Sealand Capital Galaxy
Annual Report 2022

Plain-text annual report

SEALAND CAPITAL GALAXY LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022 SEALAND CAPITAL GALAXY LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022 CONTENTS Corporate Information Chairman’s Statement Directors’ Report Statement of Directors’ Responsibilities Independent Auditor’s Report Consolidated Statement of Profit or Loss Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Changes in Equity Consolidated Statement of Cash Flows PAGES 1 2 3 – 6 7 8 – 11 12 13 14 15 16 Notes to the Consolidated Financial Statements 17 – 40 SEALAND CAPITAL GALAXY LIMITED CORPORATE INFORMATION Board of Directors Executive Director: Mr Chung Lam Nelson Law (Chairman and Chief Financial Officer) Non-executive Director: Mr Geoffrey John Griggs Company Secretary Registered Office Independent Auditor Collas Crill Corporate Services Limited Willow House, PO Box 709, Cricket Square, Grand Cayman, KY1-1107, Cayman Islands Willow House, PO Box 709, Cricket Square, Grand Cayman, KY1-1107, Cayman Islands PKF Littlejohn LLP 15 Westferry Circus, London E14 4HD, United Kingdom Principal Banker China Construction Bank (Asia) Corporation Limited Legal advisers for English law Legal advisers for Cayman Islands law Hill Dickinson LLP The Broadgate Tower, 20 Primrose Street, London EC2A 2EW Collas Crill & CARD Willow House, PO Box 709, Cricket Square, Grand Cayman, KY1 1107, Cayman Islands 1 SEALAND CAPITAL GALAXY LIMITED CHAIRMAN’S STATEMENT Dear Shareholders I hereby present the annual report of Sealand Capital Galaxy Limited (the “Company” or “Sealand”, together with its subsidiaries, the “Group”) for the year ended 31 December 2022 (the “Year”). PERFORMANCE FOR THE YEAR The Group reported a loss of £179,569 (2021: £1,033,713) during the Year. Our business was continuously impacted by the COVID-19 epidemic over our overseas subsidiaries’ operations during the Year. The Group’s revenue for the Year increased by 27.6% to £226,750 (2021: £177,667) due to the development of distributor business in the Hong Kong market. KEY DEVELOPMENTS FOR THE YEAR In 2022, the Company experienced significant growth, albeit from a low base, in new markets in Hong Kong through its wholly owned subsidiary, SCG GROUP LIMITED. The Company’s revenues increased by 27.6%, primarily driven by multiple reselling channels, with a major contribution from the local market in Hong Kong. In addition, SCG GROUP LIMITED achieved further success by implementing a reselling model in Hong Kong, collaborating with chain store retailers, individual live stream platforms, and luxury department stores. FUTURE PROSPECTS AND OUTLOOK Looking ahead, SCG GROUP LIMITED is committed to further expanding its operations both horizontally and vertically in the upcoming year. The Company aims to diversify its product lines for each brand while simultaneously expanding its geographic presence. Emphasising new channel development, SCG GROUP LIMITED will forge partnerships with additional channel parties to align with its core focus and ensure cohesiveness. ACKNOWLEDGEMENTS We wish to express our appreciation to our shareholders, business partners and suppliers for their continued support during what has been a difficult time for all. We would like to thank our dedicated staff for their contributions to the success of the Group. Chung Lam Nelson Law Chairman 31 May 2023 2 SEALAND CAPITAL GALAXY LIMITED DIRECTORS’ REPORT The directors present their report, together with the audited financial statements of Sealand Capital Galaxy Limited and its subsidiaries for the year ended 31 December 2022 (the “Year”). The Company Sealand Capital Galaxy Limited was incorporated in the Cayman Islands on 22 May 2015 as an exempted company with limited liability under the Companies Law. The Company’s registered office is Willow House, PO Box 709, Cricket Square, Grand Cayman, KY1-1107, Cayman Islands. Principal activities The Company’s nature of operations is to act as a Special Purpose Acquisition Company. The Group engaged in digital marketing and other IT and e-Commerce related businesses. Results and dividends The results are set out in the primary statements on pages 12 to 13 of the financial statements. The directors do not recommend a payment of dividend for the Year (2021: Nil). Business review and management report Overview During the Year, The Group recorded a consolidated loss of £179,569 (2021: £1,033,713) as set out on page 12 of these financial statements. Operations (a) Digital marketing and payment solution The revenue from the digital marketing and payment solution segment for the Year decreased from £148,530 to £887. The decrease is mainly due to the closure of one of the major customers of a flagship subsidiary of the Group. (b) e-Commerce The Group has been developing the e-Commerce business and recorded the revenue from e-Commerce of £225,863 (2021: £29,137) for the Year. The Group has now been successful in securing exclusive distribution contracts with a number of premium brands. Going concern As at 31 December 2022, the Group has cash and cash equivalent balances and net liabilities and net current liabilities of £35,567,£892,843 and £922,437, respectively. The director’s cash-flow projections for the forthcoming 12 months conclude there will be the need for additional cash resources to fully implement the business plans. The directors are in discussions with a number of individuals that may lead to further equity and/or loans being raised. There is no certainty that any such funds will be forthcoming or the price and other terms being acceptable and as such there is a material uncertainty over going concern. 