香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示，概不就因本公告全部或任 何部分內容而產生或因依賴該等內容而引致的任何損失承擔任何責任。 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） (1)於2025年7月30日舉行之 股東週年大會之投票表決結果； (2)董事退任； (3)董事委員會組成變動；及 (4)不遵守GEM上市規則第5.05(1)及5.28條以及 審核委員會職權範圍 茲提述東方支付集團控股有限公司（「本公司」）日期均為2025年7月7日的通函（「通 函」）及股東週年大會（「股東週年大會」）通告（「通告」）。除非文義另有所指外， 本公告所用詞彙與通函及通告所界定者具有相同涵義。 股東週年大會之投票表決結果 董事會欣然宣佈，股東週年大會於2025年7月30日在香港中環德輔道中19號環球大 廈12樓1205室成功召開。於股東週年大會上，通告所載所有提呈決議案（「提呈決 議案」）已獲股東以投票表決方式正式通過。 於股東週年 ...

(於開曼群島註冊成立的有限公司 ) 股份代號 : 8613 2025 年報 香港聯合交易所有限公司（「聯交所」）GEM（「GEM」）之特色 GEM的定位，乃為相比起其他在聯交所上市的公司帶有較高投資風險的中小型公司提供一個上市的市場。有意 投資者應瞭解投資於該等公司的潛在風險，並應經過審慎周詳的考慮後方作出投資決定。 由於GEM上市公司普遍為中小型公司，在GEM買賣的證券可能會較於主板買賣的證券承受較大的市場波動風險， 同時無法保證在GEM買賣的證券會有高流通量的市場。 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報告之內容概不負責，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報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。 本報告乃遵照聯交所GEM證券上市規則（「GEM上市規則」）之規定提供有關東方支付集團控股有限公司（「本公 司」）之資料。本公司各董事（「董事」）願對本報告所載資料共同及個別承擔全部責任。各董事在作出一切合理查 詢後，確認就彼等所深知及確信，本報告所載資料在各重要方面均屬準確及完備，沒有誤導或欺詐成分，且並無 遺漏任何其他事項致使本報告或其 ...

[Company Information](index=6&type=section&id=Company%20Information) This section provides an overview of the company's governance structure, including its board composition and contact details [Board of Directors and Committees](index=6&type=section&id=Board%20of%20Directors%20and%20Committees) The company's board comprises one executive, one non-executive, and three independent non-executive directors, supported by review, remuneration, and nomination committees for robust governance - The Board members include Executive Director **Mr. Tsang Chi Kit** (Managing Director), Non-Executive Director **Mr. Siu Shu Ming**, and Independent Non-Executive Directors **Dr. Ng Yu Kei**, **Mr. Tong Che Chun**, and **Ms. Tam Yuen Lam** (appointed on November 1, 2024)[13](index=13&type=chunk) - **Mr. Tong Che Chun** chairs the Audit Committee, **Dr. Ng Yu Kei** chairs the Remuneration Committee, and **Dr. Ng Yu Kei** also chairs the Nomination Committee[13](index=13&type=chunk) [Company Contact Information](index=6&type=section&id=Company%20Contact%20Information) The company is registered in the Cayman Islands, with its principal place of business in Hong Kong and headquarters in Thailand, trading under stock code 8613 - The registered office is in the Cayman Islands, with the principal place of business in Hong Kong at 15/F, Tai Hing Centre II, 251 Queen's Road Central[13](index=13&type=chunk)[14](index=14&type=chunk) - The Thailand headquarters is located in Sun Tower (Tower A), Bangkok[14](index=14&type=chunk) - The company's stock code is **8613**, and its official website is www.ocg.com.hk[15](index=15&type=chunk) [Chairman's Statement](index=8&type=section&id=Chairman's%20Statement) [Annual Review and Financial Performance](index=8&type=section&id=Annual%20Review%20and%20Financial%20Performance) This year, the Group's revenue grew by **10.7% to 35.1 million HKD**, primarily from merchant acquiring transaction fees, while loss attributable to equity holders decreased to **34.2 million HKD** due to reduced administrative expenses Annual Financial Performance Comparison | Indicator | 2025 (million HKD) | 2024 (million HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 35.1 | 31.7 | +10.7% | | Loss attributable to equity holders | 34.2 | 37.2 | -8.1% | - The decrease in net loss was primarily due to reduced general administrative expenses, increased selling and distribution costs, higher finance costs, and the net effect of no gain from disposal of subsidiaries[17](index=17&type=chunk) [Business Outlook and Strategy](index=8&type=section&id=Business%20Outlook%20and%20Strategy) China's tourism remains a key driver for Thailand's economic recovery, presenting opportunities for the Group, though recent safety concerns have impacted electronic payment transaction volumes; the Group plans regional expansion and targeted promotions to stabilize growth - In 2024, Chinese citizens were Thailand's largest foreign tourist group, with over **6.2 million visitors**, boosting consumption in hospitality, retail, and transportation, benefiting the Group's digital payment services[18](index=18&type=chunk) - During the 2025 Lunar New Year, safety concerns led to a decline in Chinese tourist bookings to Thailand, resulting in reduced electronic payment transaction volumes for the Group early in the year[18](index=18&type=chunk) - The Group plans strategic adjustments, including regional expansion and targeted promotions, to stabilize future growth[18](index=18&type=chunk) [Management Discussion and Analysis](index=9&type=section&id=Management%20Discussion%20and%20Analysis) [Business Review and Outlook](index=9&type=section&id=Business%20Review%20and%20Outlook) The Group, as a merchant acquirer, primarily provides integrated payment processing services for Chinese tourists in Thailand and the Philippines, with revenue from transaction fees, foreign exchange discounts, and marketing services; despite strong first-half performance, external factors impacted second-half results, and future challenges will be addressed through diversified merchant networks and enhanced security - The Group's primary revenue sources are merchant acquiring transaction fees, foreign exchange discount income, and marketing and distribution service income[22](index=22&type=chunk) - The acquisition of bCode scanners, completed on March 30, 2023, will expand the Group's service portfolio into the Philippine market, offering advanced application payment services[24](index=24&type=chunk) - The Group plans to diversify its merchant network and enhance safety assurances for tourists to mitigate tourism downturn risks, while focusing on improving business operations and financial position[23](index=23&type=chunk) [Financial Review](index=10&type=section&id=Financial%20Review) This year, the Group's revenue increased, and gross profit and margin significantly improved, primarily due to higher merchant acquiring transaction fees and cost control measures; net loss narrowed, but current and total assets substantially decreased, and the asset-liability ratio deteriorated Annual Financial Data Comparison | Indicator | 2025 (million HKD) | 2024 (million HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Total Revenue | 35.1 | 31.7 | +10.7% | | Merchant acquiring transaction fee income | 32.5 | 28.4 | +14.4% | | Foreign exchange discount income | 0.5 | 1.1 | -54.5% | | Gross Profit | 11.6 | 9.2 | +26.1% | | Gross Profit Margin | 32.9% | 29.1% | +3.8 percentage points | | General administrative expenses | 18.2 | 26.0 | -29.9% | | Selling and distribution costs | 22.9 | 21.6 | +6.0% | | Finance costs | 3.7 | 2.7 | +37.0% | | Net Loss | 34.2 | 37.2 | -8.1% | - Gross profit margin increased to **32.9%**, mainly due to more transactions with suppliers charging lower network service fees this year[28](index=28&type=chunk) - Current assets decreased from **62.0 million HKD to 15.8 million HKD**, total assets from **112.7 million HKD to 58.0 million HKD**, and the asset-liability ratio deteriorated from **88.3% to -510.6%**[35](index=35&type=chunk) [Revenue and Costs](index=10&type=section&id=Revenue%20and%20Costs) This year's total revenue was approximately **35.1 million HKD**, with merchant acquiring transaction fees contributing **32.5 million HKD**, a **14.4% year-on-year increase**; foreign exchange discount income decreased, and ESG consulting service income became zero due to subsidiary disposal, while cost of services provided increased by **4.7% to 23.6 million HKD**, consistent with revenue growth Revenue Composition Comparison | Revenue Source | 2025 (million HKD) | 2024 (million HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Merchant acquiring transaction fee income | 32.5 | 28.4 | +14.4% | | Foreign exchange discount income | 0.5 | 1.1 | -54.5% | | Marketing and distribution service income | 2.1 | 2.2 | -4.5% | | ESG consulting service income | 0.0 | 0.03 | -100% | - The increase in merchant acquiring transaction fee income was primarily due to the rise in Chinese tourists following Thailand's economic recovery[26](index=26&type=chunk) - The total cost of services provided was approximately **23.6 million HKD**, an increase of **4.7%** from last year, consistent with the increase in revenue[27](index=27&type=chunk) [Profit and Expenses](index=10&type=section&id=Profit%20and%20Expenses) This year, gross profit increased by **25.5% to 11.6 million HKD**, and gross profit margin rose to **32.9%**, mainly due to lower network service fees; general administrative expenses decreased by **29.8% to 18.2 million HKD**, while selling and distribution costs slightly increased to **22.9 million HKD**; finance costs increased by **37% to 3.7 million HKD** due to higher convertible bond interest, and net loss narrowed to **34.2 million HKD** Profit and Expenses Comparison | Indicator | 2025 (million HKD) | 2024 (million HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Gross Profit | 11.6 | 9.2 | +26.1% | | Gross Profit Margin | 32.9% | 29.1% | +3.8 percentage points | | General administrative expenses | 18.2 | 26.0 | -29.9% | | Selling and distribution costs | 22.9 | 21.6 | +6.0% | | Finance costs | 3.7 | 2.7 | +37.0% | | Net Loss | 34.2 | 37.2 | -8.1% | - The decrease in general administrative expenses was primarily due to more effective cost control measures implemented this year[30](index=30&type=chunk) - The increase in finance costs was mainly attributable to higher interest costs from convertible bonds during the year[33](index=33&type=chunk) [Liquidity and Financial Resources](index=11&type=section&id=Liquidity%20and%20Financial%20Resources) As of March 31, 2025, the Group's current assets significantly decreased to **15.8 million HKD**, total assets fell to **58.0 million HKD**, and total liabilities decreased to **63.3 million HKD**; the asset-liability ratio deteriorated from **88.3% to -510.6%**, indicating challenging financial conditions, with funding primarily from business revenue, public fundraising, and borrowings, managed with a prudent financial approach Liquidity and Financial Resources Comparison | Indicator | March 31, 2025 (million HKD) | March 31, 2024 (million HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Current Assets | 15.8 | 62.0 | -74.5% | | Bank balances and cash | 4.0 | 4.4 | -9.1% | | Total Assets | 58.0 | 112.7 | -48.5% | | Total Liabilities | 63.3 | 89.4 | -29.2% | | Asset-Liability Ratio | -510.6% | 88.3% | -598.9 percentage points | - The deterioration in the asset-liability ratio was primarily due to changes in the proportion of total other long-term liabilities and convertible bonds to total equity[35](index=35&type=chunk) - The Group manages credit and liquidity risks through continuous credit assessment and monitoring of its liquidity position[36](index=36&type=chunk) [Significant Investments and Risks](index=12&type=section&id=Significant%20Investments%20and%20Risks) This year, the Group completed the disposal of its subsidiary, Global Principal Investment Limited, to optimize resource allocation; the