Wisdomcome Group Holdings Ltd. — Annual Report 2021

Jun 25, 2021

CHARACTERISTICS OF GEM OF THE STOCK EXCHANGE OF HONG KONG LIMITED (THE "STOCK EXCHANGE")

GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.

Given the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange take no responsibility for the contents of this report, 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 report.

This report, for which the directors (the "Directors") of Easy Repay Finance & Investment Limited (the "Company") collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited (the "GEM Listing Rules") for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this report is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this report misleading.

Contents

• 3 Financial Summary
• 4 Corporate Information
• 5 Chairman's Statement
• 6 Management Discussion and Analysis
• 11 Biographical Details of Directors and Senior Executives
• 12 Corporate Governance Report
• 20 Environmental, Social and Governance Report
• 33 Report of the Directors
• 39 Independent Auditor's Report
• 44 Consolidated Statement of Comprehensive Income
• 45 Consolidated Statement of Financial Position
• 47 Consolidated Statement of Changes in Equity
• 48 Consolidated Statement of Cash Flows
• 50 Notes to the Consolidated Financial Statements

FINANCIAL SUMMARY

Annual results for the five years from 2017

	Year ended	Year ended	Year ended	Year ended	Year ended
	31 March	31 March	31 March	31 March	31 March
	2021	2020	2019	2018	2017
	HK\$'000	HK\$'000	HK\$'000	HK\$'000	HK\$'000
Revenue	115,368	116,110	206,268	191,768	181,610
(Loss)/profit for the year	(94,698)	(63,940)	(37,134)	(6,488)	26,397
(Loss)/profit attributable to owners of
the Company	(93,952)	(63,441)	(37,108)	(6,756)	26,315
	As at	As at	As at	As at	As at
	31 March	31 March	31 March	31 March	31 March
	2021	2020	2019	2018	2017
	HK\$'000	HK\$'000	HK\$'000	HK\$'000	HK\$'000
Total assets	278,695	378,796	443,488	519,463	514,707
Total liabilities	(11,001)	(15,704)	(23,585)	(39,496)	(24,436)
	267,694	363,092	419,903	479,967	490,271

CORPORATE INFORMATION

Directors

Executive Directors

Ms. SIU Yeuk Hung, Clara – Chairman Mr. LAW Ka Kei (appointed on 2 July 2020) Mr. SHIU Yeuk Yuen (resigned on 2 July 2020)

Independent Non-executive Directors

Mr. LEE King Fui Mr. HO Tak Yin (appointed on 21 August 2020) Mr. LEE Wing Lun (appointed on 16 September 2020) Mr. HO Siu King, Stanley (resigned on 7 June 2020) Mr. SIU Chi Yiu, Kenny (resigned on 18 June 2020)

Company Secretary

Mr. TO Chi, CPA, FCCA

Compliance Officer

Ms. SIU Yeuk Hung, Clara

Authorised Representatives

Ms. SIU Yeuk Hung, Clara Mr. LAW Ka Kei (appointed on 2 July 2020)

Audit Committee

Mr. LEE King Fui Mr. HO Tak Yin (appointed on 21 August 2020) Mr. LEE Wing Lun (appointed on 16 September 2020) Mr. HO Siu King, Stanley (resigned on 7 June 2020) Mr. SIU Chi Yiu, Kenny (resigned on 18 June 2020)

Remuneration and Nomination Committee

Mr. LEE King Fui Ms. SIU Yeuk Hung, Clara Mr. LAW Ka Kei (appointed on 2 July 2020) Mr. HO Tak Yin (appointed on 21 August 2020) Mr. LEE Wing Lun (appointed on 16 September 2020) Mr. HO Siu King, Stanley (resigned on 7 June 2020) Mr. SIU Chi Yiu, Kenny (resigned on 18 June 2020)

Legal Adviser on the Bermuda Law

Appleby

Auditor

Moore Stephens CPA Limited Registered Public Interest Entity Auditors 801–806 Silvercord, Tower 1 30 Canton Road Tsimshatsui, Kowloon Hong Kong

Principal Share Registrar and Transfer Office

Ocorian Management (Bermuda) Limited Victoria Place, 5th Floor 31 Victoria Street Hamilton HM 10 Bermuda

Hong Kong Branch Share Registrar and Transfer Office

Tricor Standard Limited Level 54 Hopewell Centre 183 Queen's Road East Hong Kong

Registered Office

Victoria Place, 5th Floor 31 Victoria Street Hamilton HM 10 Bermuda

Head Office and Principal Place of Business in Hong Kong

Unit A, 8/F, D2 Place Two, 15 Cheung Shun Street, Cheung Sha Wan, Kowloon, Hong Kong

Principal Bankers

Bank of China (Hong Kong) Limited 409–415 Hennessy Road, Wanchai Hong Kong

DBS Bank (Hong Kong) Limited 16th Floor, The Center 99 Queen's Road Central Hong Kong

Stock Code

8079

Website

http://www.ecrepay.com

CHAIRMAN'S STATEMENT

On behalf of the board of Directors (the "Board"), I present the audited consolidated results of the Company and its subsidiaries (collectively the "Group") for the year ended 31 March 2021 to the shareholders.

The money lending business has continued to achieve satisfactory result in previous years and will continue to be the core business of the Group and generate stable income to the Group. The revenue of this segment is HK\$31.2 million.

The Company reviewed that E-commerce is a part of the modern urban lifestyle in Hong Kong. The Group has been developing the retails and online sales business since 2015. The Group will continue to develop self-owned brand products, namely Master Chef Series, FRESHNESSMART, Dawooyeon Hanwoo, 李朝, 月姐滋養湯, 老蕭燉湯, Buon Cibo and source different types of products from local or overseas suppliers to satisfy the ever-changing needs of our customers.

PROSPECTS

The Group has been implementing certain business strategies in response to the worsened market conditions arising by the novel coronavirus outbreak in Hong Kong. The Group plans to expand its money lending business and retail business, for instance, by hiring more salespersons and delivery staff and upgrading its online platform, taking into account the novel coronavirus outbreak in which consumers tend to do shopping online instead of doing their purchases at physical shops. The money lending business and retail business remain the principal businesses of the Group and the Group will adjust its strategies and focus among its business segments in accordance with the changing market conditions.

In spite of all these expansion plans, the Group has been actively seeking suitable investment opportunities for business diversification. The Group will explore into different industry sectors so as to expand and diversify the scope of the Group's business.

APPRECIATION

On behalf of the Board, I would like to express my sincere gratitude to our shareholders, customers and staff members for their support in the past years. I would also like to express my personal appreciation to my fellow Board members for their continuous valuable contributions.

Ms. Siu Yeuk Hung, Clara Chairman Hong Kong, 25 June 2021

MANAGEMENT DISCUSSION AND ANALYSIS

BUSINESS REVIEW

The money lending business continues to be the core business of the Group and to generate stable income to the Group.

The Company reviewed that the E-commerce is a part of the modern urban lifestyle in Hong Kong. The Group has been developing the retails and online sales business since year 2015. The Group will continue to develop self-own brand products, namely Master Chef Series, FRESHNESSMART, Dawooyeon Hanwoo, 李朝, 月姐滋養湯, 老蕭燉湯, and Buno Cibo and source different types of products from local or overseas suppliers to satisfy the ever-changing conditions of our customers.

The Company has a trial to step into the local catering market. It is expected to increase the revenue and market share in Hong Kong.

OPERATION REVIEW

Revenue for the financial year ended 31 March 2021 was approximately HK\$115.4 million (2020: HK\$116.1 million). The loss before tax is mainly arising from the increase of the allowance for expected credit losses on loans and advances to customers.

Money Lending Business

After actively participating in money lending business for more than seven years, a solid client base has been built. In the financial year, revenue for this segment under review was approximately HK\$31.2 million (2020: HK\$52 million).

The demand for loans is correlated to consumer and business sentiment on expenditure and/or purchase of real estate assets for residential or investment purposes which can then be reflected in the level of domestic economic activities. The economic activities and business sentiment have been affected by the novel coronavirus infection. Many enterprises suffer from a plunge in business turnover, resulting in a liquidity problem, in particular those small and medium enterprises which have difficulty in obtaining commercial bank loans due to their scale of operation. This may provide potential opportunities for licensed money lenders, particularly when banks' attitudes have become more conservative under the worsened economic environment, notwithstanding that the Group has become more cautious in its lending given the weakening economy in Hong Kong which may give rise to more bad debts in the industry. The Company is going to expand its money lending business and set up more branches in Hong Kong.

Retail and Wholesale Business

The Group is operating 4 retail shops which located in Wanchai, Lai Chi Kok, Kowloon Bay and Tai Po and online business for the sales of grocery products. Beyond the general products like frozen food, the Group will focus more the in-house ready-to-eat products for the public.

The outbreak of novel coronavirus disease (COVID-19) seriously undermined the economies of Hong Kong and further weakened the catering industry in 2020. The Government's efforts to control the virus had a particularly notable impact on the catering industry. At different times in the period, restaurants were subject to mandatory social distancing and seating restrictions, reduced dining hours and other constraints. The pandemic remains not yet fully under control and the future is uncertain.

On the other hand, in view of the COVID-19, the shift of consumers' behaviour to shop online instead of physical shops as consumers stay at homes and avoid going to crowded areas in the wake of the novel coronavirus, which may in turn stimulate the Group's existing online retail business, mitigating the potential adverse impact on the Group's retail business. Although it is difficult to estimate how long the novel coronavirus will remain, consumers currently have a higher tendency and frequency to shop online than before. It is expected that after experiencing online shopping for several months, certain consumers may change their shopping behaviour from offline to online. This may provide potential opportunities for retailers with an online presence.

Revenue for this segment for the year ended 31 March 2021 was approximately HK\$84.2 million (2020: HK\$64.1 million).

Outlook

The Group will continue to look for ways to further improve its existing business and explore new investment opportunities to broaden the business scope of the Group with the ultimate goal to maximise the return to shareholders.

LIQUIDITY AND FINANCIAL RESOURCES

The Group generally financed its operations with internally generated cash flows. As at 31 March 2021, the Group had cash and cash equivalents of approximately HK\$44.5 million (2020: HK\$47.4 million).

As at 31 March 2021, the Group had no borrowings (2020: Nil) which were used to finance the operation of the Group.

As at 31 March 2021, the Group's gearing ratio, expressed as a percentage of total borrowings (comprising amounts due to related parties, borrowings) less cash and cash equivalents then divided by total equity was nil (2020: nil).

CHARGES ON GROUP'S ASSETS

As at 31 March 2021, except for the pledged bank deposits, no financial instruments was pledged as collateral to securities brokers for margin financing granted to the Group and no margin financing was utilised by the Group (2020: HK\$0.1 million).

TREASURY POLICIES

Cash and bank deposits of the Group are mainly denominated in HK dollars ("HK\$").

Since most of the transactions of the Group are denominated in Hong Kong dollars, no hedging or other arrangements to reduce the currency risk have been implemented.

EMPLOYEES

As at 31 March 2021, the Group had 99 (2020: 99) full-time employees. The total employee remuneration, including that of the Directors, for the year ended 31 March 2021 amounted to approximately HK\$32.8 million (2020: HK\$35.8 million). The Group remunerates its employees based on their performance, experience and the prevailing commercial practice.

CAPITAL STRUCTURE

During the year ended 31 March 2021, there is no change of the capital structure of the Group. The total issued share capital of the Company as at 31 March 2021 is 240,359,354 shares.

DISPOSAL OF SUBSIDIARY

On 24 March 2021, Perfect Catering Group Limited, a wholly-owned subsidiary of the Company, entered into an Agreement with Widely Investment Development Limited in relation to a disposal of 100% equity interest in Head Captain Limited ("Head Captain") at the consideration of HK\$2,100,000 ("Disposal I"). The net proceeds of approximately HK\$2.05 million was used for general working capital of the Group.

Head Captain is principally engaged in operation of a Korean BBQ restaurant in Hong Kong. The outbreak of COVID-19 seriously undermined the economies of Hong Kong and further weakened the catering industry since 2020. The Board is of the view that the operation of catering business in Hong Kong is uncertainty and not performing as expected and to continue the operation of catering business is going to take up too much resources of the Group. As such, the Board considers that by disposing Head Captain, the Group can re-focus its resources to main business sectors of the Group.

Immediately after completion of the Disposal I, Head Captain will cease to be a subsidiary of the Company.

Details of the Disposal was disclosed in the announcement dated 24 March 2021.

DISPOSAL OF 22% EQUITY INTEREST IN AN ASSOCIATE

On 15 September 2020, Century Forever Limited, a wholly-owned subsidiary of the Company (the "Vendor"), Topwise Global Holdings Limited (the "Purchaser") and Mr. Wong Hei Yan (the "Guarantor") entered into the sale and purchase agreement ("SPA") in respect of the disposal of 2,200 shares of the Purchaser, representing 22% of the issued share capital of the Purchaser ("Sale Shares"). Pursuant to the SPA, the Vendor agreed to sell, and the Purchaser agreed to repurchase, the Sale Shares at a consideration of HK\$7,180,000 ("Disposal II"). The net proceeds from the Disposal II was approximately HK\$7,180,000 was used for general working capital of the Group.

The Guarantor agrees to provide unconditional and irrevocable guarantee for the full performance of all obligations of the Purchaser under the SPA and all losses suffered and expenses incurred by the Vendor arising from any breach of the SPA by the Purchaser.

Immediately after completion of the Disposal II, the Purchaser will cease to be an associate of the Company and the financial results of the Purchaser will no longer be consolidated into the Group's financial statements.

Details of the Disposal II was disclosed in the announcement dated 15 September 2020.

SUBSCRIPTION OF INTEREST IN A FUND

On 31 August 2020, Yvonne Credit Service Co., Limited ("Subscriber"), being a subsidiary of Company, entered into the Subscription Agreement, pursuant to which the Subscriber agreed to subscribe for the Class A Shares in the Albany Creek Bond Series SP ("Segregated Portfolio"), a segregated portfolio of Albany Creek Fund SPC, up to approximately HK\$16,000,000.

The Segregated Portfolio is to aim to generate stable fixed income for Shareholders by investing in bonds, debentures, promissory notes and other similar products of Hong Kong listed companies and/or sizeable corporations.

The Fund was incorporated on 17 November 2017 as an exempted company with limited liability and registered as a segregated portfolio company under the laws of the Cayman Islands.

The authorized share capital of the Fund is US\$50,000.00 divided into 100 voting, non-redeemable Management Shares of a nominal or par value US\$0.01 each and 4,999,900 participating, limited-voting, redeemable Participating Shares (which may be issued in different classes and with respect to different Segregated Portfolios from time to time) of a nominal or par value of US\$0.01 each.

The principal purpose of the Company of the Subscription is to diversify the investment portfolio of the Company with an aim to enhancing its profitability. The Subscription provides an opportunity to the Company to enhance return by utilising the idle cash of the Company.

Details of the Subscription was disclosed in the announcements dated 31 August 2020 and 15 September 2020.

DISPOSAL OF ASSETS

On 14 August 2020, Vision Lion Limited (the "Vendor"), a subsidiary of the Company and Mr. John Anthony Lim (the "Purchaser") signed an agreement ("Agreement"), pursuant to which the Vendor agreed to sell and the Purchaser agreed to purchase a Vessel at consideration of US\$500,000 (after setting off against the repairing fee, the final consideration was adjusted to US\$450,000) ("Disposal III"). The net proceeds from the Disposal III was approximately US\$450,000 was used for general working capital of the Group.

Details of the Disposal III was disclosed in the announcement dated 14 August 2020.

VOLUNTARY CONDITIONAL CASH OFFERS

On 10 March 2020 (after trading hours), the Board received a letter from Mr. Cheung Siu Fai (the "Offeror") notifying the Board of the Offeror's firm intention to make voluntary conditional cash offers ("Offers") (i) to acquire all the shares (other than those already owned or agreed to be acquired by the Offeror and parties acting in concert with it); and (ii) to cancel all outstanding options in compliance with Rule 13.5 of the Takeovers Code.

On 13 March 2020, the Offeror published the Offer Announcement setting out details of the Offers. As disclosed in the Offer Announcement, Kingsway Financial Services Group Limited, for and on behalf of the Offeror, make (i) the Share Offer at the Share Offer Price of HK\$0.29 per Offer Share (subject to any reduction by the amount of cash dividend or fair market value of any non-cash distribution if the Company declares or pays so on each Share for any period in the year ending 31 March 2020); and (ii) the Option Offer at the Option Offer Price of HK\$0.025 for cancellation of each Option. On 3 April 2020, the Offeror despatched the Offer Document.

An Independent Board Committee ("IBC") comprising all the independent non-executive Directors of the Company has been formed to advise the Shareholders and the Optionholder in respect of the Offers. The Company has issued a Response Document on 17 April 2020 in respect of the Offers. The Board concurs with the IBC and the independent financial adviser and is of the view that the Offers are unfair and not in the interests of the Shareholders and the Optionholder, and recommends the Shareholders and the Optionholder to REJECT the Offers.

On 18 May 2020, in order to provide additional time for the Shareholders and Optionholders to consider the Offers, the Offeror has decided to extend the closing time and date of the Offers from 4:00 p.m. on 18 May 2020 to 4:00 p.m. on 2 June 2020 (the "Extended Closing Date").

On 29 May 2020, the Company was informed by Mr. Shiu Yeuk Yuen ("Mr. Shiu"), the chairman of the Company, that a proposed settlement was reached between Mr. Shiu and his two wholly-owned companies, Mr. Shiu Stephen Junior and his wholly-owned company and the Offeror ("Proposed Settlement"). The Proposed Settlement constitutes a special deal under Rule 25 of the Takeovers Code. The Company understands from Mr. Shiu that the Offeror has applied to the Executive for consent to the Special Deal and such consent, if granted, will be subject to (i) an independent financial adviser to the Company publicly stating that in its opinion the terms of the Proposed Settlement are fair and reasonable; and (ii) the Proposed Settlement being approved at the special general meeting ("SGM") by the Independent Shareholders. The SGM was held by the Company on 19 June 2020 and the resolution of Proposed Settlement was approved by Independent Shareholders.

On 2 June 2020, the Offeror had received (a) 17 valid acceptances in respect of a total of 2,339,438 Offer Shares (the "Acceptance Shares"), representing approximately 0.97% of the total number of Shares in issue as at 2 June 2020; and (b) no acceptance of any Option Offer. The Offeror Concert Group is interested in an aggregate of 26,093,500 Shares, representing approximately 10.86% of the issued share capital of the Company. Taking into account the Acceptance Shares together with the Shares already owned by the Offeror Concert Group, the Offeror Concert Group would be interested in an aggregate of 28,432,938 Shares, representing approximately 11.83% of the total issued share capital and voting rights of the Company.

In light of the level of acceptance of the Offers as set out above, the Acceptance Condition has not been satisfied as at the Extended Closing Date, and therefore the Offers have not become unconditional and lapsed on 2 June 2020.

Details of the Voluntary Conditional Cash Offers were disclosed on 13 March 2020, 20 March 2020, 26 March 2020, 3 April 2020, 17 April 2020, 21 April 2020, 18 May 2020, 29 May 2020, 1 June 2020, 2 June 2020, 11 June 2020 and 19 June 2020 respectively.

REQUISITION OF SPECIAL GENERAL MEETING BY SHAREHOLDER

On 23 April 2020, Ms. Bai Yu, a registered holder of 26,093,500 Shares, representing approximately 10.86% of the issued share capital of the Company, deposited the requisition notice dated 15 April 2020 ("Requisition Notice") to the registered office of the Company at Bermuda, requesting the Board to convene the SGM in accordance with the Companies Act, the Bye-laws and other applicable laws, rules and codes for the purpose of considering and, if thought fit, approving the Requisitioned Resolutions as ordinary resolutions of the Company. The Requisitioned Resolutions are reproduced from the Requisition Notice as follows:

• 1. that the maximum number of Directors for the purposes of Bye-law 101 of the Bye-laws be fixed at 11, which number shall be deemed to include any Director appointed pursuant to any of resolutions 2 to 7 below, whether or not the appointment has taken effect;
• 1. that Mr. Cheung Siu Fai be and is hereby appointed as a director of the Company pursuant to Bye-Law 90 of the Bye-Laws with effect from the later of (a) the conclusion of the SGM or (b) where applicable, the earliest time at which such appointment can be given in effect in compliance with the Codes on Takeovers and Mergers and Share Buy-backs published by the Securities and Futures Commission of Hong Kong (the "Takeovers Code");
• 1. that Mr. Fong Wai Ho and is hereby appointed as a director of the Company pursuant to Bye-Law 90 of the Bye-Laws with effect from the later of (a) the conclusion of the SGM or (b) where applicable, the earliest time at which such appointment can be given in effect in compliance with the Takeovers Code;
• 1. that Mr. Lam Chik Shun, Marcus be and is hereby appointed as a director of the Company pursuant to Bye-Law 90 of the Bye-Laws with effect from the later of (a) the conclusion of the SGM or (b) where applicable, the earliest time at which such appointment can be given in effect in compliance with the Takeovers Code;
• 1. that Mr. Leung Wai Kei be and is hereby appointed as a director of the Company pursuant to Bye-Law 90 of the Bye-Laws with effect from the later of (a) the conclusion of the SGM or (b) where applicable, the earliest time at which such appointment can be given in effect in compliance with the Takeovers Code;
• 1. that Mr. Wong Ka Wai be and is hereby appointed as a director of the Company pursuant to Bye-Law 90 of the Bye-Laws with effect from the later of (a) the conclusion of the SGM or (b) where applicable, the earliest time at which such appointment can be given in effect in compliance with the Takeovers Code;
• 1. that Mr. Wong Yiu Kui be and is hereby appointed as a director of the Company pursuant to Bye-Law 90 of the Bye-Laws with effect from the later of (a) the conclusion of the SGM or (b) where applicable, the earliest time at which such appointment can be given in effect in compliance with the Takeovers Code; and
• 1. that the general mandate given to the Directors to allot, issue and deal with additional shares not exceeding 20% of the issued share capital of the Company by an ordinary resolution passed at the annual general meeting of the Company held on 5 December 2019 be revoked with immediate effect.

It is noted that Requisitioned Resolutions numbered 2 to 7 (the "Relevant Alternate Directors Resolutions") in the Requisition Notice refer to the proposed appointment of several candidates (the "Candidates") pursuant to Bye-Law 90 of the Bye-Laws of the Company. Pursuant to Bye-Law 90 of the Bye-Laws of the Company, the Company in general meeting may by ordinary resolution elect a person or persons to act as alternate directors to any of the Directors of the Company. However, there is no information in the Requisition Notice as to which existing Directors to which the Candidates will act as alternate and the Company has still not received such information as at the date of this report. Based on the advice of the legal adviser to the Company as to Bermuda laws, the Relevant Alternate Directors Resolutions are not capable of taking effect due to the omission of the aforesaid information.

The Relevant Alternate Directors Resolutions as reproduced from the Requisition Notice will not be put forward for voting at the special general meeting which held on 29 May 2020 ("SGM").

On 29 May 2020, the Requisitioned Resolutions numbered 1 and 8 (the "Remaining Resolutions") were put forward for voting at the SGM and the Remaining Resolutions were duly passed by the Shareholders by way of poll at the SGM.

CONTINGENT LIABILITIES

As at 31 March 2021, the Company did not provide any corporate guarantee to third parties.

Performance Guarantee

The Company provided a performance guarantee for KCL, an associate of the Company, regarding the management, operation and maintenance of New Kowloon Bay Vehicle Examination Centre and the relevant Hong Kong government tender. The letter of guarantee contains no specific amount and until the expiry of such contract. This performance guarantee was expired on 31 March 2021.

DIVIDEND

The Directors of the Company did not recommend the payment of any dividend for the year ended 31 March 2021 (2020: Nil).

EVENT AFTER REPORTING PERIOD

On 15 April 2021, Perfect Catering Group Limited (a wholly-owned subsidiary of the Company) entered into an agreement with an independent third party in relation to an acquisition of a 20% equity interest in Sunshine Team Limited for a consideration of HK\$2,400,000. Sunshine Team Limited is principally engaged in the operation of a HK-style restaurant in Shatin.

On 17 May 2021, the Company entered into the Tenancy Agreement in respect of the lease of the Premises located at Shop C, G/F, Kam Fook Building, Nos. 29-39 Tai Ming Lane, No. 24 Kwong Fuk Square, Tai Po, New Territories, Hong Kong for operation of a retail shop for a term of three years commencing on 16 June 2021 and ending on 15 June 2024 under the trade name of "People's Market" at a monthly rent of HK\$100,000 (inclusive of government rent, rates and management fees).

The unaudited value of the right-of-use asset to be recognised by the Company under the terms of the Tenancy Agreement amounts to approximately HK\$3.3 million, which is the present value of total consideration payable at the inception of the lease terms of the Tenancy Agreement in accordance with HKFRS 16.

On 12 May 2021, the Company entered into the Tenancy Agreement in respect of the lease of the Premises located at Unit 1101B and Unit 1102, 11/F, The Eastmark, 21 Sheung Yuet Road, Kowloon Bay, Kowloon, Hong Kong for a term of three years commencing on 17 May 2021 and ending on 16 May 2024 at a monthly rent of HK\$149,971.50 (exclusive of government rent, rates, management fees and other service charges) for office use.

The unaudited value of the right-of-use asset to be recognised by the Company under the terms of the Tenancy Agreement amounts to approximately HK\$4.75 million, which is the present value of total consideration payable at the inception of the lease term of the Tenancy Agreement in accordance with HKFRS 16.

BIOGRAPHICAL DETAILS OF DIRECTORS AND SENIOR EXECUTIVES

EXECUTIVE DIRECTORS

Ms. SIU Yeuk Hung, Clara ("Ms. Siu"), aged 56, joined the Company on 9 August 2017. Ms. Siu has extensive experience in marketing and business development. Prior to joining the Company, Ms. Siu has worked in a company listed on The Stock Exchange of Hong Kong Limited, responsible for the marketing and business development since 2006. Ms. Siu is the sister of Ms. Siu York Chee, the director of several subsidiaries of the Company. Ms. Siu has been appointed as the chairman of the Company with effect from 2 July 2020.

Mr. LAW Ka Kei ("Mr. Law"), aged 45, is a director of several subsidiaries of the Company. Mr. Law joined the Group as the General Manager of People's Market in 2012 and appointed as executive director of the Company with effect from 2 July 2020. Mr. Law has over 18 years' retail chain management experience. Mr. Law obtained a Degree of Business Administration from Lingnan University, Hong Kong.

INDEPENDENT NON-EXECUTIVE DIRECTORS

Mr. LEE King Fui ("Mr. Lee"), aged 42, joined the Company in July 2019. Mr. Lee is the Chairman of the Audit Committee and Remuneration Committee, the member of Nomination Committee of the Company. Mr. Lee is a director of Visionwide Consultancy Limited since October 2017. Mr. Lee has more than 18 years of experience in accounting, audit and corporate finance and advisory services in Malaysia Hong Kong and Mainland China. He worked at Enesoon Technology Limited from January 2016 to December 2016, and his last position was vice president of strategic investment. Mr. Lee had been the chief financial officer of different companies in Hong Kong and China namely, Legend Oilfield Services Limited, Aujet Industry Limited, and Wellable Marine Biotech Holding Limited for the period from August 2011 to April 2015. Prior to the above mentioned positions, Mr. Lee worked in KPMG Hong Kong from October 2006 to March 2011 and the last position that he held was senior manager.

Mr. Lee obtained a master's degree in accountancy from The Hong Kong Polytechnic University in October 2012. He was admitted as an associate member of the Hong Kong Institute of Certified Public Accountants since January 2012. Mr. Lee was admitted as a member of the Association of Chartered Certified Accountants in September 2003 and became a fellow member since September 2008. Mr. Lee was al so admitted as a chartered accountant of the Malaysian Institute of Accountants since March 2004.

Mr. Lee is an independent non-executive director of China Creative Digital Entertainment Limited (Stock code 8078), a company listed on the GEM of The Stock Exchange of Hong Kong Limited.

