香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示，概不就因本公告全部或任 何部分內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 ORIENTAL PAYMENT GROUP HOLDINGS LIMITED 東 方 支 付 集 團 控 股 有 限 公 司 （於開曼群島註冊成立之有限公司） （股份代號：8613） 截至2023年3月31日止年度 全年業績公告 東方支付集團控股有限公司（「本公司」，連同其附屬公司統稱「本集團」）董事（「董 事」）會（「董事會」）謹此宣佈本集團截至2023年3月31日止年度的經審核全年業績 （「全年業績」）。本公告載有本公司截至2023年3月31日止年度的年度報告全文，符 合香港聯合交易所有限公司GEM證券上市規則（「GEM上市規則」）有關隨附全年 業績初步公告的資料的相關規定。 承董事會命 東方支付集團控股有限公司 執行董事 曾志傑先生 香港，2023年6月21日 ...

Financial Performance - The company reported revenue of HKD 4,632,000 for the nine months ended December 31, 2022, representing a 70.5% increase from HKD 2,717,000 in the same period of 2021[4] - The cost of services provided increased to HKD 4,115,000, up from HKD 1,656,000, resulting in a gross profit of HKD 517,000, down from HKD 1,061,000[4] - The company incurred a loss before tax of HKD 25,914,000 for the nine months ended December 31, 2022, compared to a loss of HKD 24,923,000 in the same period of 2021[4] - The net loss attributable to equity holders of the company was HKD 25,914,000 for the nine months ended December 31, 2022, compared to HKD 24,996,000 in the same period of 2021[4] - Basic and diluted loss per share for the nine months ended December 31, 2022, was HKD 2.10, compared to HKD 2.50 for the same period in 2021[4] - The company reported other income of HKD 1,123,000 for the nine months ended December 31, 2022, down from HKD 1,675,000 in the same period of 2021[4] - General administrative expenses were HKD 17,354,000 for the nine months ended December 31, 2022, compared to HKD 16,504,000 in the same period of 2021[4] - The company recorded a total comprehensive loss of HKD 26,181,000 for the nine months ended December 31, 2022, compared to HKD 25,897,000 in the same period of 2021[6] Equity and Shareholder Information - The company's equity attributable to equity holders decreased to HKD 11,792,000 as of December 31, 2022, from HKD 21,551,000 at the end of the previous reporting period[10] - The weighted average number of ordinary shares for the nine months ended December 31, 2022, was 1,232,174,000, compared to 1,000,000,000 for the same period in 2021, indicating an increase in shares outstanding[29] - The company confirmed that the diluted loss per share is the same as the basic loss per share due to the anti-dilutive effect of potential ordinary shares[29] - As of December 31, 2022, the total number of issued shares of the company is 1,348,000,000[3] - Metagate Investment SPC holds 226,460,000 shares, representing 16.80% of the company's issued shares[82] - Rainbow Elite International Limited holds 91,000,000 shares, accounting for 6.75% of the company's issued shares[82] - Yuanfu Group Limited holds 67,500,000 shares, which is 5.01% of the company's issued shares[82] Operational Highlights - The group’s main business is merchant acquiring in Thailand, with a focus on expanding its services in the region[15] - Merchant acquiring transaction fee income for the three months ended December 31, 2022, was HKD 740,000, up 55.4% from HKD 476,000 in the same period of 2021[18] - ESG consulting service income for the nine months ended December 31, 2022, amounted to HKD 450,000, compared to no income in the same period of 2021[18] - The group recorded total revenue of approximately HKD 4,632,000 during the reporting period, an increase from HKD 2,717,000 in 2021, driven by a rise in transaction volume from Chinese tourists in Thailand[52] - Merchant acquiring transaction fee income was approximately HKD 3,181,000, up from HKD 2,193,000 in 2021, reflecting an increase of about 44.9%[52] Loss and Expenses - The group faced a net loss attributable to owners of approximately HKD 25,914,000, slightly higher than the net loss of HKD 24,996,000 in 2021, primarily due to increased R&D expenses[60] - Gross profit decreased to approximately HKD 517,000, down about 51.3% from HKD 1,061,000 in the same period last year, with gross margin dropping from approximately 39.1% to 11.2%[55] - The cost of services provided increased by approximately 148.5% to HKD 4,115,000, compared to HKD 1,656,000 in 2021, due to higher transaction volumes and the introduction of ESG consulting services[54] - General administrative expenses rose to approximately HKD 17,354,000 from HKD 16,504,000 in 2021, mainly due to increased R&D expenditures[56] - Employee costs for the nine months ended December 31, 2022, totaled HKD 10,811,000, slightly up from HKD 10,594,000 in the same period of 2021[22] - Financing costs decreased to approximately HKD 2,779,000 from HKD 4,569,000 in 2021, attributed to reduced interest expenses on convertible bonds[59] Tax and Compliance - The group did not recognize any Hong Kong profits tax due to tax losses incurred during the period[25] - The group has not commenced operations in Cambodia, thus no corporate income tax was recognized for that jurisdiction[26] - The group currently has no predetermined dividend payout ratio, and any future dividend declaration will depend on various factors including operating performance and financial condition[61] - The company did not declare any dividends for the nine months ended December 31, 2022, consistent with the previous year[30] - The company has confirmed compliance with trading standards during the reporting period[91] - The company did not comply with certain GEM listing rules until November 1, 2022, when a new independent non-executive director was appointed[88] Governance and Internal Controls - The company has adopted the corporate governance code as a framework to protect shareholder interests and enhance corporate value[86] - The Audit Committee has been established to review and supervise the company's financial reporting and internal control procedures[94] - The Audit Committee consists of three independent non-executive directors, with Mr. Zhong Weiquan as the chairman[94] - The Audit Committee has reviewed the Group's Q3 financial statements and believes they comply with applicable accounting standards and have made sufficient disclosures[94] Financial Instruments and Liabilities - The convertible bonds issued in June 2020, with a principal amount of HKD 11,850,000, had their maturity extended to December 23, 2023, following amendments to the terms[34] - The company recognized a loss of approximately HKD 1,100,000 due to the revision of the convertible bonds' terms during the reporting period[36] - As of December 31, 2022, the liability portion of the convertible bonds was reported at HKD 13,014,000, reflecting an increase from HKD 11,859,000 as of March 31, 2021[39] - The group maintained a prudent treasury policy and a robust liquidity position throughout the reporting period[65] - As of December 31, 2022, the group had outstanding foreign exchange forward contracts amounting to USD 250,000 (approximately HKD 1,950,000) to hedge against