Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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WISDOM SPORTS GROUP 智美體育集團

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1661)

ANNUAL RESULTS ANNOUNCEMENT FOR THE YEAR ENDED 31 DECEMBER 2021

CONSOLIDATED RESULTS

The board (the “ Board ”) of directors (the “ Directors ” and each a “ Director ”) of Wisdom Sports Group (the “ Company ”) is pleased to announce the audited consolidated results of the Company and its subsidiaries (collectively, the “ Group ”) for the year ended 31 December 2021 (the “ Reporting Period ”) as follows:

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2021

Note Revenue 4 Cost of services Gross loss Other income 5 Other losses 6 Selling and distribution expenses General and administrative expenses Loss from operations Finance costs Share of results of associates Loss before tax Income tax expense 8 Loss for the year 9 Attributable to: Owners of the Company Non-controlling interests	2021 *RMB’000* 12,172 (12,384) (212) 19,416 (30,221) (2,667) (30,513) (44,197) (7) (172) (44,376) (3,503) (47,879) (47,848) (31) (47,879)	2020 RMB’000 8,942 (9,323) (381) 17,838 (9,983) (1,940) (45,514) (39,980) (36) (913) (40,929) (5,612) (46,541) (43,985) (2,556) (46,541)

Note Other comprehensive income Items that will not be reclassified to profit or loss: Financial assets at fair value through other comprehensive income – net movement in fair value reserve (non- recycling) Fair value gain on property, plant and equipment transferred to investment properties Other comprehensive income for the year, net of tax Total comprehensive expense for the year Attributable to: Owners of the Company Non-controlling interests Loss per share attributable to owners of Company 11 Basic and diluted	2021 *RMB’000* 17,317 5,084 22,401 (25,478) (25,447) (31) (25,478) RMB(0.03)	2020 RMB’000 12,138 – 12,138 (34,403) (31,847) (2,556) (34,403) RMB(0.03)

AT 31 DECEMBER 2021

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

Notes ASSETS Non-current assets Property, plant and equipment Right-of-use assets Investment properties Intangible assets Financial assets at fair value through other comprehensive income Other receivables Investments in associates Deferred tax assets Other non-current assets Total non-current assets Current assets Inventories Financial assets at fair value through profit or loss Trade and bills receivables 12 Other receivables Prepayments and other current assets Cash and cash equivalents Total current assets TOTAL ASSETS EQUITY AND LIABILITIES Equity attributable to owners of the Company Share capital Reserves Non-controlling interests TOTAL EQUITY	2021 *RMB’000* 48,609 – 8,810 2,401 61,856 60,000 30,300 6,720 22,164 240,860 2,184 59,356 1,700 111,233 43,819 127,443 345,735 586,595 2,454 532,533 534,987 (652) 534,335	2020 RMB’000 64,479 147 – 3,225 84,142 50,000 10,896 6,720 20,370 239,979 2,205 62,064 1,552 132,632 31,773 137,696 367,922 607,901 2,454 557,981 560,435 (622) 559,813

Notes LIABILITIES Current liabilities Trade payables 13 Other payables and accrued expenses Contract liabilities Lease liabilities Income tax payables Total current liabilities TOTAL LIABILITIES TOTAL EQUITY AND LIABILITIES NET CURRENT ASSETS	2021 *RMB’000* 4,888 20,265 2,127 – 24,980 52,260 52,260 586,595 293,475	2020 RMB’000 15,421 10,706 910 324 20,727
		48,088
		48,088
		607,901
		319,834

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021

1. GENERAL INFORMATION

Wisdom Sports Group (the “ Company ”) was incorporated in the Cayman Islands as an exempted company with limited liability under the Companies Law, Cap 22 (2012 Revision) of the Cayman Islands on 21 March 2012 and its shares are listed on the Main Board of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”). Its ultimate controlling party is Ms. Ren Wen, who is also the Chairlady of the Board of the Company. The address of the registered office is Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111, Cayman Islands and the principal place of business of the Company in China is 7/F, Block 1, No. 16, Xinyuanli, Chaoyang District, Beijing, the People’s Republic of China (the “ PRC ”). The Company is an investment holding company. The Company and its subsidiaries (collectively referred to as the “ Group ”) is principally engaged in the provision of events operation and marketing services, and sports services in the PRC.

2. BASIS OF PREPARATION

These consolidated financial statements have been prepared in accordance with all applicable Hong Kong Financial Reporting Standards (“ HKFRSs ”) issued by the Hong Kong Institute of Certified Public Accountants (the “ HKICPA ”). HKFRSs comprise Hong Kong Financial Reporting Standards (“ HKFRS ”); Hong Kong Accounting Standards (“ HKAS ”); and Interpretations. These consolidated financial statements also comply with the applicable disclosure provisions of the Rules Governing the Listing of Securities on the Stock Exchange and with the disclosure requirements of the Hong Kong Companies Ordinance.

