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 2022

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 2022 (the “ Reporting Period ”) as follows:

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2022

Note Revenue 4 Cost of services Gross profit/(loss) Other income 5 Other gain or loss 6 Impairment loss on interest in an associate 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	2022 *RMB’000* 4,976 (1,476) 3,500 8,996 (16,836) (31,486) (3,663) (26,407) (65,896) – (1,607) (67,503) (8,004) (75,507) (75,479) (28) (75,507)	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) (47,849) (30) (47,879)

Note Other comprehensive income/(expense) 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) Gains on property valuation Exchange difference on translation from functional currency to presentation currency 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	2022 *RMB’000* 493 1,883 (433) 1,943 (73,564) (73,536) (28) (73,564) RMB(0.05)	2021 RMB’000 17,317 5,084 – 22,401 (25,478) (25,448) (30) (25,478) RMB(0.03)

AT 31 DECEMBER 2022

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

Notes ASSETS Non-current assets Property, plant and equipment 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 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	2022 *RMB’000* 34,389 11,140 1,668 62,349 62,063 5,876 6,720 22,794 206,999 2,147 13,108 5,321 75,654 23,489 172,437 292,156 499,155 2,454 458,997 461,451 (680) 460,771	2021 RMB’000 48,609 8,810 2,401 61,856 60,000 39,464 6,720 13,000 240,860 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

Notes LIABILITIES Current liabilities Trade payables 13 Other payables and accrued expenses Contract liabilities Income tax payables Total current liabilities TOTAL LIABILITIES TOTAL EQUITY AND LIABILITIES NET CURRENT ASSETS	2022 *RMB’000* 4,784 11,160 2,127 20,313 38,384 38,384 499,155 253,772	2021 RMB’000 4,888 20,265 2,127 24,980
		52,260
		52,260
		586,595
		293,475

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022

1. GENERAL INFORMATION

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 (also known as Ms. Ren Guozun), 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 (the “ Listing Rules ”) and with the disclosure requirements of the Hong Kong Companies Ordinance.

The HKICPA has issued certain new and revised 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 REVISED HONG KONG FINANCIAL REPORTING STANDARDS

In the current year, the Group has applied the following amendments to HKFRSs issued by the HKICPA for the first time, which are mandatorily effective for the annual periods beginning on or after 1 January 2022 for the preparation of the consolidated financial statements:

Amendments to HKFRS 3 Reference to the Conceptual Framework Amendment to HKFRS 16 Covid-19-Related Rent Concessions beyond 30 June 2021 Amendments to HKAS 16 Property, Plant and Equipment – Proceeds before Intended Use Amendments to HKAS 37 Onerous Contracts – Cost of Fulfilling a Contract Amendments to HKFRSs Annual Improvements to HKFRSs 2018-2020

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.

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 Rental income Others Gain from waiver of other payable	2022 *RMB’000* 4,017 959 4,976 2022 *RMB’000* 4,503 473 4,976 2022 *RMB’000* 3,817 2,721 – 1,415 419 624 – 8,996	2021 RMB’000 9,143 3,029
		12,172
		2021 RMB’000 11,727 445
		12,172
		2021 RMB’000 1,183 2,875 13,054 11 605 216 1,472
		19,416

6. OTHER GAIN OR LOSS

Reversal of impairment of trade receivables Allowance for impairment of other receivables Exchange gains/(loss) Fair value changes on financial assets at fair value through profit or loss Gain on disposals of property, plant and equipment Fair value changes on investment properties Others (Gain)/loss on deregistration of subsidiaries	2022 *RMB’000* – (9,293) 858 (7,358) – (930) (10) (103) (16,836)	2021 RMB’000 9,145 (31,959) (3,922) (3,221) 9 – (380) 107 (30,221)

7. SEGMENT INFORMATION

Information reported to the Chief Executive Officer, being the chief operating decision maker (“ CODM ”), for the purpose of resources allocation and assessment of segment performance focuses on types of services provided.

The Group has two reportable operating segments, which are (a) Events Operation and Marketing; and (b) Sports Services.

The Group’s operating and reportable segments are as follows:

Events Operation and Marketing

Providing mainly marketing services in conjunction with sportsrelated competitions. Type of revenue includes mainly corporate sponsorship income.

Sports Services Providing services mainly to government, marathon runners and media companies in conjunction with sports-related competitions. Types of revenue include mainly live broadcasting and program production income, individual consumption income, and rental income from equipment.