Mr. HO Tak Yin ("Mr. Ho"), aged 49, joined the Company in August 2020. Mr. Ho is the member of Audit Committee, Remuneration Committee and Nomination Committee of the Company. Mr. Ho is a director of a design company since 2002. Mr. Ho has over 18 years of experience in design industry and has sufficient experience in company operational management. The Board believes Mr. Ho as Independent Non-executive Director could bring objective and valuable view to the Group. Mr. Ho obtained a Degree of Arts in Graphic Design from University of Lincolnshire & Humberside, UK.

Mr. LEE Wing Lun ("Mr. Lee"), aged 37, joined the Company in September 2020. Mr. Lee is the member of Audit Committee, Remuneration Committee and Nomination Committee of the Company. Mr. Lee is a technical advisor in technology ventures, start-ups and consulting industry. He holds a Bachelor of Computer Engineering from the University of Hong Kong. Mr. Lee is a partner in an information technology company and responsible to provide IT infrastructure services to corporate clients.

Mr. Lee is an independent non-executive director of China Creative Digital Entertainment Limited (Stock code 8078), a company listed on the GEM of The Stock Exchange of Hong Kong Limited.

CORPORATE GOVERNANCE REPORT

A. CORPORATE GOVERNANCE

Corporate Governance Practices

The Company is committed to achieving high standards of corporate governance to protect the interests of the shareholders of the Company. The Company had complied with the code provisions set out in the Code on Corporate Governance Practices (the "Code") contained in Appendix 15 of the GEM Listing Rules throughout the year ended 31 March 2021 except for the following deviation of Code A.2.1.

Code A.2.1 provides that the roles of chairman and chief executive officer should be separate and should not be performed by the same individual.

The positions of Chairman of the Board and Chief Executive Officer ("CEO") of the Company are both currently carried on by the same person. The Board considers that this structure does not undermine the balance of power and authority between the Board and the management. The Board members have considerable experience and qualities which they bring to the Company and there is a balanced composition of executive Directors and non-executive Directors (including independent non-executive Directors). Given the composition of the Board, the Board believes that it is able to ensure that the balance of power between the Board and the management is not impaired. The Board believes that having the same person performing the roles of both Chairman and CEO does provide the Group with strong and consistent leadership and that, operating in this manner allows for more effective and efficient overall strategic planning of the Group.

During the year ended 31 March 2021, the Board was responsible for determining the policy for the corporate governance of the Company performing the corporate governance duties as below:

• to develop and review the Group' s policies and practices on corporate governance and make recommendations;
• to review and monitor the training and continuous professional development of the Directors and senior management;
• to review and monitor the Group's policies and practices on compliance with all legal and regulatory requirements (where applicable);
• to develop, review and monitor the code of conduct and compliance manual applicable to employees and Directors; and
• to review the Group's compliance with the Code and disclosure requirements in the corporate governance report.

B. SECURITIES TRANSACTIONS BY DIRECTORS

The Company has adopted the required standard of dealings set out in Rules 5.48 to 5.67 (the "Required Standard of Dealings") of the GEM Listing Rules.

Specific enquiry has been made of all the Directors and the Directors have confirmed that they have complied with the Required Standard of Dealings for the financial year ended 31 March 2021.

C. BOARD OF DIRECTORS

Composition of the Board, number of Board meetings and Directors' attendance

The Company's Board is comprised of experienced and highly competent individuals and a balanced composition of Executive and Non-executive Directors. 9 Board meetings were held during the financial year ended 31 March 2021. The composition of the Board and attendance of the Directors are set out below:

	Attendance/ Number of Board meetings	Attendance/ Number of General meetings
Name of Directors	held during the year	held during the year
Executive Directors
Ms. Siu Yeuk Hung, Clara	9/9	3/3
Mr. Law Ka Kei (appointed on 2 July 2020)	6/9	1/3
Mr. Shiu Yeuk Yuen (resigned on 2 July 2020)	2/9	–/3
Independent Non-executive Directors
Mr. Lee King Fui	9/9	3/3
Mr. Ho Tak Yin (appointed on 21 August 2020)	4/9	1/3
Mr. Lee Wing Lun (appointed on 16 September 2020)	3/9	1/3
Mr. Ho Siu King, Stanley (resigned on 7 June 2020)	–	–/3
Mr. Siu Chi Yiu, Kenny (resigned on 18 June 2020)	–	1/3

As some of the Board meetings are concerned with the day-to-day management of the Company which often requires prompt decisions, usually only the executive Directors attend. There was 2 additional Board meetings held for normal course of business during the year.

The list of directors (by category) is also disclosed in all corporate communications issued by the Company pursuant to the GEM Listing Rules.

Ms. Siu Yeuk Hung, Clara is the sister of Ms. Siu York Chee, the director of several subsidiaries of the Company. Save for the aforesaid, there is no relationship between members of the Board.

The Executive Directors are responsible for the leadership and control of the Company and oversee the Group's businesses, strategic decisions and performances and are collectively responsible for promoting the success of the Company by directing and supervising its affairs.

The Independent Non-executive Directors are responsible for ensuring a high standard of financial and other mandatory reporting of the Board as well as providing adequate checks and balances in the Board in order to protect shareholders' interest and overall interest of the Group.

Each Independent Non-executive Director has given the Company an annual confirmation of independence pursuant to Rule 5.09 of the GEM Listing Rules. The Company considers that all the Independent Non-executive Directors are independent and meet the independent guidelines set out in Rule 5.09 of the GEM Listing Rules.

D. APPOINTMENT AND SUCCESSION PLANNING OF DIRECTORS

The procedures and process of appointment, re-election and removal of Directors are laid down in the code provisions A.4 set out in the Code contained in Appendix 15 of the GEM Listing Rules throughout the year ended 31 March 2021.

Code A.4.1 stipulates that Non-executive Directors should be appointed for a specific term, subject to re-election and Code A.4.2 stipulates that all Directors appointed to fill a casual vacancy should be subject to election by shareholders at the first general meeting after their appointment.

All Independent Non-executive Directors appointed has entered into a letter of appointment with the Company for a term of one year and renewable automatically for successive terms of another year unless terminated by three-month notice in writing served by either party. Pursuant to the Code A.4.2, the Directors, regardless of his/her term of appointment, if any, are subject to retirement by rotation at least once every three years and any new director appointed to fill a casual vacancy is subject to re-election by shareholders at the first general meeting after his/her appointment. The Company in practice will observe Code A.4.2 and will ensure that any new director appointed to fill a casual vacancy shall submit himself/herself for re-election by shareholders at the first general meeting after his/her appointment.

E. CHAIRMAN AND CHIEF EXECUTIVE

Code A.2.1 stipulates that the roles of chairman and chief executive officer should be separate and should not be performed by the same individual.

Ms. Siu Yeuk Hung Clara is the Chairman and Chief Executive Officer of the Company. In view of the scale of operations of the Company and the fact that daily operations of the Group's business is delegated to the senior executives and department heads, the Board considers that vesting the roles of both Chairman and Chief Executive Officer in the same person will not impair the balance of power and authority between the Board and the management of the Company. The Board also believes that the current structure provides the Company with strong and consistent leadership and allows for effective and efficient planning and implementation of business decisions and strategies. It is in the best interest of the Group to maintain the current practice for continuous efficient operations and development of the Group.

F. REMUNERATION COMMITTEE

During the year ended 31 March 2021, a remuneration committee (the "Remuneration Committee"), consisting of three Independent Non-executive Directors and two Executive Directors, was set up by the Company in accordance with the Code. The Remuneration Committee has adopted written terms of reference in compliance with Code Provision B.1.3. The primary duties of the Remuneration Committee include the following:

• evaluating the performance and making recommendations to the Board on the remuneration packages of the individual executive directors and senior management;
• making recommendations to the Board on the Company's policy and structure for all Directors' and senior management remuneration and on the establishment of a formal and transparent procedure for developing remuneration policy;
• reviewing and approving the management's remuneration proposals with reference to the Board's corporate goals and objectives.

During the year ended 31 March 2021, the Remuneration Committee held five meetings with presence of all eligible members and reviewed and made recommendations on the remunerations packages of the Directors of the Group.

None of the Directors participated in the determination of his/her own remuneration. Attendance of the members of the Remuneration Committee is set out below:

	Number of meeting attended/Number of
Name of Directors	meeting held
Mr. Lee King Fui	5/5
Ms. Siu Yeuk Hung, Clara	5/5
Mr. Law Ka Kei (appointed on 2 July 2020)	3/5
Mr. Ho Tak Yin (appointed on 21 August 2020)	2/5
Mr. Lee Wing Lun (appointed on 16 September 2020)	1/5
Mr. Ho Siu King, Stanley (resigned on 7 June 2020)	–
Mr. Siu Chi Yiu, Kenny (resigned on 18 June 2020)	–

G. AUDIT COMMITTEE

The Company established an Audit Committee with written terms of reference in compliance with the GEM Listing Rules. The primary duties of the Audit Committee are to review the Company's annual report and financial statements, half-yearly report and quarterly reports and to provide advice and comment thereon to the Board. The Audit Committee is also responsible for reviewing and supervising the financial reporting process and internal control procedures of the Group. During the year ended 31 March 2021, it consists of three Independent Non-executive Directors, Mr. Lee King Fui, chairman of the Audit Committee, Mr. Ho Tak Yin and Mr. Lee Wing Lun. Four meetings were held during the financial year ended 31 March 2021. Attendance of the members of the Audit Committee is set out below:

	Number of meeting attended/Number of
Name of Directors	meeting held
Mr. Lee King Fui	4/4
Mr. Ho Tak Yin (appointed on 21 August 2020)	2/4
Mr. Lee Wing Lun (appointed on 16 September 2020)	2/4
Mr. Ho Siu King, Stanley (resigned on 7 June 2020)	–
Mr. Siu Chi Yiu, Kenny (resigned on 18 June 2020)	–

The Company's annual results for the year ended 31 March 2021, have been reviewed by the Audit Committee.

H. NOMINATION COMMITTEE

During the year ended 31 March 2021, a nomination committee (the "Nomination Committee") consisting of three Independent Non-executive Directors and two Executive Directors was set up by the Company in accordance with the Code. The Nomination Committee has adopted written terms of reference, which have been amended by the Board in compliance with Code Provision A.5.3. The primary duties of the Nomination Committee include:

• reviewing the structure, size and composition (including the skills, knowledge and experience) of the Board at least annually and making recommendations on any proposed changes to the Board to complement the issuer's corporate strategy;
• identify individuals suitably qualified to become board members and select or make recommendations to the Board on the selection of, individuals nominated for directorships;
• reviewing the nomination of Directors and making recommendations to the Board on terms of such appointment;
• assessing the independence of Independent Non-executive Directors.

The Company has adopted a board diversity policy (the "Board Diversity Policy"), which sets out its approach to achieve and maintain diversity on the Board in order to enhance the effectiveness of the Board.

The Company recognises the benefits of Board diversity and endeavours to ensure that the Board has the appropriate balance and level of skills, experience and perspectives required to support the execution of its business strategies. The Company seeks to achieve Board diversity through the consideration of a number of factors, including professional qualifications and experience, cultural and educational background, gender and age. The Company will also take into consideration factors based on its own business model and specific needs from time to time in determining the optimum composition of the Board.

The Board has set measurable objectives (in terms of gender, skills and experience) to implement the Board Diversity Policy and review such objects from time to time to ensure their appropriateness and ascertain the progress made towards achieving those objectives. The Nomination Committee will review the Board Diversity Policy, as appropriate, to ensure its continued effectiveness from time to time.

The Company considers that the current composition of the Board is characterised by diversity, whether considered in terms of professional background and skills.

During the year ended 31 March 2021, the Nomination Committee held four meetings with the presence of all eligible members and (i) reviewed and discussed the structure, size and composition of the Board to ensure that it has a balance of expertise, skills, experience and diversity of perspectives appropriate to the requirements for the business of the Group and (ii) recommendation on the re-election of the retiring Directors.

I. MODEL CODE FOR SECURITIES TRANSACTIONS

The Company has adopted the required standard of dealings set out in Rules 5.48 to 5.67 of the GEM Listing Rules.

Specific enquiry has been made of all the Directors and the Directors have confirmed that they have complied with the Required Standard of Dealings throughout the year ended 31 March 2021.

The Company also has established written guidelines on no less exacting terms than the Required Standard of Dealings (the "Employees Written Guidelines") for securities transactions by employees who are likely to be in possession of any unpublished inside information of the Company.

J. TRAINING AND CONTINUING DEVELOPMENT FOR DIRECTORS

All Directors should participate in continuing professional development to develop and refresh their skills to ensure that they have appropriate understanding of the business and operations of the Group and that they are sufficiently aware of their responsibilities and obligations under the GEM Listing Rules and relevant regulatory requirements.

The existing Directors are continually updated with legal and regulatory developments, and the business and market changes to facilitate the discharge of their responsibilities. Continuing briefings and professional development for Directors will be arranged where necessary.

The Company has also continually updated Directors on the latest development regarding the GEM Listing Rules and other regulatory requirements, to ensure compliance and enhance their awareness of good corporate governance practices.

K. RESPONSIBILITIES IN RESPECT OF THE FINANCIAL REPORTING

The Board is responsible for presenting a balanced, clear and understandable assessment of annual, interim and quarterly reports, price-sensitive announcements and other disclosures required under the GEM Listing Rules and other regulatory requirements.

The Directors acknowledged their responsibility for preparing the financial statements of the Company for the year ended 31 March 2021.

The statement of the external auditors of the Company about their reporting responsibilities on the financial statements is set out in the "Independent Auditor's Report" on page 39.

L. AUDITOR'S REMUNERATION

For the year ended 31 March 2021, the remuneration paid or payable to the Company's auditor, Moore Stephens CPA Limited, is set out as follows:

	Fee
	HK\$'000
Statutory audit services	710
Non-statutory audit services	233
Total	943

M. RISK MANAGEMENT AND INTERNAL CONTROLS

The Board has overall responsibility for the internal control system of the Company. The Board has developed its systems of internal control and risk management and is also responsible for reviewing and maintaining an adequate internal control system to safeguard the interests of the shareholders and the assets of the Company.

The Audit Committee assists the Board in leading the management and overseeing their design, implementation and monitoring of the risk management and internal control systems.

The Board provides direction to senior management by setting the organisation's risk appetite. It also seeks to identify the principal risks facing the organization. Thereafter, the Board assures itself on an ongoing basis that senior management is responding appropriately to these risks. The Group has adopted three lines of defence to identify, assess and manage different types of risks. As the first line of defence, operational management has ownership, responsibility and accountability for directly assessing, controlling and mitigating risks. The second line of defence, consists of the compliance officer, financial controller, company secretary, IT department and all department heads, monitors and facilitates the implementation of effective risk management practices by operational management and assists the risk owners in reporting adequate risk related information up and down the organization. It ensures that risks are within acceptable range and that the first line of defence is effective. As the final line of defense, the independent consultant assists the Audit Committee to review the first and second lines of defense. The independent consultant will, through a risk-based approach to their work, provide assurance to the Board and Audit Committee.

As the corporate and operation structure of the Group is not complex and a separate internal audit department may divert resources of the Group, the Group currently does not have an internal audit department. However, the Group has engaged an independent third party internal control consultant to, on an annual basis, review and provide recommendations on improving its internal control system in order to manage our business risks and to ensure our smooth operation. The review covered certain operational procedures. No significant control failings or weakness have been identified by the consultant during the review. The Board and the Audit Committee would review the need for an internal audit function on an annual basis.

The management has reported to the Board and the Audit Committee on the effectiveness of the risk management and internal control systems for the year ended 31 March 2021. The Board and the Audit Committee considered the risk management and internal control systems effective and adequate. No significant areas of concern that might affect shareholders were identified.

It should be acknowledged that the Group's risk management and internal control system are designed to manage rather than eliminate the risk of failure to achieve business objectives at the reasonable level, but not absolute assurance against material misstatement or loss.

Inside information

The Company has developed its disclosure policy which provides a general guide to the Company's Directors, officers, senior management and relevant employees in handling confidential information, monitoring information disclosure and responding to enquiries.

Control procedures have been implemented to ensure that unauthorized access and use of inside information are strictly prohibited.

N. COMMUNICATIONS WITH SHAREHOLDERS

The Company recognises the importance in engaging in regular, effective and fair communication with its shareholders and is committed to conveying important and relevant information to the shareholders on a timely basis.

The Company strives to ensure that information is made publicly available in a prompt and timely disseminated manner. Disclosure of information is made through announcements to the Stock Exchange, the Company's annual reports, interim reports and quarterly reports, as well as the corporate website (http://www.ecrepay.com).

O. SHAREHOLDERS' RIGHTS

The rights of shareholders and the procedures for demanding a poll on resolutions at shareholders' meetings are contained in the Company's Bye-laws. Details of such rights to demand a poll will be included in the circular to shareholders in relation to the holding of 2021 annual general meeting and explained during the proceedings of the meeting.

Save as aforesaid, pursuant to section 62 of the Bye-Laws, special general meetings of the Company (the "SGM") shall be convened on the requisition of the members of the Company holding at the date of deposit of the requisition not less than one-tenth of the paid up capital of the Company carrying the right of voting at general meetings of the Company. Such shareholders shall have the right, by written requisition to the Board or the company secretary of the Company, to require a SGM to be called by the Board for the transaction of any business specified in such requisition; and the SGM shall be held within two months after the deposit of such requisition. If within twenty-one days of such deposit the Board fails to proceed to convene such meeting, the requisitionist(s) himself (themselves) may do so in the same manner, and all reasonable expenses incurred by the requisitionist(s), as a result of the failure of the Board shall be reimbursed to the requisitionist(s) by the Company.

To ensure effective communication between the Board and the shareholders, the Company has adopted a shareholders' communication policy (the "Policy"). Under the Policy, the Company's information shall be communicated to the shareholders mainly through general meetings, including annual general meetings, the Company's financial reports (annual, interim and quarterly reports), and its corporate communications and other corporate publications on the Company's website and the Stock Exchange's website. Shareholders may at any time make a request for the Company's information to the extent that such information is publicly available. Any such questions shall be first directed to the Chairman of the Board of the Company at the Company's principal place of business in Hong Kong by post or by email. Shareholders may also directly raise questions during the shareholders' meetings.

The number of shareholders necessary for putting forward a proposal at a shareholders' meeting shall be any number of shareholders representing not less than one-tenth of the paid up capital of the Company carrying the right of voting at general meetings at the date of the request.

P. ENVIRONMENTAL ISSUES

The Company is committed to the sustainable development of the environment and our society. The Group has endeavoured to comply with laws and regulations regarding environmental protection and adopted effective environmental policies to ensure its projects meet the required standards and ethics in respect of environmental protection.

Q. RELATIONSHIPS WITH STAKEHOLDERS

The Company recognises that our employees, customers and suppliers and business associates are key stakeholders to the Company's success. We strive to achieve corporate sustainability through engaging our employees, providing quality products and services to our customers, collaborating with suppliers to deliver quality sustainable products and services and supporting our community.

R. COMPANY SECRETARY

Mr. To Chi is the company secretary of the Company. Mr. To has confirmed that he had received no less than 15 hours of relevant professional training for the year ended 31 March 2021, in compliance with Rule 5.15 of the GEM Listing Rules.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT

SCOPE AND REPORTING PERIOD

Easy Repay Finance & Investment Limited and its subsidiaries (the "Group") are pleased to present this Environmental, Social and Governance ("ESG") Report. This report is prepared in accordance with the Environmental, Social and Governance Reporting Guide ("ESG Guide"), as set out in Appendix 20 of the Rules Governing the Listing of Securities on GEM of the Stock Exchange of Hong Kong Limited. This report aims to provide a balanced representation of our major ESG policies, initiatives and performances of the Group in the four main areas – environmental protection, employment and labor practices, operating practices and community participation.

This report has covered the principal businesses of the Group, which includes money lending business, financial instruments and quoted shares investment, property investment, retail and wholesale business. The geographical location of the Group's businesses situated in Hong Kong. The information stated in this report covers the period from 1 April 2020 to 31 March 2021 (the "Reporting Period") which aligns with the financial year as the 2021 annual report of the Group.

The Group firmly believes in the need to prioritize environmental and social responsibilities and continues to seek ways to improve its environmental management system. In addition to achieving our business objectives, we recognize our responsibility to operate in a more responsible and sustainable manner by integrating ESG considerations into our day-to-day operations.

STAKEHOLDERS ENGAGEMENT

The Group is committed to creating positive values and believes that the interests of all stakeholders must be considered in order to strengthen relationship with our shareholders, employees, suppliers, customers, government authorities and the society as a whole.

Stakeholder participation is essential for the Group to understand their concerns and expectations in order to determine the most significant aspects of ESG. It is the foundation of our sustainable development strategy and supports our long-term sustainable development. The Group continue to proactively engaged with the key stakeholder groups in a variety of ways in order to fully understand their perspectives and expectations. The areas of concern considered by the stakeholders are listed below:

Major Stakeholder	Major Communication Channels	Major Concerns
Shareholders and Investors	• Press release • Corporate Announcements and Circulars • Annual and Interim Reports • Annual General Meetings	• Profitability • Financial Stability • Information Disclosure & Transparency
Employees	• Staff trainings • Team Building Activities • Business Meetings and Briefings • Performance Appraisals	• Compensation & Benefits • Career Development and Training Opportunities • Health & Safety Work Environment
Suppliers	• Phone Calls, Conferences, Emails	• Cooperation on Fair Terms
Customers	• Customer Complaint Hotlines • Meetings and Correspondences	• Quality of Products and Services • Understanding of the Products and Services • Privacy Protection
Public Community	• Charitable and Volunteering Activities • Community Interactions	• Corporate Social Responsibilities • Community Investment and Charitable Activities
Government and Supervisory Institutions	• Major Meeting and Policy Consultation • Information Disclosures • Examinations and inspections	• Compliance Operation • Corporate Governance • Environmental Protection

During the year, through a wide range of communication channels, we have learned the important concerns of the major stakeholders, including ESG compliance, environmental emissions and anti-fraud measures are the main focuses of our stakeholders. With the aim of contributing our effort to protecting the environment and supporting the society, we are dedicated to leading a business driven primarily by sustainability through tides of change. We emphasize the significance of sustainable development in our operational strategies as we believe to act responsibly, we must plan sustainably.

MATERIALITY ASSESSMENT

During the Reporting Period, the Group conducted an annual review to identify the main concerns and major interests of stakeholders on ESG issues through a substantive assessment survey involving stakeholders. Based on the influence and dependence of internal and external stakeholders on the Group, some stakeholders, including employees and suppliers, participated in this materiality assessment. Selected stakeholders were invited to participate in an electronic survey to express their opinions on the list of ESG questions. The following table briefly shows the results of the assessment:

Materiality Assessment Matrix

Importance of ESG Topics to External Stakeholder

Item ESG Topic Item ESG Topic Employee remuneration, benefits and rights 15 Environmental risks and social risks of the suppliers Product health and safety 16 Marketing communications Selection and monitoring of suppliers 17 Number of concluded legal cases regarding corrupt practices Customer satisfaction 18 Environmentally preferable products and services Employee development and training 19 Community support Customer information and privacy 20 Energy use Anti-corruption policies and whistle-blowing procedure Water use Cultivation of local employment 22 Preventing child and forced labor Observing and protecting intellectual property rights Hazardous waste production Anti-corruption training provided to directors and staff Non-hazardous waste production Occupational health and safety 25 Mitigation measures to protect environment and natural resources Diversity and equal opportunity of employees 26 Climate change Use of materials 27 Air emissions Product and service labelling 28 Greenhouse gas emissions

The breakdown of topics is listed in the following table:

Through the materiality analysis, the Group identified 'Employee remuneration, benefits and rights', 'Product health and safety', and 'Selection and monitoring of suppliers' as issues of high importance. Given the high degree of concerns on the material issues mentioned above, the Group has carefully priced the risks and opportunities behind those matters and elaborated in detail under different sections of this ESG Report.

STAKEHOLDER'S FEEDBACK

The Group welcomes stakeholders' feedback on its ESG approach and performance. Please give your suggestions or share your views with the Group through any channel below:

Address: Unit A, 8/F, D2 Place Two, 15 Cheung Shun Street, Cheung Sha Wan, Kowloon, Hong Kong Email: info@ecrepay.com Phone: +(852) 2898 0567

A. ENVIRONMENTAL ASPECTS

A1 Emissions & A2 Use of Resources

The Group is committed to achieving environmental sustainability through daily operations. In order to promote better environmental management, the Group continues to dedicate its best effort to comply with laws, regulations and rules related to environmental issues in its business.

In general, the energy consumption and raw material usage of the Group are relatively low. The Group's primary business is the provision of quality financial services which has minimal direct impact to the environment and we do not generate hazardous waste.

Emission Sources and Use of Resources

Direct Emissions

Due to the business nature, the Group does not produce a large amount of emissions. In view of the daily business activities of the Group, direct emissions mainly come from the daily use of business vehicles fuel combustion. Regarding the Group's approximate amount of sulphur oxides ("SOx "), nitrogen oxide ("NOx ") and respiratory suspended particles ("RSP") produced from our operation, the figures are shown in the table below:

Emissions from Vehicles	Unit	2019/20	2020/21	Comparison
Units of fuel consumed by vehicles	Liters	18,959	7,293.71	(61.53%)
Sulphur oxides (SOx )	Kilograms	0.29	0.11	(62.07%)
Nitrogen oxides (NOx )	Kilograms	184.651	5.44	(97.05%)
Respiratory suspended particles (RSP)	Kilograms	17.851	0.39	(97.82%)

Note:

• 1 The direct emissions in 2019/20 have been recalculated, and figures have been restated accordingly.

During the Reporting Period, the total emission of SOx , NOx and RSP are 0.11 kg, 5.44 kg, and 0.39 kg, respectively. Comparing to the emissions data in the last Reporting Period, the air emissions of SOx , NOx and RSP have reduced 62.07%, 97.05% and 97.82% respectively. The changes were mainly due to the disposal of three light good vehicles and one medium and heavy good vehicle. The Group will keep monitoring on the emissions data in order to enhance the least usage of vehicles in the future.

The Group is aware of the air pollutants generated from vehicles usage and will consider to use a more environment-friendly fuel type, such as electricity or other biomass sources, in the upcoming Reporting Period to reduce carbon footprint.

Greenhouse Gas Emissions

The Group's main contribution to the carbon footprint comes from indirect greenhouse gas ("GHG", "carbon dioxide" or "CO2") emissions from air travel for business purposes and electricity consumption, primarily due the use of office equipment in the workplace, including but not limited to the lighting systems, air-conditionings and office machineries. The emissions of GHG of the Group can be broadly classified into direct emissions (Scope 1), energy indirect emissions (Scope 2) and other indirect emissions (Scope 3).

The emissions of GHG for the year end at 31 March 2021 has been summarized as follow:

Aspects	Emission (in tCO2e)	Percentage
	2019/20	2020/21	Comparison
Scope 1 – Direct GHG Emissions	70	19.75	(71.79%)
Scope 2 – Indirect GHG Emissions	479	532.69	11.21%
Scope 3 – Other Indirect GHG Emissions	211	14.40	(31.43%)
Total GHG Emissions – CO2	5701	566.83	(0.56%)
Total GHG Emissions – CO2 (per employee)	5.761	5.73	(0.52%)

Notes:

1 Due to update of the in-scope entities, the emissions of 2019/20 have been recalculated, and figures have been restated accordingly.

• Reference was made to Appendix 20 of the Listing Rules governing the GEM Board and the relevant guidance of The Stock Exchange of Hong Kong Limited for the emission factors, unless stated otherwise.
• tCO2e represents tonnes of carbon dioxide equivalent.
• Direct emissions of the Group were from fuel combustion in vehicle and ship.
• Energy indirect emissions of the Group were from purchased electricity.
• Other indirect emissions of the Group included air travel for business, paper used and recycled and electricity used for fresh water and sewage processing by government department.