The HKICPA has issued certain new and amendments to HKFRSs that are first effective or available for early adoption for the current year of the Group. Note 3 to the consolidated financial statements provides information on any changes in accounting policies resulting from initial application of these developments to the extent that they are relevant to the Group for the current and prior years reflected in these consolidated financial statements.

3. ADOPTION OF NEW AND AMENDMENTS TO HKFRSs

In the current year, the Group has applied the following amendments to HKFRSs issued by the Hong Kong Institute of Certified Public Accountants (“ HKICPA ”) for the first time, which are mandatorily effective for the annual periods beginning on or after 1 January 2021 for the preparation of the consolidated financial statements:

(a) Application of new and amendments HKFRSs

Amendment to HKFRS 16 Covid-19 Related Rent Concessions Amendments to HKFRS 9, HKAS 39, Interest Rate Benchmark Reform – Phase 2 HKFRS 7, HKFRS 4 and HKFRS 16

The application of the amendments to HKFRSs in the current year has had no material impact on the Group’s financial positions and performance for the current and prior years and/or on the disclosures set out in these consolidated financial statements.

(b) New and amendments HKFRSs in issue but not yet effective

The Group has not early applied any new and amendments to HKFRSs that have been issued but are not yet effective for annual periods beginning 1 January 2021. These new and amendments to HKFRSs include the following which may be relevant to the Group.

HKFRS 17	Insurance Contracts and the related
	Amendments3
Amendments to HKFRS 3	Reference to the Conceptual Framework2
Amendments to HKFRS 10 and HKAS 28	Sale or Contribution of Assets between an
	Investor and its Associate or Joint Venture4
Amendment to HKFRS 16	Covid-19-Related Rent Concessions beyond 30
	June 20211
Amendments to HKAS 1	Classification of Liabilities as Current or
	Non-current and related amendments to Hong
	Kong Interpretation 5 (2020)3
Amendments to HKAS 1 and	Disclosure of Accounting Policies3
HKFRS Practice Statement 2
Amendments to HKAS 8	Definition of Accounting Estimates3
Amendments to HKAS 12	Deferred Tax related to Assets and Liabilities
	arising from a Single Transaction3
Amendments to HKAS 16	Property, Plant and Equipment – Proceeds
	before Intended Use2
Amendments to HKAS 37	Onerous Contracts – Cost of Fulfilling a
	Contract2
Amendments to HKFRSs	Annual Improvements to HKFRSs 2018-20202

1 Effective for annual periods beginning on or after 1 April 2021.

2 Effective for annual periods beginning on or after 1 January 2022.

3 Effective for annual periods beginning on or after 1 January 2023.

4 Effective for annual periods beginning on or after a date to be determined.

The Group is in the process of making an assessment of what the impact of these amendments and new standards is expected to be in the period of initial application. So far it has concluded that the adoption of them is unlikely to have a significant impact on the consolidated financial statements.

4. REVENUE

An analysis of the Group’s revenue for the year is as follows:

Events operation and marketing income Sports services income Timing of revenue recognition – At a point in time – Over time 5. OTHER INCOME Interest income from treasury products Interest income from loans to companies Interest income from fund investments in a partnership Interest income from short-term bank deposits Dividend income from a financial asset at fair value through other comprehensive income Government grants Rental income Others Gain from waiver of other payable	2021 *RMB’000* 9,143 3,029 12,172 2021 *RMB’000* 11,517 445 12,172 2021 *RMB’000* 1,183 2,875 13,054 11 – – 605 216 1,472 19,416	2020 RMB’000 671 8,271
		8,942
		2020 RMB’000 7,759 1,183
		8,942
		2020 RMB’000 5,972 4,084 2,375 30 4,820 307 – 250 –
		17,838

6. OTHER LOSSES

Allowance for impairment of trade and bills receivables Allowance for impairment of other receivables Exchange loss Fair value gain/(loss) on financial assets at fair value through profit or loss (Loss)/gain on disposals of financial assets at fair value through profit or loss Impairment of investments in associates Loss on disposal of intangible assets Gain/(loss) on disposals of property, plant and equipment Gain on disposal of a right-of-use asset Write-off of a trade receivable Write-off of other receivables Write-off of a prepayment Others Gain on deregistration of subsidiaries	2021 *RMB’000* (855) (21,959) (3,922) 13,717 (16,938) – – 9 – – – – (380) 107 (30,221)	2020 RMB’000 (4,552) (2,757) (3,368) (3,565) 14,710 (524) (3,392) (85) (124) (1,111) (1,983) (1,707) (1,525) – (9,983)

7. SEGMENT INFORMATION

The segment information provided to the chief operating decision maker for the reportable segments for the years ended 31 December 2021 and 2020 is as follows:

Year ended 31 December 2021

Revenue Cost of services Segment results Other income Other losses Selling and distribution expenses General and administrative expenses Finance costs Share of results of associates Income tax expense Loss for the year	Events Operation and Marketing *RMB’000* 9,143 (12,156) (3,013)	Sports Services *RMB’000* 3,029 (228) 2,801	Total *RMB’000* 12,172 (12,384) (212) 19,416 (30,221) (2,667) (30,513) (7) (172) (3,503) (47,879)

Year ended 31 December 2020

Events Operation and Marketing RMB’000 Revenue 671 Cost of services – Segment results 671 Other income Other losses Selling and distribution expenses General and administrative expenses Finance costs Share of results of associates Income tax expense Loss for the year	Sports Services RMB’000 8,271 (9,323) (1,052)	Total RMB’000 8,942 (9,323) (381) 17,838 (9,983) (1,940) (45,514) (36) (913) (5,612) (46,541)

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8. INCOME TAX EXPENSES

Income tax has been recognised in profit or loss as follows:

Current tax Provision for the year – the PRC Over-/(under-) provision in prior years Deferred tax	2021 *RMB’000* (3,503) – (3,503) – (3,503)	2020 RMB’000 (3,900) 896 (3,004) (2,608) (5,612)

9. LOSS FOR THE YEAR

The Group’s loss for the year is stated after charging/(crediting) the following:

Amortisation of intangible assets Cost of inventories utilised Depreciation of property, plant and equipment Depreciation of right-of-use asset Donation Fair value (gain)/loss on listed equity securities of financial assets at fair assets at fair value through profit or loss_(note 6) Fair value loss/(gain) disposals of listed equity securities on financial assets at fair value through profit or loss(note 6) (Gain)/loss on disposals of property, plant and equipment(note 6) Loss on disposal of a subsidiary Gain on disposal of a right-of-use asset(note 6) Staff costs – Salaries, bonuses and allowances – Retirement benefits scheme contributions Auditor’s remuneration Allowance for impairment of trade and bills receivables(note 6) Allowance for impairment of other receivables(note 6) Write-off of a trade receivable(note 6) Write-off of a other receivable(note 6) Write-off of a prepayment(note 6) Impairment of investments in associates(note 6)_	2021 *RMB’000* 824 – 13,010 147 – (13,717) 16,938 (9) – – 4,350 417 1,100 855 21,959 – – – –	2020 RMB’000 988 5 13,006 581 200 3,565 (14,710) 85 3,392 124 7,056 807 1,150 4,552 2,757 1,111 1,983 1,707 524

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10. DIVIDENDS

The Board of Directors does not recommend the payment of any dividend in respect of the years ended 31 December 2021 and 2020.

11. LOSS PER SHARE

The calculation of the basic and diluted loss per share attributable to owners of the Company is based on the following:

Loss attributable to owners of the Company Loss for the purpose of calculating basic and diluted loss per share Number of shares Weighted average number of ordinary shares for the purpose of calculating basic and diluted loss per share	2021 *RMB’000* (47,848) 2021 *’000* 1,592,942	2020 RMB’000 (43,985) 2020 ’000 1,592,942

The computation of diluted loss per share did not assume the exercise of the Company’s outstanding share options as the exercise price of those share options was higher than the average market price for shares for the years ended 31 December 2021 and 2020.

12. TRADE AND BILLS RECEIVABLES

Trade and bills receivables Less: Allowance for impairment of trade and bills receivables	2021 *RMB’000* 16,175 (14,475) 1,700	2020 RMB’000 25,172 (23,620) 1,552

The Group generally allows an average credit period of 180 days (2020: 180 days) for its customers. Each customer has a maximum credit limit. The Group seeks to maintain strict control over its outstanding receivables. Overdue balances are reviewed regularly by the Directors.

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The aging analysis of trade and bills receivables, net of allowance for impairment of trade and bills receivables, presented based on the invoice dates is as follows:

Within 1 month 1 to 3 months 4 to 6 months 7 to 12 months 1 to 2 years	2021 *RMB’000* – 1,084 475 141 – 1,700	2020 RMB’000 274 3 5 – 1,270
		1,552

The carrying amounts of the Group’s trade and bills receivables are all denominated in RMB.

13. TRADE PAYABLES

Trade payables	2021 *RMB’000* 4,888	2020 RMB’000 15,421

Trade payables comprised amounts due to suppliers for purchase of goods or services used in regular course of business. Trade payables are non-interest bearing and generally due upon demand. The aging analysis of trade payables based on the invoice dates is as follows:

Within 1 month 1 to 3 months 4 to 6 months 7 to 12 months Over 12 months	2021 *RMB’000* – 207 71 – 4,610 4,888	2020 RMB’000 119 – – – 15,302
		15,421

The carrying amounts of the Group’s trade payables are all denominated in RMB.