The Group’s reportable segments are strategic business units that offer different products and services. They are managed separately because each business requires different technology and marketing strategies.

Segment results are measured as gross profit/(loss) of each segment without allocation of selling and distribution expenses, general and administrative expenses, finance costs, other income, other gain or loss, share of results of associates, impairment loss on interest in an associate and income tax expense. This is the measure reported to the CODM for the purpose of resource allocation and performance assessment.

No segment assets or liabilities information or other segment information is provided as the CODM does not review this information for the purpose of resource allocation and assessment of segment performance.

No geographical segment information is presented as all the sales and operating losses of the Group are derived within the PRC and all the operating assets of the Group are located in the PRC, which is considered as one geographic location with similar risks and returns.

The segment information provided to the CODM for the reportable segments for the years ended 31 December 2022 and 2021 is as follows:

Year ended 31 December 2022

Events Operation and Marketing *RMB’000* Revenue 4,017 Cost of services (1,276) Segment results 2,741 Other income Other gain or loss Selling and distribution expenses General and administrative expenses Share of results of associates Impairment loss on interest in an associate Income tax expense Loss for the year Year ended 31 December 2021 Events Operation and Marketing RMB’000 Revenue 9,143 Cost of services (12,156) Segment results (3,013) Other income Other gain or loss 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* 959 (200) 759 Sports Services RMB’000 3,029 (228) 2,801	Total *RMB’000* 4,976 (1,476) 3,500 8,996 (16,836) (3,663) (26,407) (1,607) (31,486) (8,004) (75,507) Total RMB’000 12,172 (12,384) (212) 19,416 (30,221) (2,667) (30,513) (7) (172) (3,503) (47,879)

8. INCOME TAX EXPENSE

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

Current tax Provision for the year – the PRC Under-provision in prior years	2022 *RMB’000* (8,000) (4) (8,004)	2021 RMB’000 (3,503) – (3,503)

No provision for Hong Kong Profits Tax was required since the Group had no assessable profits for the years ended 31 December 2022 and 2021.

PRC Enterprise Income Tax has been provided at a rate of 25% (2021: 25%)

Pursuant to the PRC law on Enterprise Income Tax, 10% withholding income tax will be levied on foreign investors for dividend distribution from foreign invested enterprises’ profit earned after 1 January 2008. For qualified investors incorporated in Hong Kong, a treaty rate of 5% will be applied.

Tax charged on profits assessable elsewhere has been calculated at the rates of tax prevailing in the countries in which the Group operates, based on existing legislation, interpretation and practices in respect thereof.

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9. LOSS FOR THE YEAR

The Group’s loss for the year is stated after charging the following:

Amortisation of intangible assets Cost of inventories utilised Depreciation of property, plant and equipment Depreciation of right-of-use asset Donation Staff costs – Salaries, bonuses and allowances – Retirement benefits scheme contributions Auditor’s remuneration	2022 *RMB’000* 733 37 12,853 – – 8,614 272 1,000	2021 RMB’000 824 – 13,010 147 53 4,350 417 1,100

10. DIVIDENDS

The Board of Directors does not recommend the payment of any dividend in respect of the years ended 31 December 2022 and 2021.

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	2022 *RMB’000* (75,479) 2022 *’000* 1,592,942	2021 RMB’000 (47,849)
		2021 ’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 2022 and 2021.

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12. TRADE RECEIVABLES

Trade receivables Allowance for impairment of trade receivables	2022 *RMB’000* 17,951 (12,630) 5,321	2021 RMB’000 16,175 (14,475)
		1,700

The Group generally allows an average credit period of 180 days (2021: 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.

The aging analysis of trade receivables, net of allowance for impairment of trade 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 Over 1 year	2022 *RMB’000* 3,461 – – 371 1,489 5,321	2021 RMB’000 – 1,084 475 141 –
		1,700

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

13. TRADE PAYABLES

Trade payables	2022 *RMB’000* 4,784	2021 RMB’000 4,888

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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 1 year	2022 *RMB’000* – – – – 4,784 4,784	2021 RMB’000 – 207 71 – 4,610
		4,888

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

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MANAGEMENT DISCUSSION AND ANALYSIS

GROUP OVERVIEW

2022 is the third year of the novel coronavirus (the “ COVID-19 ”) pandemic raging in China, and the constant mutations of the virus have also brought unprecedented pressures to the pandemic prevention and control. From the lockdown of Shanghai metropolis to the peak of infection nationwide after the policy adjustment at the end of the year, herd immunity was finally achieved, thereby overcoming the pandemic and gradually returning to normal life and work.

