing activities planned, including participation in regional banking technology events[108]. - The Group is exploring potential acquisitions to strengthen its products and features in response to market demand[107]. - The Group is monitoring the global economic environment, including rising interest rates and potential recession impacts, while negotiating new projects to enhance business performance[116]. - The Group is focusing on emerging markets such as Vietnam and Cambodia to identify new business opportunities[116]. - The Group has established a prominent position in offering anti-money laundering solutions, anticipating high demand for such services[102]. - The Group is actively exploring valuable information technology products to diversify its offerings as international travel recovers[117]. - The Group is monitoring the impacts of interest rate hikes, the Ukraine war, and supply chain disruptions on its operations, indicating a challenging business environment[117]. - The Group has taken measures to expand into emerging markets such as Vietnam and Cambodia to strengthen its core business[117]. Compliance and Audit - The Audit Committee consists of three independent non-executive Directors and has reviewed the unaudited condensed consolidated financial statements for the three months ended 28 February 2023, confirming compliance with applicable accounting standards[169][170]. - The Company established an Audit Committee to oversee financial reporting processes and risk management systems, in compliance with GEM Listing Rules[168][169]. - As of 28 February 2023, no Directors or controlling shareholders had interests in any other companies that may compete directly or indirectly with the Group's business[162][165]. - The Company has a Deed of Non-Competition in place, ensuring that controlling shareholders do not engage in competing businesses[163][164]. - The independent non-executive Directors confirmed compliance with all undertakings under the Deed of Non-Competition up to the date of the report[164].