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MANAGEMENT DISCUSSION AND ANALYSIS

Group Overview

Due to the outbreak of the novel coronavirus (the “ COVID-19 ”) pandemic on a certain scale from time to time in 2021, major events in the sports industry have been deeply affected, and many events are still unable to be held as scheduled.

Many large-scale marathon events operated by the Group, including the Nanchang Marathon (南昌馬拉松), the Shenzhen Marathon (深圳馬拉松), the Jinan Marathon (濟南馬拉松), the Tumushuke Marathon (圖木舒克馬拉松) in Xinjiang and the Lu’an Marathon* (六安馬拉松) in Anhui, for which a lot of preliminary preparations and engagements had been performed, had to be cancelled or postponed one after another due to the recurring pandemic.

However, even though offline events could not be held as scheduled due to the impact of the pandemic, the Group still actively carried out market activities such as market development and promotion of innovation, to lay a foundation for the long-term development of the Company and its event brand. During the year, the Group actively explored the operation model of online events, including trying to hold various themed events integrated with new media such as Douyin, WeChat official account, Weibo and other vertical applications, so as to accumulate practical experience for subsequent development and seek new sources of profit growth. After negotiation with the organisers and sponsors, the Group decisively initiated the auxiliary plan for online marathon events by successively holding the online events in relation to the Nanchang Marathon (南昌馬拉松), the Tumushuke Marathon (圖木舒克馬拉松) and the Shenzhen Marathon* (深圳馬拉松) from October to December 2021. At the same time, the Group reserved the continuous operating rights to hold relevant offline events, which guaranteed the cooperation contracts with event sponsors, and also provided continuous services to players. At the end of 2021, the Group signed a marathon event extension service agreement with Nanchang City and Tumushuke City, respectively, ensuring that the Group’s interests in the events and related business benefits were not affected.

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Outlook of the Industry and the Group

As a professional operator in China’s sports industry, the Group has accumulated extensive experience in safety assurance, medical care, hygiene and other aspects regarding the sports events in respect of the “five life protection lines”, and possesses very complete management process, facilities and equipment and professionals, which demonstrate the Group’s leading and exemplary role in the whole industry. Particularly, under the premise that a severe incident happened during the cross-country race held in Baiyin City, Gansu Province, China in May 2021 which drew much attention to the safety of sports events, such advantages were fully recognised by the competent authorities of industry, government organisers and industry partners, and also laid a good foundation for the subsequent cooperation with governments in large-scale sports events.

In addition, the Group also actively opened its resources, strengthened industry integration, and cooperated with other domestic event operators, event suppliers and media and intermediaries to operate events and share resources, so as to reduce event operating costs, expand sources and channels of business revenue, and overcome difficulties hand in hand. At present, the Group has reached comprehensive cooperation with local governments for sports and cultural activities in the southern Xinjiang region, and has planned to conduct long-term operations through mass sports activities (such as city games, and basketball and football league matches), youth sports training and selection (youth training bases, establishment of traditional sports schools and training camps) and the operation of sports and cultural venues.

In terms of cross-industry collaboration, the Group has opened its mind to establish strategic cooperation with large central enterprises and state-owned enterprises in China, and carried out aggressive exploration, research and promotion in urban sports infrastructure construction, and planning, construction, operation and maintenance of large-scale sports parks and sports industrial parks. In terms of industrial deployment, the Group has also adjusted the operational focus accordingly to strengthen other themed, small-scale, multi-frequency and high-frequency sports events and sports education and training business, and focus on cooperation with governments to undertake the engagements of governments for the service needs in the health industry, thereby surviving the winter of the pandemic at a low cost.

Meanwhile, the Group strictly controlled costs, so that resources could be used properly and cost effectiveness was optimised. The Group prudently managed its self-owned funds, and improved the return of its self-owned funds through moderate investment in bank wealth management and financial products, to strengthen the financial position of the Group.

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The management expects that the pandemic will be gradually brought under control, economic activities will continue to resume, and people’s lives and national economic development will also enter the existing track and move forward. The “National Fitness Plan (2021-2025)” issued by the State Council of the PRC, sets out certain arrangements for the promotion of the development of national fitness at a higher level in the coming period to better meet the needs of the people for fitness and health, which also offers a rare opportunity for the Group. In this regard, the Group will adhere to the mission of “Wisdom in the mind and fitness in the body” to provide safe and high-quality sports products and services for hundreds of millions of sports enthusiasts, and will develop the industrial culture and create a social atmosphere for national fitness with the spirit of entrepreneurship, so as to promote the high-quality development of the sports industry which has broad prospects and promising future.