Group's business faces multiple risks, including reliance on key suppliers and customers, third-party software failures, foreign exchange risk, and regulatory risks in Thailand - The disposal of all issued share capital of Global Principal Investment Limited was completed on April 18, 2023, for a total consideration of **1 HKD**, aiming to more effectively allocate resources[40](index=40&type=chunk) - Key risks include reliance on China UnionPay, dependence on a single largest merchant, third-party software failures, foreign exchange risk, and regulatory risks in Thailand[45](index=45&type=chunk) - The Group faces foreign exchange risk, primarily due to trade receivables denominated in USD, which are hedged by outstanding forward foreign exchange contracts of **USD 183,000** (approximately **1.43 million HKD**)[44](index=44&type=chunk) [Significant Investments and Disposals](index=12&type=section&id=Significant%20Investments%20and%20Disposals) This year, the Group completed the disposal of Global Principal Investment Limited, which primarily engaged in ESG consulting and reporting, to optimize resource allocation; there were no other significant investments, acquisitions, or disposals of subsidiaries and associates during the year - The disposal of all issued share capital of Global Principal Investment Limited was completed on April 18, 2023, for a total consideration of **1 HKD**[40](index=40&type=chunk) - The disposal of the target company and its subsidiaries (one of which primarily engaged in ESG consulting and reporting) aimed to enable the Group to more effectively allocate resources to other business segments[40](index=40&type=chunk) [Key Risks and Uncertainties](index=13&type=section&id=Key%20Risks%20and%20Uncertainties) The Group's business involves multiple risks, including reliance on key suppliers (China UnionPay) and a single largest merchant, potential business interruptions from third-party software and equipment failures, foreign exchange risk, and regulatory risks in Thailand; the Group manages foreign exchange risk through forward foreign exchange contracts and continuously conducts risk management activities - Key risks include: cessation of cooperation with China UnionPay, reliance on a single largest merchant, third-party software and equipment failures, foreign exchange risk, and regulatory risks in Thailand[45](index=45&type=chunk) - The Group faces foreign exchange risk, as trade receivables are denominated in USD, and has entered into outstanding forward foreign exchange contracts of **USD 183,000** (approximately **1.427 million HKD**) for hedging[44](index=44&type=chunk) - The Group's risk management activities are continuously conducted by the Board, with financial risk management objectives and policies detailed in Note 29 to the consolidated financial statements[43](index=43&type=chunk) [Use of Proceeds](index=14&type=section&id=Use%20of%20Proceeds) The Group raised funds through a share offer, convertible bonds, and placing of new shares; proceeds from the share offer were fully utilized for working capital, while convertible bond proceeds were mainly used to offset debts and for general working capital; the 2020 convertible bonds underwent multiple amendments, including extensions of maturity dates and adjustments to interest rates and conversion prices - Net proceeds from the share offer were approximately **51.1 million HKD**, fully utilized as of the date of this annual report, primarily for working capital[46](index=46&type=chunk)[49](index=49&type=chunk) - Net proceeds from the March 2024 convertible bonds were approximately **2.8 million HKD**, used to offset debt and for general working capital[53](index=53&type=chunk)[54](index=54&type=chunk) - Net proceeds from the October 2024 convertible bonds were approximately **2.7 million HKD**, used to offset debt and for general working capital[57](index=57&type=chunk) - Net proceeds from the placing of new shares were approximately **4.9 million HKD**, used to repay current debts and for general working capital[61](index=61&type=chunk) - The convertible bonds issued on June 26, 2020, had their maturity date extended to December 24, 2026, through the fourth supplemental agreement[66](index=66&type=chunk) [Use of Proceeds from Share Offer](index=14&type=section&id=Use%20of%20Proceeds%20from%20Share%20Offer) The company listed on October 16, 2018, with net proceeds from the share offer of approximately **51.1 million HKD**; due to changing market conditions and slowing Chinese tourist spending, the Board repeatedly adjusted the use of proceeds, reallocating funds to working capital to maintain business stability and address economic uncertainties; as of the date of this annual report, all net proceeds have been utilized according to the revised plan - Net proceeds from the share offer were approximately **51.1 million HKD**, fully utilized as of March 31, 2025, and the date of this annual report[46](index=46&type=chunk)[49](index=49&type=chunk) - The use of proceeds was adjusted multiple times, reallocating funds from improving smart POS terminals and expanding payment processing services to working capital, to cope with unfavorable business conditions and slowing Chinese tourist spending[48](index=48&type=chunk) Net Proceeds from Share Offer (as of the date of this annual report) | Intended Use | Net Proceeds (million HKD) | | :--- | :--- | | Continuous improvement of smart POS terminals and enhancement of their functions | 12.8 | | Development of acquiring host system | 8.1 | | Increase and expansion of marketing activities | 1.2 | | Recruitment of new talent | 2.2 | | Expansion of payment processing services to other payment network organizations | 15.1 | | Expansion to Cambodia | 6.6 | | Working capital | 5.1 | | **Total** | **51.1** | [Use of Proceeds from Convertible Bonds](index=16&type=section&id=Use%20of%20Proceeds%20from%20Convertible%20Bonds) During the year, the Group issued two tranches of convertible bonds in March 2024 and October 2024, with net proceeds of approximately **2.8 million HKD** and **2.7 million HKD**, respectively; these funds were primarily used to offset existing debts and supplement general working capital, strengthening the financial position and meeting cash flow needs - Net proceeds from the March 2024 convertible bonds were approximately **2,829,000 HKD**, used to offset debt (313,000 HKD) and for the Group's general working capital (1,199,000 HKD)[53](index=53&type=chunk)[54](index=54&type=chunk) - Net proceeds from the October 2024 convertible bonds were approximately **2,675,000 HKD**, used to offset debt (2,382,000 HKD) and for the Group's general working capital (293,000 HKD)[57](index=57&type=chunk) - The issuance of convertible bonds aimed to extend debt maturity, raise cash to meet cash flow needs, and maintain positive relationships with subscribers to support bCode operations[52](index=52&type=chunk) [Use of Proceeds from Placing of New Shares](index=19&type=section&id=Use%20of%20Proceeds%20from%20Placing%20of%20New%20Shares) The company completed the placing of **29,610,000 new shares** on March 4, 2025, at a placing price of **0.17 HKD per share**, generating net proceeds of approximately **4,984,000 HKD**; these funds were primarily used to repay the Group's current debts and supplement general working capital, strengthening its financial position and meeting immediate cash flow needs - The placing was completed on March 4, 2025, involving **29,610,000 new shares** at a placing price of **0.17 HKD per share**[60](index=60&type=chunk) - Net proceeds of approximately **4,984,000 HKD** were used to repay the Group's current debts (2,356,000 HKD) and for the Group's general working capital (293,000 HKD)[61](index=61&type=chunk) - The placing aimed to raise sufficient cash to meet immediate cash flow needs, strengthen the financial position, and serve as general working capital[60](index=60&type=chunk) [Amendments to 2020 Convertible Bonds](index=20&type=section&id=Amendments%20to%202020%20Convertible%20Bonds) The convertible bonds issued by the company on June 26, 2020, have undergone multiple amendments; the fourth supplemental agreement, signed on December 30, 2024, further extended the maturity date by two years to December 24, 2026, with other terms remaining unchanged, and all preconditions for this amendment were met by April 30, 2025 - The convertible bonds issued on June 26, 2020, had a total principal amount of **11,850,000 HKD** and an annual interest rate of **7%**[63](index=63&type=chunk) - The fourth supplemental agreement further extended the maturity date of the convertible bonds by two years to December 24, 2026[66](index=66&type=chunk) - All preconditions for this amendment were met by April 30, 2025[66](index=66&type=chunk) [Employees and Remuneration Policy](index=22&type=section&id=Employees%20and%20Remuneration%20Policy) As of March 31, 2025, the Group employed **21 individuals**, with **9 in Hong Kong and 12 in Thailand**; total staff costs for the year were approximately **7.6 million HKD**, slightly lower than last year; the Group offers market-competitive remuneration and benefits, with rewards based on performance and market conditions, including share options and training programs Employee Count and Costs Comparison | Indicator | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Total Employees | 21 | 20 | | Hong Kong Employees | 9 | 8 | | Thailand Employees | 12 | 12 | | Total Staff Costs (million HKD) | 7.6 | 8.1 | - Employee remuneration and benefits are competitive with market levels and are rewarded based on performance, merit, and market conditions[69](index=69&type=chunk) - Other benefits, such as share options and training programs, are provided to eligible employees[70](index=70&type=chunk) [Biographies of Directors and Senior Management](index=23&type=section&id=Biographies%20of%20Directors%20and%20Senior%20Management) [Executive Director](index=23&type=section&id=Executive%20Director) Mr. Tsang Chi Kit, 44, has served as Executive Director and Managing Director since April 6, 2022, and was appointed Compliance Officer and Authorized Representative on September 30, 2022; he is responsible for the Group's daily management and possesses extensive experience in cross-border M&A, corporate finance, financial accounting, and auditing - Mr. Tsang Chi Kit was re-designated as Executive Director and appointed Managing Director of the Company on April 6, 2022, responsible for the Group's daily management[72](index=72&type=chunk) - Mr. Tsang holds a Bachelor of Business Administration (Honours) in Accountancy from Hong Kong Baptist University and is a Fellow of the Association of Chartered Certified Accountants, with extensive experience in cross-border M&A, corporate finance, financial accounting, and auditing[72](index=72&type=chunk) [Non-Executive Director](index=23&type=section&id=Non-Executive%20Director) Mr. Siu Shu Ming, 55, was appointed Non-Executive Director on December 10, 2021, and serves as a member of the Audit Committee; he has over 25 years of experience in