The raging pandemic has brought offline events and large-scale activities to complete stagnancy, and impacted almost the entire industry to varying degrees, including sports, entertainment, catering and other fields. In the first half of the year of 2022, the Group successfully organized and completed the online events of the Shenzhen Marathon (深圳馬拉松), and launched the exhibition and broadcast event of “My Circle of Friends in Shenzhen Marathon” in connection with the events, which gained unanimous recognition from the organizers, sponsors and runners. In July 2022, after the preparation in the first half of the year, the Group successfully held the “National Fitness Games & Brisk Walking Activity in Tumushuke Corps of the 3rd Division” under the guidance of scientific pandemic prevention, and through the integration of “sports + culture + tourism”, the Group successively held the Winter Olympics Science Exhibition, Square Dance Competition, Imposing Gongs and Drums Competition, Fun Games, Men’s Basketball League, Chinese Basketball Association Friendly Match between Xinjiang Guanghui and Guangdong Hongyuan, etc., which tested the ability of event operators under scientific pandemic prevention, and promoted the construction of healthy China. In addition, the Group actively prepared for the Jinan Marathon (濟南馬拉松) and the Lu’an Marathon (六安馬拉松) which were originally scheduled to be held in October 2022, and the Nanchang Marathon (南昌馬拉松) which was originally scheduled to be held in November 2022 but were all postponed to 2023 due to the pressure of pandemic prevention and control.

OUTLOOK OF THE INDUSTRY AND THE GROUP

In the Spring Festival of 2023, after the two-month period of establishing the universal immunity barrier, the originally expected second wave of infection peak brought about by the great migration during the Spring Festival did not occur, which was a sign of joy for people all over the country who generally hoped that the pandemic was over, that the virus had disappeared, and that normal working and living conditions would return after three years of the pandemic.

After the Spring Festival, China has entered a new situation of resuming work and production, and all walks of life were restarted and showed a rapid recovery. The sports industry has also gradually begun to recover, but the recovery cycle may be slightly longer than other industries because the general public still needs to go through a physical recovery period after being infected with the virus, and cannot quickly devote themselves to sports in a short period of time, but the overall trend of rejuvenation is unstoppable, and a bright future is coming.

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The Group has also quickly resumed normal business operations after the Spring Festival by proactively making preparations for the events during the contract period, and actively communicating and liaising with local governments and event organizers to arrange and plan the event resources of 2023. After the end of the pandemic, people have more urgent needs and expectations for physical health, and hope to strengthen their physical and mental health through exercise. While continuing to expand the operation of events, the Group is also developing sports life service products that are more demanded by the general public in the post-pandemic era to satisfy the pursuit of sports, health, leisure and active life of the general public.

We believe that the pandemic has passed, and the sports industry has entered into a stage of booming and rapid development. At this critical time, after a period of remaining low profile, the Group will make all-out efforts to lead the whole industry to quickly get out of the severe winter of the pandemic, and create a healthier and happier life for the people!

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 decreased by approximately 59.0% to RMB5.0 million for the year ended 31 December 2022 from RMB12.2 million for the year ended 31 December 2021. The decrease was mainly due to the fact that the COVID-19 pandemic has severely impacted the entire sports industry, resulting in an almost complete standstill of offline events and large-scale activities. Details based on reportable segments are as follows:

Revenue of the Events Operation and Marketing segment decreased by 56.0% to RMB4.0 million for the year ended 31 December 2022 from RMB9.1 million for the year ended 31 December 2021; and
Revenue of the Sports Services segment decreased by approximately 67.7% to RMB1.0 million for the year ended 31 December 2022 from RMB3.1 million for the year ended 31 December 2021.
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Cost of Services

The Group’s cost of services decreased by approximately 87.9% to RMB1.5 million for the year ended 31 December 2022 from RMB12.4 million for the year ended 31 December 2021. The decrease was mainly due to the fact that the COVID-19 pandemic has severely impacted the entire sports industry, resulting in an almost complete standstill of offline events and large-scale activities. Details based on reportable segments are as follows:

Cost of the Events Operation and Marketing segment decreased by 89.3% to RMB1.3 million for the year ended 31 December 2022 from RMB12.2 million for the year ended 31 December 2021; and
Cost of the Sports Services segment amounted to RMB0.2 million for the year ended 31 December 2022 which is the same as that for the year ended 31 December 2021.