FINANCIAL REVIEW

During the reporting period, the Group had two business divisions which represented two reportable operating segments, namely:

(a) the Events Operation and Marketing segment, which mainly provides marketing services in conjunction with sports-related competitions. Its revenue includes mainly corporate sponsorship income; and
(b) the Sports Services segment, which provides services mainly to government, marathon runners and media companies in conjunction with sports-related competitions. Its revenue includes mainly live broadcasting and program production income, individual consumption income, and rental income from equipment.

Revenue

The Group’s revenue increased by approximately 37.1% to RMB12.2 million for the year ended 31 December 2021 from RMB8.9 million for the year ended 31 December 2020. Details based on reportable segments are as follows:

Revenue of the Events Operation and Marketing segment increased by 120.0% to RMB9.1 million for the year ended 31 December 2021 from RMB0.7 million for the year ended 31 December 2020. The increase was attributable to the fact that events during the contract period generated revenue during the preparatory period; and
Revenue of the Sports Services segment decreased by approximately 62.2% to RMB3.1 million for the year ended 31 December 2021 from RMB8.2 million for the year ended 31 December 2020. The decrease was mainly due to the disposal of a subsidiary in the second half of 2020, which resulted in a decrease in live broadcasting and program production income.
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Cost of Services

The Group’s cost of services increased by approximately 33.3% to RMB12.4 million for the year ended 31 December 2021 from RMB9.3 million for the year ended 31 December 2020. Details based on reportable segments are as follows:

Cost of the Events Operation and Marketing segment increased by 100% to RMB12.2 million for the year ended 31 December 2021 from RMB Nil for the year ended 31 December 2020. The increase was due to the costs incurred during the preparation period for the events during the contract period; and
Cost of the Sports Services segment decreased by approximately 97.9% to RMB0.2 million for the year ended 31 December 2021 from RMB9.3 million for the year ended 31 December 2020. The decrease was mainly due to the disposal of a subsidiary in the second half of 2020, which resulted in a decrease in live broadcasting and program production cost.

Gross Loss and Gross Loss Margin

As a result of the aforementioned factors, the gross loss of the Group decreased by approximately 50.0% to RMB0.2 million for the year ended 31 December 2021 from RMB0.4 million for the year ended 31 December 2020, and the gross loss margin decreased to approximately 1.6% for the year ended 31 December 2021 from 4.5% for the year ended 31 December 2020. Details based on reportable segments are as follows:

As a result of the foregoing changes in revenue and cost of services of the Events Operation and Marketing segment, the Group recorded a gross loss for the Events Operation and Marketing segment of RMB3.1 million for the year ended 31 December 2021 as compared to a gross profit of RMB0.7 million recorded for the year ended 31 December 2020. The Group recognised a gross loss margin of 34.1% for the year ended 31 December 2021 as compared to a gross profit margin of 100.0% for the year ended 31 December 2020; and
As a result of the foregoing changes in revenue and cost of services of the Sports Services segment, the Group recorded a gross profit for the Sports Services segment of RMB2.9 million for the year ended 31 December 2021 as compared to a gross loss of RMB1.1 million recorded for the year ended 31 December 2020. The Group recognised a gross profit margin of 93.6% for the year ended 31 December 2021 as compared to a gross loss margin of 13.4% for the year ended 31 December 2020.
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Selling and Distribution Expenses

The Group’s selling and distribution expenses increased by approximately 42.1% to RMB2.7 million for the year ended 31 December 2021 from RMB1.9 million for the year ended 31 December 2020. The increase was mainly due to the increase in labour cost without waiver in social insurance, and increase in traveling expenses after the COVID-19 pandemic.

General and Administrative Expenses

The Group’s general and administrative expenses decreased by approximately 33.0% to RMB30.5 million for the year ended 31 December 2021 from RMB45.5 million for the year ended 31 December 2020. This decrease was mainly due to the disposal of a subsidiary in the second half of 2020, which resulted in reduced expenses.

Other Income

The Group’s other income increased by approximately 9.0% to RMB19.4 million for the year ended 31 December 2021 from RMB17.8 million for the year ended 31 December 2020. The increase was mainly attributable to the interest income receivable from the redemption clauses of the three financial assets at fair value through other comprehensive income.

Other Losses

The Group’s other losses increased by approximately 202.0% to net losses of RMB30.2 million for the year ended 31 December 2021 from the net losses of RMB10.0 million for the year ended 31 December 2020. The increase was mainly due to the increase in allowance for impairment of other receivables.

Loss before Income Tax

As a result of the foregoing, the Group’s loss before income tax increased by 8.6% to RMB44.4 million for the year ended 31 December 2021 from RMB40.9 million for the year ended 31 December 2020.

Income Tax Expense

The Group’s income tax expense decreased by 37.5% to RMB3.5 million for the year ended 31 December 2021 from RMB5.6 million for the year ended 31 December 2020.