corporate finance, M&A, IPOs, and fundraising activities involving listed companies in Hong Kong, China, Malaysia, Singapore, and Indonesia - Mr. Siu Shu Ming was appointed Non-Executive Director on December 10, 2021, and is a member of the Company's Audit Committee[73](index=73&type=chunk) - Mr. Siu holds a Bachelor of Accountancy degree from City University of Hong Kong and is a member of the Hong Kong Institute of Certified Public Accountants, with over 25 years of experience in corporate finance, M&A, IPOs, and fundraising activities[73](index=73&type=chunk) [Independent Non-Executive Directors](index=24&type=section&id=Independent%20Non-Executive%20Directors) Dr. Ng Yu Kei, Mr. Tong Che Chun, and Ms. Tam Yuen Lam serve as Independent Non-Executive Directors; Dr. Ng has over 16 years of experience in technology innovation, Mr. Tong is experienced in accounting and corporate governance, and Ms. Tam has over 11 years of investment and asset management experience; together, they provide diverse professional advice to the Board - Dr. Ng Yu Kei was appointed on November 1, 2022, serving as Chairman of the Nomination and Remuneration Committees and a member of the Audit Committee, with over **16 years** of business and technology management experience in the technology sector[76](index=76&type=chunk) - Mr. Tong Che Chun was appointed on October 20, 2023, serving as Chairman of the Audit Committee and a member of the Nomination and Remuneration Committees; he holds a Master of Business Administration in Finance, is a member of the Association of Chartered Certified Accountants, and a Certified Public Accountant in Hong Kong[77](index=77&type=chunk) - Ms. Tam Yuen Lam was appointed on November 1, 2024, with over **11 years** of investment and asset management experience, holding a Bachelor of Economics and Finance degree from the University of Hong Kong[80](index=80&type=chunk)[81](index=81&type=chunk) [Senior Management](index=25&type=section&id=Senior%20Management) Mr. Yu Chun Fai, the Group's founder, is primarily responsible for managing and overseeing overall business operations in Thailand, with extensive experience in the financial and payment industries; Ms. Ching Hui Lin, General Manager of Oriental City Group (Thailand) Co., Limited, is responsible for achieving business objectives, managing and coordinating business and teams, and has extensive experience in IT payment system support - Mr. Yu Chun Fai, the Group's founder, previously served as Executive Director, CEO, and Chairman of the Board, primarily responsible for managing and overseeing overall business operations in Thailand[82](index=82&type=chunk) - Mr. Yu has extensive experience in the financial industry and the bank card and payment industry[82](index=82&type=chunk) - Ms. Ching Hui Lin is the General Manager of Oriental City Group (Thailand) Co., Limited, responsible for achieving business objectives, managing and coordinating business and teams, with extensive experience in IT payment system support, technical and merchant support, and as an IT Executive Director[83](index=83&type=chunk) [Company Secretary](index=26&type=section&id=Company%20Secretary) Mr. Huen Ting Cheung was appointed Company Secretary on March 2, 2022; he possesses extensive experience in accounting and corporate finance and is a licensed person registered under the Securities and Futures Ordinance - Mr. Huen Ting Cheung was appointed Company Secretary of the Company on March 2, 2022[85](index=85&type=chunk) - Mr. Huen has extensive experience in accounting and corporate finance and is a licensed person registered under the Securities and Futures Ordinance to carry out Type 6 (advising on corporate finance) regulated activities[85](index=85&type=chunk) [Corporate Governance Report](index=27&type=section&id=Corporate%20Governance%20Report) [Corporate Governance Practices and Development](index=27&type=section&id=Corporate%20Governance%20Practices%20and%20Development) The company has adopted and complied with the principles of the Corporate Governance Code set out in Appendix C1 of the GEM Listing Rules during the year, with a deviation regarding the non-segregation of Chairman and Managing Director roles; the company is committed to fostering a proactive corporate culture and has established various policies to enhance corporate governance, including shareholder communication, obtaining independent advice, and board diversity policies - The company has adopted and complied with the principles of the Corporate Governance Code set out in Appendix C1 of the GEM Listing Rules during the year, with deviations from Code Provisions C.1.6 and C.2.1[87](index=87&type=chunk) - The company is committed to creating a proactive culture based on purpose, values, and strategy, aiming to become a leading merchant acquirer in Thailand and the Philippines[88](index=88&type=chunk)[90](index=90&type=chunk) - The Board adopted several policies on January 6, 2023, including a statement of purpose, values, and strategy, a shareholder communication policy, a policy for obtaining independent advice and views, a board diversity policy, a whistleblowing policy, and an anti-corruption policy[89](index=89&type=chunk) [Corporate Culture and Strategy](index=27&type=section&id=Corporate%20Culture%20and%20Strategy) The company is committed to fostering a proactive corporate culture centered on technological advancement, engagement, excellence, and mutual respect; its strategy includes developing and strengthening core businesses in Thailand and the Philippines, enhancing corporate reputation, accelerating international success, and promoting technology application in business processes; all new employees undergo induction training to understand corporate culture and policies - The company's core values include technological advancement, engagement, excellence, and mutual respect[91](index=91&type=chunk)[92](index=92&type=chunk)[93](index=93&type=chunk)[94](index=94&type=chunk) - Strategies include developing and strengthening core businesses in Thailand and the Philippines, enhancing corporate reputation, accelerating international success, and promoting the importance of technology[97](index=97&type=chunk) - All new employees are required to attend induction training to understand corporate culture and policies, legal regulations, and raise awareness[95](index=95&type=chunk) [Board Composition and Responsibilities](index=29&type=section&id=Board%20Composition%20and%20Responsibilities) The Board is responsible for leading and controlling the Group, formulating business plans and strategies, and overseeing business performance, internal control, and risk management; this year, the Board temporarily failed to meet minimum independent non-executive director and gender diversity requirements due to a resignation, but subsequently complied with the appointment of Ms. Tam Yuen Lam; Board members are appointed based on merit, with regular rotation and re-election - The Board is responsible for leading and controlling the Group, formulating overall business plans and strategies, and overseeing business performance, internal control, and risk management[102](index=102&type=chunk) - On July 16, 2024, due to the resignation of Independent Non-Executive Director Ms. Liu Pei Er, the Board temporarily did not meet the minimum number of independent non-executive directors as required by GEM Listing Rule 5.05(1) and the board gender diversity requirement under Rule 17.104[100](index=100&type=chunk)[101](index=101&type=chunk) - Following the appointment of Ms. Tam Yuen Lam as an Independent Non-Executive Director on November 1, 2024, the Board once again complied with the minimum number of independent non-executive directors and gender diversity requirements of the GEM Listing Rules[100](index=100&type=chunk) [Board Diversity](index=30&type=section&id=Board%20Diversity) The company has adopted a Board Diversity Policy, considering factors such as gender, age, cultural and educational background, professional experience, skills, knowledge, and length of service, to achieve sustainable and balanced board development; the Nomination Committee annually discusses and agrees on measurable objectives for diversity, and has expressed satisfaction with the policy's implementation and effectiveness - The company has adopted a Board Diversity Policy, with factors considered including, but not limited to, gender, age, cultural and educational background, professional experience, skills, knowledge, and length of service[104](index=104&type=chunk) - The Nomination Committee annually discusses and agrees on measurable objectives for achieving board diversity, including at least one director with professional qualifications or financial management knowledge, and at least one director with extensive experience in the industry where the Group operates[105](index=105&type=chunk) - As of March 31, 2025, the gender ratio of the Group's employees (including senior management) was **52% male to 48% female**, and the company considers employee gender diversity to be generally balanced[107](index=107&type=chunk) [Board Committees](index=33&type=section&id=Board%20Committees) The company has established an Audit Committee, a Remuneration Committee, and a Nomination Committee, all complying with the GEM Listing Rules and Corporate Governance Code; each committee is led by independent non-executive directors, responsible for oversight and recommendations in their respective areas, ensuring transparency and effectiveness of company operations; all committees held regular meetings and fulfilled their duties this year - The company has established an Audit Committee, a Remuneration Committee, and a Nomination Committee, all complying with the terms of reference under the GEM Listing Rules and Corporate Governance Code[113](index=113&type=chunk)[116](index=116&type=chunk)[121](index=121&type=chunk) - The Audit Committee's primary responsibility is to assist the Board in independently reviewing financial reporting procedures, internal control, and risk management systems[113](index=113&type=chunk) - The Remuneration Committee's primary responsibilities include providing recommendations on the remuneration policy and structure for directors and senior management, and determining specific remuneration packages[116](index=116&type=chunk) - The Nomination Committee's primary responsibility is to review the Board's structure, size, and diversity, and to provide recommendations on proposed changes[121](index=121&type=chunk) [Audit Committee](index=33&type=section&id=Audit%20Committee) The Audit Committee comprises three independent non-executive directors and one non-executive director, with Mr. Tong Che Chun serving as Chairman; the committee's primary responsibility is to assist the Board in independently reviewing financial reporting, internal control, and risk management systems; this year, it held two meetings, reviewed financial information, discussed audit scope and results, and provided recommendations on the appointment of external auditors - The Audit Committee comprises **Mr. Tong