3 SEALAND CAPITAL GALAXY LIMITED DIRECTORS’ REPORT (CONTINUED) Our strategy The Group is committed to achieving long term sustainable growth of its business in order to preserve and enhance shareholders’ value. The Group is focused on selecting attractive investment opportunities to strengthen and extend its business scope, and has maintained prudent and disciplined financial management to ensure its sustainability. Outlook The Group will continue to monitor market developments and will manage its businesses and investment portfolio with a view to further improving its overall asset quality and potential growth. The Group will also continue to manage its assets and assess new investment opportunities to achieve stable growth and enhance shareholders’ value. Event after the reporting period The forthcoming financial year is expected to be challenging. The Directors will monitor developments they consider relevant and assess and react actively to their impact on the financial position and operating results of the Group. Directors The following directors served during the year ended 31 December 2022: Mr Chung Lam Nelson Law Mr Geoffrey John Griggs (Chairman and Chief Financial Officer) (Non-executive Director) Substantial shareholding At 31 December 2022, the Company has been notified of the following interests of 3 per cent or more in its issued share capital as at the date of approval of this report: Name Chung Lam Nelson Law * Computershare Company Nominees Limited Tien San Chua Ahead Eternity Limited Premium Full Limited (* indicates a director of the Company) Directors’ interests Number of Ordinary Shares Approximate % Shareholding 363,061,357 92,525,104 72,000,000 70,000,000 65,000,000 50.72% 12.93% 10.06% 9.78% 9.08% The directors’ interests in the share capital of the Company as at 31 December 2022 are shown below. All interests are beneficial. Mr Chung Lam Nelson Law Directors’ emoluments are detailed in Note 10 to the financial statements. Share capital and voting rights Number of Ordinary Shares 363,061,357 Details of the share capital and movements in share capital during the year are disclosed in Note 19 to the financial statements. During the year, the issued share capital has been increased by £12,012 by the issue of 120,120,695 ordinary shares. 4 SEALAND CAPITAL GALAXY LIMITED DIRECTORS’ REPORT (CONTINUED) Ratio of men to women At 31 December 2022, there was one women (2021: 1) employed across the Group making 14% (2021: 13%) of our Group-wide employee base. The Directors are satisfied that it has the appropriate balance of skills, experience and expertise necessary, and will give due regard to diversity in the event of further changes to both its own membership and/or the membership of the senior management team. Greenhouse gas emissions The Group is aware that it needs to measure its operational carbon footprint in order to limit and control its environmental impact. However, given the very limited nature of its operations during the year under review, it has not been practical to measure its carbon footprint. In the future, the Group will only measure the impact of its direct activities, as the full impact of the entire supply chain of its suppliers cannot be measured practically. Financial risk management The Group’s financial risk management objective is to minimise, as far as possible, the Group’s exposure to each risk as detailed in Note 5 to the financial statements. Corporate governance As a company with a Standard Listing, the Group is not required to comply with the provisions of the Corporate Governance Code. Although the Company has not adopted the Corporate Governance Code, it intends to adopt such procedures as are appropriate for the size and nature of the Company and the size and composition of the Board. These corporate governance procedures have been selected with due regard to the provision of the UK Corporate Governance Code in particular:     given the size of the Board, certain provisions of the Corporate Governance Code (in particular the provisions relating to the composition of the Board and the division of responsibilities between the Chairman and chief executive and executive compensation), are not being complied with by the Company as the Board considers these provisions to be inapplicable to the Company; given the size of the Board, the board has not established an audit committee, a remuneration committee and a nomination committee comprising at least one non-executive director in each committee. The Board is taking the responsibilities to review audit and risk matters, as well as the Board’s size, structure and composition and the scale and structure of the directors’ fees, taking into account the interests of Shareholders and the performance of the Company, and will take responsibility for the appointment of auditors and payment of their audit fee, monitor and review the integrity of the Company’s financial statements and take responsibility for any formal announcements on the Company’s financial performance. the Corporate Governance Code recommends the submission of all directors for re-election at annual intervals. None of the directors will be required to retire by rotation and be submitted for re-election; and the Board has complied with the provision of the Corporate Governance Code that at least half of the Board, excluding the Chairman, should comprise non-executive directors determined by the Board to be independent. 