Gross Profit/(Loss) and Gross Profit/(Loss) Margin

As a result of the aforementioned factors, the Group recorded a gross profit of RMB3.5 million for the year ended 31 December 2022 as compared to a gross loss of RMB0.2 million recorded for the year ended 31 December 2021. The Group recognised a gross profit margin of 70.0% for the year ended 31 December 2022 as compared to a gross loss margin of 1.6% for the year ended 31 December 2021. 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 profit for the Events Operation and Marketing segment of RMB2.7 million for the year ended 31 December 2022 as compared to a gross loss of RMB3.1 million recorded for the year ended 31 December 2021. The Group recognised a gross profit margin of 67.5% for the year ended 31 December 2022 as compared to a gross loss margin of 34.1% for the year ended 31 December 2021; and
As a result of the foregoing changes in revenue and cost of services of the Sports Services segment, the gross profit of the Group decreased by approximately 72.4% to RMB0.8 million for the year ended 31 December 2022 from RMB2.9 million for the year ended 31 December 2021, and the gross profit margin decreased to approximately 80.0% for the year ended 31 December 2022 from 93.6% for the year ended 31 December 2021.

Selling and Distribution Expenses

The Group’s selling and distribution expenses increased by approximately 37.0% to RMB3.7 million for the year ended 31 December 2022 from RMB2.7 million for the year ended 31 December 2021. The increase was mainly due to market research expenses incurred in expanding the business.

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General and Administrative Expenses

The Group’s general and administrative expenses decreased by approximately 13.4% to RMB26.4 million for the year ended 31 December 2022 from RMB30.5 million for the year ended 31 December 2021. This decrease was mainly due to the enhancement of daily expenses management.

Other Income

The Group’s other income decreased by approximately 53.6% to RMB9.0 million for the year ended 31 December 2022 from RMB19.4 million for the year ended 31 December 2021. The decrease was mainly due to the decrease in the interest income generated from fund investments in a partnership.

Other Gain or Loss

The Group’s other gain or loss decreased by approximately 44.4% to net loss of RMB16.8 million for the year ended 31 December 2022 from the net loss of RMB30.2 million for the year ended 31 December 2021. The decrease was mainly due to the decrease 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 52.0% to RMB67.5 million for the year ended 31 December 2022 from RMB44.4 million for the year ended 31 December 2021.

Income Tax Expense

The Group’s income tax expense increased by 128.6% to RMB8.0 million for the year ended 31 December 2022 from RMB3.5 million for the year ended 31 December 2021. The increase was due to the increase in the withholding and payment of corporate income tax on the dividend paid by the subsidiaries in China to the parent company in Hong Kong.

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 approximately 58.0% to RMB75.5 million for the year ended 31 December 2022 from RMB47.8 million for the year ended 31 December 2021.

Cash Flow

As at 31 December 2022, the Group’s cash and cash equivalents amounted to approximately RMB172.4 million as compared to that of approximately RMB127.4 million as at 31 December 2021.

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Working Capital

The Group’s net current assets decreased by approximately 13.5% to RMB253.8 million as at 31 December 2022 from RMB293.5 million as at 31 December 2021. 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 RMB Nil for the year ended 31 December 2022 (year ended 31 December 2021: RMB1.2 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 2022.

CHARGE ON ASSETS

As at 31 December 2022, there was no charge on the Group’s assets (2021: Nil).

CONTINGENT LIABILITIES

As at 31 December 2022, the Company had no material contingent liabilities (2021: Nil).

DIVIDENDS

The Board does not recommend the payment of a final dividend for the year ended 31 December 2022 (2021: Nil). The Company did not declare payment of an interim dividend for the six months ended 30 June 2022.

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 2022.

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CLOSURE OF REGISTER OF MEMBERS

The annual general meeting of the Company (the “ AGM ”) is expected to be held on Wednesday, 28 June 2023. 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 Friday, 23 June 2023 to Wednesday, 28 June 2023, 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, 21 June 2023 for registration.

CORPORATE GOVERNANCE CODE

The Board is committed to achieving high corporate governance standards. The Board believes that high corporate governance standards are essential in providing a framework for the Company to formulate its business strategies and policies, and to enhance its transparency and accountability.

The Company has applied the principles/code provisions as set out in Part 2 of the Corporate Governance Code (the “ CG Code ”) contained in Appendix 14 to the Listing Rules. Such policies and procedures provide the infrastructure for enhancing the Board’s ability to implement governance and exercise proper oversight on business conducts and affairs of the Company.