Che Chun** (Chairman), **Dr. Ng Yu Kei**, **Ms. Tam Yuen Lam** (Independent Non-Executive Directors), and **Mr. Siu Shu Ming** (Non-Executive Director)[113](index=113&type=chunk) - The Committee reviewed the Group's audited consolidated financial information for the year ended March 31, 2024, and the unaudited consolidated financial information for the six months ended September 30, 2024[114](index=114&type=chunk) Audit Committee Meeting Attendance | Committee Member | Meetings Attended/Meetings Held | | :--- | :--- | | Mr. Tong Che Chun (Chairman) | 2/2 | | Dr. Ng Yu Kei | 2/2 | | Mr. Siu Shu Ming | 1/2 | | Ms. Tam Yuen Lam (appointed on November 1, 2024) | 0/1 | | Ms. Liu Pei Er (resigned on July 26, 2024) | 1/1 | [Remuneration Committee](index=34&type=section&id=Remuneration%20Committee) The Remuneration Committee comprises three independent non-executive directors and one executive director, with Dr. Ng Yu Kei serving as Chairman; the committee is responsible for providing recommendations on the remuneration policy for directors and senior management and determining specific remuneration packages; this year, it held two meetings, reviewed the remuneration policy, evaluated the performance of executive directors and senior management, and approved the terms of executive directors' service contracts - The Remuneration Committee comprises **Ms. Tam Yuen Lam**, **Dr. Ng Yu Kei**, and **Mr. Tong Che Chun** (Independent Non-Executive Directors), and **Mr. Tsang Chi Kit** (Executive Director), with **Dr. Ng Yu Kei** serving as Chairman[116](index=116&type=chunk) - The Committee reviewed the Company's remuneration policy, evaluated the performance of the Group's executive directors and senior management, and approved the terms of the executive directors' service contracts[116](index=116&type=chunk) Remuneration Committee Meeting Attendance | Committee Member | Meetings Attended/Meetings Held | | :--- | :--- | | Dr. Ng Yu Kei (Chairman) | 2/2 | | Ms. Liu Pei Er (resigned on July 26, 2024) | 1/1 | | Mr. Tong Che Chun | 2/2 | | Mr. Tsang Chi Kit | 2/2 | | Ms. Tam Yuen Lam (appointed on November 1, 2024) | – | Annual Remuneration Distribution for Executive Directors and Senior Management | Remuneration Range (HKD) | Number of Individuals | | :--- | :--- | | 0 to 1,000,000 | 3 | | 1,000,001 to 1,500,000 | 1 | | 1,500,001 to 2,000,000 | 1 | [Nomination Committee](index=35&type=section&id=Nomination%20Committee) The Nomination Committee comprises three independent non-executive directors and one executive director, with Dr. Ng Yu Kei serving as Chairman; the committee's primary responsibility is to review the Board's structure, size, composition, and diversity, and to assess the independence of independent non-executive directors; this year, it held two meetings, reviewed the Board's structure and diversity, and all appointments were based on merit - The Nomination Committee comprises **Dr. Ng Yu Kei** (Chairman), **Mr. Tong Che Chun**, **Ms. Tam Yuen Lam** (Independent Non-Executive Directors), and **Mr. Tsang Chi Kit** (Executive Director)[121](index=121&type=chunk) - The Committee's primary responsibility is to review the Board's structure, size, and diversity (including but not limited to gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge, and length of service), and to provide recommendations on proposed changes[121](index=121&type=chunk) Nomination Committee Meeting Attendance | Committee Member | Meetings Attended/Meetings Held | | :--- | :--- | | Dr. Ng Yu Kei (Chairman) | 2/2 | | Mr. Tong Che Chun | 2/2 | | Mr. Tsang Chi Kit | 2/2 | | Ms. Tam Yuen Lam (appointed on November 1, 2024) | – | | Ms. Liu Pei Er (resigned on July 26, 2024) | 1/1 | [Board Meetings and Continuous Development](index=36&type=section&id=Board%20Meetings%20and%20Continuous%20Development) This year, the Board held nine meetings to review and approve annual and interim results; the company ensures that Board members receive all relevant information and professional advice in a timely manner and encourages directors to participate in continuous professional development to update their knowledge and skills; appropriate insurance arrangements have been made to cover directors' potential legal liabilities - During the year, the Board held **nine meetings** to review and approve the Group's annual results and annual report for the year ended March 31, 2024, and the interim results for the period ended September 30, 2024[125](index=125&type=chunk) - All directors participate in continuous professional development by attending seminars or reading updated information to refresh their knowledge and skills[129](index=129&type=chunk)[130](index=130&type=chunk) - The company has made appropriate insurance arrangements to cover liabilities related to any legal actions against directors, which are reviewed annually[127](index=127&type=chunk) [Risk Management and Internal Control](index=38&type=section&id=Risk%20Management%20and%20Internal%20Control) The Board is responsible for overseeing and maintaining the Group's risk management and internal control systems, reviewing their effectiveness annually through the Audit Committee; this year, the Group outsourced its internal audit function to an external independent consultant and considers the existing systems adequate and effective, particularly in financial reporting and compliance with GEM Listing Rules - The Board is responsible for overseeing and maintaining the Group's appropriate and effective risk management and internal control systems, and reviews their effectiveness annually[133](index=133&type=chunk) - This year, the Group outsourced its internal audit function to an external independent internal control consultant, whose report was submitted to the Audit Committee and the Board for review[133](index=133&type=chunk) - The Board considers the Group's risk management and internal control systems for the year to be adequate and effective, particularly in financial reporting and compliance with the GEM Listing Rules[135](index=135&type=chunk) [Ethics and Compliance Policies](index=39&type=section&id=Ethics%20and%20Compliance%20Policies) The company strictly adheres to the Securities and Futures Ordinance and GEM Listing Rules, ensuring timely and fair disclosure of inside information; it has adopted an anti-corruption policy prohibiting all forms of bribery and established a whistleblowing policy to encourage anonymous reporting of misconduct, upholding high standards of business ethics and transparency - The company strictly fulfills its obligations regarding the handling and disclosure of inside information in accordance with Part XIVA of the Securities and Futures Ordinance and the GEM Listing Rules[136](index=136&type=chunk) - The company has adopted an anti-corruption policy, which strictly prohibits any form of bribery, and encourages all directors and management team members to complete annual anti-corruption training[137](index=137&type=chunk) - The company has established a whistleblowing policy, encouraging employees and individuals dealing with the Group to report suspected irregularities or misconduct confidentially and anonymously[139](index=139&type=chunk) [Shareholder Communication and Rights](index=39&type=section&id=Shareholder%20Communication%20and%20Rights) The company values effective communication with shareholders, having established a shareholder communication policy and multiple channels, including annual reports, interim reports, announcements, the company website, and general meetings; shareholders have the right to convene extraordinary general meetings and propose resolutions; the company has appointed dedicated staff for investor relations and ensures all corporate communications are available in both Chinese and English in an easily understandable language - The company has established a shareholder communication policy and multiple channels for communication with shareholders, including annual reports, interim reports, circulars, announcements on the Stock Exchange and the company website[143](index=143&type=chunk) - Shareholders have the right to request the Board in writing to convene an extraordinary general meeting to address specific matters[141](index=141&type=chunk) - The company has appointed dedicated employees responsible for investor relations, ensuring timely and effective dissemination of information to shareholders, and providing corporate communications in both Chinese and English versions in an easily understandable language[145](index=145&type=chunk) [Environmental, Social and Governance Report](index=42&type=section&id=Environmental%2C%20Social%20and%20Governance%20Report) [Report Overview and Governance](index=42&type=section&id=Report%20Overview%20and%20Governance) This report outlines the Group's ESG policies, measures, and performance from April 1, 2024, to March 31, 2025, covering core operations in Hong Kong and Thailand; prepared in accordance with Appendix C2 of the GEM Listing Rules, it adheres to principles of materiality, quantification, balance, and consistency; the Group has established an ESG working group, led by the Board, to manage and oversee sustainable development performance and engage with stakeholders through multiple channels - This report describes the Group's environmental and social policies and performance during the period from April 1, 2024, to March 31, 2025 (the Reporting Period)[149](index=149&type=chunk) - The report discloses ESG-related policies and initiatives for the Group's core and significant operations in Hong Kong and Thailand, accounting for **99.96%** of the Group's total revenue during the Reporting Period[150](index=150&type=chunk) - The Group has established an ESG working group to manage and monitor sustainable development performance, reporting directly to the Board[154](index=154&type=chunk) [Report Scope and Principles](index=42&type=section&id=Report%20Scope%20and%20Principles) This report covers the Group's ESG policies and performance from April 1, 2024, to March 31, 2025, focusing on core operations in Hong Kong and Thailand, which account for **99.96% of total revenue**; it is prepared according to Appendix C2 of the GEM Listing Rules' ESG Reporting Guide, based on the four principles of materiality, quantification, balance, and consistency - The reporting period is from April 1, 2024, to March 31, 2025[149](index=149&type=chunk) - The report scope covers core and significant operations in Hong Kong and Thailand, accounting for **99.96%** of the Group's total revenue during the reporting period[150](index=150&type=chunk) - The report is prepared in accordance with the ESG Reporting Guide in Appendix C2 of the GEM Listing Rules, based on the four reporting principles of materiality, quantification, balance, and consistency[151](index=151&type=chunk) [ESG Governance and Stakeholder Engagement](index=43&type=section&id=ESG%20Governance%20and%20Stakeholder%20Engagement) The Group is committed to integrating ESG elements into its operations, having established an ESG working group led by the Board to oversee ESG policy