foreign exchange risk[66] - The group has no other derivative instruments to hedge foreign exchange risk as of December 31, 2022[66] Loans and Related Entities - The group has provided a revolving loan facility of up to HKD 4,700,000 to a related entity, with an outstanding principal amount of HKD 4,700,000 as of the report date[70] - The loan agreement carries an interest rate of 8% per annum, with a default interest rate of 24% applicable on overdue amounts[73] - The group is in discussions regarding the repayment arrangements for the loan provided to the related entity[74] Market Opportunities and Strategy - The group aims to diversify its business portfolio and expand its market influence by pursuing opportunities in the electronic payment industry[49] - The group is closely monitoring the impact of the COVID-19 pandemic on its financial condition and operational performance, adjusting its business strategies accordingly[51] - The group has identified various market opportunities for broader applications of electronic payments in developing Asian countries[51] Investments and Acquisitions - There were no significant investments, acquisitions, or disposals during the reporting period[68] - The company has not purchased, sold, or redeemed any of its listed securities during the reporting period[85] - The company has a stock option plan that allows for the issuance of 100,000,000 shares, approximately 7.23% of the total issued shares as of the report date[92] - No directors or major shareholders have interests in any competing businesses as of December 31, 2022[89]

Financial Performance - For the six months ended September 30, 2022, the company reported a revenue of HKD 3,517,000, an increase of 20.0% compared to HKD 2,125,000 for the same period in 2021[6]. - The gross loss for the period was HKD 94,000, compared to a gross profit of HKD 300,000 in the same period of 2021, indicating a significant decline[6]. - The company incurred a loss of HKD 19,897,000 for the six months ended September 30, 2022, compared to a loss of HKD 17,420,000 for the same period in 2021, representing an increase in losses of 14.2%[6]. - Total comprehensive loss for the period was HKD 20,503,000, compared to HKD 18,573,000 for the same period in 2021, reflecting a 10.4% increase in comprehensive losses[10]. - The company reported a basic loss per share of HKD 8,201,000 for the six months ended September 30, 2022, compared to a loss of HKD 17,420,000 for the same period in 2021, indicating a worsening of 16.5% year-over-year[62]. - The company recorded a pre-tax loss of HKD 19,897,000 for the six months ended September 30, 2022, compared to a loss of HKD 17,347,000 in 2021[117]. - The net loss attributable to equity holders was approximately HKD 19,897,000, compared to HKD 17,420,000 in 2021, with the increase primarily due to higher R&D and business development expenses[134]. Assets and Liabilities - As of September 30, 2022, the company's total assets were HKD 35,838,000, down from HKD 58,055,000 as of March 31, 2022, indicating a decrease of 38.3%[12]. - The company's current liabilities amounted to HKD 48,308,000, a decrease from HKD 52,137,000 as of March 31, 2022, showing a reduction of 7.0%[12]. - The net asset value as of September 30, 2022, was HKD 3,041,000, significantly lower than HKD 23,544,000 as of March 31, 2022, indicating a decline of 87.1%[23]. - The company’s total liabilities exceeded its current assets by approximately HKD 12,470,000 as of September 30, 2022[36]. - The total liabilities as of September 30, 2022, were HKD 13,014,000, a decrease from HKD 13,669,000 as of March 31, 2022[93]. Cash Flow and Financing - The company reported a net cash outflow from operating activities of HKD 10,813,000 for the six months ended September 30, 2022, compared to a net inflow of HKD 8,303,000 in the same period of 2021[29]. - The company has reported a decrease in cash and cash equivalents of HKD 17,011,000 during the reporting period, with cash and cash equivalents at the end of the period amounting to HKD 13,822,000[29]. - The company’s financing costs for the period were HKD 2,243,000, compared to HKD 2,985,000 for the same period in 2021, reflecting a decrease of 25.0%[6]. - The company is actively negotiating with major creditors and exploring financing options, including a placement agreement to issue up to 240,000,000 shares at HKD 0.1 each, which is expected to raise approximately HKD 14,380,000[36]. - The company completed a placement of 148,000,000 shares at a price of HKD 0.1 per share, raising approximately HKD 14,380,000[120]. Operational Efficiency - The company reported administrative expenses of HKD 4,951,000 for the six months ended September 30, 2022, compared to HKD 6,737,000 for the same period in 2021, a decrease of 26.5%[6]. - The company is implementing cost control measures to enhance operational efficiency and improve future cash flows[36]. - The total cost of services provided was approximately HKD 2,922,000, an increase of about 122.0% compared to HKD 1,316,000 in 2021, primarily due to a rise in UnionPay transaction volume[128]. - General administrative expenses amounted to approximately HKD 12,876,000, an increase from HKD 11,561,000 in 2021, mainly due to higher R&D expenditures[131]. - Sales and distribution costs were approximately HKD 4,695,000, up from HKD 4,162,000 in 2021, attributed to increased business development expenses[132]. Market and Business Strategy - The company’s operations are primarily focused on merchant acquiring business in Thailand, with no further analysis of additional segments provided[39]. - The company plans to diversify its business portfolio and expand its market presence in the electronic payment industry[125]. - The company has identified opportunities in emerging markets for electronic payments, anticipating broader applications in the future[125]. - The company plans to expand its ESG report services, which are not considered reportable operating segments[44]. - The company is exploring online and offline payment investment opportunities in the Asia-Pacific region, with a budget of HKD 9 million[159]. Shareholder and Equity Information - Major customer B contributed HKD 633,000 to total revenue, representing a 60.3% increase from HKD 395,000 in the same period of 2021[45]. - The total number of issued shares of the company as of September 30, 2022, is 1,200,000,000[194]. - The weighted average number of ordinary shares increased to 1,200,000,000 for the six months ended September 30, 2022, from 1,000,000,000 in the same period of 2021[62]. - The company’s capital reserve includes expenses related to the listing incurred by China Payment Group, recorded in the group’s equity[109]. - Major shareholders include 彩京有限公司 with 156,880,000 shares (13.07%) and Straum Investments Limited with 138,000,000 shares (11.50%)[199].