During the year, the total carbon emissions are approximately 566.83 tonnes, representing a decrease of 3.17 tonnes, or 0.56%, compared with the figure in the last fiscal year. The Group will continue to assess and record its greenhouse gas emissions and other environmental data annually and compare it with last year's data to assist the Group in further developing emission reduction targets in the future.

Electricity and Water Consumption

The Group is well aware that the rational use of resources is an indispensable part of sustainable development. The resources used by the Group are principally attributed to electricity and water consumed at offices. During the Reporting Period, the approximate amount of the Group's electricity consumption and water consumption are shown in the following table:

Electricity Consumption	Unit	2019/20	2020/21	Percentage Comparison
Electricity Consumption	kWh	739,631	991,313.5	34.03%
Electricity Consumption per employee	kWh/employee	7,471	10,013.27	34.03%
Water Consumption	m3	4,581.881	9,323	103.48%
Water Consumption per employee	m3/employee	46.281	94.17	103.48%

Note:

1 Due to update of the in-scope entities, the consumption of 2019/20 have been recalculated, and figures have been restated accordingly.

For the year ended 31 March 2021, the electricity consumption of the Group is 991,313.50 kwh, representing an increase of 251,682.50 kWh, or 34.03%, compared with the figure in the last fiscal year. During the Reporting Period, new offices were rented, resulting in an increase in electricity consumption.

In order to achieve energy conservation and reduce GHG emissions, the Group has adopted a number of energy conservation measures to ensure the most efficient use of electricity, reduce emission of GHG and demonstrate our determination to protect our environment, including but not limited to the below:

• 1) Choose energy-efficient appliances, e.g. replace the traditional bulbs by LED energy-saving bulbs in the office;

• 2) Switch off air conditioning and lighting systems after office hours;

• 3) Advise employees to put their computers in hibernation mode and turn off all other office equipment when not in use;

• 4) Keep all the doors and windows closed when the air conditioners are in operation; and
• 5) Teleconferences and internet-meeting practices are encouraged to avoid unnecessary business travel.

The majority of the Group's water consumption comes from drinking water and daily activities of employee. The water consumption of the Group is 9,323 m3, representing an increase of 4,741.12 m3, or 103.48%. The large variance in water consumption is due to the fact that the data collected by the Group this fiscal year is more complete than the previous fiscal year. The Group is committed to enhancing the awareness of water conservation among employees and other stakeholders. The Group promotes and guides employees to save water by posting water conservation slogans.

Looking ahead, the Group will be more active in seeking opportunities to improve operational efficiency so as to minimize the use of resources.

Waste Control

During the Reporting Period, no significant hazardous waste was generated in our business activities. Our waste mainly comes from food waste and general office waste, which are non-hazardous. The Group has generated 8,846 tonnes of food waste and 1.49 tonnes of general office waste in the Reporting Period. Our non-hazardous waste is dealt with appropriately and is disposed of in a proper manner by qualified waste disposal company in each business region.

Paper Usage

A large amount of paper consumption will have a serious impact on the environment. To save energy and protect resources, the Group should use office paper in a scientific and reasonable manner. Regarding the Group's approximate the paper usage at office, the figure is shown in the table below:

Paper Usage	Units	2019/20	2020/21	Percentage Comparison
Total paper consumption	Kilograms	1,731	1,794.41	3.66%
Total paper consumption per employee	Kilograms/employee	17	18.13	6.65%

This fiscal year, the Group consumed a total of 1,794.41 kg of paper, increased by 3.66% compared with the previous year. During the Reporting Period, the Group has also followed a number of resources saving and efficiency measures to promote paperless office, including but not limited to the below:

• 1) Encourage employees to reduce the use of paper by assessing the necessity of printing before use;
• 2) Encourage double sides printing and the use of scrap papers in printing;
• 3) Recycled paper is used for intra-group informal documents and draft papers;
• 4) Send electronic greetings over email or other forms of electronic applications, such as WhatsApp or WeChat, rather than faxing or writing; and
• 5) Encourages the shredding and recycling of documents that are no longer needed.

Packaging Materials

The major packaging materials used by the Group are compression bags, paper boxes and labels. During the Reporting Period, the Group has used 761,518 pieces, 187,627 pieces and 214,901 pieces of compression bags, paper boxes and labels respectively in daily operation. To ensure utilization of the material are in the greatest extent, the usage is constantly evaluated to avoid overstocking and squandering.

We believe through continuous effort of the Group in reducing resources usage and generation of non-hazardous waste, it would bring greater operational efficiency, eco-friendly and paperless workplace, leading to continuous reduction of paper usage, and further environmental impact protection.

Investment Practices

The Group follows a principle that ESG issues are incorporated into the investment analysis and decision-making process. The Group actively seeks to cooperate with companies with good practices in dealing with environmental, humanitarian and governance issues when acting as a placing agent or an underwriter of fund-raising activities.

Companies that perform well in ESG tend to have better financial performance. Companies with excellent ESG performance will have longterm competitive advantage, lower downside risk and better reputation. In the face of unpredictable major risks, companies that pay attention to ESG factors perform significantly better than the market average in resisting risks. These factors can bring great confidence to investors, and help to create better profits and returns for investors, particularly in the long run. When the Group is looking for investment targets, the Group carefully reads prospectuses and annual reports of these companies and take into account their transparency and accountability, and takes into account their transparency and accountability. The Group is concerned about who manages these companies and/or who sits on the board of directors, and cares about the behavior of these companies in terms of environment, society and workers' rights.

The Group seeks cooperation with environmentally conscious companies that (i) strive to reduce energy use, waste and pollution; (ii) make the greatest efforts to conserve resources, such as using recyclable materials, and minimizing paper communication; and (iii) exploit natural resources in a responsible manner.

The Group looks for companies with a sense of social responsibility that (i) cooperate with high-quality suppliers with high ethical standards; (ii) have high customer satisfaction; (iii) maintain integrity interaction with the government and regulators; (iv) make decisions with a view to maximize positive impacts and minimize negative impacts on the society; and (v) provide charitable contributions and support to the community.

The Group would like to work with companies that respect workers' rights and human rights. These companies ensure the health and safety of working conditions and surrounding communities, and provide fair and equitable wages and benefits.

The companies that the group cooperates with should also have a robust governance mechanism, which can properly manage various corporate governance issues, including but not limited to financial reports and other disclosures, investor relations, executive compensation, conflicts of interest, and regulatory compliance.

The Group shares the set of principles and best practices with our major customers and encourages them to apply the same principles when selecting a company to invest.

A3 The Environment and Natural Resources

Since our business is mainly office-based, it does not result in any other significant pollution or destruction of the environment and natural resources. The main environmental impact of the business is the indirect impact of carbon dioxide generated by power and paper usage in the daily activities of the business. The Group has taken steps to reduce its impact on the environment by adopting energy saving measures mentioned in A1 Emissions and A2 Use of Resources. The Group has complied with relevant laws and regulations and did not find any cases of breach of regulations relating to emissions and the environment during the Reporting Period.

As we understand that there will be more concerns from government, companies and public over carbon emissions, the Group will continue to assess environmental risks in our business operations to formulate responsive measures and regularly review and update our environmental protection policies.

B. SOCIAL

B1 Employment and Labor Practices

The Group insist in believing that employees are the company's most valuable asset and an indispensable part of the company's sustainable development. The Group is committed to providing a workplace free from any form of discrimination and harassment, and provides opportunities for employees with different backgrounds and characteristics to build a diversified workforce. We strongly prohibit any form of discrimination against our potential or existing employees based on nationality, age, gender, sexual orientation, identity, race, disability, pregnancy, political orientation, etc. In accordance with the Group's policies and procedures, we focus on transparent recruitment and employment mechanisms. In all labor relations within the Group, whether it is personnel recruitment, promotion, or dismissal, the Group only values whether the candidate or employee's ability, qualification, experience and performance match the job position.

A good employee management system is the basis for acquiring and retaining talents. The Group has established an "Employee Handbook", which includes terms and conditions of employment, employee working hours, rest periods, employee benefits (entitled holidays, insurance and training), and office rules and policies, etc. In addition, the Group provides various forms of incentives to employees, including but not limited to competitive salaries and benefits. These incentives are evaluated based on employees' personal qualifications and work performance, and refer to the situation of companies in the same industry that year.

All our employees basically enjoy fair wages, fixed working hours, appropriate insurance coverage, statutory holidays and other types of leave, including sick leave, maternity leave, marriage leave, paternity leave and jury leave. In addition, the Group also organized various leisure activities, including but not limited to annual dinners, birthdays or Christmas parties, to enhance the cohesion of employees.

During the year under review, the Group did not find any labor lawsuits related to the Group or its employees.

The total workforce by age group and gender, as compared to last year, are as follows:

Number of Employee of the Group	As at 31 March 2020	As at 31 March 2021	Movement	Percentage Comparison
By Gender
Male	43	45	2	4.65%
Female	56	54	(2)	(3.57%)
By Age
Below 30 years old	10	9	(1)	(10.00%)
Between 31 to 40 years old	31	29	(2)	(6.45%)
Between 41 to 50 years old	25	27	2	8.00%
Over 50 years old	33	34	1	3.03%

The comparison of personnel distribution in the two years is shown in the figure below:

Personnel Distribution

There is no change in the number of employees and small changes in the number of employees in each category. The Group always adheres to the principle of personnel diversification, so as to build a large family with strong compatibility and cohesion.

The Group actively adopts various measures to retain talents, thereby reducing the turnover rate of employees, such as:

• strengthening recruitment control so that applicants can fully understand the working environment and welfare level of the Group;
• attaching importance to employee training so that the Group can fully meet the career development requirements of employees;
• paying attention to the working pressure of employees, and advocating conversations between management and employees to ease the psychological pressure of employees; and
• expanding the development prospects of the Group, and providing a competitive career platform for the employees.

The employee turnover rate was low. Only 35 employees left the Group during the Reporting Period.

	As at	As at		Percentage
Number of Employee left the Group	31 March 2020	31 March 2021	Movement	Comparison
By Gender
Male	28	13	(15)	(53.57%)
Female	28	22	(6)	(21.43%)
By Age
Below 30 years old	11	7	(4)	(36.36%)
Between 31 to 40 years old	13	10	(3)	(23.08%)
Between 41 to 50 years old	14	11	(3)	(21.43%)
Over 50 years old	18	7	(11)	(61.11%)

Compared with previous year, the turnover rate of the Group has decreased from 57% to 35% this year, which is in line with the peopleoriented concept of the Group. The Group will make persistent efforts to pay more attention to the employees and make them love this family, so as to further reduce the turnover rate of employees.

B2 Health and Safety

The Group concerns about the health and safety of its employees and is committed to providing a safe, healthy and productive environment for all.

The total indicators regarding to health and safety are as follows:

Indicators	2019/2020	2020/2021
Number of work-related fatalities	–	–
Rate of work-related fatalities1	–	–
Number of reportable injuries2	2	1
Number of reportable occupational diseases	–	–
Number of lost days due to work injury3	295	296

Notes:

• 1. The rate of work-related fatalities is calculated based on the number of injuries per 200,000 hours worked (employees working 40 hours per week for 50 weeks).
• 1. Reportable injuries refer to work-related accidents to employees resulting in incapacity for a period exceeding three days in Hong Kong.
• 1. Lost days refer to the days that could not be worked as a consequence of a worker being unable to perform their usual work because an occupational accident or disease.

The Group pays attention to the safety and health of all employees and provides complete medical insurance for all full-time employees, including but not limited to medical insurance, operation insurance, hospitalization insurance and employee compensation insurance.

The Group has established policies and procedures for primary hazard prevention and all aspects of workplace health and safety. The main purposes of the policy are: (1) to maintain and promote workers' health and working condition; (2) to improve the working environment for safety and health; and (3) to develop a work culture in a direction which supports health and safety at the workplace. All employees must comply with all policies and procedures related to fire safety, suspicious mail alarm, rainstorm alarm, typhoon arrangement and office neatness policy to avoid injury to employees due to the above reasons.

Novel coronavirus (COVID-19) pneumonia has been the focus of the world's attention in the past year. The Group has also given priority to the epidemic prevention situation. In the face of serious epidemics, we have actively responded to the government's call to encourage employees to work at home, so as to minimize the situation where employees are in danger.

In terms of working environment, the board of directors has set up an office in Hong Kong to provide a safe, clean and healthy working environment and protect employees from occupational hazards. The Group also implements a smoking policy, which forbids employees to smoke in any area of the office, so as to provide employees with a healthy, safe and free breathing working environment.

During the year under review, no non-compliance case was noted in relation to Hong Kong health and safety laws and regulations.

B3 Development and Training

The Group emphasizes the importance of employee training and development. It strives to assist employees not only in acquiring professional knowledge to fulfil their duties, but also in developing their lifelong career. Training includes internal, external, induction, on-the-job, capability and corporate culture training.

Training programme is designed according to different needs of staff, in particular, new staff, front line staff, supervisory staff and staff with compliance functions. Upon joining the company, all new recruits will have a briefing session on AML/CTF as part of the orientation.

All directors of the Group receive comprehensive, formal and tailored induction training, to ensure that they understand business operations of the Group, directors' responsibilities and obligations under the Listing Rules and other regulatory requirements. They are also trained regularly on the newest relevant statutory requirements and market changes, to ensure their high level of awareness on the industrial trends.

The directors are responsible for planning staff training schedules and refreshing course for relevant staff members to attend on a periodic basis. The record of attendance will be maintained by directors.

As at 31 March 2021, all employees have participated in the training, with a total duration of 207 hours. The total training hours by gender and employee category, as compared to last year, are as follows:

Number of employees trained by the group	As at 31 March 2020	As at 31 March 2021	Percentage Comparison
Total employees trained	99	99	0%
By Gender
Male	71	50	(29.58%)
Percentage of male trained	72%	51%	(29.17%)
Female	42	56	33.33%
Percentage of female trained	42%	57%	35.71%
By Employee Category
Senior management	6	8	33.33%
Percentage of senior management trained	6%	8%	33.33%
Middle management	31	31	0%
Percentage of middle management trained	31%	31%	0%
Frontline and other employees	76	69	(9.21%)
Percentage of frontline and other employees trained	77%	70%	(9.09%)

	As at	As at	Percentage
Training hours of the Group	31 March 2020	31 March 2021	Comparison
Total hours	280	207	(26.07%)
Average training hours per employee	2.48	2.09	(15.73%)
By Gender
Male	170	92	(45.88%)
Average training hours of male	2.39	1.84	(23.01%)
Female	110	115	4.55%
Average training hours of female	2.62	2.05	(21.76%)
By Employee Category
Senior management	29	13	(55.17%)
Average training hours of senior management	4.83	1.63	(66.25%)
Middle management	83	55	(33.73%)
Average training hours of middle management	2.68	1.77	(33.96%)
Frontline and other employees	168	139	(17.26%)
Average training hours of frontline and other employees	2.21	2.01	(9.05%)

Comparing to the data in the last Reporting Period, the total training hours of senior management, middle management and frontline employees decreased by 55.17%, 33.73% and 17.26% respectively. The decreasing amount of training is due to COVID-19. The Group will pay more attention to the development of employees and provide more training opportunities in the future.

B4 Labor Standards

The Group strictly complies with the Employment Ordinance of the Laws of Hong Kong (Cap 57) and other local laws and regulations relating to employment. Any employment of child and force labor, discrimination and harassment are strictly prohibited by the Group. We strive to fulfill our responsibilities to employees, respects their legitimate rights and interests, promote their professional development, improve our working environment and pay attention to the physical and mental health of employees, in order to realize the common development of the Group and its employees. If applicants are found in providing any counterfeiting or forgery information, the Group has right to dismiss the employee immediately.

To keep a clean working environment, the Group has established a transparent recruitment and employment mechanism. In all employment decisions, including recruitment, promotion and termination, the Group only takes the qualification, experience and performance of candidates or employees relevant to the job function into account. The employment term and conditions are set out in the "Employee Handbook" which is required to be signed by all new employees to confirm acceptance.

During the Reporting Period, the Group did not find any non-compliance with laws and regulations which have a significant impact on employment and labor practices.

B5 Supply Chain Management

The Group is mainly engaged in the wholesale and retail business of grocery products, cash coupons, restaurants and quick-frozen food. The Group has been registered as a food importer/food distributor in accordance with the Food Safety Ordinance. The Group pays attention to the environmental and social impacts of our business activities, and takes measures to minimize the negative impacts of the Group and its suppliers and service vendors on the environment and society. In the assessment, selection and evaluation process of suppliers and service vendors, we certainly take compliance with environmental laws as an important consideration. We are more enthusiastic about choosing suppliers that respect the environment and respect for sustainable development. In addition, we focus on indicators such as product and service quality, cost, delivery time and stability, safety management and related qualifications.

During the Reporting Period, the number of suppliers are listed as below:

Number of Suppliers by Region	2019/2020	2020/2021
Hong Kong	120	102
Korea	2	1
Taiwan	–	7
Malaysia	–	1

The Group realizes that supply chain management plays an important role in its business development, and attaches great importance to the environmental and social performance of suppliers. The Group requires its supply chain partners to abide by the principles of reasonable ethical business conduct recognized by the Group and supervise its operation methods to reduce its impact on society.

The Group has established procedures to select and evaluate suppliers in accordance with certain requirements and standards set by the Group to ensure that the purchased goods comply with relevant standards and guidelines. When selecting and evaluating suppliers, the Group also considers their environmental compliance records and commitment to social responsibility. In the selection process, priority will be given to environmentally and socially responsible suppliers.

B6 Operating Practices and Product Responsibility

Product responsibility

Product responsibility is one of the Group's top priorities. Through strict internal control, the Group strives to ensure the quality of products and services. Especially in the food distribution business, the Group has established internal food safety management system according to the requirements of ISO 22000:2005 to ensure that the food is in good condition in the process of processing and delivery. The product policy for new products specifies the procedures for sample receiving and inspection, sample return and product detail preparation. The quality assurance department shall inspect the products before they are placing in stock to ensure that there are no defects in the quality of the products.

In addition, the Group provides financial services such as loans to individuals and enterprises in Hong Kong. The Group's lending business is operated as a licensed money lender under the Money Lenders Ordinance (the "Money Lenders Ordinance").

During the reporting period, the Group did not find any non-compliance in terms of health and safety, advertising and labeling related to products and services required by relevant laws and regulations.

Confidentiality

The Group attaches importance about the trust and satisfaction of customers. Based on our business characteristics, there is no doubt that the confidentiality of customer information is crucial. We always adhere to the most stringent standards to protect customer information.

The Group has a contractual obligation of confidentiality to its customers, that is, all transaction details, contracts and other relevant information are treated as confidential information. The Group strictly abides by relevant laws and regulations and maintains a high awareness of customer information protection. The collected data is retained only when it is consistent with the purpose, and will be destroyed when the purpose is expired. Unauthorized personnel are not allowed to access and review any confidential data.

During the reporting period, no violations of data protection and privacy required by relevant laws and regulations were found.

Handling of Complaints

The Group has established policies and procedures for handling complaints. The customer service department is responsible for reviewing all customer complaints, collecting evidence and providing feedback and suggestions on general complaints.

In addition to general recommendations, specific or complex complaints will be forwarded to the relevant department head for special treatment. After receiving all the complaints, the Group gives a preliminary reply and takes corresponding follow-up actions.

In order to promote effective communication with customers, the Group has been implementing the following measures:

• 1. Provide one or more communication channels to facilitate communication between customers and us;
• 1. Provide timely confirmation of receipt of feedback, including the provision of a copy of the communication, the date and time of registration, and the communication reference code; and
• 1. Respond promptly to the communication in an appropriate and meaningful way.

During the reporting period, no non-compliance case around product or service liability was noted according to relevant laws and regulations.

B7 Anti-Corruption & Anti-Money Laundering

The Group does not tolerate any corruption, fraud or other conduct against professional ethics. The Group values and upholds integrity, honesty and fairness in how it conducts business. To make this strong commitment within our business, the Group has established the "Anti-Money Laundering and Counter-Terrorist Financing Policies and Procedures" ("AML & CTF Policy") with reference to the Drug Trafficking (Recovery of Proceeds) Ordinance, the Organized and Serious Crimes Ordinance, the United Nations (Anti-Terrorism Measures) Ordinance and Anti-Money Laundering and Counter-Terrorist Financing (Financial Institutions) Ordinance. The AML & CTF Policy has established clear responsibility and accountability of directors and staff of the Group, and defined a wide range of terms related to anti-corruption and explains how these terms apply to various situations to ensure compliance.

To promote anti-fraud principles and consistent organizational behaviors, the Group is required to:

• conduct AML & CTF risk assessment in order to identify, assess and take effective action to mitigate their ML/TF risks from time to time;
• obtain all required customer information or documents before conducting business with the customers;
• take all reasonable steps and customer due diligence process before conducting business with the customers; and
• conduct the necessary ongoing monitoring for identification of suspicious transactions.

For customers that have a higher risk of risk grading, additional measures, i.e. enhanced customer due diligence process, will be adopted. The Group has set up control and monitoring procedures to capture accounts conducting frequent cash transactions, suspicious trading pattern and third party transactions of large amounts. In combating terrorist financing, the Group exercises customer due diligence, the Know Your Client ("KYC") principles, to monitor any abnormal transaction and to identify the beneficial owner.

The Group is committed to creating a culture of integrity and justice by accepting internal complaints and whistleblowing. The whistle blowing channel, as set out in the "Anti-Money Laundering and Counter-Terrorist Financing Policies and Procedures", has been in place for employees at all levels to raise any concerns without fear of any negative impacts. The Group encourages reporting of suspected business irregularities and provides clear channels specifically for this purpose. All employees can contact the AML Compliance Manager or Compliance Officer or, in case of extremely serious matter, directly to the Chairman of the Board's audit committee for lodging a complaint or whistleblowing. The Group is committed to the highest standards of integrity and ethics.

During the period under review, the Group has complied with all applicable anti-money laundering laws and regulations in Hong Kong and performed regular internal assessment in order to assess the different risk factors of the Group's money laundering activities. The Group was not aware of any of non-compliance with laws or regulations that has a significant impact concerning bribery, extortion, fraud or money laundering during the year.

B8 Community

The Group recognizes our responsibility to the community, and is committed to providing available resources to support the community and encouraging employees to participate in various charitable and voluntary activities.

We actively advocate employees to seek opportunities to work with charitable organizations to get involved in various charitable events, to arouse attention to the community and drive further participation in community services.

The Group will continue to uphold the principles of accountability to shareholders, investors, suppliers, customers and the public community and seek further development opportunities to maintain a harmonious relationship with stakeholders.

REPORT OF THE DIRECTORS

The directors of the Company (the "Directors") present their annual report together with the audited consolidated financial statements for the year ended 31 March 2021.

PRINCIPAL ACTIVITIES

The Group is principally engaged in money lending business, financial instruments and quoted shares investment, retail and wholesale business.

BUSINESS REVIEW

A review of the business of the Group and a discussion on the Group's future business development during the year ended 31 March 2021 are provided in the Chairman's Statement on page 5 and Management Discussion and Analysis on pages 6 to 10 of this Annual Report.

An analysis of the Group's performance during the year ended 31 March 2021 using financial key performance indicators is provided in the Financial Summary on page 3 of this Annual Report.

Discussion on the Group's environmental issues and compliance with the relevant laws and regulations that have a significant impact on the Company are contained in the Corporate Governance Report and Environmental, Social and Governance Report on pages 12 to 32 of this Annual Report.

The Company's key relationships with its employees, customers and suppliers and business associates that have a significant impact on the Company and on which the Company's success depends are shown in the Management Discussion and Analysis under "Employees" section on page 7 and in the Corporate Governance Report on pages 12 to 19 of this Annual Report.

RESULTS AND APPROPRIATIONS

The results of the Group for the year ended 31 March 2021 are set out in the consolidated statement of comprehensive income on page 44 of the annual report.

The Directors of the Company did not recommend the payment of any dividend for the year ended 31 March 2021 (2020: Nil).

FINANCIAL SUMMARY

A summary of the results and of the assets and liabilities of the Group for the last five years is set out on page 3.

PROPERTY, PLANT AND EQUIPMENT

Details of the movements in property, plant and equipment of the Group are set out in note 14 to the consolidated financial statements.

ISSUED CAPITAL AND SHARE OPTIONS

Details of the movements in issued capital and share-based compensation of the Company for the year ended 31 March 2021 are set out in notes 31 and 32, respectively to the consolidated financial statements.

RESERVES

Details of the movements in reserves of the Group during the year are set out on page 47 in the consolidated financial statements.

DISTRIBUTABLE RESERVES

The Company's reserves available for distribution to shareholders as at 31 March 2021, comprising share premium, contributed surplus and (accumulated losses)/retained earnings, amounted to HK\$265,290,000.

MAJOR CUSTOMERS AND SUPPLIERS

The five largest suppliers of the Group accounted for approximately 45.2% of its cost of sale for the year ended 31 March 2021. The largest supplier of the Group accounted for approximately 13.7% of its cost of sale for the year ended 31 March 2021.

Sales to the Group's five largest customers accounted for approximately 9.0% of the Group's turnover for the year ended 31 March 2021. The Group's largest customer accounted for approximately 2.2% of the Group's turnover for the year ended 31 March 2021.

Save as disclosed above, if any, none of the Directors or any of their associates (as defined in the Rules Governing the Listing of Securities on GEM (the "GEM Listing Rules")) or any shareholders of the Company (who, to the knowledge of the Directors, own more than 5% of the issued share capital of the Company) had any beneficial interest in any of the five largest suppliers or customers of the Group for year ended 31 March 2021.

DONATION

During the year ended 31 March 2021, no donation was made by the Group (2020: nil).

DIRECTORS

The Directors who held office during the year are:

Executive Directors

Ms. Siu Yeuk Hung, Clara Mr. Law Ka Kei (appointed on 2 July 2020) Mr. Shiu Yeuk Yuen (resigned on 2 July 2020)

Independent Non-executive Directors

Mr. Lee King Fui Mr. Ho Tak Yin (appointed on 21 August 2020) Mr. Lee Wing Lun (appointed on 16 September 2020) Mr. Ho Siu King, Stanley (resigned on 7 June 2020) Mr. Siu Chi Yiu, Kenny (resigned on 18 June 2020)

CHANGES IN INFORMATION OF DIRECTORS

Pursuant to Rule 17.50A (1) of the GEM Listing Rules, there are changes in the information required to be disclosed pursuant to paragraph (a) to (e) and (g) of Rule 17.50(2) of the GEM Listing Rules during the course of the directors' term of office. The total remuneration of Ms. Siu Yeuk Hung, Clara and Mr. Law Ka Kei were HK\$859,000 and HK\$508,000 for year ended 31 March 2021 respectively. The remuneration was determined based on their qualifications, experience, level of responsibilities and prevailing market conditions.

Mr. Lee King Fui has resigned as the Independent non-executive director of Hang Tai Yue Group Holdings Limited (stock code: 8081) on 8 December 2020.

Save as disclosed above, there are no other matters that need to be disclosed pursuant to Rule 17.50A (1) of the GEM Listing Rules.

LIABILITY INSURANCE FOR THE DIRECTORS AND OFFICERS

The Company has in force appropriate insurance coverage on Director's and officer's liabilities arising from the Group's business. The Company reviews the extent of insurance coverage on an annual basis.

DIRECTORS' SERVICE CONTRACTS

All of the Directors have entered into a service contract with the Company and the service contracts shall be renewed automatically after a year unless and until terminated by not less than three months' notice in writing served by either party to the other. Pursuant to the Company's Bye-laws, the Directors, regardless of his/her term of appointment, if any, are subject to retirement by rotation at least once every three years and any new director appointed to fill a casual vacancy is subject to re-election by shareholders at the first general meeting after his/her appointment.

MANAGEMENT CONTRACTS

No contract concerning the management and administration of the whole or any substantial part of the business of the Company was entered into or existed during the year ended 31 March 2021.