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Loss Attributable to the Owners of the Company

As a result of the foregoing, the loss attributable to the owners of the Company increased by 1.8% to RMB47.8 million for the year ended 31 December 2021 from RMB44.0 million for the year ended 31 December 2020.

Cash Flow

As at 31 December 2021, the Group’s cash and cash equivalents amounted to approximately RMB127.4 million as compared to that of approximately RMB137.7 million as at 31 December 2020.

Working Capital

The Group’s net current assets decreased by approximately 8.2% to RMB293.5 million as at 31 December 2021 from RMB319.8 million as at 31 December 2020. The current asset value of the Group decreased, while the working capital was maintained at a relatively high level that can adequately meet the daily working capital requirements and finance the business development.

Capital Expenditure

The Group’s total expenditure on the acquisition of property, plant and equipment amounted to RMB1.2 million for the year ended 31 December 2021 (year ended 31 December 2020: RMB58.5 million).

CAPITAL STRUCTURE OF THE GROUP

The reorganisation of the Group as set out in the prospectus of the Company dated 28 June 2013 (the “ Prospectus ”) was completed on 24 June 2013. The Company was listed on the Main Board of the Stock Exchange on 11 July 2013. On 7 August 2013, the Company issued an additional 9,045,000 ordinary shares at the offer price of HK$2.11 each to the public upon the partial exercise of the overallotment option. The options to subscribe for a total of 1,210,000 shares of the Company were granted on 23 May 2014 to employees of the Group. As at the date of this announcement, no option has been exercised. The options to subscribe for a total of 2,500,000 shares of the Company were granted on 29 May 2015 to employees of the Group. As at the date of this announcement, no option has been exercised. Save for the above, there was no alteration in the capital structure of the Group for the year ended 31 December 2021.

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CHARGE ON ASSETS

As at 31 December 2021, there was no charge on the Group’s assets (2020: Nil).

CONTINGENT LIABILITIES

As at 31 December 2021, the Company had no material contingent liabilities (2020: Nil).

DIVIDENDS

The Board does not recommend the payment of a final dividend for the year ended 31 December 2021 (2020: Nil). The Company did not declare payment of an interim dividend for the six months ended 30 June 2021.

PURCHASE, SALE OR REDEMPTION OF THE COMPANY’S LISTED SECURITIES

Neither the Company nor any of its subsidiaries has purchased, sold or redeemed any of the Company’s listed securities during the year ended 31 December 2021.

CLOSURE OF REGISTER OF MEMBERS

The annual general meeting (the “ AGM ”) of the Company is expected to be held on Tuesday, 28 June 2022. In order to determine the shareholders who will be qualified for attending and voting at the AGM, the register of members of the Company will be closed from Thursday, 23 June 2022 to Tuesday, 28 June 2022, both days inclusive. To be eligible to attend and vote at the AGM, all completed transfer document(s) together with the relevant share certificate(s) must be lodged with the Company’s Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-16, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Wednesday, 22 June 2022 for registration.

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CORPORATE GOVERNANCE CODE

The Stock Exchange has announced amendments to Appendix 14 to the Rules Governing the Listing of Securities on the Stock Exchange (the “ Listing Rules ”) which shall apply to corporate governance reports for financial years commencing on or after 1 January 2022. Appendix 14 of the Listing Rules has been restructured and renamed from “Corporate Governance Code and Corporate Governance Report” to “Corporate Governance Code” and the code provision numbers are updated. As such, the code provisions mentioned in this announcement are referring to the code provisions in the predecessor Appendix 14 to the Listing Rules, unless otherwise stated.

The Company has applied the principles/code provisions as set out in the Corporate Governance Code (the “ CG Code ”) contained in Appendix 14 of the Listing Rules.

The Board is of the view that throughout the year ended 31 December 2021, the Company has fully complied with the code provisions as set out in the CG Code.

MODEL CODE FOR SECURITIES TRANSACTIONS BY DIRECTORS OF LISTED ISSUERS

During the year ended 31 December 2021, the Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers (the “ Model Code ”) as set out in Appendix 10 to the Listing Rules as the code of conduct for dealing in securities of the Company by the Directors. Specific enquiry has been made with all the Directors and each of the Directors has confirmed that he/she has complied with the Model Code throughout the year ended 31 December 2021.

The Company has also established written guidelines no less exacting than the Model Code (the “ Employees Written Guidelines” ) for securities transactions by employees who are likely to be in possession of unpublished price-sensitive information of the Company. No incident of non-compliance of the Employees Written Guidelines by the employees was noted by the Company throughout the year ended 31 December 2021.

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AUDIT COMMITTEE

The Company has established the audit committee (the “ Audit Committee ”) in compliance with Rule 3.21 of the Listing Rules and with terms of reference in compliance with the code provision C.3 (now D.3) of the CG Code for the purpose of reviewing the financial information and providing supervision on the financial reporting system and the review of the risk management and internal control systems as well as the effectiveness of the internal audit function of the Group.