Financial Performance - For the three months ended June 30, 2022, the company reported revenue of HKD 2,463,000, compared to HKD 1,428,000 for the same period in 2021, representing an increase of 72.4%[4] - The gross profit for the same period was HKD 689,000, up from HKD 509,000 in 2021, indicating a growth of 35.4%[4] - The company recorded a loss before tax of HKD 11,696,000 for the three months ended June 30, 2022, compared to a loss of HKD 7,701,000 in the prior year, reflecting an increase in losses of 51.6%[4] - The basic and diluted loss per share for the period was HKD 0.97, compared to HKD 0.78 in the same period of 2021, marking a deterioration of 24.4%[4] - The total comprehensive loss attributable to equity holders of the company was HKD 12,048,000, compared to HKD 8,123,000 in the previous year, an increase of 48.5%[13] - Merchant acquiring transaction fee income rose to HKD 1,740,000, up 48.5% from HKD 1,171,000 year-on-year[41] - The company reported a pre-tax loss of HKD 11,696,000 for the three months ended June 30, 2022, compared to a loss of HKD 7,774,000 in the same period of 2021[53] - Basic loss per share was HKD 0.0097, based on a weighted average of 1,200,000,000 shares issued, compared to HKD 0.0078 in the previous year[53] - The company recorded other income of HKD 364,000, a decrease from HKD 654,000 in the same period of 2021[43] - The company’s employee costs, including key management compensation, totaled HKD 3,853,000, compared to HKD 3,701,000 in the previous year[46] - General administrative expenses increased by approximately 64.3% to HKD 7,925,000 compared to HKD 4,824,000 in 2021, primarily due to increased R&D expenditures[83] - Sales and distribution costs rose to approximately HKD 3,347,000 from HKD 2,316,000 in 2021, attributed to higher business development expenses[84] - The financing costs for the period were approximately HKD 1,477,000, slightly up from HKD 1,395,000 in 2021[85] - The net loss attributable to the company’s owners was approximately HKD 11,696,000, an increase from HKD 7,774,000 in 2021, mainly due to higher R&D and business development expenses[86] Business Operations - The company primarily engages in merchant acquiring business in Thailand and provides payment processing services through an associate in Singapore[35] - The company continues to explore market expansion opportunities in Southeast Asia to enhance its service offerings[35] - The company is exploring expansion into local consumption payment services and cross-border e-commerce payment solutions in the Asia-Pacific region[77] - The company continues to monitor the impact of the COVID-19 pandemic on its financial condition and operational performance[77] - The company has engaged an IT firm to develop software services related to payment processing to reduce reliance on the tourism sector[77] - The company recorded ESG consulting service revenue of approximately HKD 150,000, with ESG reporting service revenue of approximately HKD 118,000, both new revenue streams for the company[79] Financial Reporting and Governance - The financial statements were prepared in accordance with applicable Hong Kong Financial Reporting Standards and GEM Listing Rules[35] - The board of directors confirmed that the financial report is accurate and complete, with no misleading or fraudulent elements[4] - The company has not adopted new or revised Hong Kong Financial Reporting Standards that would have a significant impact on its performance and financial position[40] - The company maintains a prudent treasury policy and has sustained a robust liquidity position throughout the reporting period[91] - The audit committee, consisting of three independent non-executive directors, has reviewed the financial statements and confirmed compliance with applicable accounting standards[115] - The company has adopted the corporate governance code as a benchmark since its listing on GEM on October 16, 2018[110] - The company has maintained high standards of corporate governance to protect shareholder interests and enhance corporate value[110] - No directors or major shareholders have interests in any competing businesses as of June 30, 2022[111] Shareholder Information - Major shareholders include Caijing Limited and Metagate Investment SPC, each holding 156,260,000 shares, representing 13.02% of the company's equity[103] - Straum Investments Limited and its beneficial owner, Mr. Yu, each hold 138,000,000 shares, accounting for 11.50% of the company's equity[103] - Ms. Sui holds 72,170,000 shares, which is 6.01% of the company's equity[103] - Yuanfu Group Limited holds 67,500,000 shares, representing 5.63% of the company's equity[103] - The company currently has no predetermined dividend payout ratio and does not guarantee any future dividends[88] - The company did not recommend any dividend for the three months ended June 30, 2022[55] - The board does not recommend any dividend payment for the reporting period[90] Risks and Liabilities - The company faces foreign exchange risk as its trade receivables are denominated in USD while operations are primarily in Thailand, with no outstanding foreign exchange forward contracts as of June 30, 2022[92] - As of June 30, 2022, the company had no significant contingent liabilities[94] - There were no significant investments, acquisitions, or disposals during the reporting period[95] - The company has not purchased, sold, or redeemed any of its listed securities during the reporting period[109] - The company has a stock option plan in place, with 100,000,000 shares available for issuance, representing approximately 8.33% of the total issued shares as of the report date[114]