EMOLUMENT POLICY

A remuneration committee is set up for reviewing the Group's emolument policy and structure of all remuneration of the Directors and senior management of the Group, having regard to the Group's operating results, individual performance and comparable market practices.

REMUNERATION OF DIRECTORS, SENIOR MANAGEMENT AND FIVE INDIVIDUALS WITH HIGHEST EMOLUMENTS

Details of the emoluments of the Directors, senior management and five individuals with highest emoluments are set out in notes 9 and 10 to the consolidated financial statements respectively.

SHARE OPTION SCHEMES

On 4 January 2011, the shareholders of the Company approved to terminate the old share option scheme and adopted a new share option scheme (the "New Scheme").

The major terms of the New Scheme are summarized as follows:

• 1. The purpose of the New Scheme is to enable the Group to grant options to the eligible participants as incentives or rewards for their contribution to the Group.
• 1. The Board of Directors may, at its discretion, offer the options to any full-time or part-time employees and Executive, Non-executive and Independent Non-executive Directors of the Company and/or any of its subsidiaries, suppliers, customers, advisors, shareholder of any member of the Group, consultants to subscribe for shares of the Company.
• 1. The maximum number of ordinary shares which may be allotted and issued upon exercise of all outstanding options granted and yet to be exercised under the New Scheme and any other share option scheme adopted by the Group shall not exceed 30 per cent of the share capital of the Company in issue from time to time.

The total number of ordinary shares which may be issued upon exercise of all options to be granted under the New Scheme and any other share option scheme of the Company shall not in aggregate exceed 10% of the ordinary shares in issue on the date of approval of the New Scheme (the "Scheme Limit") or as at the date of the Shareholders' approval of the refreshed Scheme Limit.

1. The total number of ordinary shares issued and which may fall to be issued upon exercise of the options and the options granted under any other share option scheme of the Group (including both exercised or outstanding options) to each grantee in any 12-month period shall not exceed 1 per cent of the issued share capital of the Company for the time being.

SHARE OPTION SCHEMES (Continued)

• 1. The exercise period of any option granted under the New Scheme shall be determined by the Board but such period shall not exceed 10 years from the date of grant.
• 1. The New Scheme does not specify any minimum holding period.
• 1. The acceptance of an offer of the grant of the option under the New Scheme ("Offer") must be made within 21 days from the date on which the letter containing the Offer is delivered to that participant together with a non-refundable payment of HK\$1.00 from each grantee.
• 1. The subscription price will be determined by the Board of Directors of the Company and shall not be less than the highest of (i) the nominal value of the shares, (ii) the quoted closing price of the Company's shares on the date of offer of the options, and (iii) the average of the quoted closing prices of the Company's shares on the five trading days immediately preceding the date of offer of the options.
• 1. The New Scheme is valid for ten years from the date of adoption and expired on 4 January 2021.

All share-based employee compensation will be settled in equity. The Group has no legal or constructive obligation to repurchase or settle the options.

For the year ended 31 March 2021, no option was granted and 385,000 option were lapsed under the New Scheme.

There is no employee compensation expense which was included in the consolidated statement of comprehensive income for the year ended 31 March 2021 (2020: nil). No liabilities was recognised due to share-based payment transactions.

DIRECTOR'S AND CHIEF EXECUTIVE'S INTERESTS OR SHORT POSITIONS IN THE SHARES, UNDERLYING SHARES OR DEBENTURES OF THE COMPANY OR ANY ASSOCIATED CORPORATIONS

As at 31 March 2021, the interests and short positions of the Directors and chief executive of the Company in the shares, underlying shares and debentures of the Company and its associated corporations (within the meaning of part XV of the SFO), which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they were taken or deemed to have under such provisions of the SFO), or which were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein, or which were required, pursuant to Rules 5.46 to 5.67 of the GEM Listing Rules relating to securities transactions by the Directors to be notified to the Company and the Stock Exchange were as follows:

	Approximate
	percentage to
	the issued share
	capital of the
	Company as at
	31 March 2021
2,185,000	0.91%
	Personal Interests

Note:

1. Mr. Law Ka Kei is the Executive Director of the Company.

INTERESTS AND SHORT POSITIONS OF SUBSTANTIAL SHAREHOLDERS IN THE SHARES, UNDERLYING SHARES AND DEBENTURES OF THE COMPANY AND ITS ASSOCIATED CORPORATIONS

So far as known to the Directors, as at 31 March 2021, the Directors were not aware of any other person (other than the Directors and chief executive of the Company as disclosed above) who had an interests or short position in the shares or underlying shares or debentures of the Company which would fall to be disclosed under Divisions 2 and 3 of Part XV of the SFO, or who was interested in 10% or more of the nominal value of any class of share capital, or options in respect of such capital, carrying rights to vote in all circumstances at general meetings of the Company.

		Approximate percentage to the issued share capital of the Company as at
Name	No. of Shares	31 March 2021
Ms. Bai Yu	26,093,500	10.86%
Able Rich Consultants Limited (Note)	82,288,613	34.23%

Note:

82,288,613 shares of the Company are held by Able Rich Consultants Limited ("Able Rich"), a wholly-owned subsidiary of Rich Treasure Group Limited ("Rich Treasure"), of which Mr. Shiu is the sole director and shareholder of that company.

As confirmed by a supplemental deed dated 29 May 2020 entered into between, among others, Popland Investments Limited as borrower, Able Rich, Rich Treasure and Cheung Siu Fai as lender relating to a HK\$327,000,000 term loan facility agreement dated 18 October 2017 (the "Supplemental Deed"), whereby the parties thereto agreed that the share charge dated 18 October 2017 shall be effective upon satisfaction of all conditions precedent stated in the Supplemental Deed. Details of the Supplemental Deed was disclosed in the circular dated 1 June 2020.

PRE-EMPTIVE RIGHTS

There is no provision for pre-emptive rights under the Company's Bye-laws or the laws of Bermuda, which would oblige the Company to offer new shares on a pro rata basis to existing shareholders of the Company.

PURCHASE, SALES OR REDEMPTION OF THE COMPANY'S LISTED SECURITIES

For the year ended 31 March 2021 , neither the Company nor any of its subsidiaries purchased, sold or redeemed any of the Company's listed securities.

RELATED PARTY TRANSACTIONS

Details of the related party transactions for the period are set out in note 33 to the consolidated financial statements.

Save as disclosed therein, there were no other transactions to be disclosed as related party transactions in accordance with the requirements of the GEM Listing Rules.

COMPETING INTEREST

None of the Directors or the controlling shareholder (as defined in the GEM Listing Rules) of the Company has an interest in a business, which competes or may compete with the business of the Group.

CONFIRMATION OF INDEPENDENCE

The Company has received from each of the Independent Non-executive Directors an annual confirmation of independent pursuant to Rule 5.09 of the GEM Listing Rules and considers all the Independent Non-executive Directors to be independent.

SUFFICIENCY OF PUBLIC FLOAT

Based on the information publicly available to the Company and within the knowledge of the Directors as at the date of this report, the Company maintained the prescribed public float under the GEM Listing Rules.

AUDITOR

The consolidated financial statements for the year ended 31 March 2021 were audited by Moore Stephens CPA Limited whose term of office will expire upon the annual general meeting. A resolution for the re-appointment of Moore Stephens CPA Limited as the auditor of the Company for the subsequent year will be proposed at the forthcoming annual general meeting.

On behalf of the Board Easy Repay Finance & Investment Limited

Siu Yeuk Hung, Clara Chairman

Hong Kong, 25 June 2021

Moore Stephens CPA Limited	會 計
801-806 Silvercord, Tower 1, 30 Canton Road, Tsimshatsui,	師 事	壵
Kowloon, Hong Kong	務 所	県
+852 2375 3180 T. F +852 2375 3828	有 限	於
www.moore.hk	公	Ţ

INDEPENDENT AUDITOR'S REPORT

TO THE MEMBERS OF EASY REPAY FINANCE & INVESTMENT LIMITED

(Continued in Bermuda with limited liability)

OPINION

We have audited the consolidated financial statements of Easy Repay Finance & Investment Limited and its subsidiaries (collectively referred to as the "Group") set out on pages 44 to 116, which comprise the consolidated statement of financial position as at 31 March 2021, and the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the consolidated financial statements give a true and fair view of the consolidated financial position of the Group as at 31 March 2021, and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with Hong Kong Financial Reporting Standards ("HKFRSs") issued by the Hong Kong Institute of Certified Public Accountants ("HKICPA") and have been properly prepared in compliance with the disclosure requirements of the Hong Kong Companies Ordinance.

BASIS FOR OPINION

We conducted our audit in accordance with Hong Kong Standards on Auditing ("HKSAs") issued by the HKICPA. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the HKICPA's Code of Ethics for Professional Accountants (the "Code"), and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

KEY AUDIT MATTERS (Continued)

Impairment losses on loans and advances to customers

We identified the impairment losses of loans and advances to customers as a key audit matter due to significant management judgements and estimates involved in identification and measurement of expected credit losses ("ECL").

As disclosed in note 22 to the consolidated financial statements, the carrying amount of loans and advances to customers is HK\$160,486,000, after recognising an impairment allowance of HK\$155,225,000 as at 31 March 2021.

The management estimates the provision for impairment of loans and advances to customers based on the measurement of ECL under a "three-stage" model. In measuring ECL of loans and advances to customers, the management uses judgements in applying the inputs and assumptions regarding probability of default and loss given default with reference to the historical delinquency ratio of loan portfolio, value of collateral and forward-looking information on macroeconomic factors. We focused on this area because the carrying amount of loans and advances to customers is significant to the consolidated financial statements and the management's impairment assessment of loans and advances to customers requires the use of significant judgements and estimates.

Key audit matter How the matter was addressed in our audit

Our procedures in relation to the impairment losses on loans and advances to customers included:

• Understanding key controls and how the management estimates the provision for impairment of loans and advances to customers, and the methodology used by the management in the measurement of ECL;
• Testing the inputs used by the management in the measurement of ECL, by comparing individual items in the analysis with the relevant loan agreements and other supporting documents on a sample basis;
• Assessing the reasonableness of the inputs and assumptions applied to the ECL model for loans and advances to customers, including criteria on determination of internal credit ratings of loans and advances to customers, probability of default, loss given default, value of collateral and forward-looking information on macroeconomic factors;
• Reviewing the Group's historical loss experience;
• Testing the mathematical accuracy of the calculation in the ECL model;
• Examining underlying documentation supporting the value of collateral, if any, on a sample basis; and
• Evaluating the appropriateness of disclosures regarding the impairment assessment of loans and advances to customers in the consolidated financial statements.

KEY AUDIT MATTERS (Continued)

Impairment losses on interests in associates

Key audit matter How the matter was addressed in our audit

We identified the impairment losses of interests in associates as a

key audit matter due to significant management judgements and estimates involved in the estimation of the recoverable amounts of interests in associates.

As disclosed in note 16 to the consolidated financial statements, the carrying amount of interests in associates is HK\$6,457,000, after recognising an impairment allowance of HK\$11,806,000 as at 31 March 2021.

The management estimates the recoverable amounts of interests in associates based on value in use calculation. In measuring the value in use of interests in associates, the management uses judgements in applying the inputs and assumptions regarding discount rate, terminal growth rate and expected change in turnover and direct costs. We focused on this area because the carrying amount of the interests in associates is significant to the consolidated financial statements and the management's impairment assessment of interests in associates requires the use of significant judgements and estimates.

Our procedures in relation to the impairment losses on interests in associates included:

• Understanding key controls on how the management identifies the existence of impairment indicators and estimates the provision for impairment of interests in associates, and the methodology used by the management in the value in use calculation for interests in associates;
• Assessing the reasonableness of the inputs and assumptions applied to the value in use calculation of interests in associates, including discount rate, terminal growth rate and expected change in turnover and direct costs;
• Comparing current year's actual results with prior year's forecast to consider whether any inputs or assumptions applied to prior year's forecast, with hindsight, had been aggressive;
• Testing the mathematical accuracy of the value in use calculation;
• Reconciling inputs and assumptions to supporting evidence, such as current year's actual results, inflation rate and market data; and
• Evaluating the appropriateness of disclosures regarding the impairment assessment of interests in associates in the consolidated financial statements.

OTHER INFORMATION

The directors of the Company are responsible for the other information. The other information comprises the information included in the financial summary, corporate information, chairman's statement, management discussion and analysis, biographical details of directors and senior executives, corporate governance report, environmental, social and governance report and report of the directors but does not include the consolidated financial statements and our auditor's report thereon.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

RESPONSIBILITIES OF DIRECTORS AND THOSE CHARGED WITH GOVERNANCE FOR THE CONSOLIDATED FINANCIAL STATEMENTS

The directors of the Company are responsible for the preparation of the consolidated financial statements that give a true and fair view in accordance with HKFRSs issued by the HKICPA and the disclosure requirements of the Hong Kong Companies Ordinance, and for such internal control as the directors determine is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the directors of the Company are responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.

The directors are assisted by the Audit Committee in discharging their responsibilities for overseeing the Group's financial reporting process.

AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. This report is made solely to you, as a body, in accordance with Section 90 of the Bermuda Companies Act 1981, and for no other purpose. We do not assume responsibility towards or accept liability to any other person for the contents of this report.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with HKSAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

As part of an audit in accordance with HKSAs, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors of the Company.
• Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with the Audit Committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the Audit Committee with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with the Audit Committee, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Moore Stephens CPA Limited Certified Public Accountants

Chan King Keung Practising Certificate Number: P06057

Hong Kong, 25 June 2021

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the year ended 31 March 2021

		2021	2020
	Notes	HK\$'000	HK\$'000
Revenue from money lending	5(a)	31,189	51,966
Revenue from sale of goods	5(a)	84,179	64,144
Cost of goods sold		(62,253)	(49,901)
Gross profit from sale of goods		21,926	14,243
Investment and other income	6	7,646	1,523
Other gains and losses, net	7	(7,304)	12
Servicing, selling and distribution costs		(8,788)	(11,064)
Administrative expenses		(55,835)	(60,421)
Allowance for expected credit losses on trade receivables, net	35(b)	(4,311)	(4,915)
Allowance for expected credit losses on loans and advances to customers, net	22(b)	(80,504)	(54,133)
Finance costs	11	(231)	(1,242)
Share of results of associates		1,770	1,070
Share of result of a joint venture		(299)	(872)
Loss before tax	8	(94,741)	(63,833)
Income tax credit/(expense)	12	43	(107)
Loss for the year and total comprehensive loss for the year		(94,698)	(63,940)
Loss for the year and total comprehensive loss for the year attributable to:
Owners of the Company Non-controlling interests		(93,952) (746)	(63,441) (499)
		(94,698)	(63,940)
Loss per share	13
Basic and diluted		(39.09 HK cents)	(28.47 HK cents)

The notes on pages 50 to 116 are an integral part of these consolidated financial statements.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

31 March 2021

		2021	2020
	Notes	HK\$'000	HK\$'000
ASSETS
Non-current assets
Property, plant and equipment	14	13,781	16,415
Right-of-use assets	15	4,079	5,279
Interests in associates	16	6,457	20,294
Interest in a joint venture	17	–	355
Deposits, prepayments and other receivables	21	91	64
Loans and advances to customers	22	59,921	95,326
		84,329	137,733
Current assets
Inventories	19	8,124	3,632
Trade receivables	20	13,664	7,006
Deposits, prepayments and other receivables	21	2,855	2,776
Loans and advances to customers	22	100,565	178,727
Financial assets at fair value through profit or loss	18	23,631	240
Tax recoverable		–	241
Pledged bank deposits	23	1,004	1,003
Cash and cash equivalents	24(a)	44,523	47,438
		194,366	241,063
LIABILITIES
Current liabilities
Trade and other payables	25	5,143	8,441
Contract liabilities	26	1,149	1,054
Lease liabilities	27	2,768	3,858
Amount due to an associate	16	–	1,012
Amount due to a joint venture	17	–	86
Income tax payable		289	95
		9,349	14,546
Net current assets		185,017	226,517
Total assets less current liabilities		269,346	364,250

CONSOLIDATED STATEMENT OF FINANCIAL POSITION (Continued)

31 March 2021

		2021	2020
	Notes	HK\$'000	HK\$'000
Non-current liabilities
Lease liabilities	27	1,390	658
Deferred tax liabilities	30	262	500
		1,652	1,158
Net assets		267,694	363,092
EQUITY
Equity attributable to owners of the Company
Share capital	31(b)	2,404	2,404
Reserves	31(c)	265,290	358,314
		267,694	360,718
Non-controlling interests		–	2,374
Total equity		267,694	363,092

The notes on pages 50 to 116 are an integral part of these consolidated financial statements.

The consolidated financial statements on pages 44 to 116 were approved and authorised for issue by the board of directors on 25 June 2021 and are signed on its behalf by:

Siu Yeuk Hung, Clara Law Ka Kei Director Director

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended 31 March 2021

	Attributable to owners of the Company
			Share					Non
	Share	Share	Option	Capital	Contributed	Accumulated		Controlling	Total
	capital	Premium	reserve	reserve	surplus	losses	Total	Interests	equity
	HK\$'000	HK\$'000	HK\$'000	HK\$'000	HK\$'000	HK\$'000	HK\$'000	HK\$'000	HK\$'000
				(note 31(b)) (note 31(c)(i)) (note 31(c)(ii)) (note 31(c)(iii)) (note 31(c)(iv))
Balance at 1 April 2019	2,189	353,125	–	28,392	145,926	(112,597)	417,035	2,868	419,903
Loss for the year	–	–	–	–	–	(63,441)	(63,441)	(499)	(63,940)
Transactions with owners:
Disposal of subsidiaries	–	–	–	–	–	–	–	5	5
Equity-settled share option arrangement (note 32)	–	–	1,436	–	–	–	1,436	–	1,436
Share issued upon exercise of share option (note 31(b))	215	6,884	(1,411)	–	–	–	5,688	–	5,688
Total transactions with owners	215	6,884	25	–	–	–	7,124	5	7,129
Balance at 31 March 2020 and 1 April 2020	2,404	360,009	25	28,392	145,926	(176,038)	360,718	2,374	363,092
Loss for the year	–	–	–	–	–	(93,952)	(93,952)	(746)	(94,698)
Transactions with owners:
Acquisition of non-controlling interests (note)	–	–	–	928	–	–	928	(1,628)	(700)
Transfer upon lapse of share options (note 32)	–	–	(25)	–	–	25	–	–	–
Total transactions with owners	–	–	(25)	928	–	(93,927)	(93,024)	(2,374)	(95,398)
Balance at 31 March 2021	2,404	360,009	–	29,320	145,926	(269,965)	267,694	–	267,694

Note : On 20 August 2020, the Group entered into a sale and purchase agreement with a non-controlling shareholder, pursuant to which the Group agreed to acquire 40% of equity interests in a subsidiary at a consideration of HK\$100,000. The excess of HK\$36,000 between the consideration paid to obtain non-controlling interests in a subsidiary and its carrying amount on the date of acquisition was recognised in capital reserve.

On 9 September 2020, the Group entered into a sale and purchase agreement with a non-controlling shareholder, pursuant to which the Group agreed to acquire 25% of equity interests in a subsidiary at a consideration of HK\$600,000. The deficit of HK\$964,000 between the consideration paid to obtain non-controlling interests in a subsidiary and its carrying amount on the date of acquisition was recognised in capital reserve.

The notes on pages 50 to 116 are an integral part of these consolidated financial statements.

CONSOLIDATED STATEMENT OF CASH FLOWS

For the year ended 31 March 2021

		2021	2020
	Notes	HK\$'000	HK\$'000
Operating activities
Loss before tax		(94,741)	(63,833)
Adjustments for:
Depreciation on property, plant and equipment	14	5,518	5,855
Depreciation of right-of-use assets	15	5,471	3,725
Fair value gain on financial assets at fair value through profit or loss, net	7	(1,503)	(2,181)
Gain on disposal of subsidiaries	29	(39)	(709)
Loss on disposal of an associate	7	2,817	–
Gain on disposal of a joint venture	7	(10)	–
Equity-settled share option expense	32	–	1,436
Finance costs	11	231	1,242
Interest income from bank balances	6	(72)	(417)
Interest income from rental deposits	6	(49)	–
Loss on disposal of property, plant and equipment, net	7	2,137	368
Write-down of inventories	8	454	1,332
Dividend income from financial assets at fair value through profit or loss	6	(22) –	(5)
Gain on bargain purchase of a subsidiary	28		(102)
Allowance for expected credit losses on trade receivables, net Allowance for expected credit losses on loans and advances to customers, net		4,311 80,504	4,915 54,133
Impairment of interests in associates	7	4,598	2,339
Share of results of associates		(1,770)	(1,070)
Share of result of a joint venture		299	872
		8,134	7,900
(Increase)/decrease in inventories		(4,960)	5,174
(Increase)/decrease in trade receivables		(11,086)	6,174
(Increase)/decrease in deposits, prepayments and other receivables		(162)	2,859
Decrease in loans and advances to customers		33,063	4,719
(Decrease)/increase in trade and other payables		(2,174)	612
Cash generated from operations		22,815	27,438
Dividend received from financial assets at fair value through profit or loss		22	5
Interest received		71	417
Interest and finance charges paid		–	(1,088)
Hong Kong Profits Tax refunded		240	1,593
Net cash generated from operating activities		23,148	28,365

CONSOLIDATED STATEMENT OF CASH FLOWS (Continued)

For the year ended 31 March 2021

		2021	2020
	Notes	HK\$'000	HK\$'000
Investing activities
Increase in pledged bank deposits		–	(1)
Purchase of financial assets at fair value through profit or loss		(32,258)	(16,164)
Proceeds from disposal of financial assets at fair value through profit or loss		10,370	21,622
Purchase of property, plant and equipment	14	(9,336)	(1,018)
Acquisition of a subsidiary	28	–	(2,000)
Acquisition of interests in associates	16	–	(12,050)
Proceeds from disposal of subsidiaries	29	1,051	4,267
Proceeds from disposal of property, plant and equipment		3,192	–
Proceeds from disposal of an associate	16	7,180	337
Proceeds from disposal of a joint venture	17	56	–
Net cash used in investing activities		(19,745)	(5,007)
Financing activities
Repayment to related parties		–	(5,700)
Repayment of borrowings		–	(7,500)
Advance from an associate		–	1,012
(Repayment to)/advance from a joint venture		(76)	86
Repayment of lease liabilities	27	(5,542)	(3,800)
Acquisition of non-controlling interests		(700)	–
Proceeds from issue of ordinary shares upon exercise of share options	31(b)	–	5,688
Net cash used in financing activities		(6,318)	(10,214)
Net (decrease)/increase in cash and cash equivalents		(2,915)	13,144
Cash and cash equivalents at the beginning of year		47,438	34,294
Cash and cash equivalents at the end of year		44,523	47,438

The notes on pages 50 to 116 are an integral part of these consolidated financial statements.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 March 2021

1. GENERAL INFORMATION

Easy Repay Finance & Investment Limited (the "Company") was an exempted company continued into Bermuda with limited liability with effect from 30 April 2008. The address of its registered office is Victoria Place, 5th Floor, 31 Victoria Street, Hamilton HM 10, Bermuda.

The principal places of business of the Company and its subsidiaries (collectively referred to as the "Group") are in Hong Kong. The Company's principal place of business in Hong Kong is Unit A, 8/F., D2 Place two, 15 Cheung Shun Street, Cheung Sha Wan, Kowloon. The Company's shares are listed on the Growth Enterprise Market (the "GEM") of The Stock Exchange of Hong Kong Limited (the "Stock Exchange").

The consolidated financial statements are presented in Hong Kong dollars ("HK\$"), which is the same as the functional currency of the Company and its subsidiaries, and all values are rounded to the nearest thousand except where otherwise indicated.

The Group is principally engaged in the money lending business, financial instruments and quoted shares investment and retail and wholesale business.

These consolidated financial statements were approved and authorised for issue by the board of directors on 25 June 2021.

2. APPLICATION OF NEW AND AMENDMENTS TO HONG KONG FINANCIAL REPORTING STANDARDS ("HKFRSs")

Amendments to HKFRSs that are mandatorily effective for the current year

In the current year, the Group has applied the Amendments to References to the Conceptual Framework in HKFRS Standards and the following amendments to HKFRSs issued by the Hong Kong Institute of Certified Public Accountants (the "HKICPA") for the first time, which are mandatorily effective for the annual period beginning on or after 1 April 2020 for the preparation of the consolidated financial statements:

Amendments to HKAS 1 and HKAS 8	Definition of Material
Amendments to HKFRS 3	Definition of a Business
Amendments to HKFRS 9, HKAS 39 and HKFRS 7	Interest Rate Benchmark Reform

Except as described below, the application of the Amendments to References to the Conceptual Framework in HKFRS Standards and the amendments to HKFRSs in the current year had no material impact on the Group's financial position and performance for the current and prior years and/or on the disclosures set out in these consolidated financial statements.

(a) Impacts on application of Amendments to HKAS 1 and HKAS 8 "Definition of Material"

The Group has applied the Amendments to HKAS 1 and HKAS 8 for the first time in the current year. The amendments provide a new definition of material that states "information is material if omitting, misstating or obscuring it could reasonably be expected to influence decisions that the primary users of general purpose financial statements make on the basis of those financial statements, which provide financial information about a specific reporting entity." The amendments also clarify that materiality depends on the nature or magnitude of information, either individually or in combination with other information, in the context of the financial statements taken as a whole.

The application of the amendments in the current year had no impact on the consolidated financial statements.

2. APPLICATION OF NEW AND AMENDMENTS TO HONG KONG FINANCIAL REPORTING STANDARDS ("HKFRSs") (Continued)

Amendments to HKFRSs that are mandatorily effective for the current year (Continued)

(b) Impacts on application of Amendments to HKFRS 3 "Definition of a Business"

The Group has applied the amendments for the first time in the current year. The amendments clarify that while businesses usually have outputs, outputs are not required for an integrated set of activities and assets to qualify as a business. To be considered a business, an acquired set of activities and assets must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs.

The amendments remove the assessment of whether market participants are capable of replacing any missing inputs or processes and continuing to produce outputs. The amendments also introduce additional guidance that helps to determine whether a substantive process has been acquired.

In addition, the amendments introduce an optional concentration test that permits a simplified assessment of whether an acquired set of activities and assets is not a business. Under the optional concentration test, the acquired set of activities and assets is not a business if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar assets. The gross assets under assessment exclude cash and cash equivalents, deferred income tax assets, and goodwill resulting from the effects of deferred income tax liabilities. The election on whether to apply the optional concentration test is available on transaction-by-transaction basis.

The amendments had no impact on the consolidated financial statements of the Group but may impact future periods should the Group make any acquisition.

New and amendments to HKFRSs in issue but not yet effective

The Group has not early applied the following new and amendments to HKFRSs that have been issued but are not yet effective:

HKFRS 17	Insurance Contracts and the related Amendments5
Amendments to Accounting Guideline 5	Accounting Guideline 5 Merger Accounting for Common Control Combinations (Revised)4
Amendments to HKFRS 3	Reference to the Conceptual Framework4
Amendments to HKFRS 9, HKAS 39, HKFRS 7, HKFRS 4 and HKFRS 16	Interest Rate Benchmark Reform – Phase 22
Amendments to HKFRS 10 and HKAS 28	Sale or Contribution of Assets between an Investor and its Associate or Joint Venture6
Amendments to HKFRS 16	Covid-19-Related Rent Concessions1
Amendments to HKFRS 16	Covid-19-Related Rent Concessions beyond 30 June 20213
Amendments to HKAS 1	Classification of Liabilities as Current or Non-current and related amendments to Hong Kong Interpretation 5 (2020)5
Amendments to HKAS 1 and HKFRS Practice Statement 2	Disclosure of Accounting Policies5
Amendments to HKAS 8	Definition of Accounting Estimates5
Amendments to HKAS 12	Deferred Tax related to Assets and Liabilities arising from a Single Transaction5
Amendments to HKAS 16	Property, Plant and Equipment – Proceeds before Intended Use4
Amendments to HKAS 37	Onerous Contracts – Cost of Fulfilling a Contract4
Amendments to HKFRSs	Annual Improvements to HKFRSs 2018–20204

1 Effective for annual periods beginning on or after 1 June 2020.

2 Effective for annual periods beginning on or after 1 January 2021.

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

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

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

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

2. APPLICATION OF NEW AND AMENDMENTS TO HONG KONG FINANCIAL REPORTING STANDARDS ("HKFRSs") (Continued)

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

Except for the new and amendments to HKFRSs mentioned below, the directors of the Company anticipate that the application of all other new and amendments to HKFRSs will have no material impact on the consolidated financial statements in the foreseeable future.