implementation and sustainable development goals; the Group values stakeholder engagement (including shareholders, employees, customers, suppliers, and the community), communicating through various channels such as annual reports, meetings, websites, press releases, customer service hotlines, and community activities to formulate sustainable development strategies - The Group has established an ESG working group to manage and monitor sustainable development performance, reporting directly to the Board[154](index=154&type=chunk) - The Board leads and is responsible for overseeing the implementation of ESG policies within the Group and bears ultimate responsibility for ESG reporting[154](index=154&type=chunk) - The Group communicates with stakeholders through various channels, including annual reports, general meetings, the company website, press releases, regular meetings, performance appraisals, customer service hotlines, and community activities[156](index=156&type=chunk) [Materiality Assessment](index=45&type=section&id=Materiality%20Assessment) The Group conducted a materiality assessment in 2024/2025 through direct communication with stakeholders to identify and prioritize ESG issues with significant impact on its business and stakeholders; the assessment process involved identifying and categorizing 28 issues, scoring them through an online survey, and then prioritizing them based on a materiality matrix; core issues include employment practices, customer satisfaction, diversity and equal opportunity, intellectual property, employee occupational health and safety, service and product quality, employee development and training, business ethics, customer privacy and confidentiality, and anti-corruption training for management and employees - The Group conducted a materiality assessment through direct communication with stakeholders to identify and prioritize ESG issues with significant impact on its business and stakeholders[157](index=157&type=chunk) - The assessment process included identifying **28 issues**, scoring them through an online survey, and prioritizing them based on a materiality matrix[159](index=159&type=chunk) - The most relevant ESG issues include employment practices, customer satisfaction, diversity and equal opportunity, intellectual property, employee occupational health and safety, service and product quality, employee development and training, business ethics, customer privacy and confidentiality, and anti-corruption training for management and employees[161](index=161&type=chunk) [Environmental Performance](index=47&type=section&id=Environmental%20Performance) The Group's business operations have minimal environmental impact, yet it strives to enhance resource efficiency and environmental performance; this year, total greenhouse gas emissions increased by **26.4%**, primarily from office electricity consumption; total non-hazardous waste decreased by **39%**, mainly through technology-driven paper reduction; the Group actively responds to climate change initiatives, setting emission reduction targets and identifying climate-related risks and opportunities - The Group's business operations have no significant adverse environmental impact, but it is committed to improving resource utilization efficiency and environmental performance[167](index=167&type=chunk) - Total greenhouse gas emissions increased by **26.4% to 29.68 tonnes of CO2 equivalent**, primarily from office electricity consumption[170](index=170&type=chunk) - Total non-hazardous waste decreased by **39% to 0.46 tonnes**, mainly through technology-driven paper reduction[174](index=174&type=chunk) - The Group has set a target to reduce emissions by approximately **3% by 2026** compared to the 2020 baseline, and to ensure compliance with local regulations by 2030 or earlier[181](index=181&type=chunk) [Environmental Compliance and Emissions](index=47&type=section&id=Environmental%20Compliance%20and%20Emissions) The Group strictly complies with all relevant environmental laws and regulations in its operating countries and regions, with no significant violations identified during the reporting period; as operations are primarily office-based, exhaust gas emissions have no significant environmental impact; greenhouse gas emissions mainly originate from purchased office electricity (Scope 2), accounting for **87% of total emissions**, with both total emissions and intensity increasing this year - The Group strictly complies with Hong Kong's Waste Disposal Ordinance and Thailand's National Environmental Quality Promotion and Protection Act, with no significant violations identified during the reporting period[168](index=168&type=chunk) - The Group's operations are primarily office-based, and exhaust gas emissions have no significant environmental impact[169](index=169&type=chunk) Greenhouse Gas Emissions Comparison | Indicator | Unit | 2024/2025 | 2023/2024 | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Scope 2 (Indirect Emissions) | tonnes of CO2 equivalent | 26.98 | 20.52 | +31.5% | | Scope 3 (Other Indirect Emissions) | tonnes of CO2 equivalent | 2.70 | 2.97 | -9.1% | | Total | tonnes of CO2 equivalent | 29.68 | 23.49 | +26.4% | | Intensity | tonnes of CO2 equivalent per employee | 1.41 | 1.17 | +20.5% | [Waste Management and Resource Utilization](index=49&type=section&id=Waste%20Management%20and%20Resource%20Utilization) The Group generates no hazardous waste, with non-hazardous waste primarily from paper consumption; through double-sided printing, paper reuse, and electronic document transfer, total non-hazardous waste decreased by **39%** this year, and intensity decreased by **42%**; the Group is committed to improving energy efficiency, with primary energy consumption from office electricity, where total consumption and intensity increased this year, but energy-saving measures have been implemented; packaging materials do not pose a major issue for the Group's operations - Total non-hazardous waste decreased by **39% to 0.46 tonnes**, and intensity decreased by **42%**, primarily through technology-driven paper reduction[174](index=174&type=chunk) - Energy consumption primarily comes from purchased office electricity, with total consumption increasing by **26.6% to 48,856 kWh** this year, and intensity increasing by **20.6%**[176](index=176&type=chunk)[177](index=177&type=chunk) - The Group has implemented energy-saving measures, such as maintaining air conditioning at **25 degrees Celsius** and switching off unused electronic devices[176](index=176&type=chunk) [Climate Change Response](index=51&type=section&id=Climate%20Change%20Response) The Group recognizes climate change as a global challenge and is committed to action; it plans to respond to government initiatives, setting emission reduction targets of approximately **3% by 2026** from a 2020 baseline, and ensuring compliance with local regulations by 2030 or earlier; the Group has integrated climate change response into its business strategy and identified short-term, medium-term, and long-term climate-related risks and opportunities, including extreme weather events, low-carbon policy transition risks, and emerging technology impacts - The Group plans to respond to government initiatives, setting a target to reduce emissions by approximately **3% by 2026** compared to the 2020 baseline, and to ensure compliance with local regulations by 2030 or earlier[181](index=181&type=chunk) - Climate change response has been integrated into the Group's business strategy and reflected in its governance and management processes, including the establishment of an ESG working group and assessment of climate-related risks[182](index=182&type=chunk)[183](index=183&type=chunk) - The Group has identified short-term (extreme weather), medium-term (low-carbon policies, supply and demand changes), and long-term (new regulations, emerging technologies, reputational impact) climate-related risks and opportunities[185](index=185&type=chunk) [Employee Management](index=54&type=section&id=Employee%20Management) The Group values its employees as its most precious asset, striving to provide a positive work environment and career development; it strictly complies with relevant employment laws and regulations, with no significant non-compliance issues identified during the reporting period; recruitment is based on experience, skills, and ethics, while promotions are based on performance appraisals; the Group promotes a diverse and inclusive work environment, prohibiting all forms of discrimination; employees enjoy a five-day work week and various paid leaves, along with competitive remuneration and benefits; the Group prohibits child and forced labor and places high importance on occupational health and safety, with no work-related fatalities or injuries reported this year; the Group encourages employee participation in training, with an overall trained employee percentage of **67%** this year - The Group regards its employees as its most valuable asset, committed to providing a better working environment and attractive career development paths[188](index=188&type=chunk) - The Group strictly complies with relevant employment laws and regulations in Hong Kong and Thailand, with no significant non-compliance issues identified during the reporting period[189](index=189&type=chunk) - The Group is committed to fostering a diverse and inclusive work environment, prohibiting any form of discrimination or harassment[191](index=191&type=chunk) - The Group offers competitive remuneration packages and various benefits, implementing a remuneration management policy to incentivize employees[193](index=193&type=chunk) - The Group prohibits child and forced labor and regularly reviews employment practices to mitigate risks[196](index=196&type=chunk) - The Group places high importance on providing a safe and healthy work environment for employees, with no work-related fatalities or injuries reported during the reporting period[197](index=197&type=chunk)[199](index=199&type=chunk) - This year, the overall percentage of trained employees was **67%**, with an average training hour of **1.00 hour**[202](index=202&type=chunk) [Employment Management and Diversity](index=54&type=section&id=Employment%20Management%20and%20Diversity) The Group's employment management policy covers remuneration, dismissal, recruitment, promotion, working hours, holidays, diversity, equal opportunities, and anti-discrimination; recruitment is based on experience, skills, and ethics, while promotions are based on annual performance appraisals; the Group is committed to creating a diverse and inclusive work environment, prohibiting discrimination based on gender, race, religion, etc.; employees enjoy a five-day work week and various paid leaves; as of March 31, 2025, the Group had **21 employees**, with **52% male and 48% female**, and an overall turnover rate of **4.55%** - The Group's employee handbook details remuneration, dismissal, recruitment, promotion, working hours, holidays, diversity, equal opportunities, anti-discrimination, and other terms and