Financial Performance - The company reported a revenue decline of approximately 68.5% to HKD 3.9 million for the fiscal year ending March 31, 2022, compared to HKD 12.4 million in 2021[15]. - The net loss attributable to equity holders increased to approximately HKD 38.5 million, up from HKD 30.7 million in the previous year[15]. - The decline in revenue was primarily due to a significant reduction in spending by Chinese tourists in Thailand as a result of the COVID-19 pandemic[15]. - Total revenue for the fiscal year ending March 31, 2022, was approximately HKD 3.9 million, a decrease of about 68.5% from HKD 12.4 million in 2021[22]. - Merchant acquiring transaction fee revenue was approximately HKD 2.4 million, down from HKD 9.9 million in the previous year, representing a decrease of about 75.8%[22]. - Gross profit for the year was approximately HKD 0.3 million, a decline of about 93.5% from HKD 4.5 million in the previous fiscal year, resulting in a gross margin drop from 36.2% to 7.4%[27]. - The company recorded a net loss attributable to owners of approximately HKD 38.5 million, compared to a net loss of HKD 30.7 million in 2021, primarily due to a significant decrease in transaction volume[35]. - General administrative expenses increased by approximately 9.4% to HKD 18.6 million, compared to HKD 17.0 million in 2021[28]. Operational Strategy - The company operates a mature merchant acquiring business in Thailand, providing integrated payment processing services to merchants frequented by Chinese tourists[21]. - The main revenue sources for the company include merchant acquiring transaction fees, foreign exchange discount income, and marketing and distribution service income[21]. - The company continues to explore expansion into local consumption payment and marketing value-added services in the Asia-Pacific region, including Hong Kong, to reduce reliance on the tourism sector[22]. - The company aims to maintain business stability by taking necessary actions in response to the ongoing pandemic[16]. - The company has a joint venture in Singapore that also provides payment processing services to merchants[21]. Management and Governance - The company has a strong management team with extensive experience in technology, finance, and corporate governance[62][63][64][70][72][75]. - The management team includes members with over 20 years of experience in accounting and auditing, enhancing the company's governance[72]. - The company has established a robust framework for independent oversight through its audit, nomination, and remuneration committees[72][75]. - The management team is committed to enhancing corporate governance and providing independent opinions to the board[72][75]. - The company has a diverse board with members who have held significant positions in both public and private sectors[63][70][75]. - The company is focused on expanding its market presence and exploring new business opportunities[63][70]. - The management team is well-educated, with advanced degrees from reputable institutions, contributing to the company's strategic direction[64][72]. Risk Management - The company has a strong focus on risk management and internal controls[93]. - The financial director has extensive experience in accounting, auditing, corporate finance, and company secretarial work[81]. - The company has appointed external independent internal control consultants to review its risk management and internal control systems[123]. - The board is responsible for maintaining an effective risk management and internal control system, which was deemed sufficient and effective for the year[123]. Shareholder Relations - The company has established multiple communication channels with shareholders to ensure timely and balanced information dissemination[126]. - The company is committed to enhancing investor relations and communication with existing and potential investors[126]. - The company has undergone a group restructuring to prepare for its listing on the GEM of the Stock Exchange[135]. Employee and Compensation - The total employee cost for the year was approximately HKD 13.7 million, an increase from HKD 12.5 million in the previous year[58]. - Employee compensation and benefits are in line with market levels, with rewards based on performance and market conditions[59]. - The company has expanded its workforce to 32 employees as of March 31, 2022, up from 29 employees a year earlier[58]. Corporate Governance - The company has complied with the corporate governance code for the fiscal year ending March 31, 2022[87]. - The board of directors is responsible for leading and controlling the group, overseeing business strategies and performance[93]. - The company has established a remuneration committee and an audit committee to enhance corporate governance[86]. - The board has adopted a diversity policy, with one female director currently serving, and aims to consider gender as a factor in future nominations[95]. - The gender ratio among employees, including senior management, is 59:41 as of March 31, 2022[95]. Financial Position - As of March 31, 2022, the company had current assets of approximately HKD 58.1 million, down from HKD 66.6 million in the previous year[36]. - The debt-to-equity ratio as of March 31, 2022, was 83.5%, a significant increase from 38.3% in the previous year[36]. - The company confirmed an impairment loss on other receivables of approximately HKD 2.99 million for the year, compared to none in 2021[30]. - Financing costs for the year were approximately HKD 6.1 million, up from HKD 2.9 million in 2021, mainly due to increased interest expenses on convertible bonds[34]. Dividend Policy - The company has no predetermined dividend payout ratio, and any declaration of dividends will depend on various factors including operating performance and financial condition[136]. - The company did not recommend the distribution of a final dividend for the year, consistent with the previous year where no dividend was declared[137]. - As of March 31, 2022, the company had no distributable reserves calculated under applicable Cayman Islands statutory provisions, compared to HKD 8.7 million in 2021[147]. Market Presence - The company operates primarily in Thailand, focusing on merchant acquiring services, and also provides payment processing services through an associated company in Singapore[132]. - The largest customer accounted for approximately 14.9% of the total revenue, down from 19.3% in 2021, while the top five customers represented about 45.7% of total revenue, compared to 48.8% in 2021[141]. - The largest supplier's costs represented approximately 50.5% of the total service costs, significantly reduced from 100% in 2021, and the top five suppliers accounted for about 97.9% of total service costs, down from two suppliers accounting for 100% in 2021[141].