The Board is of the view that throughout the year ended 31 December 2022, the Company has fully complied with the code provisions as set out in Part 2 of the CG Code.

MODEL CODE FOR SECURITIES TRANSACTIONS BY DIRECTORS OF LISTED ISSUERS

During the year ended 31 December 2022, 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 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 2022.

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 2022.

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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 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 (including the Anti-corruption Policy and Whistleblowing Policy of the Company) 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 2022 and considers that the results are in compliance with generally accepted accounting principles as well as the applicable laws and regulations.

AUDITOR

Elite Partners CPA Limited has been appointed as the auditor of the Company with effect from 30 November 2021 subsequent to the resignation of RSM Hong Kong. The consolidated financial statements of the Company for the year ended 31 December 2022 had been audited by Elite Partners CPA Limited.

The figures of the Group’s results for the year ended 31 December 2022 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 HKICPA and consequently no assurance has been expressed by Elite Partners CPA Limited on this announcement.

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 2022. For details, please refer to Note 3 to the consolidated financial statements in this announcement.

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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 property in the United Kingdom

On 8 April 2022, Wisdom London Limited (“ Wisdom London ”), a wholly-owned subsidiary of the Company, entered into a sale and purchase agreement with Taylor Wimpey UK Limited (“ Taylor Wimpey ”), pursuant to which Wisdom London agreed to acquire and Taylor Wimpey agreed to sell the leasehold property at Plot 22 Postmark Phase 3 Calthorpe Street, Rear of Mount Pleasant Sorting office Farringdon Road EC1, London, the United Kingdom (the “ Leasehold Property ”) at a consideration of GBP1,311,000.00 (equivalent to approximately HK$13,581,960.00) (exclusive of value added tax). The Leasehold Property will be used for residential land use and will be developed as one of the apartments of the Postmark housing development project in Farringdon, the United Kingdom. Taylor Wimpey will arrange the development and construction of the Leasehold Property, which is expected to be completed before 31 December 2023. The Board is of the opinion that the acquisition of the Leasehold Property was a good investment opportunity to enter the property market in the United Kingdom and offered the Group an appealing property investment opportunity for capital appreciation and stable rental income in the future. The 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 8 April 2022.

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 2022 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

On 23 February 2023, Wisdom Sports Entertainment (Zhejiang) Co., Ltd (智美體育文化(浙江)有限公司) (“ Zhejiang Wisdom Sports ”), a wholly-owned subsidiary of the Company, entered into the trust scheme agreement with Minmetals International Trust Co., Ltd. (五礦國際信託有限公司) (“ Minmetals International Trust ”), pursuant to which Zhejiang Wisdom Sports agreed to invest in the Minmetals Trust – Jinxiu Zengli No. 5 Trust Scheme (五礦信託 – 錦繡增利5期集合資金信託計劃) (the “ Minmetals Trust Scheme* ”) established by Minmetals International Trust for a total of RMB10.0 million. The Minmetals Trust Scheme will invest in bonds in the PRC, which include government bonds, urban investment bonds, bonds listed on stock exchanges and bonds issued by banks. The Minmetals Trust Scheme does not guarantee to capital protection and minimum return. The expected annualised rate of return is 4.0%.

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On the same date, Beijing Wisdom Media Holding Co., Ltd. (北京智美傳媒股份有限公司) (“ Beijing Wisdom Media ”), a wholly-owned subsidiary of the Company, entered into the trust scheme agreement with China Fortune International Trust Co., Ltd. (華鑫國際信託有限公司) (“ China Fortune International Trust ”), pursuant to which Beijing Wisdom Media agreed to invest in the China Fortune International Trust – Xinyijia No. 303 Trust Scheme Fourth Unit Trust (華鑫信託•信益嘉303號集合資金信託計劃第四信託單元) (the “ China Fortune Trust Scheme* ”) established by China Fortune International Trust for a total of RMB10.0 million. The China Fortune Trust Scheme will invest in senior and secondary class asset-backed securities with a focus on high-quality asset securitization entities. The China Fortune Trust Scheme does not guarantee to capital protection and minimum return. The expected annualised rate of return is 4.3%.

The Board is of the opinion that the Minmetals Trust Scheme and China Fortune Trust Scheme are ideal short-term investment opportunities for the Group as they allow the Company to utilize its Renminbi surplus cash reserves more efficiently. Each of the Minmetals Trust Scheme and China Fortune Trust Scheme 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 23 February 2023.

Save for the above, 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 2022 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 2022 ANNUAL RESULTS AND 2022 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 2022 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 2023

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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