(a) Amendments to HKFRS 10 and HKAS 28 "Sale or Contribution of Assets between an Investor and its Associates or Joint Venture"

The amendments to HKFRS 10 "Consolidated Financial Statements" and HKAS 28 "Investments in Associates and Joint Ventures" deal with situations where there is a sale or contribution of assets between an investor and its associate or joint venture. Specifically, the amendments state that gains or losses resulting from the loss of control of a subsidiary that does not contain a business in a transaction with an associate or a joint venture that is accounted for using the equity method, are recognised in the parent's profit or loss only to the extent of the unrelated investors' interests in that associate or joint venture. Similarly, gains and losses resulting from the remeasurement of investments retained in any former subsidiary (that has become an associate or a joint venture that is accounted for using the equity method) to fair value are recognised in the former parent's profit or loss only to the extent of the unrelated investors' interests in the new associate or joint venture.

The application of the amendments is not expected to have significant impact on the financial position and performance of the Group.

(b) Amendments to HKFRS 16 "Covid-19-Related Rent Concessions"

The amendment is effective for annual reporting periods beginning on or after 1 June 2020.

The amendment introduces a new practical expedient for lessees to elect not to assess whether a Covid-19-related rent concession is a lease modification. The practical expedient only applies to rent concessions occurring as a direct consequence of the Covid-19 that meets all of the following conditions:

• the change in lease payments results in revised consideration for the lease that is substantially the same as, or less than, the consideration for the lease immediately preceding the change;
• any reduction in lease payments affects only payments originally due on or before 30 June 2021; and
• there is no substantive change to other terms and conditions of the lease.

A lessee applying the practical expedient accounts for changes in lease payments resulting from rent concessions the same way it would account for the changes applying HKFRS 16 "Leases" if the changes are not a lease modification. Forgiveness or waiver of lease payments are accounted for as variable lease payments. The related lease liabilities are adjusted to reflect the amounts forgiven or waived with a corresponding adjustment recognised in the profit or loss in the period in which the event occurs.

The application of the amendments is not expected to have significant impact on the financial position and performance of the Group.

(c) Amendments to HKFRS 16 "Covid-19-Related Rent Concessions beyond 30 June 2021"

The 2021 Amendment to HKFRS 16 extends the availability of the practical expedient in paragraph 46A of HKFRS 16 so that it applies to rent concessions for which any reduction in lease payments affects only payments originally due on or before 30 June 2022, provided the other conditions for applying the practical expedient are met.

The application of the amendments is not expected to have significant impact on the financial position and performance of the Group.

2. APPLICATION OF NEW AND AMENDMENTS TO HONG KONG FINANCIAL REPORTING STANDARDS ("HKFRSs") (Continued)

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

(d) Amendments to HKAS 1 "Classification of Liabilities as Current or Non-current and related amendments to Hong Kong Interpretation 5 (2020)"

The amendments provide clarification and additional guidance on the assessment of right to defer settlement for at least twelve months from the end of the reporting period for classification of liabilities as current or non-current, which:

• specify that the classification of liabilities as current or non-current should be based on rights that are in existence at the end of the reporting period. Specifically, the amendments clarify that:
• (i) the classification should not be affected by management intentions or expectations to settle the liability within 12 months; and
• (ii) if the right is conditional on the compliance with covenants, the right exists if the conditions are met at the end of the reporting period, even if the lender does not test compliance until a later date; and
• clarify that if a liability has terms that could, at the option of the counterparty, result in its settlement by the transfer of the entity's own equity instruments, these terms do not affect its classification as current or non-current only if the entity recognises the option separately as an equity instrument applying HKAS 32 "Financial Instruments: Presentation".

Based on the Group's outstanding liabilities as at 31 March 2021, the application of the amendments will not result in reclassification of the Group's liabilities.

(e) Amendments to HKFRSs Annual Improvements to HKFRSs 2018–2020

The annual improvements make amendments to the following standards:

HKFRS 9 "Financial Instruments"

The amendment clarifies that for the purpose of assessing whether modification of terms of original financial liability constitutes substantial modification under the "10 per cent" test, a borrower includes only fees paid or received between the borrower and the lender, including fees paid or received by either the borrower or the lender on the other's behalf.

HKFRS 16 "Leases"

The amendment to Illustrative Example 13 accompanying HKFRS 16 removes from the example the illustration of reimbursement relating to leasehold improvements by the lessor in order to remove any potential confusion.

HKAS 41 "Agriculture"

The amendment ensures consistency with the requirements in HKFRS 13 "Fair Value Measurement" by removing the requirement in paragraph 22 of HKAS 41 to exclude taxation cash flows when measuring the fair value of a biological asset using a present value technique.

The application of the amendments is not expected to have significant impact on the financial position and performance of the Group.

3. SIGNIFICANT ACCOUNTING POLICIES

Statement of compliance

The consolidated financial statements have been prepared in accordance with HKFRSs, which collective term includes all applicable individual HKFRSs, Hong Kong Accounting Standards ("HKASs") and Interpretations issued by the HKICPA, and accounting principles generally accepted in Hong Kong and the disclosure requirements of the Hong Kong Companies Ordinance. The consolidated financial statements also comply with applicable disclosure provisions of the Rules Governing the Listing of Securities on the GEM of the Stock Exchange (the "GEM Listing Rules").

Basis of preparation and consolidation

The consolidated financial statements have been prepared under the historical cost convention, as modified by the revaluation of certain financial instruments, which are measured at fair values at the end of each reporting period. The measurement bases are described in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Group takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these consolidated financial statements is determined on such a basis, except for share-based payment transactions that are within the scope of HKFRS 2 "Share-based Payment", leasing transactions that are accounted for in accordance with HKFRS 16, and measurements that have some similarities to fair value but are not fair value, such as net realisable value in HKAS 2 "Inventories" or value in use in HKAS 36 "Impairment of Assets".

A fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

For financial instruments which are transacted at fair value and a valuation technique that unobservable inputs is to be used to measure fair value in subsequent periods, the valuation technique is calibrated so that at initial recognition the results of the valuation technique equals the transaction price.

In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:

• Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;
• Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and
• Level 3 inputs are unobservable inputs for the asset or liability.

Basis of preparation and consolidation (Continued)

The consolidated financial statements incorporate the financial statements of the Company and its subsidiaries and the Group's interests in associates and a joint venture. The income and expenses of subsidiaries acquired or disposed of during the year are included in profit or loss and other comprehensive income from the effective date of acquisition and up to the effective date of disposal, as appropriate.

Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the noncontrolling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the noncontrolling interests even if this results in the non-controlling interests having a debit balance.

All intra-group transactions, balances, income and expenses within the Group are eliminated on consolidation.

Non-controlling interest in subsidiaries are presented separately from the Group's equity therein, which represent present ownership interests entitling their holders to a proportionate share of net assets of the relevant subsidiaries upon liquidation.

Business combinations

Effective from 1 April 2020, the Group can elect to apply an optional concentration test, on a transaction-by-transaction basis, that permits a simplified assessment of whether an acquired set of activities and assets is not a business. The concentration test is met if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. The gross assets under assessment exclude cash and cash equivalents, deferred tax assets, and goodwill resulting from the effects of deferred tax liabilities. If the concentration test is met, the set of activities and assets is determined not to be a business and no further assessment is needed.

Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interests issued by the Group in exchange for control of the acquiree. Acquisition-related costs are generally recognised in profit or loss as incurred.

At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their fair value at the acquisition date, except that:

• deferred tax assets or liabilities, and assets or liabilities related to employee benefit arrangements are recognised and measured in accordance with HKAS 12 "Income taxes" and HKAS 19 "Employee benefits" respectively;
• liabilities or equity instruments related to share-based payment arrangements of the acquire or share-based payment arrangements of the Group entered to replace share-based payment arrangements of the acquiree are measured in accordance with HKFRS 2 "Share-based payment" at the acquisition date (see the accounting policy below); and
• assets (or disposal groups) that are classified as held for sale in accordance with HKFRS 5 "Non-current assets held for sale and discontinued operations" are measured in accordance with that standard.

Business combinations (Continued)

Non-controlling interests that are present ownership interests and entitle their holders to a proportionate share of the relevant subsidiary's net assets in the event of liquidation are initially at the non-controlling interests' proportionate share of the recognised amounts of the acquiree's identifiable net assets or at fair value. The choice of measurement basis is made on a transaction-bytransaction basis. Other types of non-controlling interests are measured at their fair value.

When the consideration transferred by the Group in a business combination includes assets or liabilities resulting from a contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Changes in the fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with the corresponding adjustments made against goodwill. Measurement period adjustments are adjustments that arise from additional information obtained during the "measurement period" (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date.

The subsequent accounting for the contingent consideration that do not qualify as measurement period adjustments depends on how the contingent consideration is classified. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as an asset or a liability is remeasured to fair value at subsequent reporting dates, with the corresponding gain or loss being recognised in profit or loss.

If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period (see above), and additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognised at that date.

Interests in associates and joint ventures

An associate is an entity over which the Group has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.

A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control.

The results and assets and liabilities of associates and a joint venture are incorporated in these consolidated financial statements using the equity method of accounting. Under the equity method, an investment in an associate or a joint venture is initially recognised in the consolidated statement of financial position at cost and adjusted thereafter to recognise the Group's share of the profit or loss and other comprehensive income of the associate or joint venture. Changes in net assets of the associate or joint venture other than profit or loss and other comprehensive income are not accounted for unless such changes resulted in change in ownership interest held by the Group. When the Group's share of losses of an associate or a joint venture exceeds the Group's interest in that associate or joint venture (which includes any long-term interests that, in substance, form part of the Group's net investment in the associate or joint venture), the Group discontinues recognising its share of further losses. Additional losses are recognised only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate or joint venture.

Interests in associates and joint ventures (Continued)

An interest in an associate or a joint venture is accounted for using the equity method from the date on which the investee becomes an associate or a joint venture. On acquisition of the investment in an associate or a joint venture, any excess of the cost of the investment over the Group's share of the net fair value of the identifiable assets and liabilities of the investee is recognised as goodwill, which is included within the carrying amount of the investment. Any excess of the Group's share of the net fair value of the identifiable assets and liabilities over the cost of the investment, after reassessment, is recognised immediately in profit or loss in the period in which the investment is acquired.

The Group assesses whether there is an objective evidence that the interest in an associate or a joint venture may be impaired. When any objective evidence exists, the entire carrying amount of the investment (including goodwill) is tested for impairment in accordance with HKAS 36 as a single asset by comparing its recoverable amount (higher of value in use and fair value less costs of disposal) with its carrying amount. Any impairment loss recognised forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognised in accordance with HKAS 36 to the extent that the recoverable amount of the investment subsequently increases.

When the Group ceases to have significant influence over an associate or joint control over a joint venture, it is accounted for as a disposal of the entire interest in the investee with a resulting gain or loss being recognised in profit or loss. When the Group retains an interest in the former associate or joint venture and the retained interest is a financial asset within the scope of HKAS 39, the Group measures the retained interest at fair value at that date and the fair value is regarded as its fair value on initial recognition. The difference between the carrying amount of the associate or joint venture and the fair value of any retained interest and any proceeds from disposing the relevant interest in the associate or joint venture is included in the determination of the gain or loss on disposal of the associate or joint venture. In addition, the Group accounts for all amounts previously recognised in other comprehensive income in relation to that associate or joint venture on the same basis as would be required if that associate or joint venture had directly disposed of the related assets or liabilities. Therefore, if a gain or loss previously recognised in other comprehensive income by that associate or joint venture would be reclassified to profit or loss on the disposal of the related assets or liabilities, the Group reclassifies the gain or loss from equity to profit or loss (as a reclassification adjustment) upon disposal/ partial disposal of the relevant associate or joint venture.

The Group continues to use the equity method when an investment in an associate becomes an investment in a joint venture or an investment in a joint venture becomes an investment in an associate. There is no remeasurement to fair value upon such changes in ownership interests.

When the Group reduces its ownership interest in an associate or a joint venture but the Group continues to use the equity method, the Group reclassifies to profit or loss the proportion of the gain or loss that had previously been recognised in other comprehensive income relating to that reduction in ownership interest if that gain or loss would be reclassified to profit or loss on the disposal of the related assets or liabilities.

When a group entity transacts with an associate or a joint venture of the Group, profits and losses resulting from the transactions with the associate or joint venture are recognised in the Group's consolidated financial statements only to the extent of interest in the associate or joint venture that are not related to the Group.

Property, plant and equipment

Property, plant and equipment are stated at cost, less subsequent depreciation and impairment. Cost includes expenditure that is directly attributable to the acquisition of the items.

Depreciation is calculated using the straight-line method to write off the cost of each asset to its residual value over its estimated useful life as follows:

Leasehold improvements	20% or over the lease terms, whichever is shorter
Equipment	20% to 33%
Furniture and fixtures	20% to 50%
Motor vehicles	20%
Ship	10%

The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Gains and losses on disposals are determined by comparing the disposal proceeds with the carrying amount and are included in profit or loss.

Impairment on tangible and intangible assets

At the end of the reporting period, the Group reviews the carrying amounts of its tangible and intangible assets with finite useful lives to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the relevant asset is estimated in order to determine the extent of the impairment loss (if any). The recoverable amounts of tangible and intangible assets are estimated individually, when it is not possible to estimate the recoverable amount individually, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.

Intangible assets with indefinite useful lives are tested for impairment at least annually, and whenever there is an indication that they may be impaired.

Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset (or a cash-generating unit) for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or a cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or a cash-generating unit) is reduced to its recoverable amount. In allocating the impairment loss, the impairment loss is allocated first to reduce the carrying amount of any goodwill (if applicable) and then to the other assets on a pro-rate basis based on the carrying amount of each asset in the unit. The carrying amount of an asset is not reduced below the highest of its fair value less costs of disposal (if measurable), its value in use (if determinable) and zero. The amount of the impairment loss that would otherwise have been allocated to the asset is allocated pro rata to the other assets of the unit. An impairment loss is recognised immediately in profit or loss.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or a cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or a cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss.

Inventories

Inventories are stated at the lower of cost and net realisable value. Cost is calculated using the weighted average method. Net realisable value represents the estimated selling price for inventories less all estimated costs necessary to make the sale.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand, bank balances, bank overdrafts and three-month time deposits.

Bank overdrafts that are repayable on demand and form an integral part of the Group's cash management are also included as a component of cash and cash equivalents for the purpose of the consolidated statement of cash flows.

In the consolidated statement of financial position, bank overdrafts are shown in current liabilities.

Financial instruments

Financial assets and financial liabilities are recognised when a group entity becomes a party to the contractual provisions of the instrument. All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the market place.

Financial assets and financial liabilities are initially measured at fair value except for trade receivables arising from contracts with customers which are initially measured in accordance with HKFRS 15. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets or financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.

The effective interest method is a method of calculating the amortised cost of a financial asset or financial liability and of allocating interest income and interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts and payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial asset or financial liability, or, where appropriate, a shorter period, to the net carrying amount on initial recognition.

Interest income which is derived from the Group's ordinary course of business are presented as revenue.

Financial assets

Classification and subsequent measurement of financial assets

Financial assets that meet the following conditions are subsequently measured at amortised cost:

• the financial asset is held within a business model whose objective is to collect contractual cash flows; and
• the contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

All other financial assets are subsequently measured at fair value.

Financial instruments (Continued)

Financial assets (Continued)

Classification and subsequent measurement of financial assets (Continued)

A financial asset is classified as held for trading if:

• it has been acquired principally for the purpose of selling in the near term;
• on initial recognition it is a part of a portfolio of identified financial instruments that the Group manages together and has a recent actual pattern of short-term profit-taking; or
• it is a derivative that is not designated and effective as a hedging instrument.

In addition, the Group may irrevocably designate a financial asset that are required to be measured at the amortised cost or fair value through other comprehensive income as measured at financial assets at fair value through profit or loss ("FVTPL") if doing so eliminates or significantly reduces an accounting mismatch.

(i) Amortised cost and interest income

Interest income is recognised using the effective interest method for financial assets measured subsequently at amortised cost. For financial instruments other than purchased or originated credit-impaired financial assets, interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset, except for financial assets that have subsequently become credit-impaired (see below). For financial assets that have subsequently become creditimpaired, interest income is recognised by applying the effective interest rate to the amortised cost of the financial asset from the next reporting period. If the credit risk on the credit-impaired financial instrument improves so that the financial asset is no longer credit-impaired, interest income is recognised by applying the effective interest rate to the gross carrying amount of the financial asset from the beginning of the reporting period following the determination that the asset is no longer credit impaired.

(ii) Financial assets at FVTPL

Financial assets designated at FVTPL are measured at fair value at the end of each reporting period, with any fair value gains or losses recognised in profit or loss. The net gain or loss recognised in profit or loss excludes any dividend or interest earned on the financial asset and is included in the "other gains and losses, net" line item.

Credit losses and impairment of financial assets

The Group recognises a credit loss allowance for expected credit losses ("ECL") on financial assets which are subject to impairment under HKFRS 9 (including trade and other receivables and loans and advances to customers), and on loan commitments issued which are not measured at FVTPL. The amount of ECL is updated at the end of each reporting period to reflect changes in credit risk since initial recognition.

Simplified approach

For trade receivables that do not contain a significant financing component or when the Group applies the practical expedient of not adjusting the effect of a significant financing component, the Group applies the simplified approach in calculating ECLs. Under the simplified approach, the Group does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at the end of each reporting period. The Group has applied loss rates which are reference to the default rates, adjusted for forward-looking factors and the economic environment.

Financial instruments (Continued)

Financial assets (Continued)

Credit losses and impairment of financial assets (Continued)

General approach

ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12 months ("12m ECLs"). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (lifetime ECLs).

At the end of each reporting period, the Group assesses whether the credit risk on a financial instrument has increased significantly since initial recognition. When making the assessment, the Group compares the risk of a default occurring on the financial instrument as at the end of the reporting period with the risk of a default occurring on the financial instrument as at the date of initial recognition and considers reasonable and supportable information that is available without undue cost or effort, including historical and forward-looking information.

For financial assets, the Group considers that there has been a significant increase in credit risk when contractual payments are past due. The Group considers these financial assets are in default when contractual payments are 30 days past due.

Loan and advances to customers are subject to impairment under the general approach and they are classified within the following stages for measurement of ECLs.

• Stage 1 Financial instruments for which credit risk has not increased significantly since initial recognition and for which the loss allowance is measured at an amount equal to 12m ECLs.
• Stage 2 Financial instruments for which credit risk has increased significantly since initial recognition but that are not creditimpaired financial assets and for which the loss allowance is measured at an amount equal to lifetime ECLs.
• Stage 3 Financial assets that are credit-impaired at the end of the reporting period (but that are not purchased or originated credit-impaired) and for which the loss allowance is measured at an amount equal to lifetime ECLs.
• (i) Significant increase in credit risk

In assessing whether the credit risk has increased significantly since initial recognition, the Group compares the risk of a default occurring on the financial instrument as at the end of the reporting period with the risk of a default occurring on the financial instrument as at the date of initial recognition. In making this assessment, the Group considers both quantitative and qualitative information that is reasonably supportable, including historical experience and forward-looking information that is available without undue cost or effort.

Financial instruments (Continued)

Financial assets (Continued)

Credit losses and impairment of financial assets (Continued)

(i) Significant increase in credit risk (Continued)

In particular, the following information is taken into account when assessing whether credit risk has increased significantly:

• an actual or expected significant deterioration in the financial instrument's external (if available) or internal credit rating;
• significant deterioration in external market indicators of credit risk, e.g. a significant increase in the credit spread, the credit default swap prices for the debtor;
• existing or forecast adverse changes in (1) regulatory, economic or technological environments; (2) business or financial conditions that are expected to cause a significant decrease in the debtor's ability to meet its debt obligations;
• an actual or expected significant deterioration in the operating results of the debtor; or
• financial reorganisation/restructuring entered by the debtors.

Irrespective of the outcome of the above assessment, the Group presumes that the credit risk has increased significantly since initial recognition when contractual payments are more than 30 days past due, unless the Group has reasonably supportable information that demonstrates otherwise.

The Group regularly monitors the effectiveness of the criteria used to identify whether there has been a significant increase in credit risk and revises them as appropriate to ensure that the criteria are capable of identifying significant increase in credit risk before the amount becomes past due.

(ii) Definition of default

For internal credit risk management, the Group considers an event of default occurs when information developed internally or obtained from external sources indicates that the debtor is unlikely to pay its creditors, including the Group, in full (without taking into account any collateral held by the Group).

Irrespective of the above, the Group considers that default has occurred when: (1) the borrower is unlikely to pay its credit obligations to the Group in full, without recourse by the Group to actions such as realising security (if any is held); or (2) the financial asset is more than 30 days past due unless the Group has reasonable and supportable information to demonstrate that a more lagging default criterion is more appropriate.

Financial instruments (Continued)

Financial assets (Continued)

Credit losses and impairment of financial assets (Continued)

(iii) Credit-impaired financial assets

A financial asset is credit-impaired when one or more events of default that have a detrimental impact on the estimated future cash flows of that financial asset have occurred. Evidence that a financial asset is credit-impaired includes observable data about the following events:

• (a) significant financial difficulty of the issuer or the borrower;
• (b) a breach of contract, such as a default or past due event;
• (c) the lenders of the borrower, for economic or contractual reasons relating to the borrower's financial difficulty, having granted to the borrower concessions that the lenders would not otherwise consider;
• (d) probable bankruptcy or other financial reorganisation entered by the debtor;
• (e) probable shortfall that expected cash inflows from the realisation of collateral is below the carrying amount of financial assets; or
• (f) the disappearance of an active market for that financial asset because of financial difficulties.

(iv) Write-off policy

The Group writes off the gross carrying amount of a financial asset when there is information indicating that the counterparty is in severe financial difficulty and there is no realistic prospect of recovery, for example, when the counterparty has entered into bankruptcy proceedings. Financial assets written off may still be subject to enforcement activities under the Group's recovery procedures, taking into account legal advice where appropriate.

A write-off constitutes a derecognition event. Any subsequent recoveries will result in an impairment gain and is included in profit or loss.

(v) Measurement and recognition of ECL

The measurement of ECL is a function of the probability of default, loss given default (i.e. the magnitude of the loss if there is a default) and the exposure at default. The assessment of the probability of default and loss given default is based on historical data adjusted by forward-looking information. Estimation of ECL reflects an unbiased and probability-weighted amount that is determined with the respective risks of default occurring as the weights.

Generally, the ECL is the difference between all contractual cash flows that are due to the Group in accordance with the contract and the cash flows that the Group expects to receive, discounted at the effective interest rate determined at initial recognition.

Financial instruments (Continued)

Financial assets (Continued)

Credit losses and impairment of financial assets (Continued)

(v) Measurement and recognition of ECL (Continued)

Where ECL is measured on a collective basis or caters for cases where evidence at the individual instrument level may not yet be available, the financial instruments are grouped on the below basis:

• Nature of financial instruments (i.e. the Group's trade receivables, loans and advances to customers are each assessed as a separate group. Other receivables are collective assessed.
• Past-due status;
• External credit ratings where available; and
• Nature, size and industry of debtors.

The grouping is regularly reviewed by management to ensure the constituents of each group continue to share similar credit risk characteristics in accordance with the internal credit risk categories as disclosed in note 35(b).

Interest income is calculated based on the gross carrying amount of the financial asset unless the financial asset is credit impaired, in which case interest income is calculated based on amortised cost of the financial asset.

Derecognition of financial assets

The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity.

On derecognition of a financial asset measured at amortised cost, the difference between the asset's carrying amount and the sum of the consideration received and receivable is recognised in profit or loss.

Financial liabilities and equity instruments

Debt and equity instruments issued by a group entity are classified as either financial liabilities or as equity in accordance with substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Group are recognised at the proceeds received, net of direct issue costs.

Financial liabilities at amortised cost

Financial liabilities (including trade and other payables and amounts due to a joint venture and an associate) are subsequently measured at amortised cost, using the effective interest method.

Financial instruments (Continued)

Financial liabilities and equity instruments (Continued)

Effective interest method

The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or, where appropriate, a shorter period, to the net carrying amount on initial recognition. Interest expense is recognised on an effective interest basis.

Derecognition of financial liabilities

The Group derecognises financial liabilities when, and only when, the Group's obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in profit or loss.

Provisions and contingent liabilities

Provisions are recognised when the Group has a present legal or constructive obligation as a result of a past event, if it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Where the Group expects some or all of a provision to be reimbursed, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in profit or loss net of any reimbursement.

A contingent liability is a possible obligation that arises from past events and whose existence will only be confirmed by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group. It can also be a present obligation arising from past events that is not recognised because it is not probable that an outflow of economic resources will be required or the amount of obligation cannot be measured reliably.

A contingent liability is not recognised but is disclosed in the notes to the consolidated financial statements. When a change in the probability of an outflow occurs so that the outflow is probable, it will then be recognised as a provision.

Leases

Definition of a lease

A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

For contracts entered into or modified or arising from business combinations on or after the date of initial application, the Group assesses whether a contract is or contains a lease based on the definition under HKFRS 16 at inception, modification date or acquisition date, as appropriate. Such contract will not be reassessed unless the terms and conditions of the contract are subsequently changed.

The Group as a lessee

Allocation of consideration to components of a contract

For a contract that contains a lease component and one or more additional lease or non-lease components, the Group allocates the consideration in the contract to each lease component on the basis of the relative stand-alone price of the lease component and the aggregate stand-alone price of the non-lease components.

As a practical expedient, leases with similar characteristics are accounted on a portfolio basis when the Group reasonably expects that the effects on the consolidated financial statements would not differ materially from individual leases within the portfolio.

Leases (Continued)

The Group as a lessee (Continued)

Short-term leases and leases of low-value assets

The Group applies the short-term lease recognition exemption to leases of clinics that have a lease term of 12 months or less from the commencement date and do not contain a purchase option. It also applies the recognition exemption for lease of low-value assets.

Lease payments on short-term leases and leases of low-value assets are recognised as expense on a straight-line basis or another systematic basis over the lease term.

Right-of-use assets

The cost of right-of-use asset includes:

• the amount of the initial measurement of the lease liability;
• any lease payments made at or before the commencement date, less any lease incentives received;
• any initial direct costs incurred by the Group; and
• an estimate of costs to be incurred by the Group in dismantling and removing the underlying assets, restoring the site on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease.

Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities.

Right-of-use assets in which the Group is reasonably certain to obtain ownership of the underlying leased assets at the end of the lease term are depreciated from commencement date to the end of the useful life.

Otherwise, right-of-use assets are depreciated on a straight-line basis over the shorter of its estimated useful life and the lease term.

The Group presents right-of-use assets as a separate line item on the consolidated statement of financial position.

Refundable rental deposits

Refundable rental deposits paid are accounted under HKFRS 9 "Financial Instruments" and initially measured at fair value. Adjustments to fair value at initial recognition are considered as additional lease payments and included in the cost of right-of-use assets.

Lease liabilities

At the commencement date of a lease, the Group recognises and measures the lease liability at the present value of lease payments that are unpaid at that date. In calculating the present value of lease payments, the Group uses the incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily determinable.

The lease payments include:

• fixed payments (including in-substance fixed payments) less any lease incentives receivable; and
• payments of penalties for terminating a lease, if the lease term reflects the Group exercising an option to terminate the lease.

