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]

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年第一季度業績公告 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6月30日止三個月的未經審核簡明 綜合季度業績。本公告載有本公司2023年第一季度報告全文，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」）有關隨附第一季度業績初步公告 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8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 - The company reported a revenue increase of approximately 115.3% to about HKD 8.4 million for the fiscal year ending March 31, 2023, compared to HKD 3.9 million in 2022[12]. - The loss attributable to equity holders of the company was approximately HKD 32.2 million, a decrease from HKD 38.5 million in the previous year[12]. - The revenue growth was primarily driven by merchant acquiring transaction fee income, foreign exchange discount income, and market promotion and distribution service income[12]. - The total revenue for the year was approximately HKD 8.4 million, an increase from HKD 3.9 million in 2022, driven by a rise in merchant acquiring transaction fee income to HKD 6.0 million from HKD 2.4 million[20]. - The gross profit for the year was approximately HKD 0.6 million, up from HKD 0.3 million in the previous fiscal year, reflecting a gross margin increase from 7.4% to 7.7%[23]. - General administrative expenses rose by approximately 19.4% to HKD 22.1 million, primarily due to increased legal and professional fees as well as research and development expenditures[24]. - The group recorded a net loss attributable to owners of approximately HKD 32.2 million, a decrease from HKD 38.5 million in 2022, mainly due to the net effects of revised convertible bond losses and gains[31]. - The group’s service costs totaled approximately HKD 7.7 million, reflecting a 114.7% increase compared to HKD 3.6 million in 2022, consistent with revenue growth[22]. Business Environment and Risks - The company continues to face uncertainties in the business environment due to the ongoing impact of the COVID-19 pandemic, which may slow down future business prospects[13]. - The group faced significant adverse impacts on revenue due to the ongoing effects of the COVID-19 pandemic, particularly from the suspension of international flights to Thailand[18]. - The group has engaged an IT company to explore payment and marketing value-added services in the Asia-Pacific region, focusing on local consumption and cross-border e-commerce[18]. - The group faces several risks, including reliance on major customers and foreign exchange risks, which could adversely affect operations and profitability[42]. Acquisitions and Investments - The acquisition of bCode scanner completed on March 30, 2023, is expected to enhance the group's service offerings and expand its market reach[19]. - The company completed the acquisition of assets from Mobile Technology Holdings Limited for USD 6,050,000 (approximately HKD 47.5 million) on March 30, 2023[36]. - The acquisition allows the group to expand its service offerings by providing advanced payment services to merchants, facilitating easier acceptance of e-wallet payments[38]. Financial Position and Capital Management - As of March 31, 2023, the group had current assets of approximately HKD 46.9 million, a decrease from HKD 58.1 million as of March 31, 2022[32]. - Total assets and total liabilities as of March 31, 2023, were approximately HKD 111.5 million and HKD 59.1 million, respectively, compared to HKD 82.0 million and HKD 58.5 million in the previous year[32]. - The debt-to-equity ratio as of March 31, 2023, was 33.8%, significantly improved from 83.5% as of March 31, 2022[32]. - The company has revised the allocation of unutilized proceeds, reallocating approximately HKD 5.0 million from the original purposes to operational funding[47]. - The company has identified the need for additional operational funding to maintain business stability amid a challenging operating environment[47]. Shareholder and Capital Raising Activities - The net proceeds from the listing amounted to approximately HKD 51.1 million, with an unutilized net amount of HKD 17.8 million carried forward to the current year[45]. - The company issued 200,000,000 new ordinary shares, representing 20% of the existing issued share capital as of January 31, 2022, and approximately 16.67% post-issuance[54]. - The net proceeds from the subscription amounted to approximately HKD 15,453,000, with HKD 10,817,000 allocated for working capital and HKD 4,636,000 for unspecified investments[55]. - A second subscription of 34,900,000 shares was completed on January 10, 2023, raising approximately HKD 4.65 million, with a subscription price of HKD 0.134 per share, reflecting an 18.79% discount to the closing price on December 22, 2022[57]. - The company plans to use the net proceeds from the placement primarily for debt repayment and general working capital, with approximately HKD 2.6 million allocated for debt repayment and HKD 11.2 million for operational needs[64]. Employee and Management Overview - As of March 31, 2023, the group employed a total of 27 employees, down from 32 employees as of March 31, 2022[65]. - Total employee costs for the year were approximately HKD 14.1 million, compared to HKD 13.7 million in 2022, reflecting an increase of about 2.9%[65]. - The group provides eligible employees with additional benefits, including stock options and training programs[67]. - The executive director, Mr. Tsang, has extensive experience in cross-border mergers and acquisitions, corporate financing, and financial accounting[69]. - The group’s management team includes members with diverse backgrounds in finance, engineering, and technology, enhancing its strategic capabilities[80]. Corporate Governance and Compliance - The company has complied with the GEM listing rules and strengthened its corporate governance framework[88]. - The board has implemented several policies including a shareholder communication policy and a diversity policy for board members[90]. - The company has established a strong corporate governance structure to ensure effective oversight of management, with the roles of Chairman and CEO being separated as per the corporate governance code[115]. - The Audit Committee held four meetings during the year, reviewing the audited financial information for the year ended March 31, 2022, and the unaudited financial information for the subsequent quarters[118]. - The company has established a Compensation Committee to ensure a formal and transparent process for determining the remuneration of directors and senior management[121]. Environmental, Social, and Governance (ESG) Initiatives - The company has established an Environmental, Social, and Governance (ESG) working group to manage and monitor sustainable development performance[165]. - The ESG report covers the period from April 1, 2022, to March 31, 2023, detailing policies and performance related to environmental and social aspects[159]. - The report indicates that the company has complied with all "comply or explain" provisions of the ESG guidelines[163]. - The company emphasizes the importance of sustainability and aims to integrate sustainable practices into daily management, focusing on resource efficiency and environmental performance[179]. - The company has set clear emission reduction targets and will continue to review and update its environmental key performance indicators[179].

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].