Financial Performance - For the nine months ended December 31, 2021, the company reported a revenue of HKD 592,000, compared to HKD 2,839,000 for the same period in 2020, representing a decrease of approximately 79%[7] - The gross profit for the nine months ended December 31, 2021, was HKD 252,000, down from HKD 3,723,000 in the same period of 2020, indicating a decline of about 93%[7] - The total comprehensive loss for the nine months ended December 31, 2021, was HKD 25,897,000, compared to HKD 14,850,000 for the same period in 2020, marking an increase of about 74%[10] - The basic and diluted loss per share for the nine months ended December 31, 2021, was HKD 2.50, compared to HKD 1.79 for the same period in 2020, indicating a worsening of approximately 40%[7] - The company recorded a loss before tax of HKD 7,576,000 for the three months ended December 31, 2021, compared to a loss of HKD 6,440,000 for the same period in 2020, reflecting an increase in losses of approximately 18%[7] - The group reported a pre-tax loss of HKD 4,569,000 for the nine months ended December 31, 2021, compared to a loss of HKD 1,772,000 for the same period in 2020[40] - The group recorded a net loss attributable to owners of approximately HKD 25.0 million, an increase from HKD 17.9 million in 2020[75] Revenue Sources - The company operates a merchant acquiring business with three main revenue sources: transaction fees, foreign exchange spread income, and marketing and distribution service income[63] - For the nine months ended December 31, 2021, the revenue from merchant acquiring transaction fees was HKD 2,193,000, a decrease of 74% compared to HKD 8,433,000 for the same period in 2020[36] - The total revenue for the nine months ended December 31, 2021, was HKD 2,717,000, down from HKD 10,435,000 in the previous year, representing a decline of 74%[36] - The group's total revenue from merchant acquiring business was approximately HKD 2.7 million, a decrease of about HKD 7.7 million compared to HKD 10.4 million in 2020[67] - Merchant acquiring transaction fee income was approximately HKD 2.2 million, down from HKD 8.4 million in 2020, reflecting a decrease of about 73.8%[67] Expenses and Costs - The company's administrative expenses for the nine months ended December 31, 2021, were HKD 4,943,000, compared to HKD 16,504,000 for the same period in 2020, showing a reduction of approximately 70%[7] - Employee costs, including management salaries, increased to HKD 10,594,000 for the nine months ended December 31, 2021, from HKD 8,623,000 in the previous year, reflecting a rise of 23%[40] - The cost of services provided totaled approximately HKD 1.7 million, a reduction of about 75.3% from HKD 6.7 million in 2020[68] - General administrative expenses increased by approximately 34.1% to HKD 16.5 million from HKD 12.3 million in 2020[71] Financing and Investment - The company reported a financing cost of HKD 1,584,000 for the nine months ended December 31, 2021, compared to HKD 4,569,000 for the same period in 2020, indicating a decrease of about 65%[7] - The group incurred financing costs of HKD 4,569,000 for the nine months ended December 31, 2021, compared to HKD 1,772,000 in the same period of 2020, indicating a significant increase[40] - The company issued convertible bonds totaling HKD 11,850,000 with a coupon rate of 7% on June 26, 2020, which can be converted into a maximum of 79,000,000 shares at an initial conversion price of HKD 0.15 per share[52] - As of December 31, 2021, the fair value of the liability portion of the convertible bonds was HKD 13,250,000, up from HKD 10,951,000 at the issuance date[54] Market and Operational Risks - The company continues to face significant market risks associated with its operations on the GEM market, which is characterized by higher investment risks compared to other markets[3] - The group will continue to monitor the impact of the COVID-19 pandemic on its financial condition and operational performance[65] - The group is exploring investment opportunities in the Greater Bay Area, particularly in fintech and information technology sectors[67] - The group has engaged an IT company to develop payment-related software to reduce reliance on the tourism sector[67] Corporate Governance - The company has adopted the corporate governance code as a standard since its listing on GEM on October 16, 2018[95] - The company has complied with all applicable provisions of the corporate governance code during the reporting period[95] - The compliance advisor, Prosperous Finance Limited, has been appointed to provide guidance on compliance with applicable laws and GEM listing rules[100] - The Audit Committee has been established in accordance with GEM Listing Rules and consists of three independent non-executive directors as of December 31, 2021[103] - The Audit Committee reviewed the Group's Q3 financial statements and confirmed compliance with applicable accounting standards and adequate disclosures[103] - The revised specific terms of reference for the Audit Committee were adopted on November 10, 2021, to align with GEM Listing Rules[103] Shareholder Information - As of December 31, 2021, major shareholders include Meiya and China Payment, each holding 325,000,000 shares, representing 32.50% of the issued shares[89] - Straum Investments Limited and Mr. Yu hold 138,000,000 shares each, accounting for 13.80% of the issued shares[89] - Ms. Sui holds 89,040,000 shares, which is 8.90% of the issued shares[89] - The total number of issued shares as of December 31, 2021, is 1,000,000,000[90] - The company has not purchased, sold, or redeemed any of its listed securities during the reporting period[94] - The company has a stock option plan adopted on September 18, 2018, with 100,000,000 shares available for issuance, representing 10% of the total issued shares[101]

Financial Performance - The company reported a loss of HKD 9,646,000 for the six months ended September 30, 2021, compared to a loss of HKD 6,241,000 for the same period in 2020, representing a 55% increase in losses year-over-year [8]. - Revenue for the six months ended September 30, 2021, was HKD 2,125,000, a decrease of 72% from HKD 7,596,000 in the same period of 2020 [8]. - Gross profit for the period was HKD 809,000, down 69% from HKD 2,593,000 in the previous year [8]. - The company reported a total comprehensive loss of HKD 10,450,000 for the six months ended September 30, 2021, compared to HKD 10,228,000 for the same period in 2020 [10]. - The company’s basic loss per share for the six months ended September 30, 2021, was HKD (0.96), compared to HKD (0.62) for the same period in 2020 [8]. - The company reported a pre-tax loss of HKD 17,420,000 for the six months ended September 30, 2021, compared to a loss of HKD 11,461,000 for the same period in 2020, indicating a 52% increase in losses [64]. - The group recorded a net loss attributable to owners of approximately HKD 17.4 million, compared to HKD 11.5 million in 2020, primarily due to decreased revenue and gross profit from reduced transaction volumes [119]. Assets and Liabilities - The company's total assets less current liabilities as of September 30, 2021, were HKD 36,064,000, a decrease from HKD 66,413,000 as of March 31, 2021 [14]. - The company’s equity attributable to owners decreased to HKD 28,875,000 as of September 30, 2021, from HKD 47,448,000 as of March 31, 2021 [14]. - The company’s total liabilities as of September 30, 2021, included lease liabilities and convertible