Leases (Continued)

The Group as a lessee (Continued)

Lease liabilities (Continued)

After the commencement date, lease liabilities are adjusted by interest accretion and lease payments. The Group remeasures lease liabilities (and makes a corresponding adjustment to the related right-of-use assets) whenever:

• the lease term has changed or there is a change in the assessment of exercise of a purchase option, in which case the related lease liability is remeasured by discounting the revised lease payments using a revised discount rate at the date of reassessment.
• the lease payments change due to changes in market rental rates following a market rent review/expected payment under a guaranteed residual value, in which cases the related lease liability is remeasured by discounting the revised lease payments using the initial discount rate.

The Group presents lease liabilities as a separate line item on the consolidate statement of financial position.

Lease modifications

The Group accounts for a lease modification as a separate lease if:

• the modification increases the scope of the lease by adding the right to use one or more underlying assets; and
• the consideration for the leases increases by an amount commensurate with the stand-alone price for the increase in scope and any appropriate adjustments to that stand-alone price to reflect the circumstances of the particular contract.

For a lease modification that is not accounted for as a separate lease, the Group remeasures the lease liability based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of the modification.

The Group accounts for the remeasurement of lease liabilities by making corresponding adjustments to the relevant right-of-use asset. When the modified contract contains a lease component and one or more additional lease or non-lease components, the Group allocates the consideration in the modified contract to each lease component on the basis of the relative stand-alone price of the lease component and the aggregate stand-alone price of the non-lease components.

The Group as a lessor

Classification and measurement of leases

Leases for which the Group is a lessor are classified as finance or operating leases. Whenever the terms of the lease transfer substantially all the risks and rewards incidental to ownership of an underlying asset to the lessee, the contract is classified as a finance lease. All other leases are classified as operating leases.

Amounts due from lessees under finance leases are recognised as receivables at commencement date at amounts equal to net investments in the leases, measured using the interest rate implicit in the respective leases. Initial direct costs (other than those incurred by manufacturer or dealer lessors) are included in the initial measurement of the net investments in the leases. Interest income is allocated to accounting periods so as to reflect a constant periodic rate of return on the Group's net investment outstanding in respect of the leases.

Rental income from operating leases is recognised in profit or loss on a straight-line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset, and such costs are recognised as an expense on a straight-line basis over the lease term except for investment properties measured under fair value model.

Leases (Continued)

The Group as a lessor (Continued)

Refundable rental deposits

Refundable rental deposits received are accounted under HKFRS 9 and initially measured at fair value. Adjustments to fair value at initial recognition are considered as additional lease payments from lessees.

Borrowing costs

Borrowing costs are recognised in profit or loss in the period in which they are incurred.

Income tax

Income tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit before tax as reported in the consolidated statement of profit or loss and other comprehensive income because of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. In addition, deferred tax liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill.

Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries, joint ventures, and associates, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rate (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

For the purposes of measuring deferred tax liabilities or deferred tax assets for investment properties that are measured using the fair value model, the carrying amounts of such properties are presumed to be recovered entirely through sale, unless the presumption is rebutted. The presumption is rebutted when the investment property is depreciable and is held within a business model whose objective is to consume substantially all of the economic benefits embodied in the investment property over time, rather than through sale.

Income tax (Continued)

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.

Retirement benefit costs

Payments to the Mandatory Provident Fund Scheme are recognised as an expense when employees have rendered service entitling them to the contributions.

Government grants

Government grants are not recognised until there is reasonable assurance that the Group will comply with the conditions attaching to them and that the grants will be received.

Government grants are recognised in profit or loss on a systematic basis over the periods in which the Group recognises as expenses the related costs for which the grants are intended to compensate. Specifically, government grants whose primary condition is that the Group should purchase, construct or otherwise acquire non-current assets are recognised as deferred income in the consolidated statement of financial position and transferred to profit or loss on a systematic and rational basis over the useful lives of the related assets.

Government grants related to income that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Group with no future related costs are recognised in profit or loss in the period in which they become receivable. Such grants are presented under "investment and other income".

Share-based payments

Equity-settled share-based payment transactions

Share options granted to employees

Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the equity instruments at the grant date.

The fair value of the equity-settled share-based payments determined at the grant date without taking into consideration all nonmarket vesting conditions is expensed on a straight-line basis over the vesting period, based on the Group's estimate of equity instruments that will eventually vest, with a corresponding increase in equity (share-based payments reserve). At the end of each reporting period, the Group revises its estimate of the number of equity instruments expected to vest based on assessment of all relevant non-market vesting conditions. The impact of the revision of the original estimates, if any, is recognised in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the share-based payments reserve. For share options that vest immediately at the date of grant, the fair value of the share options granted is expensed immediately to profit or loss.

When share options are exercised, the amount previously recognised in share-based payments reserve will be transferred to share option reserve. When the share options are forfeited after the vesting date or are still not exercised at the expiry date, the amount previously recognised in share-based payments reserve will be transferred to retained profits.

Revenue recognition

Revenue from contracts with customers

Under HKFRS 15, the Group recognises revenue when (or as) a performance obligation is satisfied, i.e. when "control" of the goods or services underlying the particular performance obligation is transferred to the customer.

A performance obligation represents a good or service (or a bundle of goods or services) that is distinct or a series of distinct goods or services that are substantially the same.

Revenue recognition (Continued)

Revenue from contracts with customers (Continued)

Control is transferred over time and revenue is recognised over time by reference to the progress towards complete satisfaction of the relevant performance obligation if one of the following criteria is met:

• the customer simultaneously receives and consumes the benefits provided by the Group's performance as the Group performs;
• the Group's performance creates or enhances an asset that the customer controls as the Group performs; or
• the Group's performance does not create an asset with an alternative use to the Group and the Group has an enforceable right to payment for performance completed to date.

Otherwise, revenue is recognised at a point in time when the customer obtains control of the distinct good or service.

A contract liability represents the Group's obligation to transfer goods or services to a customer for which the Group has received consideration (or an amount of consideration is due) from the customer.

A contract liability relating to a contract are accounted for a presented on a net basis.

Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods sold in the normal course of business, net of discounts.

Dividend income

Dividend income from listed investments is recognised when the share price of the investment goes ex-dividend.

Related parties

• (a) A person, or a close member of that person's family, is related to the Group if that person:
• (i) has control or joint control over the Group;
• (ii) has significant influence over the Group; or
• (iii) is a member of the key management personnel of the Group or the Company's parent.
• (b) An entity is related to the Group if any of the following conditions applies:
• (i) the entity and the Group are members of the same group (which means that each parent, subsidiary and fellow subsidiary is related to the others);
• (ii) one entity is an associate or a joint venture of the other entity (or an associate or a joint venture of a member of a group of which the other entity is a member);
• (iii) both entities are joint ventures of the same third party;
• (iv) one entity is a joint venture of a third entity and the other entity is an associate of the third entity;
• (v) the entity is a post-employment benefit plan for the benefit of employees of either the Group or an entity related to the Group;
• (vi) the entity is controlled or jointly controlled by a person identified in (a);
• (vii) a person identified in (a)(i) has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity); and
• (viii) the entity, or any member of a group of which it is a part, provides key management personnel services to the Group or the Group's parent.

Close members of the family of a person are those family members who may be expected to influence, or be influenced by, that person in their dealings with the entity.

4. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

The preparation of these consolidated financial statements requires the directors of the Group to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The key assumptions concerning the future and other key sources of estimation uncertainty at the end of the reporting period, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below.

(a) Impairment allowances on loans and advances to customers

The Group estimates the provision for impairment of loans and advances to customers based on the measurement of ECL under a "three-stage" model. The allowance for ECL on the loans and advances to customers are calculated based on loss rates which are reference to the default rates from international credit rating agencies and historical data, adjusted for forward-looking information specific to the debtors and the economic environment. Specifically, a credit loss is the present value of the difference between (i) the contractual cash flows that are due to an entity under the contract and (ii) the cash flows that the entity expects to receive. Such assessment involves a high degree of estimation and uncertainty. When the actual future cash flows are less or more than expected, a material provision for ECL or material reversal of provision for ECL may arise, accordingly. As at 31 March 2021, the carrying amount of loans and advances to customers is HK\$160,486,000 (2020: HK\$274,053,000), after recognising an impairment allowance of HK\$155,225,000 (2020: HK\$81,414,000).

(b) ECL allowances for trade receivables

Management regularly assesses the allowance for ECL on trade receivables and recognises lifetime ECL for trade receivables. Allowances for ECL on trade receivables are made based on evaluation of ECL for trade receivables and involve exercise of management's judgments, which are made by reference to the estimation of the future cash flows discounted to the present value. A considerable amount of judgment is required in assessing the ultimate realisation of these debtors, including their current creditworthiness and the risk of default occurring on debtors with significant balances and/or collectively using a provision matrix with appropriate groupings. The assessment on the probability of default and loss given default is based on historical data adjusted by forward-looking information. As at 31 March 2021, the carrying amount of trade receivables is HK\$13,664,000 (2020: HK\$7,006,000), after recognising an impairment allowance of HK\$6,124,000 (2020: HK\$2,381,000).

(c) Impairment assessment on property, plant and equipment and right-of-use assets

Property, plant and equipment and right-of-use assets are stated at costs less accumulated depreciation and impairment, if any. In determining whether an asset is impaired, the Group has to exercise judgement and make estimation, particularly in assessing: (1) whether an event has occurred or any indicators that may affect the asset value; (2) whether the carrying value of an asset can be supported by the recoverable amount, in the case of value in use, the net present value of future cash flows which are estimated based upon the continued use of the asset; and (3) the appropriate key assumptions to be applied in estimating the recoverable amounts including cash flow projections and an appropriate discount rate. When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit ("CGU") to which the asset belongs. Changing the assumptions and estimates, including the discount rates or the growth rate in the cash flow projections, could materially affect the net present value used. Based on the assessment prepared by the management, the recoverable amount of the relevant CGUs are larger than their carrying amounts and therefore no impairment was recognised in profit or loss for the year ended 31 March 2021.

4. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

(Continued)

(d) Impairment assessment on interests in associates

During the year ended 31 March 2020, the Group acquired three associates, which are Big Max Limited ("Big Max"), Diamond Brave Limited ("Diamond Brave") and Wing Way Limited ("Wing Way"), at considerations of HK\$3,850,000, HK\$4,100,000 and HK\$4,100,000, respectively. The Group estimates the recoverable amounts of these interests in associates based on value in use calculation. The value in use calculation requires the Group to estimate the future cash flows expected to arise from the associates with assumptions of terminal growth rates and discount rates in order to calculate the present values. As at 31 March 2021, the carrying amounts of the Group's interests in Big Max, Diamond Brave and Wing Way are HK\$1,944,000, HK\$3,115,000 and HK\$1,398,000 (2020: HK\$3,531,000, HK\$3,177,000 and HK\$3,010,000), after recognising impairment allowances of HK\$2,509,000, HK\$1,487,000 and HK\$3,010,000 (2020: HK\$358,000, HK\$937,000 and HK\$1,113,000), respectively.

5. REVENUE AND SEGMENT INFORMATION

(a) Revenue

Revenue represents the aggregate of the net amounts received and receivable from third parties for the year. There is no seasonality and cyclicality of the operations of the Group. The performance obligation is part of a contract that has an original expected duration of one year or less. Disaggregation revenue from contracts with the customers are as follow:

2021	2020
HK\$'000	HK\$'000
50,042	40,594
34,137	23,550
84,179	64,144
31,189	51,966
115,368	116,110
84,179	64,144

Revenue from contracts with customers are recognised at a point in time.

5. REVENUE AND SEGMENT INFORMATION (Continued)

(b) Segment information

The chief operating decision makers have been identified as the executive directors of the Company (the "Executive Directors"). The Executive Directors review the Group's internal reporting in order to assess performance and allocate resources. Management determined the operating segments based on these reports.

Management assesses the performance based on the nature of the Group's businesses which are principally located in Hong Kong, and comprises (i) money lending; and (ii) groceries retail and wholesale.

Segment results represent the loss generated by each segment without allocation of central administration costs, investment and other income, other gains and losses, finance costs, share of results of associates, share of result of a joint venture and income tax credit/expense. This is the measure reported to the Executive Directors for the purposes of resources allocation and assessment of segment performance.

Segment assets include all assets, other than unallocated corporate assets. Segment liabilities include all liabilities, other than unallocated corporate liabilities, current tax liabilities and deferred tax liabilities.

(c) Segment results, assets and liabilities

			Groceries retail
	Money lending		and wholesale		Total
	2021	2020	2021	2020	2021	2020
	HK\$'000	HK\$'000	HK\$'000	HK\$'000	HK\$'000	HK\$'000
Reportable segment revenue from
external customers	31,189	51,966	84,179	64,144	115,368	116,110
Reportable segment loss before
tax	(79,934)	(36,933)	(5,102)	(15,058)	(85,036)	(51,991)
Depreciation of property, plant and equipment	2,090	1,683	2,380	1,686	4,470	3,369
Depreciation of right-of-use assets	–	1,956	2,853	1,769	2,853	3,725
Allowance for expected credit losses on trade receivables, net	–	–	4,311	4,915	4,311	4,915
Allowance for expected credit losses
on loans and advances to customers, net	80,504	54,133	–	–	80,504	54,133
Reportable segment assets	199,514	305,180	51,016	38,557	250,530	343,737
Additions to property, plant and
equipment	4,687	722	4,210	296	8,897	1,018
Reportable segment liabilities	1,157	4,642	4,929	8,797	6,086	13,439

5. REVENUE AND SEGMENT INFORMATION (Continued)

(d) Reconciliations of reportable segment revenue, loss before tax, assets and liabilities

	2021 HK\$'000	2020 HK\$'000
Revenue
Reportable segment revenue and consolidated revenue	115,368	116,110
	2021	2020
	HK\$'000	HK\$'000
Loss before tax
Reportable segment loss before tax	(85,036)	(51,991)
Unallocated head office corporate expenses	(11,287)	(12,333)
Investment and other income	7,646	1,523
Other gains and losses, net	(7,304)	12
Finance costs	(231)	(1,242)
Share of results of associates	1,770	1,070
Share of result of a joint venture	(299)	(872)
Consolidated loss before tax	(94,741)	(63,833)
	2021	2020
	HK\$'000	HK\$'000
Assets
Reportable segment assets	250,530	343,737
Unallocated corporate assets	28,165	35,059
Consolidated total assets	278,695	378,796
	2021 HK\$'000	2020 HK\$'000
Liabilities
Reportable segment liabilities Unallocated corporate liabilities	6,086 4,915	13,439 2,265
Consolidated total liabilities	11,001	15,704

5. REVENUE AND SEGMENT INFORMATION (Continued)

(e) Information about major customers

No single customer contributed 10% or more to the Group's revenue for the years ended 31 March 2021 and 2020.

(f) Geographical information

All of the Group's operations and assets are located in Hong Kong, in which all of its revenue was derived.

6. INVESTMENT AND OTHER INCOME

	2021	2020
	HK\$'000	HK\$'000
Dividend income from financial assets at FVTPL	22	5
Government grants (note)	5,642	–
Interest income from
– bank balances	72	417
– rental deposits	49	–
Rental income from sub-letting of
– office premises	142	154
Sponsorship income	422	329
Others	1,297	618
	7,646	1,523

Note: During the year ended 31 March 2021, the Group recognised government grants of HK\$5,642,000 (2020: Nil) in respect of Covid-19-related subsidies, including Employment Support Scheme and Retail Sector Subsidy Scheme provided by the Hong Kong government. There is no unfufilled condition or contingency in respect of the government grants.

7. OTHER GAINS AND LOSSES, NET

	2021	2020
	HK\$'000	HK\$'000
Exchange losses, net	–	(273)
Fair value gains on financial assets at FVTPL, net	1,503	2,181
Gain on disposal of subsidiaries (note 29)	39	709
Loss on disposal of an associate (note 16)	(2,817)	–
Gain on disposal of a joint venture (note 17)	10	–
Impairment loss of interests in associates (note 16)	(4,598)	(2,339)
Gain on bargain purchase of a subsidiary (note 28)	–	102
Loss on disposal of property, plant and equipment, net	(2,137)	(368)
Others	696	–
	(7,304)	12

8. LOSS BEFORE TAX

	2021	2020
	HK\$'000	HK\$'000
Loss before tax is arrived at after charging:
Auditors' remuneration	710	650
Commission expense
– Money lending business	1,524	3,768
– Retail and wholesale business	77	142
Minimum lease payments in respect of short-term leases of land and buildings	76	843
Employee benefit expenses
– Basic salaries, allowances and other benefits in kind	30,803	32,274
– Retirement benefit scheme contributions	2,007	2,138
Equity-settled share option expense (note 32)	–	1,436
	32,810	35,848
Depreciation of property, plant and equipment (note 14)
– Owned assets (included in administrative expenses)	4,698	5,209
– Owned assets (included in cost of sales)	820	646
	5,518	5,855
Depreciation of right-of-use assets (note 15)
– Included in administrative expenses	4,883	3,129
– Included in cost of sales	588	596
	5,471	3,725
Carrying amount of inventories sold	47,820	47,352
Write-down of inventories (included in cost of sales)	454	1,332
Cost of inventories recognised as expenses	48,274	48,684

9. DIRECTORS' AND CHIEF EXECUTIVE'S EMOLUMENTS

Pursuant to section 383 of the Hong Kong Companies Ordinance (Cap. 622), Companies (Disclosure of Information about Benefit of Directors) Regulation (Cap. 622G) and the GEM Listing Rules, the remuneration paid or payable to each of the eight (2020: six) directors of the Company is set out below:

	For the year ended 31 March 2021
		Salaries, allowances and benefits		Retirement benefit scheme
	Fees	in kind	Bonus	contributions	Total
	HK\$'000	HK\$'000	HK\$'000	HK\$'000	HK\$'000
Executive Directors
Mr. SHIU Yeuk Yuen, the Chairman
(Resigned from Executive Director and the Chairman on
2 July 2020)	66	–	–	–	66
Ms. SIU Yeuk Hung, Clara, the Chairman
(Appointed as the Chairman on 2 July 2020)	–	741	100	18	859
Mr. LAW Ka Kei (Appointed on 2 July 2020)	–	387	108	13	508
	66	1,128	208	31	1,433
Independent Non-Executive Directors
Mr. LEE King Fui (Appointed on 17 July 2019)	100	–	–	–	100
Mr. HO Siu King, Stanley (Resigned on 7 June 2020)	19	–	–	–	19
Mr. SIU Chi Yiu Kenny (Appointed on 8 May 2019
and resigned on 18 June 2020)	22	–	–	–	22
Mr. HO Tak Yin (Appointed on 21 August 2020)	61	–	–	–	61
Mr. LEE Wing Lun (Appointed on 16 September 2020)	54	–	–	–	54
	256	–	–	–	256
Total emoluments	322	1,128	208	31	1,689

9. DIRECTORS' AND CHIEF EXECUTIVE'S EMOLUMENTS (Continued)

	For the year ended 31 March 2020
	Fees HK\$'000	Salaries, allowances and benefits in kind HK\$'000	Bonus HK\$'000	Retirement benefit scheme contributions HK\$'000	Total HK\$'000
Executive Directors
Mr. SHIU Yeuk Yuen, the Chairman
(Resigned from Executive Director and
the Chairman on 2 July 2020)	–	284	–	–	284
Ms. SIU Yeuk Hung, Clara, the Chairman
(Appointed as the Chairman on 2 July 2020)	–	777	33	18	828
	–	1,061	33	18	1,112
Independent Non-Executive Directors
Mr. LEE King Fui (Appointed on 17 July 2019)	71	–	–	–	71
Mr. KAM Tik Lun (Resigned on 17 July 2019)	30	–	–	–	30
Mr. HO Siu King, Stanley (Resigned on 7 June 2020)	100	–	–	–	100
Mr. SIU Chi Yiu Kenny (Appointed on 8 May 2019
and resigned on 18 June 2020)	90	–	–	–	90
	291	–	–	–	291
Total emoluments	291	1,061	33	18	1,403

Except as disclosed above, there was no remuneration paid to other directors of the Company for the years ended 31 March 2021 and 2020.

During the years ended 31 March 2021 and 2020, no emolument was paid by the Group to any of the directors of the Company as an inducement to join or upon joining the Group or as compensation for loss of office and none of the directors of the Company has waived any emoluments during the year.

"Salaries, allowances and benefits in kind" paid to or for the executive directors are generally emoluments paid or receivable in respect of those persons' other services in connection with the management of the affairs of the Company and its subsidiaries.

10. FIVE HIGHEST PAID INDIVIDUALS

Of the five individuals with the highest emoluments in the Group, two (2020: one) were directors of the Company whose emoluments are included in the disclosures in note 9 above. The emoluments payable to the remaining three (2020: four) individuals in which all of them (2020: all of them) were senior management during the year are as follows:

	2021 HK\$'000	2020 HK\$'000
Salaries, allowances and benefits in kind	2,023	2,782
Retirement benefit scheme contributions	54	36
	2,077	2,818

The emoluments of the highest paid three (2020: four) individuals for the year fell within the following bands:

		Number of individuals
		2021	2020
	Emolument bands Nil – HK\$1,000,000	3	4
11.	FINANCE COSTS
		2021	2020
		HK\$'000	HK\$'000
	Interest expenses on:
	Borrowings	–	1,088
	Lease liabilities	231	154
		231	1,242

12. INCOME TAX (CREDIT)/EXPENSE

	2021 HK\$'000	2020 HK\$'000
Current tax: Hong Kong
– Current year tax expense	290	–
– Over-provision in prior years	(95)	(270)
	195	(270)
Deferred tax (note 30)	(238)	377
Income tax (credit)/expense	(43)	107

Under the two-tiered profits tax rates regime, the first HK\$2 million of profits of the qualifying group entity will be taxed at 8.25%, and profits above HK\$2 million will be taxed at 16.5%. The profits of group entities not qualifying for the two-tiered profits tax rates regime will continue to be taxed at a flat rate of 16.5%.

12. INCOME TAX (CREDIT)/EXPENSE (Continued)

The tax (credit)/expense for the year can be reconciled to the loss before tax per the consolidated statement of comprehensive income as follows:

	2021 HK\$'000	2020 HK\$'000 (63,833)
Loss before tax	(94,741)
Tax at the domestic income tax rate at 16.5% (2020: 16.5%)	(15,632)	(10,532)
Tax effect of non-taxable income	(1,183)	(692)
Tax effect of non-deductible expenses	2,027	678
Tax effect of unused tax losses not recognised	15,241	9,431
Tax effect of utilisation of tax losses previously not recognised	(439)	(224)
Tax effect of deductible temporary differences not recognised	281	1,749
Tax effect of share of results of associates	(292)	(177)
Tax effect of share of result of a joint venture	49	144
Over-provision in prior years	(95)	(270)
Income tax (credit)/expense	(43)	107

At the end of the reporting period, the Group has unused tax losses of HK\$182,871,000 (2020: HK\$95,452,000) for offset against future profits. A deferred tax asset has been recognised in respect of HK\$3,952,000 (2020: HK\$1,867,000) of such losses. The tax losses do not expire under current legislation. No deferred tax asset has been recognised in respect of the tax losses of HK\$178,919,000 (2020: HK\$93,585,000) due to the unpredictability of future profit streams.

As 31 March 2021, the Group has deductible temporary differences of HK\$223,000 (2020: HK\$213,000) of which deferred taxation has not been recognised. Tax effect of such deductible temporary differences as at 31 March 2021 was HK\$37,000 (2020: HK\$35,000).

13. LOSS PER SHARE

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

	2021 HK\$'000	2020 HK\$'000
Loss Loss for the year attributable to owners of the Company	(93,952)	(63,441)
	2021	2020
Number of ordinary shares
Weighted average number of ordinary shares for the purpose of basic and diluted loss per share	240,359,354	222,845,898

The computation of diluted loss per share for the year ended 31 March 2021 is the same as the computation of basic loss per share as there were no potential ordinary shares in issue.

The computation of diluted loss per share for the year ended 31 March 2020 does not assume the conversion of the Company's outstanding the exercise of share options since their assumed exercise would result in a decrease in loss per share.

14. PROPERTY, PLANT AND EQUIPMENT

				Motor
	Leasehold		Furniture	vehicles
	improvements	Equipment	and fixtures	and ship	Total
	HK\$'000	HK\$'000	HK\$'000	HK\$'000	HK\$'000
Cost
At 1 April 2019	8,938	8,172	4,208	14,328	35,646
Additions	521	356	141	–	1,018
Acquisition of a subsidiary	1,970	268	39	–	2,277
Disposals	(1,710)	(31)	–	–	(1,741)
Disposal of a subsidiary	–	(252)	(6)	–	(258)
At 31 March 2020 and 1 April 2020	9,719	8,513	4,382	14,328	36,942
Additions	2,421	5,938	977	–	9,336
Disposals	–	(1,150)	–	(13,110)	(14,260)
Disposal of a subsidiary	(1,970)	(277)	(50)	–	(2,297)
At 31 March 2021	10,170	13,024	5,309	1,218	29,721
Accumulated depreciation
At 1 April 2019	2,895	3,502	2,824	6,435	15,656
Charge for the year	2,014	1,292	791	1,758	5,855
Acquisition of a subsidiary	520	79	10	–	609
Written back on disposals	(1,456)	(2)	–	–	(1,458)
Disposal of a subsidiary	–	(132)	(3)	–	(135)
At 31 March 2020 and 1 April 2020	3,973	4,739	3,622	8,193	20,527
Charge for the year	2,289	1,863	598	768	5,518
Written back on disposals	–	(1,042)	–	(7,889)	(8,931)
Disposal of a subsidiary	(991)	(161)	(22)	–	(1,174)
At 31 March 2021	5,271	5,399	4,198	1,072	15,940
Carrying amounts
At 31 March 2021	4,899	7,625	1,111	146	13,781
At 31 March 2020	5,746	3,774	760	6,135	16,415

Note: As at 31 March 2020, the ship with net book value of HK\$5,625,000 was for staff welfare. The ship was disposed of to an independent third party during the year ended 31 March 2021.

15. RIGHT-OF-USE ASSETS

	Land and buildings
	HK\$'000
Cost
At 1 April 2019 upon initial application of HKFRS 16	6,320
Additions	3,858
Reassessment	(1,174)
At 31 March 2020 and 1 April 2020	9,004
Additions	1,838
Lease modification	(573)
Disposal of a subsidiary	(1,322)
At 31 March 2021	8,947
Accumulated depreciation
At 1 April 2019 upon initial application of HKFRS 16	–
Charge for the year	3,725
At 31 March 2020	3,725
Charge for the year	5,471
Lease modification	(3,226)
Disposal of a subsidiary	(1,102)
At 31 March 2021	4,868
Carrying amounts
At 31 March 2021	4,079
At 31 March 2020	5,279

For both years, the Group leases office buildings for its operations. Lease contracts which effective interest rates of 4.4% (2020: 4.1%–5.2%) are entered into for fixed terms of 12 months to 3 years (2020: 12 months to 3 years), but may have extension and termination options included. The Group applies judgement in evaluating whether it is reasonably certain to exercise the option to renew. That is, it considers all relevant factors that create an economic incentive for it to exercise the renewal option. After the commencement date, the Group reassesses the lease term if there is a significant event or change in circumstances that is beyond its control and affects its ability to exercise (or not to exercise) the option to renew (e.g. a change in business strategy).

The reassessment of lease liabilities and corresponding right-of-use assets during the year ended 31 March 2020 represented by rent reduction from July 2019 to May 2021 relating to the social unrest in Hong Kong.

Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. In determining the lease term and assessing the length of the non-cancellable period, the Group applies the definition of a contract and determines the period for which the contract is enforceable.