benefits[188](index=188&type=chunk) - The Group is committed to fostering a diverse and inclusive work environment, ensuring that no employee is discriminated against in recruitment and promotion based on gender, racial background, religious beliefs, ethnicity, sexual orientation, age, disability, marital status, or family status[191](index=191&type=chunk) Employment Profile and Turnover Rate Comparison | Indicator | 2024/2025 | 2023/2024 | | :--- | :--- | :--- | | Total Employees | 21 | 20 | | Male (%) | 52% | 50% | | Female (%) | 48% | 50% | | Full-time (%) | 95% | 100% | | Part-time (%) | 5% | 0% | | Overall Turnover Rate (%) | 4.55% | 9% | [Health and Safety](index=57&type=section&id=Health%20and%20Safety) The Group's employees primarily work in offices, with relatively low occupational risks, but it still places high importance on providing a safe and healthy work environment; the Group prohibits gambling, alcohol consumption, and drug use in office areas and has established guidelines for extreme weather, computer work, and fire safety; the Group strictly complies with relevant laws and regulations such as the Occupational Safety and Health Ordinance, with no work-related fatalities or injuries reported during the period - The Group places high importance on providing a safe and healthy work environment for employees, striving to minimize potential workplace injuries[197](index=197&type=chunk) - Health and safety measures include special work arrangements for extreme weather events, computer work guidelines, and workplace fire safety[197](index=197&type=chunk) Safety Performance Comparison | Indicator | 2024/2025 | 2023/2024 | 2022/2023 | | :--- | :--- | :--- | :--- | | Number of Work-Related Fatalities | 0.00% | 0.00% | 0.00% | | Work-Related Fatality Rate | 0.00% | 0.00% | 0.00% | | Number of Work-Related Injuries | 0.00% | 0.00% | 0.00% | | Lost Workdays Due to Work-Related Injuries | 0.00% | 0.00% | 0.00% | [Training and Development](index=58&type=section&id=Training%20and%20Development) The Group values continuous employee development, encouraging staff to participate in training programs to enhance skills and knowledge; this

Financial Performance - For the six months ended September 30, 2024, the company reported revenue of HKD 19,474,000, an increase from HKD 10,537,000 in the same period of 2023, representing an increase of 84.5%[4] - The gross profit for the period was HKD 4,690,000, compared to HKD 2,531,000 in 2023, reflecting a growth of 85.3%[4] - The company incurred a loss before tax of HKD 15,920,000, an improvement from a loss of HKD 18,074,000 in the previous year, indicating a reduction in losses by 6.4%[4] - Total comprehensive loss for the period was HKD 16,057,000, compared to HKD 18,200,000 in 2023, showing a decrease of 6.3%[6] - The company’s basic loss per share improved to HKD (0.84) from HKD (0.97) in the previous year, indicating a positive trend in loss reduction[4] - The company reported a basic loss per share of HKD 15,920,000 for the six months ended September 30, 2024, compared to a loss of HKD 18,074,000 for the same period in 2023, indicating an improvement in performance[48] - The company recorded a net loss attributable to owners of approximately HKD 15.9 million, a decrease from HKD 18.1 million in 2023, indicating improved financial performance despite ongoing challenges[169] Assets and Liabilities - As of September 30, 2024, the company's total assets less current liabilities stood at HKD 13,903,000, down from HKD 28,866,000 as of March 31, 2024[10] - The company's net assets decreased to HKD 7,699,000 from HKD 23,317,000 as of March 31, 2024, reflecting a decline of 66.9%[10] - As of September 30, 2024, the company's current liabilities exceeded current assets by approximately HKD 30,103,000[24] - The company’s total liabilities as of September 30, 2024, were HKD 158,954,000[22] - Total assets as of September 30, 2024, were approximately HKD 64.3 million, down from HKD 112.7 million as of March 31, 2024, while total liabilities were approximately HKD 56.6 million[170] Cash Flow and Financing - For the six months ended September 30, 2024, the company reported a net cash outflow from operating activities of HKD 142,000, compared to a net inflow of HKD 85,000 for the same period in 2023[16] - The company reported cash and cash equivalents of HKD 3,165,000, down from HKD 4,430,000, a decrease of 28.6%[8] - The company is actively negotiating with major creditors and considering future repayment plans and financing options[24] - The company is exploring additional fundraising activities, including equity and debt financing, to support its general working capital[24] - The company has maintained a prudent treasury policy and a stable liquidity position throughout the reporting period[177] Revenue Sources - Revenue from Thailand was HKD 19,469,000, up 87.8% from HKD 10,368,000 in the previous year, while revenue from the Philippines decreased to HKD 5,000 from HKD 139,000[30] - Major customer A contributed HKD 7,406,000, a significant increase from HKD 2,174,000 in the prior period, while customer B's contribution was less than 10% of total revenue[33] - Total revenue from merchant acquiring business for the reporting period was approximately HKD 19.5 million, a significant increase from HKD 10.5 million in 2023, driven by the recovery of Chinese tourists in Thailand[160] - Merchant acquiring transaction fee revenue was approximately HKD 17.9 million, up from HKD 9.1 million in 2023, reflecting an increase of about 95.6% due to the easing of COVID-19 restrictions[160] Operational Efficiency and Cost Management - The company plans to enhance operational efficiency and implement cost control measures to improve profitability and future cash flows[24] - General administrative expenses decreased by approximately 41.1% to HKD 8.8 million from HKD 14.9 million in 2023, attributed to strengthened cost control measures[165] - The total employee costs, including key management compensation, amounted to approximately HKD 3.0 million, down from HKD 3.8 million in 2023[186] Future Outlook and Strategic Initiatives - The company has not provided specific guidance for future performance or new product developments in the current report[4] - The company is actively seeking potential business partners and distributors to expand its service coverage and revenue base in the Southeast Asian market[157] - The company anticipates continued growth in business operations and financial conditions with stakeholder support in the medium to long term[157] Convertible Bonds and Financing Costs - The company issued convertible bonds (Convertible Bond I) on June 26, 2020, with a total principal amount of HKD 11,850,000 and an annual interest rate of 7%[71] - The terms of Convertible Bond I were amended to extend the maturity date by 18 months to December 23, 2023, and the conversion price was adjusted to HKD 0.1 per share[74] - The company issued a second convertible bond (Convertible Bond II) on March 5, 2024, with a total principal amount of HKD 4,388,000 and an annual interest rate of 7%[90] - The company issued convertible bonds III on May 22, 2024, with a total principal amount of HKD 931,000 and a coupon rate of 7%[106] - The company issued convertible bonds IV on May 28, 2024, with a total principal amount of approximately HKD 1,918,000 and a coupon rate of 7%[120] - The company has issued preferred shares classified as liabilities, with a cumulative dividend rate of 9.5% per annum, reflecting ongoing financing costs[68] Market Conditions and Risks - The company faced foreign exchange risk due to operations in Thailand and the Philippines, with outstanding foreign exchange forward contracts amounting to USD 300,000 (approximately HKD 2.33 million) as of September 30, 2024[179] - The company reported that the consumption of Chinese tourists in Thailand has not yet returned to pre-pandemic levels, impacting business expansion[192]

Financial Performance - For the six months ended September 30, 2024, the group reported revenue of HKD 19,474,000, an increase from HKD 10,537,000 in the same period of 2023, representing an increase of 84.5%[7] - The gross profit for the period was HKD 4,690,000, compared to HKD 2,531,000 in 2023, reflecting a gross margin improvement[7] - The total comprehensive loss for the period was HKD 16,057,000, a decrease from HKD 18,200,000 in the previous year, indicating a reduction in losses by 6.3%[9] - The group reported a loss before tax of HKD 15,920,000, which is an improvement from a loss of HKD 18,074,000 in the same period last year, showing a 12.5% reduction in losses[7] - The company reported a basic loss per share of HKD 0.84, an improvement from HKD 0.97 in the previous year[7] - The company reported a net loss attributable to shareholders of approximately HKD 15.9 million, a decrease from HKD 18.1 million in 2023, indicating improved financial performance despite ongoing challenges[172] - The company reported a pre-tax loss of HKD 15,920,000 for the six months ended September 30, 2024, an improvement from a loss of HKD 18,074,000 in the same period of 2023[151] Assets and Liabilities - As of September 30, 2024, total assets less current liabilities amounted to HKD 13,903,000, down from HKD 28,866,000 as of March 31, 2024[13] - The group's cash and cash equivalents decreased to HKD 3,165,000 from HKD 4,430,000 as of March 31, 2024, indicating a decline in liquidity[11] - Trade receivables significantly decreased to HKD 5,822,000 from HKD 46,064,000, reflecting a reduction in outstanding receivables[11] - The total equity attributable to the company's equity holders decreased to HKD 7,699,000 from HKD 23,317,000, indicating a decline in shareholder equity[13] - As of September 30, 2024, the company's current liabilities exceeded current assets by approximately HKD 30,103,000[27] - The asset-liability ratio increased to approximately 331.3% as of September 30, 2024, compared to 88.3% on March 31, 2024, primarily due to the impact of COVID-19[173] Cash Flow and Financing - For the six months ended September 30, 2024, the company reported a net cash outflow from operating activities of HKD 142,000[19] - The company incurred a loss of approximately HKD 15,920,000 for the six months ended September 30, 2024[27] - The cash and cash equivalents at the end of the reporting period were HKD 3,165,000, down from HKD 6,907,000 at the end of the previous period[19] - The company is actively negotiating with major creditors and considering future repayment plans to address liquidity concerns[27] - The company plans to explore additional fundraising activities, including equity and debt financing, to support its general working capital[27] Revenue Sources - Revenue for the six months ended September 30, 2024, was HKD 19,474,000, representing an increase of 84.5% compared to HKD 10,537,000 for the same period in 2023[38] - Revenue from Thailand was HKD 19,469,000, up 87.8% from HKD 10,368,000 in the previous year, while revenue from the Philippines decreased to HKD 5,000 from HKD 139,000[33] - Major