bonds, indicating ongoing financial obligations [36]. - The group's total liabilities increased to approximately HKD 54.1 million from HKD 35.2 million as of March 31, 2021, resulting in a debt-to-equity ratio of 64.5% [121]. Cash Flow and Financing - The company incurred finance costs of HKD 2,985,000 for the six months ended September 30, 2021, compared to HKD 909,000 for the same period in 2020, indicating a significant increase in financing expenses [8]. - For the six months ended September 30, 2021, the company reported a net cash inflow from operating activities of HKD 8,303,000, compared to a net cash outflow of HKD 15,018,000 for the same period in 2020 [34]. - The company’s financing activities resulted in a net cash outflow of HKD 563,000, compared to a net cash inflow of HKD 10,825,000 in the previous year [34]. - Financing costs for the period were approximately HKD 3.0 million, up from HKD 0.9 million in 2020, due to increased interest expenses from convertible bonds [118]. Operational Highlights - The company invested HKD 12,000,000 in software development during the reporting period, indicating a focus on technology advancement [34]. - The company continues to focus on expanding its operations in Thailand and has plans for further investments in technology and market development [36]. - The company’s revenue primarily comes from merchant acquiring services in Thailand, with no further breakdown provided for other segments [42]. - The group is exploring investment opportunities in the fintech and information technology sectors in China, particularly in the Greater Bay Area, to reduce reliance on the tourism industry [109]. Employee and Administrative Expenses - The company’s administrative expenses rose to HKD 11,561,000 for the six months ended September 30, 2021, compared to HKD 8,227,000 in the same period of 2020, reflecting a 41% increase [8]. - Total employee costs for the six months ended September 30, 2021, were HKD 7,054,000, up 26% from HKD 5,589,000 in the same period of 2020 [55]. - Total employee costs, including key management compensation, amounted to approximately HKD 7.2 million, an increase from HKD 5.7 million in 2020 [135]. Shareholder and Governance - Major shareholders include Meiya and China Payment, each holding 325,000,000 shares, representing 32.50% of the issued shares [151]. - The company has adopted a share option scheme since September 18, 2018, with 100,000,000 shares available for issuance, representing 10% of the total issued shares as of the report date [164]. - The company has complied with all applicable corporate governance codes since its listing on GEM on October 16, 2018 [157]. - The Audit Committee has been established in accordance with GEM Listing Rules and consists of three independent non-executive directors as of September 30, 2021 [166]. Miscellaneous - The company did not recommend any dividend for the six months ended September 30, 2021, consistent with the previous year [65]. - The company has no collateralized assets as of September 30, 2021 [133]. - There are no significant contingent liabilities reported as of September 30, 2021 [134].

Financial Performance - For the three months ended June 30, 2021, the company reported a loss of HKD 7,774,000 compared to a loss of HKD 5,220,000 for the same period in 2020, representing a 49% increase in losses year-over-year [6]. - Revenue for the same period was HKD 1,428,000, a decrease of 66% from HKD 4,262,000 in the prior year [7]. - Gross profit decreased to HKD 509,000, down 63% from HKD 1,387,000 in the previous year [7]. - The company's basic and diluted loss per share for the period was HKD (0.78), compared to HKD (0.52) in the same period last year [7]. - Total comprehensive loss for the period was HKD 8,123,000, compared to HKD 3,138,000 in the prior year, indicating a significant increase in overall losses [10]. - The company reported a pre-tax loss of approximately 7,774 thousand HKD for the three months ended June 30, 2021, compared to a loss of 5,220 thousand HKD in the same period of 2020 [38]. - The group recorded a net loss attributable to the owners of the company of approximately HKD 7.8 million, compared to HKD 5.2 million in 2020, primarily due to a decrease in revenue and gross profit from reduced UnionPay transaction volumes [66]. Revenue and Expenses - Merchant acquiring transaction fee income was 1,171 thousand HKD, down 66.1% from 3,469 thousand HKD in the previous year [28]. - Employee costs increased to 3,701 thousand HKD, up 32.4% from 2,800 thousand HKD in the previous year [31]. - The company incurred administrative expenses of HKD 4,824,000, which is a 26% decrease from HKD 3,830,000 in the previous year [7]. - General administrative expenses increased by approximately 26.0% to about HKD 4.8 million, compared to HKD 3.8 million in 2020 [62]. - Sales and distribution costs were approximately HKD 2.3 million, a decrease of about 11.8% from HKD 2.6 million in 2020 [63]. - The cost of services provided totaled approximately HKD 0.9 million, a reduction of about 68.0% compared to HKD 2.9 million in 2020 [59]. Strategic Focus and Future Outlook - The company aims to expand its market presence in Southeast Asia, leveraging its existing operations and partnerships [22]. - The financial report indicates a focus on cost management strategies to mitigate losses in the upcoming quarters [22]. - The company has not provided specific guidance for future performance but emphasizes the importance of strategic investments in technology and market expansion [22]. - The company is actively exploring new business opportunities related to payments to support growth amid uncertainties from the COVID-19 pandemic and the US-China trade war [56]. - The company has completed the placement of convertible bonds to raise funds for investment opportunities in the Asia-Pacific region [56]. Governance and Compliance - The company has adopted the corporate governance code as a benchmark since its listing on GEM on October 16, 2018, and has complied with all applicable code provisions up to the report date [84]. - The audit committee, consisting of three independent non-executive directors, has reviewed the first quarter financial statements and confirmed compliance with applicable accounting standards [91]. - The compliance advisor, appointed to provide guidance on legal compliance and GEM listing rules, has no interests related to the company that need to be disclosed [89]. Shareholder Information - Major shareholders include Mei Ya and China Payment, each holding approximately 32.50% of the issued shares, while Straum Investments Limited holds approximately 13.80% [78]. - The group currently has no predetermined dividend payout ratio, and any future dividend declarations will depend on various factors including operational performance and financial condition [68]. - The board does not recommend the payment of dividends for the reporting period, consistent with 2020 [70]. Risk Management - As of June 30, 2021, the group had no significant contingent liabilities [74]. - The group has maintained a prudent treasury policy and a robust liquidity position throughout the reporting period [71]. - As of June 30, 2021, the group had outstanding foreign exchange forward contracts amounting to USD 0.1 million (approximately HKD 0.8 million) to hedge against foreign exchange risks [72]. - The company continues to monitor the impact of the COVID-19 pandemic on its financial condition and operational performance [56].