16. INTERESTS IN ASSOCIATES

	2021	2020
	HK\$'000	HK\$'000
Unlisted shares, at cost	16,850	26,535
Share of post-acquisition profit	1,413	3,045
Less: allowance for impairment	(11,806)	(9,286)
	6,457	20,294
Amount due to an associate (note iii)	–	(1,012)

Notes:

• (i) On 15 September 2020, the Group entered into a sale and purchase agreement with Topwise Global Holdings Limited ("TGHL"), pursuant to which the Group agreed to dispose of its 22% equity interests in TGHL and TGHL agreed to repurchase its own shares, at a consideration of HK\$8,192,000. The consideration was partly settled by cash amounted to HK\$7,180,000 during the year ended 31 March 2021 and the remaining HK\$1,012,000 was settled by a waiver of amount due to TGHL. A net loss of disposal of the associate of HK\$2,817,000 was recognised in profit or loss during the year ended 31 March 2021.
• (ii) On 2 March 2020, the Group entered into sale and purchase agreements with independent third parties to acquire 20% equity interests in each of Big Max, Diamond Brave and Wing Way at considerations of HK\$3,850,000, HK\$4,100,000 and HK\$4,100,000, respectively. The considerations were settled by cash during the year ended 31 March 2020.

16. INTERESTS IN ASSOCIATES (Continued)

Notes: (Continued)

• (iii) The amount due to an associate is unsecured, interest-free and repayable on demand. The directors of the Company considered the carrying amounts of amount due to an associate approximate its fair value as at 31 March 2020.
• (iv) Particulars of the Group's interests in the Group's material associates at 31 March 2021 and 2020 are as follows:

			Proportion of ownership interest held by the Group
Name of associates	Class of shares held	Particulars of paid up capital	Directly 2021 %	2020 %	Indirectly 2021 %	2020 %	Principal activities	Place of incorporation and operations
TGHL#	Ordinary	N/A (2020: HK\$42,750,000)	N/A	22	N/A	N/A	Vehicle inspection and maintenance and operation of vehicles examination centre	The British Virgin Islands
Keep Choice Limited ("KCL")	Ordinary	N/A (2020: HK\$100)	N/A	N/A	N/A	22	Vehicle inspection and maintenance and operation of a vehicles examination centre	Hong Kong
Big Max	Ordinary	HK\$100 (2020: HK\$100)	20	20	N/A	N/A	Operation of a restaurant	Hong Kong
Diamond Brave	Ordinary	HK\$100 (2020: HK\$100)	20	20	N/A	N/A	Operation of a restaurant	Hong Kong
Wing Way	Ordinary	HK\$100 (2020: HK\$100)	20	20	N/A	N/A	Operation of a restaurant	Hong Kong

TGHL is an investment holding company which holds 100% equity interest in Power Moto Holdings Limited ("Power Moto"). KCL is a subsidiary of Power Moto which is engaged in vehicle inspection and maintenance and operation of a vehicles examination centre.

All of the above associates are unlisted and accounted for using the equity method in the consolidated financial statements.

(v) Impairment assessment of the interests in associates

As at 31 March 2021, due to the unfavorable market condition and the government policy of prohibition on group gathering, the management performed an impairment assessment on interests in Big Max, Diamond Brave and Wing Way with gross carrying amounts of HK\$4,453,000, HK\$4,602,000 and HK\$4,408,000 (2020: HK\$3,889,000, HK\$4,114,000 and HK\$4,123,000), respectively. The recoverable amounts of the associates have been estimated based on value in use calculation, which uses cash flow projections covering a five-year period based on current year's actual results adjusted by expected changes in turnover and direct costs, and a discount rate of 14.09% (2020: 13.20%). Cash flows beyond the five-year period have been extrapolated using a terminal growth rate of 2.5% (2020: 2.5%) which do not exceed the historical average growth rate of the relevant market. Other key assumptions for the value in use calculation include the expected changes in turnover and direct costs for the projection of future cash flows. These assumptions are made based on the associates' past performance and management's expectation on the relevant market.

Based on the result of the impairment assessment, the recoverable amounts of the associates are lower than their carrying amounts. Accordingly, the Group has recognised provision for impairment on its interests in Big Max, Diamond Brave and Wing Way of HK\$2,151,000, HK\$550,000, HK\$1,897,000 (2020: HK\$358,000, HK\$937,000, HK\$1,113,000), respectively, during the year ended 31 March 2021. The carrying amounts of goodwill included interests in associates have been reduced accordingly.

2020

16. INTERESTS IN ASSOCIATES (Continued)

Notes: (Continued)

(vi) Summarised financial information of the material associates, reconciled to the carrying amounts in the consolidated financial statements, is disclosed below:

	HK\$'000
TGHL
Gross amounts of the associate
Non-current assets	35,903
Current assets	18,533
Current liabilities	(8,948)
Equity	45,488
Revenue	48,080
Profit for the year and total comprehensive income for the year	4,520
Reconciled to the Group's interest in the associate
Gross amount of net assets of the associate	45,488
Non-controlling interests	–
Group's effective interest	22%
Group's share of net assets of the associate	10,008
Goodwill	2,645
Accumulated impairment	(2,077)
Carrying amount in the consolidated financial statements	10,576

The revenue and profit and total comprehensive income for the year ended 31 March 2021, up to the date of disposal, are HK\$13,586,000 and HK\$1,968,000, respectively.

	2021	2020
	HK\$'000	HK\$'000
Big Max
Gross amounts of the associate
Non-current assets	4,552	6,387
Current assets	4,809	1,482
Current liabilities	(5,949)	(4,991)
Non-current liabilities	(999)	(3,283)
Equity	2,413	(405)
Revenue (note)	23,651	1,951
Profit and total comprehensive income (note)	2,818	192
Reconciled to the Group's interest in the associate
Gross amount of net assets/(liabilities) of the associate	2,413	(405)
Group's effective interest	20%	20%
Group's share of net assets/(liabilities) of the associate	483	(81)
Goodwill	3,970	3,970
Accumulated impairment	(2,509)	(358)
Carrying amount in the consolidated financial statements	1,944	3,531

Note: Amounts for the year ended 31 March 2020 represent post-acquisition results of the associate.

16. INTERESTS IN ASSOCIATES (Continued)

Notes: (Continued)

(vi) Summarised financial information of the material associates, reconciled to the carrying amounts in the consolidated financial statements, is disclosed below: (Continued)

	2021 HK\$'000	2020 HK\$'000
Diamond Brave
Gross amounts of the associate
Non-current assets	6,096	8,051
Current assets	6,843	1,611
Current liabilities	(3,646)	(2,286)
Non-current liabilities	(6,403)	(6,928)
Equity	2,890	448
Revenue (note)	18,960	1,528
Profit and total comprehensive income (note)	2,442	70
Reconciled to the Group's interest in the associate
Gross amount of net assets of the associate	2,890	448
Group's effective interest	20%	20%
Group's share of net assets of the associate	578	90
Goodwill	4,024	4,024
Accumulated impairment	(1,487)	(937)
Carrying amount in the consolidated financial statements	3,115	3,177

Note: Amounts for the year ended 31 March 2020 represent post-acquisition results of the associate.

	2021	2020
	HK\$'000	HK\$'000
Wing Way
Gross amounts of the associate
Non-current assets	4,258	6,735
Current assets	3,612	1,247
Current liabilities	(5,044)	(4,374)
Non-current liabilities	(1,630)	(3,840)
Equity	1,196	(232)
Revenue (note)	18,306	1,774
Profit and total comprehensive income (note)	1,428	114
Reconciled to the Group's interest in the associate
Gross amount of net assets/(liabilities) of the associate	1,196	(232)
Group's effective interest	20%	20%
Group's share of net assets/(liabilities) of the associate	239	(46)
Goodwill	4,169	4,169
Accumulated impairment	(3,010)	(1,113)
Carrying amount in the consolidated financial statements	1,398	3,010

Note: Amounts for the year ended 31 March 2020 represent post-acquisition results of the associate.

16. INTERESTS IN ASSOCIATES (Continued)

Notes: (Continued)

(vii) The Group has discontinued recognition of its share of losses of certain associates.

The amounts of unrecognised share of those associates, extracted from the relevant management accounts of the associates, both for the year and cumulatively, are as follows:

	2021 HK\$'000	2020 HK\$'000
Unrecognised share of losses of associates for the year	–	–
Accumulated unrecognised share of losses of associates	3,456	3,456

17. INTEREST IN A JOINT VENTURE

	2021	2020
	HK\$'000	HK\$'000
Unlisted shares, at cost	–	1,373
Share of post-acquisition losses	–	(1,018)
	–	355
Amount due to a joint venture (note)	–	86

Note: The amount due to a joint venture is unsecured, interest-free and repayable on demand. The directors of the Company considered the carrying amount of the amount due to a joint venture approximates its fair value as at 31 March 2020.

The following set out the particulars of the joint venture of the Group as at 31 March 2021 and 2020:

			Proportion of ownership interest
Name of joint venture	Class of shares held	Particulars of paid up capital	2021 %	2020 %	Principal activities	Place of incorporation and operations
Basic Wholesale Limited ("Basic Wholesale")	Ordinary	N/A (2020: HK\$15,000)	–	40	Wholesale of grocery products	Hong Kong

Pursuant to the sale and purchase agreement for the acquisition of 40% equity interests of Basic Wholesale by the Group in prior year, the Group was able to exert joint control over Basic Wholesale as the Group has appointed one out of two directors on the board of directors. Appointment or removal of a director can be executed by an ordinary resolution that requires 75% vote. The composition of directors has no change during the years ended 31 March 2021 and 2020.

On 22 March 2021, the Group entered into a sale and purchase agreement with another joint-control shareholder of Basic Wholesale, pursuant to which the Group agreed to dispose of and the joint-control shareholder agreed to acquire the 40% equity interests of the Basic Wholesale held by the Group for a consideration of HK\$66,000. The consideration of HK\$56,000 was settled by cash during the year ended 31 March 2021 and the remaining consideration of HK\$10,000 was waiver of amount due to Basic Wholesale. A net gain on disposal of the joint venture of HK\$10,000 was recognised in profit or loss during the year ended 31 March 2021.

17. INTEREST IN A JOINT VENTURE (Continued)

Summarised financial information in respect of the Group's joint venture is set out below. The summarised financial information below represents amounts shown in the joint venture's financial statements prepared in accordance with HKFRSs.

	2020
	HK\$'000
Basic Wholesale
Gross amounts of the joint venture
Non-current assets	71
Current assets	3,259
Current liabilities	(2,443)
Equity	887
Revenue	10,309
Loss and total comprehensive expenses for the year	(2,180)
Reconciled to the Group's interest in the joint venture
Gross amount of net assets of the joint venture	887
Group's effective interest	40%
Group's share of net assets of the joint venture	355

The revenue and loss and total comprehensive expenses for the year ended 31 March 2021, up to the date of disposal, are HK\$2,621,000 and HK\$748,000, respectively.

18. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS

	2021 HK\$'000	2020 HK\$'000
Listed equity securities
– Hong Kong (notes (i) and (ii))	7,233	240
Unlisted fund (notes (iii) and (iv))	16,398	–
	23,631	240

Notes:

• (i) The fair values of listed equity securities are determined by reference to their quoted market prices at the end of the reporting period and are categorised as level 1 under fair value measurement hierarchy.
• (ii) As at 31 March 2021, listed equity securities with an aggregate fair value of approximately HK\$nil (2020: HK\$124,000) were pledged as collateral to securities brokers for margin financing granted to the Group.

As at 31 March 2021 and 2020, no margin financing was utilised by the Group.

• (iii) On 31 August 2020, the Group entered into a subscription agreement with a fund registered in the Cayman Islands, pursuant to which the Group agreed to subscribe for the shares in a segregated portfolio of the fund at a consideration of HK\$16,000,000.
• (iv) The fair value of the Group's interests in the fund is determined by reference to its net asset value per share at the end of the reporting period, since the Group has the right to request for redemption of some or all of its interests in the fund at a redemption price, which equals to the net asset value, according to the private placing memorandum of the fund. The fair value of the Group's interests in the fund is categorised as level 3 under fair value measurement hierarchy.

19. INVENTORIES

	2021	2020
	HK\$'000	HK\$'000
Merchandise, at cost	8,124	3,632

20. TRADE RECEIVABLES

	2021 HK\$'000	2020 HK\$'000
Trade receivables	19,788	9,387
Allowance for credit losses	(6,124)	(2,381)
	13,664	7,006

The Group maintains payment terms of cash on delivery for retail sales for both years ended 31 March 2021 and 2020. The credit term for certain wholesale customers is 0 to 30 days from the date of billing for the years ended 31 March 2021 and 2020. The Group did not hold any collateral as security or other credit enhancements over the trade receivables.

Included in the trade receivables are amounts due from associates amounted to HK\$5,322,000 (2020: HK\$1,341,000), after recognising an allowance for credit losses of HK\$1,171,000 (2020: Nil).

Details of allowance for credit losses refer to note 35(b).

The following is an aged analysis of trade receivables, net of impairment, presented based on the invoice dates:

	2021 HK\$'000	2020 HK\$'000
Within three months	5,735	6,885
Over three months and within one year	7,929	121
	13,664	7,006

21. DEPOSITS, PREPAYMENTS AND OTHER RECEIVABLES

	2020
HK\$'000	HK\$'000
1,883	1,963
953	722
110	155
2,946	2,840
	2,776
91	64
	2,840
	2021 2,855 2,946

Notes:

(i) As at 31 March 2021 and 2020, the balances of deposits, prepayments and other receivables were expected to be utilised within one year from the end of the reporting period and hence were classified as current assets except for the long term rental deposit.

(ii) In the opinion of the directors of the Company, deposits, prepayments and other receivables are neither past due nor impaired.

(iii) Included in deposits was rental deposits of HK\$1,201,000 (2020: HK\$1,030,000) of which HK\$91,000 (2020: HK\$64,000) is expected to be utilised over one year.

22. LOANS AND ADVANCES TO CUSTOMERS

	2021	2020
	HK\$'000	HK\$'000
Loans and advances to customers	315,711	355,467
Allowance for credit losses	(155,225)	(81,414)
	160,486	274,053
Analysed for reporting purpose as:
Current portion	100,565	178,727
Non-current portion	59,921	95,326
	160,486	274,053

As at 31 March 2021, loans and advances to customers of HK\$16,206,000 (2020: HK\$40,208,000) and HK\$17,486,000 (2020: HK\$6,874,000), respectively, are secured by the customers' pledged first charge and second charge properties located in Hong Kong of which the fair value of the property is higher of the respective loan. As at 31 March 2021, total market value of the customers' pledged first charge and second charge properties as collaterals for these loans and advances to customers were HK\$50,700,000 (2020: HK\$101,950,000) and HK\$106,950,000 (2020: HK\$98,700,000), respectively. The remaining balances are unsecured which include unsecured personal loans and third mortgage loans.

All loans and advances to customers are denominated in HK\$. The Group's loans and advances to customers related to a large number of diversified customers with principal amounts ranged from HK\$5,000 to HK\$32,680,000 (2020: HK\$8,000 to HK\$32,680,000). The loans and advances to customers carry fixed effective interest rate as follows with credit terms mutually agreed with the customers:

	Effective interest rate per annum
Types of loan	2021	2020
Secured loan with properties (first charge and second charge)	12% – 24%	4% – 28%
Unsecured loan	2% – 56%	2% – 56%

22. LOANS AND ADVANCES TO CUSTOMERS (Continued)

(a) Analysis of changes in the gross carrying amount is as follow:

		Lifetime ECL (not credit	Lifetime ECL (credit
	12m ECL	impaired)	impaired)	Total
	HK\$'000	HK\$'000	HK\$'000	HK\$'000
At 1 April 2019	288,035	37,314	39,336	364,685
Additions	220,684	–	–	220,684
Interest income recognised	47,832	1,854	2,280	51,966
Transfer from/to 12m ECL, net	(315,084)	277,186	37,898	–
Transfer from/to lifetime ECL (credit-impaired),
net	–	(16,283)	16,283	–
Repayments	(169,782)	(89,957)	(17,630)	(277,369)
Amounts written off	–	–	(4,499)	(4,499)
At 31 March 2020 and 1 April 2020	71,685	210,114	73,668	355,467
Additions	93,254	–	–	93,254
Interest income recognised	10,963	18,260	1,966	31,189
Transfer from/to 12m ECL, net	(12,591)	(49,923)	62,514	–
Transfer from/to lifetime ECL (credit-impaired),
net	–	(61,130)	61,130	–
Repayments	(83,295)	(62,269)	(11,942)	(157,506)
Amounts written off	–	–	(6,693)	(6,693)
At 31 March 2021	80,016	55,052	180,643	315,711

(b) Analysis of changes in the corresponding allowance for credit losses is as follow:

		Lifetime ECL (not credit	Lifetime ECL (credit
	12m ECL	impaired)	impaired)	Total
	HK\$'000	HK\$'000	HK\$'000	HK\$'000
At 1 April 2019	12,435	1,666	17,679	31,780
Transfer from/to 12m ECL, net	(10,077)	9,727	350	–
Transfer from/to lifetime ECL, net	–	(614)	614	–
Recognise of allowance for ECL, net	13	15,422	38,698	54,133
Amounts written off	–	–	(4,499)	(4,499)
At 31 March 2020 and 1 April 2020	2,371	26,201	52,842	81,414
Transfer from/to 12m ECL, net	(1,125)	(9,079)	10,204	–
Transfer from/to lifetime ECL, net	–	(7,376)	7,376	–
Recognise of allowance for ECL, net	662	342	79,500	80,504
Amounts written off	–	–	(6,693)	(6,693)
At 31 March 2021	1,908	10,088	143,229	155,225

23. PLEDGED BANK DEPOSITS

The pledged bank deposits of HK\$1,004,000 (2020: HK\$1,003,000) carry interest at the rate of 0.1% (2020: 0.1%) per annum with maturity period of three months (2020: three months). As at 31 March 2021, the above bank deposits have been pledged to banks to secure general banking facilities (2020: general banking facilities) granted to the Group.

24. CASH AND CASH EQUIVALENTS

(a) Cash and cash equivalents comprise of cash at banks and security brokers and on hand.

(b) Reconciliation of liabilities arising from financing activities

The table below details the changes in the Group's major liabilities arising from financing activities, including both cash and non-cash changes:

		Amount
	Amount	due to
	due to an	a joint	Lease
	associate	venture	liabilities	Total
	HK\$'000	HK\$'000	HK\$'000	HK\$'000
At 1 April 2020	1,012	86	4,516	5,614
Financing cash flows
Repayment of lease liabilities	–	–	(5,542)	(5,542)
Repayment to a joint venture	–	(76)	–	(76)
	–	(76)	(5,542)	(5,618)
Other changes
Additions to lease liabilities	–	–	1,809	1,809
Modification of lease liabilities	–	–	3,144	3,144
Interest expenses on lease liabilities	–	–	231	231
Waiver of debt upon disposal of an associate	(1,012)	–	–	(1,012)
Waiver of debt upon disposal of a joint venture	–	(10)	–	(10)
	(1,012)	(10)	5,184	4,162
At 31 March 2021	–	–	4,158	4,158

24. CASH AND CASH EQUIVALENTS (Continued)

(b) Reconciliation of liabilities arising from financing activities (Continued)

	Amounts		Amount
	due to	Amount	due to
	related	due to an	a joint	Lease
	parties	associate	venture	liabilities	Borrowings	Total
	HK\$'000	HK\$'000	HK\$'000	HK\$'000	HK\$'000	HK\$'000
At 1 April 2019	5,700	–	–	5,977	7,500	19,177
Financing cash flows
Repayment of borrowings	–	–	–	–	(7,500)	(7,500)
Repayment of lease liabilities	–	–	–	(3,800)	–	(3,800)
Advance from an associate	–	1,012	–	–	–	1,012
Advance from a joint venture	–	–	86	–	–	86
Repayment to related parties	(5,700)	–	–	–	–	(5,700)
	(5,700)	1,012	86	(3,800)	(7,500)	(15,902)
Other changes
Additions to lease liabilities	–	–	–	3,359	–	3,359
Reassessment of lease liabilities	–	–	–	(1,174)	–	(1,174)
Interest expenses on lease liabilities	–	–	–	154	–	154
Interest expenses on borrowings	–	–	–	–	1,088	1,088
Interest and finance charges paid	–	–	–	–	(1,088)	(1,088)
	–	–	–	2,339	–	2,339
At 31 March 2020	–	1,012	86	4,516	–	5,614

25. TRADE AND OTHER PAYABLES

	2021 HK\$'000	2020 HK\$'000
Trade payables	1,873	4,014
Other payables and accruals	3,270	4,427
	5,143	8,441

All of the trade and other payables are expected to be settled or recognised as income within one year or are repayable on demand.

Included in other payables was promotion fees payable to ex-director of the Company and existing substantial shareholder amounted to HK\$449,000 (2020: nil).

At the end of the reporting period, the ageing analysis of trade creditors (which are included in trade and other payables), based on the invoice date, is as follows:

	2021	2020
	HK\$'000	HK\$'000
0–30 days	1,179	2,190
31–90 days	440	150
91–365 days	21	1,293
Over 365 days	233	381
	1,873	4,014

26. CONTRACT LIABILITIES

2021	2020
HK\$'000	HK\$'000
Receipt in advance of retail and wholesale products 1,149	1,054

All contract liabilities are expected to be recognised as income within one year.

Movements in contract liabilities are as follows:

	2021 HK\$'000	2020 HK\$'000
At the beginning of year	1,054	353
Receipt in advance during the year	5,055	4,627
Revenue recognised during the year	(4,960)	(3,926)
At the end of year	1,149	1,054

27. LEASE LIABILITIES

Lease liabilities are presented in the consolidated statement of financial position as follows:

	2021	2020
	HK\$'000	HK\$'000
At the beginning of year	4,516	5,977
Additions	1,809	3,359
Lease modification and reassessment	3,144	(1,174)
Interest expense	231	154
Payments during the year	(5,542)	(3,800)
At the end of year	4,158	4,516
Lease liabilities payable
Within one year	2,768	3,858
More than one year but less than two years	1,390	658
	4,158	4,516
Less: Amounts for settlement within 12 months shown under current liabilities	(2,768)	(3,858)
Amounts due for settlement after 12 months shown under non-current liabilities	1,390	658

28. ACQUISITION OF A SUBSIDIARY

Year ended 31 March 2020

Acquisition of Head Captain Limited ("Head Captain")

On 8 December 2019, the Group acquired 100% equity interest in Head Captain at a total cash consideration of HK\$2,000,000. Head Captain is engaged in operating a restaurant in Hong Kong. The transaction was completed on 12 December 2019.

The fair value of the identifiable assets and liabilities of Head Captain at the date of acquisition is as follows:

	2020
	HK\$'000
Property, plant and equipment	1,668
Inventories	15
Deposits, prepayment and other receivables	419
	2,102
Gain on bargain purchase	(102)
Cash consideration	2,000

The Group recognised a gain on bargain purchase of approximately HK\$102,000 in the business combination.

Included in the profit for the year ended 31 March 2020 was HK\$288,000 attributable to the additional business generated by Head Captain. Revenue for the year ended 31 March 2020 included HK\$9,687,000 generated from Head Captain.

Had the acquisition been completed on 1 April 2019, revenue for the year ended 31 March 2020 of the Group would have been HK\$117,526,000, and loss for the year ended 31 March 2020 of the Group would have been HK\$63,731,000. The pro forma information is for illustrative purposes only and is not necessarily an indication of revenue and results of operations of the Group that actually would have been achieved had the acquisition been completed on 1 April 2019, nor is it intended to be a projection of future results.

29. DISPOSAL OF SUBSIDIARIES

Year ended 31 March 2021

Disposal of Head Captain

On 24 March 2021, the Group disposed of 100% equity interest in Head Captain, which is engaged in operating a restaurant in Hong Kong, for a cash consideration of HK\$2,100,000. The total net assets disposed of were as follows:

Property, plant and equipment	1,123
Right-of-use assets	220
Inventories	14
Trade receivables	117
Deposits, prepayment and other receivables	958
Amounts due from the fellow subsidiaries	450
Cash and cash equivalents	1,049
Trade and other payables	(1,029)
Amounts due to the fellow subsidiaries	(841)
Net assets disposed of	2,061
Cash consideration	2,100
Less: net assets disposed of	(2,061)
Gain on disposal of a subsidiary	39
Net cash inflow arising on disposal
Cash consideration received	2,100
Less: cash and cash equivalents disposal of	(1,049)
	1,051

Year ended 31 March 2020

Disposal of Cool Cool Frozen Food Limited ("Cool Cool Frozen")

On 2 April 2019, the Group disposed of 100% equity interest in Cool Cool Frozen, which is engaged in trading of frozen food products, for a cash consideration of HK\$3,000,000. The total net assets disposed of were as follows:

	HK\$'000
Property, plant and equipment	2,318
Other payable	(7)
Net assets disposed of	2,311
Cash consideration Less: net assets disposed of	3,000 (2,311)
Gain on disposal of a subsidiary	689

Net cash inflow arising on disposal

Cash consideration received	3,000

30. DEFERRED TAX LIABILITIES

Deferred tax liabilities recognised in the consolidated statement of financial position and the movements during the year are as follows:

	Depreciation allowance in excess of related
	Tax losses HK\$'000	depreciation HK\$'000	Total HK\$'000
At 1 April 2019	(308)	431	123
Deferred tax charged to the profit or loss during the year (note 12)	–	377	377
At 31 March 2020 and 1 April 2020	(308)	808	500
Deferred tax credited to the profit or loss during the year
(note 12)	(344)	106	(238)
At 31 March 2021	(652)	914	262

31. CAPITAL, RESERVES AND DIVIDENDS

(a) Movements in components of equity

The reconciliation between the opening and closing balances of each component of the Group's consolidated equity is set out in the consolidated statement of changes in equity.

(b) Share capital

During the year ended 31 March 2020, options were exercised to subscribe 21,465,000 ordinary shares in the Company at a consideration of HK\$5,688,000, resulting in additional share capital of HK\$215,000, share premium of HK\$6,884,000 and a reduction of share option reserve of HK\$1,411,000.

	Number of shares	HK\$'000
Authorised ordinary shares of HK\$0.01 each:
At 1 April 2019, 31 March 2020 and 31 March 2021
Ordinary shares of HK\$0.01 each	30,000,000,000	300,000
Issued and fully paid ordinary shares of HK\$0.01 each:
At 1 April 2019	218,894,354	2,189
Share option exercise (note 32)	21,465,000	215
At 31 March 2020 and 31 March 2021	240,359,354	2,404

All issued shares rank pari passu in all respects with each other.

31. CAPITAL, RESERVES AND DIVIDENDS (Continued)

(c) Reserves

(i) Share premium

The application of share premium account is governed by section 40 of the Companies Act 1981 of Bermuda.

(ii) Share option reserve

The share option reserve comprises the fair value of share options granted which are yet to be exercised, as further explained in the accounting policy for share-based payments in note 2 to the financial statements. The amount will either be transferred to the share premium account when the related options are exercised, or be transferred to retained profits/accumulated losses should the related options expire after the vesting period.

(iii) Capital reserve

Capital reserve represents (i) the difference between the nominal value of the shares of subsidiaries acquired and the nominal value of shares issued by the Company as consideration thereof pursuant to the reorganisation and (ii) the difference between the consideration paid/received to obtain/release non-controlling interests in certain subsidiaries and their respective carrying amount on the date of acquisition or disposal.

(iv) Contributed surplus

Contributed surplus represents the reduction of issued share capital.

Under the Companies Act 1981 of Bermuda, the contributed surplus account of the Company is available for distribution. However, the Company cannot declare or pay a dividend, or make a distribution out of the contributed surplus, if there are reasonable grounds for believing that: (i) the Company is, or would after the payment be, unable to pay its liabilities as they become due, or (ii) the realisable value of the Company's assets would thereby be less than the aggregate of its liabilities and its issued share capital and the share premium account.

(d) Dividend

No dividend was paid or proposed during the year ended 31 March 2021 nor has any dividend been proposed since the end of the reporting period (2020: Nil).

32. SHARE-BASED COMPENSATION

The 2011 Share Option Scheme was effective on 4 January 2011 and, unless otherwise cancelled or amended, will remain in force for 10 years from that date.