As at the date of this announcement, the Audit Committee comprises three members, namely Mr. Chen Zhijian (chairman), Mr. Jin Guoqiang and Mr. Ip Kwok On Sammy, all being independent nonexecutive Directors.

The Audit Committee communicated with the external auditor of the Company to discuss the review process and accounting issues of the Company. The Audit Committee, together with the management of the Company, has reviewed the audited consolidated financial results of the Group for the year ended 31 December 2021 and considers that the results are in compliance with generally accepted accounting principles as well as the applicable laws and regulations.

AUDITOR

RSM Hong Kong has resigned with effect from 30 November 2021 as the auditor of the Company. Elite Partners CPA Limited has been subsequently appointed as the auditor of the Company with effect from 30 November 2021 to fill the vacancy immediately arising from the resignation of RSM Hong Kong and to hold office until the conclusion of the forthcoming AGM of the Company. For details, please refer to the Company’s announcement dated 30 November 2021. A resolution for the re-appointment of Elite Partners CPA Limited as the auditor of the Company will be proposed at the forthcoming AGM.

The figures of the Group’s results for the year ended 31 December 2021 as set out in this announcement have been agreed by the Group’s auditor, Elite Partners CPA Limited, to be the same amounts set out in the Group’s audited consolidated financial statements for the year. The work performed by Elite Partners CPA Limited in this respect did not constitute an assurance engagement in accordance with Hong Kong Standards on Auditing, Hong Kong Standards on Review Engagements or Hong Kong Standards on Assurance Engagements issued by the Hong Kong Institute of Certified Public Accountants (the “ HKICPA ”) and consequently no assurance has been expressed by Elite Partners CPA Limited on this announcement.

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CHANGES IN ACCOUNTING POLICIES

The HKICPA has issued a number of new HKFRSs and amendments to HKFRS that are first effective in the Reporting Period, certain of which are relevant to the Group’s consolidated financial statements for the year ended 31 December 2021. For details, please refer to Note 3 to the consolidated financial statements in this announcement.

SIGNIFICANT INVESTMENT, ACQUISITION AND DISPOSAL OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES, AND PLANS FOR SIGNIFICANT INVESTMENT OR ACQUISITION OF CAPITAL ASSETS IN THE FUTURE

Acquisition of interest in Yuan Tong Global Financial Group Limited (the “Target Company”)

As disclosed in the Company’s announcement dated 12 May 2020, the Company entered into a sale and purchase agreement (the “ Agreement ”) with LPD Investments Limited (the “ Vendor ”), an independent third party, on 12 May 2020 in relation to the acquisition of 49% of the issued share capital (the “ Acquisition ”) of the Target Company at a consideration of HK$53,410,000. Pursuant to the terms of the Agreement, the Company shall pay the Vendor 15% of the consideration, being HK$8,011,500, as refundable down payment. The Target Company is a company incorporated in Hong Kong with limited liability and, through its subsidiaries, is engaged in, among others, the provision of (i) securities brokerage; (ii) wealth and asset management; and (iii) corporate financial services such as underwriting and placing of the initial public offerings shares. In view of the optimistic prospect for the financial services industry in Hong Kong, the Board is of the opinion that the Acquisition will enable the Group to capitalise on the active financial market in Hong Kong and would broaden its sources of income. This transaction constituted a discloseable transaction of the Company under Chapter 14 of the Listing Rules. For details, please refer to the announcement of the Company dated 12 May 2020.

On 26 February 2021, the Company entered into a supplemental agreement to the Agreement with the Vendor, pursuant to which the parties have agreed to make certain amendments to the terms of the Agreement including, among other things, to extend the long stop date from 28 February 2021 to 31 March 2021. Please refer to the Company’s announcement dated 26 February 2021 for further details.

The Acquisition was completed on 26 March 2021. Please refer to the Company’s announcement dated 26 March 2021 for further details.

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Investment in the Chang’an Trust – Wenjian Zengli No.1 Trust Scheme* (長安信託 • 穩健增利 1號集合資金信託計劃)

On 12 April 2021, Beijing Wisdom Sports Industry Co., Ltd. (北京智美體育產業有限公司) (“ Beijing Wisdom Sports ”), a wholly-owned subsidiary of the Company, entered into a trust scheme agreement (the “ Chang’an Trust Scheme Agreement ”) with Chang’an International Trust Co., Ltd. (“ Chang’an Trust ”), pursuant to which Beijing Wisdom Sports agreed to reinvest in the Chang’an Trust – Wenjian Zengli No.1 Trust Scheme (長安信託 • 穩健增利1號集合資金信託計劃) (the “ Chang’an Trust Scheme ”) established by Chang’an Trust for RMB50.0 million (the “ Chang’an Investment ”). The Chang’an Trust Scheme will invest in, among others, various monetary instruments, bonds, bond funds, and other fixed income products and other short-term financial instruments with low risk and high liquidity. The Chang’an Trust Scheme does not guarantee to capital protection and minimum return. The expected annualised rate of return also differs based on each investment. The Board is of the opinion that investments in short-term wealth management products such as the Chang’an Trust Scheme will improve the Group’s efficiency on capital utilisation, earn extra return on investment and combat inflation while not affecting the Group’s daily cash flows. As at the date of this announcement, the Group had recognised return of approximately RMB2,065,929 from the Changan’ Trust Scheme. The reinvestment constituted a discloseable transaction of the Company under Chapter 14 of the Listing Rules.