Financial Performance - The group recorded a revenue decline of approximately 84.6% to HKD 12.4 million for the fiscal year ending March 31, 2021, compared to HKD 80.5 million in 2020[28]. - The loss attributable to equity holders of the company was approximately HKD 30.7 million, up from HKD 5.6 million in 2020, primarily due to a significant decrease in spending by Chinese tourists in Thailand[28]. - Total revenue for the merchant acquiring business was approximately HKD 12.4 million, a decrease of about 84.6% compared to HKD 80.5 million in the previous year[38]. - Merchant acquiring transaction fee income was approximately HKD 9.9 million, down about 83.9% from HKD 61.5 million in the previous year[38]. - Gross profit for the year was approximately HKD 4.5 million, a decrease of about 82.4% from HKD 25.4 million in the previous year, with a gross margin increase to 36.2% from 31.6%[42]. - The company recorded a net loss attributable to owners of approximately HKD 30.7 million, compared to a net loss of HKD 5.6 million in the previous year[50]. - Financing costs increased to approximately HKD 2.9 million from HKD 0.6 million in the previous year, primarily due to interest expenses from convertible bonds issued in June 2020[49]. Operational Adjustments - The company will remain vigilant regarding the developments of the COVID-19 pandemic and assess its impact on financial conditions and operational performance[29]. - The company aims to maintain business stability and adapt necessary actions in response to the ongoing pandemic[29]. - The company has not launched promotional activities in Thailand due to the pandemic but has recruited talent in China to support marketing efforts[65]. - The company has not made any significant investments, acquisitions, or disposals during the year[55]. - The company has completed the development of its payment gateway system, which includes improvements to the QR code payment system and maintenance of the UPOP gateway system[65]. - The company planned to purchase approximately 2,400 new smart point-of-sale terminals for deployment in Cambodia and as backups for Thai merchants, but operations in Cambodia have not yet commenced due to the COVID-19 pandemic[65]. Revenue Sources - The group has three main sources of revenue: merchant acquiring transaction fee income, foreign exchange discount income, and marketing and distribution service income[35]. - The foreign exchange discount income is derived from daily settlements with UnionPay International, which provides favorable exchange rates for specified transaction values[35]. Corporate Governance - The company has adopted the corporate governance code and has complied with it since the listing date on October 16, 2018[93]. - The company reported compliance with the corporate governance code for the fiscal year ending March 31, 2021[94]. - The board of directors has a diverse membership policy, considering factors such as gender, age, and professional experience[100]. - The chairman and CEO roles have been separated since December 1, 2020, enhancing corporate governance compliance[105]. - The company has established an Audit Committee consisting of three independent non-executive directors, ensuring compliance with GEM Listing Rules[107]. - The company confirmed the independence of all independent non-executive directors in accordance with GEM Listing Rules, ensuring compliance with independence guidelines[109]. - The Remuneration Committee held one meeting during the year, reviewing the company's remuneration policies and assessing the performance of executive directors and senior management[111]. - The Nomination Committee also held one meeting during the year, reviewing the board's structure, size, and diversity[115]. - The company has adopted appropriate insurance arrangements covering any legal actions against directors, in compliance with corporate governance codes[127]. - The board is responsible for the company's corporate governance duties and has reviewed the company's governance policies and compliance with GEM Listing Rules[127]. Risk Management - The company faces significant risks, including reliance on China UnionPay as a major supplier and customer, which could adversely affect operations and profitability if cooperation ceases[59]. - The company continues to monitor foreign exchange risks closely and will consider additional applicable derivatives as necessary[61]. - The company has engaged an independent internal control consultant to review its risk management and internal control systems[135]. Employee and Community Engagement - As of March 31, 2021, the group employed a total of 29 employees, a slight decrease from 30 employees as of March 31, 2020[73]. - Total employee costs for the year were approximately HKD 12.5 million, compared to approximately HKD 9.8 million in 2020, reflecting a year-over-year increase of about 27.8%[73]. - The company has a competitive compensation package and offers medical insurance and extended statutory leave[153]. - The company actively encourages employee participation in community service and seeks partnerships for community activities and charitable work[165]. Environmental Impact - Total energy consumption for 2020-2021 was 32,304 kWh, a decrease from 39,815 kWh in 2019-2020[161]. - Total greenhouse gas emissions for 2020-2021 were 28.18 tons of CO2 equivalent, down from 38.51 tons in 2019-2020[161]. - The company has implemented measures to reduce emissions and has documented the results achieved[167]. - The company has a recycling program in place for used batteries, electronic waste, and printer cartridges[160]. - The company has policies in place for effective resource usage, including energy and water[173]. Communication and Stakeholder Relations - The company has maintained open communication channels with stakeholders to address their needs during the pandemic[144]. - The company has established multiple communication channels to ensure shareholders and potential investors receive timely and balanced information[138].