The purpose of the 2011 Share Option Scheme is to enable the Group to grant share options to the participants as incentives or rewards for their contribution to the Group.

Eligible participants of the 2011 Share Option Scheme ("Eligible Participants") include (i) any full-time employees of the Group and Directors (including Executive Directors, Non-executive Directors and Independent Non-executive Directors) of the Company; (ii) any supplier of goods or services to any member of the Group or any entity in which any member of the Group holds an equity interest (the "Invested Entity"); (iii) any customer of any member of the Group or any Invested Entity; (iv) any person or entity that provides research, development or other technological support to any member of the Group or any Invested Entity; (v) any shareholder of any member of the Group or any Invested Entity or any holder of any securities issued by any member of the Group or any Invested Entity; (vi) any adviser (professional or otherwise) or consultant to any area of business or business development of any member of the Group or any Invested Entity; and (vii) any other group or classes of Eligible Participants who have contributed or may contribute by way of joint venture, business alliance or other business arrangement to the development and growth of the Group.

The maximum number of share options permitted to be granted under the 2011 Share Option Scheme is an amount equivalent, upon their exercise, to 10% of the shares of the Company in issue at the date of approval of the 2011 Share Option Scheme.

The maximum number of share issuable under share options to each eligible participant in the 2011 Share Option Scheme within any 12-month period is limited to 1% of the shares of the Company in issue at any time. Any further grant of share options in excess of this limit is subject to shareholders' approval in a general meeting.

Share options granted to a substantial shareholder or an independent non-executive director of the Company, or to any of their associates, in excess of 0.1% of the shares of the Company in issue at any time and with an aggregate value (based on the closing price of the Company's shares at the date of grant) in excess of HK\$5 million, which any 12-month period, are subject to shareholders' approval in a general meeting.

The offer of a grant of share options may be accepted within 21 days from the date of offer, upon payment of a nominal consideration of HK\$1 in total by the grantee. The exercise period of the share options granted is determinable by the directors of the Company, and commences after a vesting period and ends on a date which is not later than ten years from the date of offer of the share options.

The exercise price of share options is determinable by the directors of the Company, but shall not be less than the highest of (i) the closing price of the Company's shares as stated in the Stock Exchange's daily quotation sheets on the date of grant of the share options; (ii) the average closing price of the Company's share as stated in the Stock Exchange's daily quotation sheets for the five trading days immediately preceding the date of grant; and (iii) the nominal value of the Company's share. Share options do not confer rights on the holders to dividends or to vote at shareholders' meetings.

The Group has no legal or constructive obligation to repurchase or settle the options.

32. SHARE-BASED COMPENSATION (Continued)

The movement of outstanding share options granted under the 2011 Share Option Scheme is as follow:

	2011 Share
	Option Scheme
	exercise price	Number of
	per share	options
	HK\$	'000
At 1 April 2019	–	–
Granted during the year	0.265	21,850
Exercised during the year	0.265	(21,465)
At 31 March 2020 and 1 April 2020	0.265	385
Lapsed during the year	N/A	(385)
At 31 March 2021	–	–

The fair values of the equity-settled share options granted during the year ended 31 March 2020 were estimated by Valor Appraisal & Advisory Limited, an independent firm of professionally qualified valuer, using the binomial option pricing model, taking into account the terms and conditions upon which the options were granted. The fair value of the equity-settled share options granted during the year ended 31 March 2020 was HK\$1,436,000. The Group recognised a share option expense of HK\$1,436,000 during the year ended 31 March 2020. The following table lists the inputs to the model used.

Share options granted

Date of grant	10 December 2019
Dividend yield (%)	0%
Expected volatility (%)	61.89%
Risk-free interest rate (%)	1.75
Expected life of options (year)	1
Share price at grant date (HK\$ per share)	0.265

The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may also not necessarily be the actual outcome.

No other feature of the options granted was incorporated into the measurement of fair value.

As at 31 March 2020, the Company had 385,000 share options outstanding under the 2011 Share Option Schemes, which represented approximately 0.17% of the Company's shares in issue as at that date. The exercise in full of the share options would, under the present capital structure of the Company, result in the issue of 385,000 additional ordinary shares of the Company and additional share capital of approximately HK\$3,850 and share premium of approximately HK\$98,000. The share options granted during the year ended 31 March 2020 have no vesting period.

During the year ended 31 March 2021, the 2011 Share Option Scheme expired and the 385,000 outstanding share options were lapsed. Accordingly, the amount included in the share option reserve was transferred to accumulated losses.

33. TRANSACTIONS AND BALANCES WITH RELATED PARTIES

(a) Key management compensation

During both years, compensation of key management personnel represents directors' remuneration and those of senior staff as stated in notes 9 and 10, respectively. The directors' remuneration is determined by the remuneration committee having regard to the performance, responsibilities and experience of individuals and market trends.

(b) Financing arrangements

		Amounts owed by the Group to related parties As at 31 March		Related interest expense For the year ended 31 March
	Notes	2021 HK\$'000	2020 HK\$'000	2021 HK\$'000	2020 HK\$'000
Loans from close family members of a director	(i)	–	–	–	(531)
Amount due to an associate	(ii)	–	(1,012)	–	–
Amount due to a joint venture	(ii)	–	(86)	–	–

Notes:

• (i) The related party transactions in respect of the financial assistance received from close family members of an executive director constitutes continuing connected transactions as defined in Chapter 20 of the GEM Listing Rules. However, those transactions are exempt from the disclosure requirements in Chapter 20 of the GEM Listing Rules as the transactions are on normal commercial terms and no security over the assets of the Company is granted in respect of such financial assistance.
• (ii) The amounts are unsecured, interest-free and repayable on demand.

(c) Performance guarantee provided

During the years ended 31 March 2021 and 2020, the Company provided performance guarantee for KCL regarding the management, operation and maintenance of a vehicle examination center. The letter of guarantee contains no specific amount and will be repaid on 31 March 2021. A counter-guarantee of 78% of the guarantee liability was provided by one of the ultimate shareholders of TGHL. Such arrangement was ceased on 31 March 2021.

33. TRANSACTIONS AND BALANCES WITH RELATED PARTIES (Continued)

(d) Other related party transactions

The Group had significant transactions with the following related parties during the year:

			Transaction amount
Related party relationship	Type of transaction	Notes	2021 HK\$'000	2020 HK\$'000
Directors of the Company	Sales of groceries products	(ii)	–	2
	Sales of cash coupons	(ii)	8	39
Close family members of a director of the Company	Sales of cash coupons	(ii)	–	19
	Sales of a subsidiary		–	20
Associates	Sales of groceries products		6,492	877
	Sales of cash coupons		6	74
Ex-director of the Company and existing substantial shareholder	Promotion fees paid	(ii)	449	–
	Consultant fees paid	(ii)	198	–
Close family members of a ex-director of the Company and existing substantial shareholder	Promotion fees paid	(ii)	353	–
	Handling fees paid	(ii)	286	–

Notes:

• (i) The directors of the Company are of the opinion that the above transactions were entered into at terms agreed by both parties and the terms of the transactions were determined by the directors with reference to the terms of similar transactions with unrelated third parties.
• (ii) The related party transactions in respect of the sales of groceries products and cash coupons, promotion fees paid, consultant fees paid and handling fees paid above constitute connected transactions or continuing connected transactions as defined in Chapter 20 of the GEM Listing Rules. However, those transactions are exempt from the disclosure requirements in Chapter 20 of the Listing Rules as they are below the de minimis threshold under Rule 20.74(1)(c) of the GEM listing Rules.
• (iii) Except as disclosed above and elsewhere in the consolidated financial statements, there were no other significant related/connected party transactions with related parties during the year or significant balances with them at the end of the year.

34. CONTINGENT LIABILITIES

Performance guarantee granted

As at 31 March 2020, the Group provided performance guarantee to an associate (note 33(c)). The directors of the Company did not consider it probable that a claim will be made against the Group under the guarantee.

(a) Financial instruments by category

	2021 HK\$'000	2020 HK\$'000
Financial assets
Financial assets at FVTPL	23,631	240
Financial assets at amortised costs
– Trade receivables	13,664	7,006
– Other receivables	1,993	1,581
– Loans and advances to customers	160,486	274,053
– Pledged bank deposits	1,004	1,003
– Cash and cash equivalents	44,523	47,438
	221,670	331,081
Total	245,301	331,321
Financial liabilities
Financial liabilities at amortised cost
– Trade and other payables	2,858	4,566
– Amount due to an associate	–	1,012
– Amount due to a joint venture	–	86
Lease liabilities	4,158	4,516
Total	7,016	10,180

(b) Financial risk factors

The Group is exposed itself to variety of financial risks: market risk (including cash flow and fair value interest rate risk and price risk), credit risk and liquidity risk.

Financial risk management is coordinated at the Group's headquarters, in close co-operation with the directors of the Company. The overall objective in managing financial risks focus on securing the Group's short to medium term cash flows by minimising its exposure to financial markets. Long term financial investments are managed to generate returns with acceptable risk levels.

The Group identifies ways to assess financial markets and monitors the Group's financial risk exposures. Regular reports are provided to the directors of the Company.

(b) Financial risk factors (Continued)

(a) Market risk

(i) Cash flow and fair value interest rate risk

The Group's cash flow interest rate risk relates primarily to variable-rate cash at banks and security brokers. The Group's cash flow interest rate results mainly from the fluctuations of market interest rates.

The Group is exposed to fair value interest rate risk in relation to fixed-rate loans and advances to customers and pledged bank deposits. The Group currently does not have an interest rate hedging policy. However, the management monitors interest rate exposure and will consider hedging significant interest rate exposure should the need arise.

Interest rates sensitivity analysis

The sensitivity analyses below have been determined based on the exposure to interest rates for variable-rate cash at banks and security brokers at the end of the reporting period. The analysis is prepared assuming the financial instruments outstanding at the end of the reporting period were outstanding for the whole year. A 50 basis points (2020: 50 basis points) increase or decrease in HIBOR is used when reporting interest rate risk internally to key management personnel and represents management's assessment of the reasonably possible change in interest rates.

Cash flow interest rate risk

If interest rates had been 50 basis points (2020: 50 basis points) higher/lower and all other variables were held constant, the Group's loss after tax for the year ended 31 March 2021 would decrease/increase by HK\$186,000 (2020: decrease/increase by HK\$198,000). This is mainly attributable to the Group's exposure to interest rates on its variable-rate bank balances.

Bank balances are excluded from sensitivity analysis as the management considers that the exposure of cash flow interest rate risk arising from variable rate bank balances is insignificant.

In the management's opinion, the sensitivity analysis is unrepresentative of the inherent interest rate risk as the year end exposure does not reflect the exposure during the year.

(ii) Price risk

Equity price risk relates to the risk that the fair values or future cash flows of a financial instrument will fluctuate because of changes in market prices (other than changes in interest rates and foreign exchange rates). The Group is exposed to price risk arising from listed equity securities and unlisted fund classified as FVTPL (note 18) at 31 March 2021 and 2020.

Price sensitivity analysis

The sensitivity analyses below have been determined based on the exposure to price risks at the end of the reporting period. If prices of investments in listed securities and unlisted fund were 10% higher/lower, loss after tax would decrease/increase by HK\$1,973,000 (2020: HK\$20,000) for the Group as a result of the changes in fair value of investments which are classified as FVTPL.

(b) Financial risk factors (Continued)

(b) Credit risk and impairment assessment

Credit risk refers to the risk that the borrowers or counterparties may default on their payment obligations due to the Group. These rights arise from the Group's lending and investment activities and sales of goods. Generally, the maximum credit risk exposure of financial assets is the carrying amount of the financial assets as shown on the face of the consolidated statement of financial positions which are summarised in note 35(a).

In order to minimise the credit risk, the Group has established policies and systems for the monitoring and control of credit risk. The management has delegated different divisions responsible for determination of credit limits, credit approvals and other monitoring processes to ensure that follow-up action is taken to recover overdue debts and past due trade receivables. In addition, management reviews the carrying amounts of loans and advances to customers and trade receivables individually and collectively at the end of each reporting period to ensure that adequate loss allowance for ECL on financial assets is made. In this regard, management considers that the Group's credit risk is significantly reduced.

Loans and advances to customers

The Group's exposure to credit risk is influenced mainly by the individual characteristics of each customer. At the end of the reporting period, the Group has certain concentration of credit risk as 15% (2020: 9%) and 29% (2020: 24%) of the total loans and advances to customers was due from the Group's largest customer and the five largest customers within the money lending segment respectively.

The management is responsible for developing and maintaining the processes for measuring the ECL of the Group's loans and advances to customers. The ECL is assessed by the management regularly. The Group applies general approach to measure ECL on loans and advances to customers. In addition, forward-looking information is required in estimating the ECL, with the management considering expectation of certain macroeconomic indicators such as gross domestic product growth rate and unemployment rate.

Under the general approach, loans and advances to customers are classified into three stages to reflect the deterioration in credit quality. Impairment allowance of each stage is calculated based on the product of probability of default, loss given default and exposure at default. Stage 1 covers loans and advances to customers that have not deteriorated significantly in credit quality since initial recognition including those that are considered to be low credit risk investments. Stage 2 covers loans and advances to customers that have deteriorated significantly in credit quality since initial recognition. Stage 3 covers loans and advances to customers for which credit loss events occur and become credit-impaired. 12m ECL is recognised in Stage 1, while lifetime ECL are recognised in Stages 2 and 3.

(b) Financial risk factors (Continued)

(b) Credit risk and impairment assessment (Continued)

Loans and advances to customers (Continued)

The Group's internal credit risk grading assessment on loans and advances to customers comprises the following categories:

Internal credit rating	Description	Basic for recognition of ECL
Normal	Borrowers can honour the terms of their loans. There is no reason to doubt their ability to repay the principal and interest in full on a timely basis.	12m ECL
Special mention	Borrowers are currently able to service their loans and interest, though repayment may be adversely affected by specific factors.	Lifetime ECL – not credit impaired
Sub-standard	Borrowers' ability to service their loans is in question and borrowers cannot rely entirely on normal business revenues to repay the principal and interest. Losses may ensue even when collateral items or guarantees are invoked.	Lifetime ECL – credit impaired
Doubtful	Borrowers cannot repay the principal and interest in full and significant losses will need to be recognised even when collateral or guarantees are invoked.	Lifetime ECL – credit impaired
Loss	Principal and interest of loans cannot be recovered or only a small portion of them can be recovered after taking all possible measures or resorting to all necessary legal procedures.	Amount is written off

The decision rules for stage allocation under general approach are as follows:

Stage	Decision rules (based on internal credit rating)
Stage 1	Loans and advances to customers with internal credit rating of "Normal"
Stage 2	Loans and advances to customers with internal credit rating of "Special mention"
Stage 3	Loans and advances to customers with internal credit ratings of "Sub-standard" and "Doubtful"

(b) Financial risk factors (Continued)

(b) Credit risk and impairment assessment (Continued)

Loans and advances to customers (Continued)

The table below shows the past due information based on the Group's credit policy, unless other information is available without undue cost or effort, and year-end staging classification at 31 March 2021 and 2020. The amounts presented are net carrying amounts of financial assets.

	12m ECL HK\$'000	Lifetime ECL (not credit impaired) HK\$'000	Lifetime ECL (credit impaired) HK\$'000	Total HK\$'000
Loans and advances to customers
– Not yet past due	78,108	–	–	78,108
– Less than 30 days past due	–	44,964	–	44,964
– More than 30 days past due	–	–	37,414	37,414
At 31 March 2021	78,108	44,964	37,414	160,486
Loans and advances to customers
– Not yet past due	69,314	–	–	69,314
– Less than 30 days past due	–	183,913	–	183,913
– More than 30 days past due	–	–	20,826	20,826
At 31 March 2020	69,314	183,913	20,826	274,053

(b) Financial risk factors (Continued)

(b) Credit risk and impairment assessment (Continued)

Trade receivables

The Group applied simplified approach in HKFRS 9 to measures loss allowance for trade receivables at an amount equal to lifetime ECLs. The ECLs on trade receivables are assessed individually for debtors with significant and/or collectively using a provision matrix with appropriate groupings. As the Group's historical credit loss experience does not indicate significant different loss patterns for different customer segments, the loss allowance based on past due status is not further distinguished between the Group's different customer bases.

The following table provides information about the Group's exposure to credit risk and ECLs for trade receivables at 31 March 2021 and 2020:

	31 March 2021				31 March 2020
		Gross			Gross
	Expected	carrying	Loss	Expected	carrying	Loss
	loss rate	amount	allowance	loss rate	amount	allowance
	%	HK\$'000	HK\$'000	%	HK\$'000	HK\$'000
Neither past due nor
impaired	0%	135	–	3.60%	2,695	97
Within three months
past due	9.39%	6,180	580	11.33%	4,835	548
Over three months but within one year
past due	13.85%	9,204	1,275	46.93%	228	107
Over one year past due	100%	4,269	4,269	100%	1,629	1,629
		19,788	6,124		9,387	2,381

The estimated loss rates are estimated based on historical observed default rate and are adjusted for forward-looking information that is available without undue cost or effort. The grouping is regularly reviewed by management to ensure relevant information about specific debtor is updated.

(b) Financial risk factors (Continued)

(b) Credit risk and impairment assessment (Continued)

Trade receivables (Continued)

The following table shows the movement in lifetime ECL that has been recognised for trade receivable under simplified approach.

	HK\$'000
As at 1 April 2019	4,099
Impairment losses recognised	5,374
Impairment losses reversed	(459)
Impairment losses recognised, net	4,915
Bad debts written off	(6,633)
As at 31 March 2020 and 1 April 2020	2,381
Impairment losses recognised	4,430
Impairment losses reversed	(119)
Impairment losses recognised, net	4,311
Bad debts written off	(568)
As at 31 March 2021	6,124

The Group writes off a trade receivable when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery, e.g. when the debtor has been placed under liquidation or has entered into bankruptcy proceedings, or when the trade receivables are over two years past due, whichever occurs earlier.

(b) Financial risk factors (Continued)

(b) Credit risk and impairment assessment (Continued)

Other receivables

For other receivables, management makes periodic collective assessments as well as individual assessment on the recoverability of other receivables based on historical settlement records and past due status, assessed that the expected loss rates for the other receivables was minimal. Thus, no loss allowance for other receivables was recognised as at 31 March 2021 and 2020.

Pledged bank deposits and bank balances

For the years ended 31 March 2021 and 2020, all the Group's pledged bank deposits, and bank balances are deposited with major banks and security brokers located in Hong Kong. The expected credit losses for bank balances are insignificant because such assets are placed in banks and security brokers with good reputation.

(c) Liquidity risk

Liquidity risk relates to the risk that the Group will not be able to meet its obligations associated with its financial liabilities. The Group is exposed to liquidity risk in respect of settlement of trade and other payables, amounts due to an associate and a joint venture, lease liabilities and its financing obligations and also in respect of its cash flow management. The Group manages its liquidity needs on a consolidated basis by carefully monitoring scheduled debt servicing payments for long term financial liabilities as well as forecast cash inflows and outflows due in day to day business.

The Group maintains a level of cash and cash equivalents and marketable securities deemed adequate by the management to meet its liquidity requirements for up to 30-day periods at a minimum. Funding for longer-term liquidity needs is additionally secured by an adequate amount of committed credit facilities and the ability to sell longer-term financial assets.

Analysed below is the Group's remaining contractual maturities for its non-derivative financial liabilities at 31 March 2021 and 2020. When the creditor has a choice of when the liability is settled, the liability is included on the basis of the earliest date on when the Group can be required to pay. Where the settlement of the liability is in instalments, each instalment is allocated to the earliest period in which the Group is committed to pay. The maturity analysis for other non-derivative financial liabilities is prepared based on the scheduled repayment dates.

(b) Financial risk factors (Continued)

(c) Liquidity risk (Continued)

The analysis is based on the financial liabilities' contractual undiscounted cash flows (including interest payments calculated using contractual rates or, if floating, based on rates current at the end of the reporting period) and the earliest date the Group can be required to pay.

At 31 March 2021	Weighted average effective interest rate %	On demand HK\$'000	Within one year HK\$'000	More than one year but within five years HK\$'000	Total contractual undiscounted cash flows HK\$'000	Carrying amount HK\$'000
Non-derivative financial instruments
Trade and other payables	–	–	2,858	–	2,858	2,858
Lease liabilities	4.4	–	2,881	1,429	4,310	4,158
Total		–	5,739	1,429	7,168	7,016
	Weighted			More than	Total
	average			one year	contractual
	effective		Within	but within	undiscounted	Carrying
	interest rate	On demand	one year	five years	cash flows	amount
At 31 March 2020	%	HK\$'000	HK\$'000	HK\$'000	HK\$'000	HK\$'000
Non-derivative financial instruments
Trade and other payables	–	–	4,566	–	4,566	4,566
Amount due to an associate	–	1,012	–	–	1,012	1,012
Amount due to a joint venture	–	86	–	–	86	86
Lease liabilities	4.1–5.2	–	3,964	667	4,631	4,516
Total		1,098	8,530	667	10,295	10,180

(c) Capital risk management

The Group's capital management objectives are to ensure the Group's ability to continue as a going concern and to provide an adequate return to shareholders by pricing goods and services commensurately with the level of risk.

The capital structure of the Group consists of borrowings and equity attributable to owners of the Company (comprising issued share capital, share premium, reserves and retained profits/accumulated losses).

The directors of the Company review the capital structure regularly. As part of this review, the directors consider the cost of capital and the risks associated with each class of capital. Based on recommendations of the directors, the Group will balance its overall capital structure through the payment of dividends, new share issues as well as the issue of new debts or the redemption of existing debts.

(d) Fair value measurement

(i) Financial assets and liabilities measured at fair value

Fair value hierarchy

For assets and liabilities that are recognised in the consolidated financial statements on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy by reassessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

(d) Fair value measurement (Continued)

(i) Financial assets and liabilities measured at fair value (Continued)

Fair value hierarchy (Continued)

The following table presents the carrying value of the Group's financial instruments measured at fair value at the end of the reporting period on a recurring basis.

	Fair value	Level 1	Level 3
	HK\$'000	HK\$'000	HK\$'000
As at 31 March 2021
Financial assets at FVTPL
– Listed equity securities	7,233	7,233	–
– Unlisted fund	16,398	–	16,398
As at 31 March 2020
Financial assets at FVTPL

During the years ended 31 March 2021 and 2020, there were no transfers between Level 1, Level 2 and Level 3. The Group's policy is to recognise transfers into and transfer out of Level 3 as of the date of the event or change in circumstances that caused the transfer.

– Listed equity securities 240 240 –

	Fair value 2021	2020	Valuation technique and key input	Significant unobservable input
Financial assets at FVTPL (listed equity securities)	7,233	240	Quoted bid prices in an active market	N/A
Financial assets at FVTPL (unlisted fund)	16,398	–	Net asset value (note)	N/A

Note: The unlisted fund is redeemable at a redemption price equals to the net asset value as stated in the monthly shareholder's statement issued by the fund administrator.

Reconciliation of Level 3 fair value measurement of financial assets

	HK\$'000
As at 1 April 2019, 31 March 2020 and 1 April 2020	–
Addition	16,000
Fair value change recognised in profit or loss	398

(ii) Fair value of financial assets and liabilities carried at other than fair value

The carrying amounts of the Group's financial instruments carried at amortised cost are not materially different from their fair values as at 31 March 2021 and 2020.

As at 31 March 2021 16,398

36. STATEMENT OF FINANCIAL POSITION OF THE COMPANY

Statement of financial position of the Company at the end of the reporting period is as follows:

	2021	2020
	HK\$'000	HK\$'000
ASSETS
Non-current assets
Property, plant and equipment	399	5
Investment in a subsidiary (note (i))	–	–
Amounts due from subsidiaries	264,932	18,061
	265,331	18,066
Current assets
Prepayments, deposits and other receivables	241	137
Financial assets at fair value through profit or loss	7,234	240
Amounts due from subsidiaries	9,853	316,962
Tax recoverable	–	146
Cash and cash equivalents	6,838	7,096
	24,166	324,581
LIABILITIES Current liabilities
Other payables	1,844	1,891
Amounts due to subsidiaries	19,959	3,219
	21,803	5,110
Net current assets	2,363	319,471
Net assets	267,694	337,537
EQUITY
Equity attributable to owners of the Company Share capital	2,404	2,404
Reserves	265,290	335,133
Total equity	267,694	337,537

– –

36. STATEMENT OF FINANCIAL POSITION OF THE COMPANY (Continued)

Notes:

(i) Investment in a subsidiary

	2021 HK\$'000	2020 HK\$'000
Investment in a subsidiary	1,097	1,097
Less: impairment	(1,097)	(1,097)

The directors of the Company are of opinion that none of the Group's subsidiary that have non-controlling interests are material to the consolidated financial statements as a whole.

(ii) Particulars of the principal subsidiaries of the Company at 31 March 2021 and 2020 are set out in note 37.

(iii) Details of the changes in the Company's individual components of equity between the beginning and the end of the year are set out below:

	Share capital HK\$'000 (note 31(b))	Share premium HK\$'000 (note 31(c)(i))	Share option reserve HK\$'000 (note 31(c)(ii))	Contributed surplus HK\$'000 (note 31(c)(iv))	Accumulated losses HK\$'000	Total HK\$'000
Balance at 1 April 2019	2,189	353,125	–	145,926	(84,504)	416,736
Loss for the year	–	–	–	–	(86,323)	(86,323)
Transactions with owners:
Equity settled share option arrangement	–	–	1,436	–	–	1,436
Shares issued on exercise of share option	215	6,884	(1,411)	–	–	5,688
Transactions with owners	215	6,884	25	–	–	7,124
Balance at 31 March 2020 and 1 April 2020	2,404	360,009	25	145,926	(170,827)	337,537
Loss for the year	–	–	–	–	(69,843)	(69,843)
Transactions with owners:
Transfer upon lapse of share options	–	–	(25)	–	25	–
Transactions with owners	–	–	(25)	–	(69,818)	(69,843)
Balance at 31 March 2021	2,404	360,009	–	145,926	(240,645)	267,694

37. GENERAL INFORMATION OF SUBSIDIARIES

Details of the principal subsidiaries held by the Company directly and indirectly as at 31 March 2021 and 2020 are as follows:

		Paid up issued/ Registered capital		Group's effective interest		Held by the Company subsidiaries	Principal activities and
Name of subsidiaries	2021 HK\$	2020 HK\$	2021	2020	2021	2020	place of operations
Bright Zone Corporation Limited	1,350,000	1,350,000	100%	100%	100%	100%	Sales of grocery products, Hong Kong
Cool Cool F&B Holding Limited	30,000,000	30,000,000	100%	100%	100%	100%	Wholesale of frozen food, Hong Kong
Cool Cool Trading (International) Limited	1	1	100%	100%	100%	100%	Sales of frozen food, Hong Kong
Smart Diner Limited (previously known as King of Catering (Investment) Limited)	500,000	500,000	100%	60%	100%	60%	Trading of cash coupons, Hong Kong
Local Food Production Limited	100	100	100%	100%	100%	100%	Sales of processed food, Hong Kong
Yvonne Credit Service Co., Limited	388,583,043	388,583,043	100%	100%	100%	100%	Provision of money lending business, Hong Kong
Head Captain	N/A	1	–	100%	–	100%	Operation of a restaurant, Hong Kong

Note:

The above table lists the subsidiaries of the Group which, in the opinion of the directors of the Company, principally affected the results for the period or formed a substantial portion of the net assets of the Group. To give details of other subsidiaries would, in the opinion of the directors of the Company, result in particulars of excessive length.

None of the subsidiaries had issued any debt securities at the end of the year.

38. EVENT AFTER REPORTING PERIOD

On 15 April 2021, a subsidiary of the Group entered into a sale and purchase agreement with an independent third party to acquire 20% equity interests in a company, which operates a restaurant in Hong Kong, for a consideration of HK\$2,400,000.