customer A contributed HKD 7,406,000, significantly increasing from HKD 2,174,000 in the prior period, while customer B's contribution was less than 10% of total revenue[36] - Merchant acquiring transaction fee income was approximately HKD 17.9 million, up from HKD 9.1 million in 2023, reflecting an increase of about 8.8 million HKD due to the easing of COVID-19 restrictions[163] Operational Efficiency - The company aims to improve operational efficiency and implement cost control measures to enhance profitability and future cash flow[27] - Operating costs increased to approximately HKD 14.8 million, up 84.7% from HKD 8.0 million in 2023, aligning with revenue growth[165] Investments and Acquisitions - The company completed the acquisition of bCode scanner on March 30, 2023, which is expected to enhance its service offerings and market reach[162] - There were no significant investments, acquisitions, or disposals of subsidiaries, associates, or joint ventures during the reporting period[183] Convertible Bonds and Preferred Shares - The company issued convertible bonds (Convertible Bond I) on June 26, 2020, with a total principal amount of 11,850,000 HKD and an annual interest rate of 7%[74] - The company issued a second convertible bond (Convertible Bond II) on March 5, 2024, with a total principal amount of 4,388,000 HKD and an annual interest rate of 7%[93] - The company issued convertible bonds III on May 22, 2024, with a total principal amount of HKD 931,000 and a coupon rate of 7%[109] - The company issued convertible bonds IV on May 28, 2024, with a total principal amount of approximately HKD 1,918,000 and a coupon rate of 7%[123] - The company has issued preferred shares classified as liabilities, with a cumulative dividend rate of 9.5%[71] Management and Staffing - The company currently employs 20 staff members, with 7 based in Hong Kong and 13 in Thailand[189] - The total employee costs, including key management compensation, amounted to approximately HKD 3.0 million for the reporting period, down from HKD 3.8 million in 2023[189] Market Conditions and Future Outlook - The company is actively seeking potential business partners and distributors to expand its market presence in Southeast Asia[160] - The board will continue to assess the market conditions in Thailand and the Philippines and their impact on the company's business[196] - The company reported that the consumption of Chinese tourists in Thailand has not yet returned to pre-pandemic levels, impacting business expansion[195]

a ORIENTAL PAYMENT GROUP 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的有限公司) 股份代號 : 8613 0 0 o o ■ " ■ O O 香港聯合交易所有限公司(「聯交所」)GEM(「GEM」)之特色 GEM的定位,乃為相比起其他在聯交所上市的公司帶有較高投資風險的中小型公司提供一個上市的市場。有意 投資者應瞭解投資於該等公司的潛在風險,並應經過審慎周詳的考慮後方作出投資決定。 由於GEM上市公司普遍為中小型公司,在GEM買賣的證券可能會較於主板買賣的證券承受較大的市場波動風險, 同時無法保證在GEM買賣的證券會有高流通量的市場。 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報告之內容概不負責,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報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。 本報告乃遵照聯交所GEM證券上市規則(「GEM上市規則」)之規定提供有關東方支付集團控股有限公司(「本公 司」)之資料。本公司各董事(「董事」)願對本報告所載資料共同 ...

Financial Performance - The company recorded a revenue increase of approximately 278.5% to about HKD 31.7 million for the fiscal year ending March 31, 2024, compared to HKD 8.4 million in 2023[16]. - The loss attributable to equity holders of the company was approximately HKD 37.2 million, an increase from HKD 32.2 million in 2023[16]. - The revenue growth was primarily driven by merchant acquiring transaction fee income, foreign exchange discount income, and income from marketing and distribution services[16]. - The company experienced increases in revenue, gross profit, sales and distribution costs, and general administrative expenses during the fiscal year[16]. - The total revenue for the year was approximately HKD 31.7 million, a significant increase from HKD 8.4 million in the previous year, driven by the recovery of Chinese tourists in Thailand[23]. - Merchant acquiring transaction fee revenue reached approximately HKD 28.4 million, up from HKD 6.0 million, reflecting a growth of about 373.3% due to the easing of COVID-19 restrictions[23]. - The gross profit for the year was approximately HKD 9.2 million, an increase of about 1,330.9% from approximately HKD 0.6 million in the previous year, with a gross margin rising from 7.7% to 29.1%[25]. - The company recorded a significant increase in marketing and distribution service revenue, which rose to approximately HKD 2.2 million from HKD 0.2 million, marking a growth of 1,000%[23]. - The cost of services provided increased to approximately HKD 22.5 million, a rise of about 190.9% compared to HKD 7.7 million in the previous year, aligning with revenue growth[24]. - General administrative expenses were approximately HKD 26.0 million, up 17.3% from HKD 22.1 million, primarily due to increased technical support costs related to the bCode business[28]. Business Operations - The company provides integrated payment processing services to merchants in Thailand and the Philippines, catering to Chinese tourists[16]. - The company completed the acquisition of bCode scanner on March 30, 2023, which is expected to enhance its service offerings and market reach[21]. - The company anticipates continued growth in revenue due to the 30-day visa exemption policy for Chinese tourists in Thailand, effective from September 25, 2023[20]. - The company is actively seeking new business partners and distributors to expand its service offerings in the Southeast Asian market[21]. - The company processed UnionPay transactions in Thailand, but spending by Chinese tourists has not returned to pre-COVID levels, impacting business growth[50]. - The company plans to continue evaluating market conditions in Thailand and the Philippines to assess their impact on business operations[51]. - The company aims to maintain operational stability and sustainability amid a challenging business environment, requiring more working capital[50]. Corporate Governance - The report includes compliance with the GEM listing rules and confirms the accuracy and completeness of the information provided[3]. - The board of directors is committed to ensuring the integrity of the financial reporting process and corporate governance[3]. - The company has established a strong corporate governance framework to ensure effective oversight of management[128]. - The company has complied with the corporate governance code, with some deviations noted in the chairman and managing director section[101]. - The board composition has been adjusted to meet GEM listing rules, with the appointment of Mr. Tang as an independent non-executive director who possesses the required professional qualifications[115]. - The company has adopted a policy for obtaining independent opinions and views, enhancing its governance practices[103]. - The board has adopted various policies including a shareholder communication policy and a diversity policy for board members[103]. - The company has emphasized the importance of technology in its business processes[111]. - The board is responsible for overseeing and maintaining an appropriate and effective risk management and internal control system, which is reviewed annually[157]. Financial Management - The financing costs decreased to approximately HKD 2.7 million from HKD 5.6 million, indicating improved financial management[31]. - The net proceeds from the share issuance amounted to approximately HKD 51.1 million, with an unutilized balance of about HKD 5.7 million carried over to the current year[48]. - The company has reallocated approximately HKD 9.8 million and HKD 7.1 million from the original intended uses for improving smart point-of-sale terminals and expanding payment processing services, respectively, to operational funding[51]. - The company has allocated HKD 10.0 million for working capital, ensuring it can meet operational demands[48]. - The company incurred an outstanding debt amounting to $561,142 (approximately HKD 4,388,000) due to service fees related to business development, technology management, and IT support[55]. - The net proceeds from the issuance of the convertible bonds in February 2024 were approximately HKD 4,388,000, which were used to offset the outstanding debt[55]. Environmental, Social, and Governance (ESG) - The group has established an Environmental, Social, and Governance (ESG) working group to manage and monitor sustainable development performance[181]. - The group conducted a comprehensive materiality assessment in 2022/23 to identify significant ESG issues impacting the business and stakeholders[185]. - The group maintains open communication channels with stakeholders, including shareholders, employees, customers, and suppliers, to enhance investor relations[184]. - The group has committed to adhering to all "comply or explain" provisions of the ESG guidelines[179]. - The company emphasizes the importance of sustainability and aims to improve resource efficiency and environmental performance in its operations[196]. - The company strictly complies with all relevant environmental laws and regulations, with no significant violations reported during the reporting period[197]. - The company has established clear emission reduction targets, which will be reviewed and updated by the management and board[196]. - The company advocates for a green and sustainable work environment, emphasizing waste management and adherence to the four "Rs" environmental principles[196]. Board Composition and Diversity - The company has a diverse board with members holding various positions in regulatory and advisory committees, enhancing governance and strategic oversight[84]. - The board's composition reflects a commitment to diversity and expertise, with members holding qualifications from prestigious institutions and professional bodies[88]. - The company emphasizes the importance of employee diversity and aims to maintain a balanced gender ratio through recruitment efforts[124]. - The nomination committee will continue to consider diversity as a key factor in future board appointments[123]. - The board has successfully met measurable diversity goals during the year, including gender diversity[122]. - As of March 31, 2024, the gender ratio among employees, including senior management, is balanced at 50:50[124]. Audit and Compliance - The audit committee held three meetings during the year to review financial reports and internal controls[133]. - The remuneration committee conducted four meetings to assess executive performance and approve compensation terms[137]. - The company has complied with GEM listing rules by appointing at least three independent non-executive directors[131]. - The audit committee's responsibilities include independent reviews of financial reporting and risk management systems[132]. - The company paid a total of HKD 630,000 for audit services and HKD 95,000 for non-audit services during the year[156]. - The company’s auditors provided a report confirming the responsibility for the preparation of the consolidated financial statements[151].