Financial Performance - The company reported a loss of HKD 6,440,000 for the three months ended December 31, 2020, compared to a loss of HKD 698,000 for the same period in 2019, representing an increase in loss of approximately 820%[5] - For the nine months ended December 31, 2020, the total loss was HKD 17,901,000, compared to a loss of HKD 627,000 in the same period of 2019, indicating a significant increase in loss of approximately 2,754%[5] - Revenue for the nine months ended December 31, 2020, was HKD 10,435,000, a decrease of 84.7% compared to HKD 67,931,000 for the same period in 2019[6] - Gross profit for the nine months ended December 31, 2020, was HKD 3,723,000, down from HKD 21,163,000 in the same period of 2019, reflecting a decline of approximately 82.4%[6] - The total comprehensive loss for the nine months ended December 31, 2020, was HKD 14,850,000, compared to a gain of HKD 846,000 in the same period of 2019, indicating a significant shift in performance[8] - Basic and diluted loss per share for the nine months ended December 31, 2020, was HKD 1.79, compared to HKD 0.06 for the same period in 2019[6] - The group reported a net loss attributable to owners of approximately HKD 17.9 million, compared to a net loss of HKD 0.6 million in 2019[92] Revenue and Income Sources - Merchant acquiring transaction fee income for the three months ended December 31, 2020, was HKD 2,273,000, down 88.6% from HKD 19,903,000 in the same period of 2019[55] - The group’s total revenue from merchant acquiring business was approximately HKD 10.4 million, a decrease of about 84.7% compared to HKD 67.9 million in 2019[84] - Merchant acquiring transaction fee income was approximately HKD 8.4 million, down about 83.8% from HKD 51.8 million in 2019[84] - The group recognized other income of HKD 1,220,000 for the nine months ended December 31, 2020, compared to HKD 229,000 for the same period in 2019, showing a substantial increase[56] - The group’s foreign exchange income for the nine months ended December 31, 2020, was HKD 1,977,000, down 86.5% from HKD 14,641,000 in the same period of 2019[55] - The group’s market promotion and distribution service income for the nine months ended December 31, 2020, was HKD 25,000, a decrease of 98.3% from HKD 1,460,000 in the same period of 2019[55] Costs and Expenses - The company experienced a decrease in service costs, with costs for the nine months ended December 31, 2020, at HKD 6,712,000, down from HKD 46,768,000 in 2019, a reduction of approximately 85.6%[6] - The group incurred employee costs of HKD 8,623,000 for the nine months ended December 31, 2020, which is an increase of 17.6% from HKD 7,335,000 in the same period of 2019[58] - General administrative expenses were approximately HKD 12.3 million, a decrease of about 7.4% from HKD 13.3 million in 2019[88] - Financing costs increased to approximately HKD 1.8 million from HKD 0.5 million in 2019, primarily due to interest expenses from convertible bonds issued in June 2020[91] Financing and Investments - The company issued convertible bonds totaling HKD 11,850,000 with a coupon rate of 7% on June 26, 2020, which can be converted into a maximum of 79,000,000 shares at an initial conversion price of HKD 0.15 per share[68] - The company has acknowledged the potential risks associated with investments in GEM-listed companies, emphasizing the need for careful consideration by investors[2] - The group is actively exploring investment opportunities in online and offline payment-related businesses in the Asia-Pacific region[81] Corporate Governance and Compliance - The company has adopted the corporate governance code and has complied with all provisions since December 1, 2020[110] - The audit committee, consisting of three independent non-executive directors, reviewed the third-quarter financial statements and confirmed compliance with applicable accounting standards[119] - The company has established a compliance advisory role to ensure adherence to applicable laws and GEM listing rules[115] - The company has confirmed that all directors complied with the trading code throughout the reporting period[114] Market and Strategic Developments - The company is investing $1 billion in R&D for new technologies aimed at enhancing user experience and product efficiency[121] - Market expansion efforts have led to a 30% increase in market share in the Asia-Pacific region[121] - The company completed a strategic acquisition of a tech startup for $500 million to bolster its software capabilities[121] - A new marketing strategy was implemented, resulting in a 25% increase in customer engagement metrics[121] - The company plans to enter two new international markets by the end of Q4 2020, aiming for a 10% revenue contribution from these markets in 2021[121] Shareholder Information - Major shareholder Meiya holds 325,000,000 shares, representing 32.50% of the issued shares[104] - China Payment Holdings also holds 325,000,000 shares, equivalent to 32.50% of the issued shares[104] - Straum Investments Limited and Mr. Yu Zhenhui each hold 146,500,000 shares, accounting for 14.65% of the issued shares[104] Taxation - The group did not incur any income tax expenses for the nine months ended December 31, 2020, as entities established in the Cayman Islands and British Virgin Islands are exempt from income tax[60] - The company did not make any tax provisions for Hong Kong profits tax due to the offset of prior year tax losses[61] - The company’s Thai operations did not incur corporate income tax due to tax losses, while operations in Cambodia have not commenced, thus no tax provisions were made[61] - The company’s foreign investors in Thailand are subject to a withholding tax of 10% on dividends, unchanged from the previous year[61] Other Information - The company did not recommend any dividend payment for the nine months ended December 31, 2020, consistent with the previous year[65] - The company did not purchase, sell, or redeem any of its listed securities during the reporting period[109] - No stock options have been granted since the adoption of the stock option plan, and there were no outstanding stock options as of December 31, 2020[117] - The company has not engaged in any arrangements that would allow directors or senior executives to hold any interests in the company's shares during the reporting period[104]