Beijing Wisdom Sports had previously invested in the Chang’an Trust Scheme. For details, please refer to the Company’s announcements dated 7 April 2020, 15 July 2020 and 21 October 2020, respectively.

Subscriptions to the Ningbo Guanshi Shunshi No.6 Private Investment Fund (寧波觀石順時6 號私募證券投資基金) and Ningbo Guanshi Shunshi No.10 Private Investment Fund (寧波觀石順時10號私募證券投資基金)

On 5 July 2021, Beijing Wisdom Sports Culture Co., Ltd. (北京智美體育文化有限公司) (“ Beijing Wisdom Sports Culture ”), a wholly-owned subsidiary of the Company, subscribed for a certain portion of the Ningbo Guanshi Shunshi No.6 Private Investment Fund (寧波觀石順時6號私募證券投資基金) (the “ No.6 Investment Fund ”) managed by Ningbo Guanshi Investment Management Company Limited (寧波觀石投資管理有限公司) (the “ Fund Manager* ”) for RMB50 million. The No.6 Investment Fund will invest in various monetary instruments and products. The investment capital of the subscription will be used to invest in bonds with a credit rating of AA+, which are issued by Sinic Real Estate Group Co., Ltd. The expected annualised rate of return is 7.5%.

On 1 September 2021, Beijing Wisdom Sports Culture subscribed for a certain portion of the Ningbo Guanshi Shunshi No.10 Private Investment Fund (寧波觀石順時10號私募證券投資基金) (the “ No.10 Investment Fund* ”) managed by the Fund Manager for RMB12.5 million. The No.10 Investment Fund will invest in various monetary instruments and products. The investment capital of the subscription will be used to invest in non-publicly issued senior bonds with a credit rating of AA+, which are issued by Shanghai Zhongliang Real Estate Group Co., Ltd. The subscription does not guarantee to capital protection and minimum return. The expected annualised rate of return is 7%.

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The Board is of the opinion that investments in short-term wealth management products such as the No.6 Investment Fund and the No.10 Investment Fund will improve the Group’s efficiency on capital utilisation, earn extra return on investment and combat inflation while not affecting the Group’s daily cash flows. As at the date of this announcement, the Group had recognised return of approximately RMB1,813,356 from the investments. The subscriptions constituted discloseable transactions of the Company under Chapter 14 of the Listing Rules. For details, please refer to the announcements of the Company dated 5 July 2021 and 1 September 2021, respectively.

Save as disclosed in this announcement, the Company had no other significant investment, acquisition and disposal of subsidiaries, associates and joint ventures during the year ended 31 December 2021 and, as at the date of this announcement, has no specific plans for significant investment or acquisition of material capital assets in the future.

SIGNIFICANT EVENTS AFTER THE END OF THE REPORTING PERIOD

There is no occurrence of events that had a significant impact on the Group’s operation, financial and trading prospects since the end of the Reporting Period and up to the date of this announcement which the Board is aware of.

PUBLIC FLOAT

Based on the information that is publicly available to the Company and within the knowledge of the Directors, for the year ended 31 December 2021 and as at the date of this announcement, the Company has maintained sufficient public float as required under the Listing Rules.

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PUBLICATION OF 2021 ANNUAL RESULTS AND 2021 ANNUAL REPORT ON THE WEBSITES OF THE STOCK EXCHANGE AND THE COMPANY

This annual results announcement is published on the websites of the Stock Exchange (https://www.hkexnews.hk) and the Company (http://www.wisdomsports.com.cn), and the 2021 annual report of the Company, containing all the information required by the Listing Rules will be dispatched to the shareholders of the Company and published on the websites of the Stock Exchange and the Company in due course.

By order of the Board Wisdom Sports Group Ren Wen Chairlady and Executive Director

Hong Kong, 30 March 2022

As at the date of this announcement, the executive Directors are Ms. Ren Wen, Mr. Sheng Jie, Mr. Song Hongfei and Ms. Hao Bin; and the independent non-executive Directors are Mr. Chen Zhijian, Mr. Ip Kwok On Sammy and Mr. Jin Guoqiang.

For identification purpose only
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