Financial Performance - For the six months ended September 30, 2023, the company reported revenue of HKD 10,537,000, a significant increase of 199% compared to HKD 3,517,000 for the same period in 2022[4] - The cost of services provided for the same period was HKD 8,006,000, up from HKD 2,922,000 in 2022, resulting in a gross profit of HKD 2,531,000, compared to HKD 595,000 in the previous year[4] - The company recorded a loss before tax of HKD 18,074,000 for the six months ended September 30, 2023, a slight improvement from a loss of HKD 19,897,000 in the same period of 2022[4] - Total comprehensive loss for the period was HKD 18,200,000, compared to HKD 20,503,000 in the previous year, indicating a reduction in overall losses[6] - The company reported a basic and diluted loss per share of HKD 0.97 for the six months ended September 30, 2023, an improvement from HKD 1.66 in the same period of 2022[4] - The total loss attributable to equity holders for the six months ended September 30, 2023, was HKD 18,074,000, a decrease from HKD 19,897,000 in the same period of 2022[38] - The company recorded a net loss attributable to shareholders of approximately HKD 18.1 million for the reporting period, a decrease from HKD 19.9 million in 2022[1] Assets and Liabilities - As of September 30, 2023, the company's total assets less current liabilities stood at HKD 45,754,000, down from HKD 58,925,000 as of March 31, 2023[10] - The company's net asset value decreased to HKD 40,035,000 from HKD 52,352,000 as of March 31, 2023, reflecting a decline in equity[10] - Trade receivables increased to HKD 13,320,000 from HKD 8,326,000, indicating a growth in outstanding customer payments[8] - The company’s accumulated losses increased to HKD 123,950,000 as of September 30, 2023, from HKD 105,876,000 as of April 1, 2023[12] - The company’s total liabilities included a repayment of bonds amounting to HKD 8,162,000 during the financing activities[14] - The total assets and total liabilities as of September 30, 2023, were approximately HKD 91.6 million and HKD 51.6 million, respectively, compared to HKD 111.5 million and HKD 59.1 million as of March 31, 2023[2] Cash Flow and Financing - The net cash used in operating activities for the six months ended September 30, 2023, was HKD 10,964,000, compared to a net cash used of HKD 10,813,000 in the same period of 2022[14] - The company reported a net cash used in financing activities of HKD 2,730,000 for the six months ended September 30, 2023, compared to HKD 5,244,000 in the previous year[14] - Cash and cash equivalents decreased by HKD 4,049,000 during the reporting period, ending with HKD 6,907,000 compared to HKD 11,015,000 at the beginning of the period[14] - The company issued share capital amounting to HKD 5,883,000 during the financing activities, contributing to the overall cash flow[14] - The company has allocated HKD 12.8 million for improving smart point-of-sale terminals, with HKD 2.4 million remaining unutilized as of September 30, 2023[122] Operational Developments - The company has not disclosed any new product developments or market expansion strategies during this reporting period[4] - There were no significant mergers or acquisitions reported in the latest financial results[4] - The company completed the acquisition of bCode optical scanning technology on March 30, 2023, which will enhance its service offerings in the Philippines[91] - The company continues to monitor the impact of the COVID-19 pandemic on its operations and is adjusting its business strategies accordingly[89] - The company anticipates ongoing challenges in its Thai operations due to residual effects of the pandemic and competition from other tourist destinations[89] Shareholder Information - The company did not recommend any dividend for the six months ended September 30, 2023, consistent with the previous year[40] - The company has no predetermined dividend payout ratio and any future dividends will depend on various factors including operating performance and financial condition[6] - The company’s total issued and paid-up ordinary shares as of September 30, 2023, is 1,898,106,667[73] - Major shareholder Mobile Technology Holdings Limited holds 476,666,667 shares, accounting for approximately 25.11% of the company's issued shares[140] - The company has not granted any options under the share option scheme since its adoption on September 18, 2018, with a total of 100,000,000 shares available for issuance under the scheme, representing 10% of the total shares issued at the time of listing[162] Corporate Governance - The company has adopted the corporate governance code as a framework to protect shareholder interests and enhance corporate value since its listing on GEM on October 16, 2018[148] - The board of directors believes that the current arrangement of combining the roles of CEO and Chairman is beneficial for timely decision-making[150] - The company has not complied with certain GEM listing rules regarding the number of independent non-executive directors and the composition of the audit committee[153] - The company is committed to maintaining high standards of corporate governance and will review its board structure regularly[151] - The audit committee reviewed the interim financial statements and found them to comply with applicable accounting standards and adequately disclosed[166]

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示概不就因本公告全部或任何 部分內容而產生或因依賴該等內容而引致的任何損失承擔任何責任。 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） 2023年中期業績公告 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9月30日止六個月的未經審核簡明 綜合中期業績。本公告載有本公司2023年中期報告全文，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」）有關隨附中期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11月9日 於本公告日期，董事會包括執行董事曾志傑先生；非執行董事蕭恕明先生；以及獨 ...

Financial Performance - For the three months ended June 30, 2023, the company reported revenue of HKD 5,378,000, a 118% increase compared to HKD 2,463,000 in the same period of 2022[4] - Gross profit for the same period was HKD 1,473,000, up 114% from HKD 689,000 year-over-year[4] - The company recorded a loss before tax of HKD 6,778,000, which is a 42% improvement compared to a loss of HKD 11,696,000 in the previous year[4] - Basic and diluted loss per share for the period was HKD 0.36, compared to HKD 0.97 in the same period last year[4] - Other income increased significantly to HKD 4,516,000 from HKD 364,000, marking a growth of 1,143%[4] - Total comprehensive loss for the period was HKD 6,771,000, compared to HKD 12,048,000 in the previous year, indicating a reduction of 44%[7] - Merchant acquiring transaction fee income rose to HKD 4,329,000, up 149% from HKD 1,740,000 in the previous year[19] - The group recorded a gross profit of approximately HKD 1,473,000, representing an increase of about 113.8% compared to HKD 689,000 in the same period last year[63] - The group experienced a net loss of approximately HKD 6,778,000, a decrease from HKD 11,696,000 in 2022, attributed to increased revenue and gross profit offsetting higher administrative expenses[69] Equity and Liabilities - The company’s total equity attributable to equity holders as of June 30, 2023, was HKD 45,581,000, down from HKD 52,352,000 at the beginning of the period[11] - As of June 30, 2023, the total liability and equity portions of the convertible bonds were HKD 11,883,000 and HKD 12,128,000, respectively, totaling HKD 24,011,000[44] - The actual interest rates for the original and new convertible bonds were 21.93% and 8.85%, respectively[44] Corporate Actions and Governance - The company completed the sale of Global Principal Investment Limited on April 18, 2023, for a total cash consideration of HKD 1[35] - The company did not declare any dividends for the three months ended June 30, 2023, consistent with the previous year[34] - The board approved the first quarter financial statements on August 9, 2023[53] - The audit committee has reviewed the first quarter financial statements and believes they comply with applicable accounting standards and have made sufficient disclosures[98] - The board of directors has adopted various governance policies, including a shareholder communication policy and an anti-corruption policy, to enhance corporate governance standards[90] - The company remains committed to high standards of corporate governance to protect shareholder interests and enhance corporate value[89] - The board has acknowledged non-compliance with certain GEM Listing Rules regarding the composition of the audit committee and remuneration committee[96] - As of the report date, the number of independent non-executive directors is below the minimum required by GEM Listing Rules, which mandates at least three independent non-executive directors[92] - The company is actively seeking suitable candidates to fill the vacancies of independent non-executive directors to comply with GEM Listing Rules within three months from July 21, 2023[93] Market and Operational Strategies - The company primarily operates in Thailand and the Philippines, focusing on merchant acquiring services[13] - The company continues to explore new strategies for market expansion and product development in the Southeast Asian region[13] - The acquisition of bCode scanner technology was completed on March 30, 2023, allowing the group to extend its service offerings in the Philippines[58] - Market promotion and distribution service income increased by approximately HKD 550,000, mainly due to the reopening of the border between mainland China and Hong Kong in January 2023 and the commencement of bCode operations in the Philippines[60] - The company will continue to monitor the impact of the COVID-19 pandemic on its financial condition and operational performance, adjusting its business strategies accordingly[57] Share Capital and Ownership - The company’s total issued shares as of June 30, 2023, amounted to 1,859,566,667 shares[82] - Mr. Zeng holds 4,880,000 shares directly and has an interest in 200,000,000 shares through Gold Track Ventures Limited, representing approximately 10.76% of the company[79] - Major shareholder Mobile Technology Holdings Limited owns 476,666,667 shares, accounting for 25.63% of the company[84] - Mr. Cai has an interest in 304,460,000 shares through controlled entities, representing approximately 16.37% of the company[84] - The company has not issued any share options since the adoption of the share option plan on September 18, 2018, and currently has 100,000,000 shares available for issuance under the plan, representing approximately 5.27% of the total issued shares as of the report date[97] Financial Management - Financing costs decreased to HKD 803,000 from HKD 1,477,000 in the previous year, reflecting a reduction in interest expenses[24] - Employee costs decreased to HKD 2,355,000 from HKD 3,853,000, indicating a reduction in overall personnel expenses[24] - The company did not incur any income tax expenses due to tax losses generated during the period[27] - The company confirmed a loss of approximately HKD 1,100,000 due to non-significant amendments to the convertible bonds terms[39] - The company recognized an adjustment of approximately HKD 5,216,000 as a gain from the cancellation of the original convertible bonds[42] - The company has no outstanding foreign exchange forward contracts as of June 30, 2023, compared to approximately $1,451,000 (equivalent to about HKD 11,392,000) as of March 31, 2023[75] - As of June 30, 2023, the company reported no significant contingent liabilities, consistent with the previous period[76] - There were no significant investments, acquisitions, or disposals during the reporting period, similar to 2022[77] - The company continues to monitor foreign exchange risks and will consider applicable derivative instruments as necessary[75]