5 SEALAND CAPITAL GALAXY LIMITED DIRECTORS’ REPORT (CONTINUED) Auditors The auditors, PKF Littlejohn LLP, have expressed their willingness to continue in office and a resolution to reappoint them will be proposed at the Annual General Meeting. Disclosure of Information to Auditors So far as the directors are aware, there is no relevant audit information of which the Company’s auditors are unaware, and each Director has taken all the steps that he ought to have taken as a Director in order to make himself aware of any relevant audit information and to establish that the Company’s auditors are aware of that information. By order of the board Chung Lam Nelson Law Chairman 31 May 2023 6 SEALAND CAPITAL GALAXY LIMITED STATEMENT OF DIRECTORS’ RESPONSIBILITIES The directors are responsible for preparing the annual report and the financial statements in accordance with applicable laws and regulations. The directors are required to prepare financial statements for the Group in accordance with International Financial Reporting Standards (“IFRSs”). The directors must not approve the financial statements unless they are satisfied that they give a true and fair view of affairs of the Group and of the profit or loss of the Group for that period. In preparing the financial statements, the directors are required to: - Select suitable accounting policies and then apply them consistently; - Make judgments and accounting estimates that are reasonable and prudent; - - State whether applicable IFRSs have been followed, subject to any material departures disclosed and explained in the financial statements; and Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group’s transactions and disclose with reasonable accuracy at any time the financial position of the Group and enable them to ensure that the financial statements comply with applicable law. They are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website. Legislation in the Cayman Islands governing the preparation and dissemination of the accounts and the other information included in annual reports may differ from legislation in other jurisdictions. Directors’ Responsibility Statement Pursuant to Disclosure and Transparency Rules Each of the directors, whose names and functions are listed on page 1, confirms that, to the best of their knowledge and belief: - - the financial statements prepared in accordance with IFRSs, give a true and fair view of the assets, liabilities, financial position and loss of the Group and parent company; and the Annual Report and financial statements, including the Business review, includes a fair review of the development and performance of the business and the position of the Group and parent company, together with a description of the principal risks and uncertainties that they face. By order of the board Chung Lam Nelson Law Chairman 31 May 2023 7 INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF SEALAND CAPITAL GALAXY LIMITED Opinion We have audited the Group financial statements of Sealand Capital Galaxy Limited (‘the Group’) for the year ended 31 December 2022 which comprise the Consolidated Statement of Profit or loss, the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Consolidated Statement of Changes in Equity, the Consolidated Statement of Cash Flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs). In our opinion, the Group financial statements: • give a true and fair view of the state of the Group’s affairs as at 31 December 2022 and of its loss for the year then ended; and • have been properly prepared in accordance with International Financial Reporting Standards (IFRS). Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Material uncertainty related to going concern We draw attention to note 4(p) in the Group financial statements, which indicates that the Group incurred a net loss of £179,569 during the year ended 31 December 2022 and, as of that date, the Group was in a net liability position of £892,843. As stated in note 4(p), the directors’ cash flow projections for the following 12 months conclude that there will be the need for additional cash resources, but there is no certainty that any such funds will be forthcoming. These events or conditions, along with the other matters as set forth in note 4(p), indicate that a material uncertainty exists that may cast significant doubt on the Group’s ability to continue as a going concern. Our opinion is not modified in respect of this matter. In auditing the Group financial statements, we have concluded that the director’s use of the going concern basis of accounting in the preparation of the Group financial statements is appropriate. Our evaluation of the directors’ assessment of the Group’s ability to continue to adopt the going concern basis of accounting included obtaining managements’ forecasts to the period ended 31 May 2024 and challenging the significant assumptions within. In order for the Group to meet their liabilities as they fall due, the Group will need to raise funds either from existing shareholders or the open market. We have obtained confirmation from the majority shareholder of his commitment to provide financial support to the Group. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. 8 Our application of materiality The scope of our audit was influenced by our application of materiality. The quantitative and qualitative thresholds for materiality determine the scope of our audit and the nature, timing and extent of our audit procedures. The materiality applied to the Group financial statements was £31,200 (2021: £52,100) based on 5% of both the loss made during the financial year and the net liabilities at the year end. The performance materiality was £21,840 (2021: £36,470), being 70% of overall materiality to ensure sufficient coverage for group reporting purposes. For each component in the scope of our Group audit, we allocated a materiality that is less than our overall Group materiality. As a Group whose main aim is profitability through investments and acquisitions, loss before tax and net liabilities of the Group were considered the most appropriate benchmarks to shareholders. We agreed with those charged with governance that we would report all differences identified during the course of our audit in excess of £1,560 (2021: £2,605). There were no revisions made to these levels during the course of the audit. We agreed with those charged with governance that we would also report any qualitative differences arising. Our approach to the audit In designing our audit, we determined materiality and assessed the risks of material misstatement in the Group financial statements. In particular we looked at areas involving significant accounting estimates and judgements by the directors and considered future events that are inherently uncertain. As in all of our audits, we also addressed the risk of management override of internal controls, including among other matters consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud. Of the 19 components of the Group, a full scope audit was performed on the complete financial information of 8 components, and the remaining components were subject to analytical review only because they were not significant to the Group. Of the 5 reporting components of the Group, 5 are located in Hong Kong and audited by a network firm operating under our instruction, and the audit of the remaining components were performed in London, conducted by PKF Littlejohn LLP using a team with specific experience of auditing groups and publicly listed entities. The engagement partner interacted regularly with the component audit teams during all stages of the audit and was responsible for the scope and direction of the audit process. This, in conjunction with additional procedures performed, gave us appropriate evidence for our opinion on the Group financial statements. Key audit matters Except for the matter described in the Material uncertainty related to going concern section, we have determined that there are no other key audit matters to communicate in our report. Other information The other information comprises the information included in the annual report, other than the Group financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the Group financial statements does not cover the other information and, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the Group financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. 9 If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the Group financial statements themselves. 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 As explained more fully in the Statement of Directors’ Responsibilities, the directors are responsible for the preparation of the Group financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of Group financial statements that are free from material misstatement, whether due to fraud or error. In preparing the Group financial statements, the directors 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. Auditor’s responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the Group 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. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) 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 Group financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: • We obtained an understanding of the Group and the sector in which they operate to identify laws and regulations that could reasonably be expected to have a direct effect on the Group financial statements. We obtained our understanding in this regard through discussions with management, and application of our cumulative audit knowledge and experience of the sector. • We determined the principal laws and regulations relevant to the Group in this regard to be those arising from LSE rules, Cayman Islands laws and local regulations applicable to the subsidiaries. • We designed our audit procedures to ensure the audit team considered whether there were any indications of non-compliance by the Group with those laws and regulations. These procedures included, but were not limited to: enquiries of management, review of Board minutes and Regulatory News Service (RNS) announcements and review of legal and regulatory correspondence. • We also identified the risks of material misstatement of the Group financial statements due to fraud. We considered, in addition to the non-rebuttable presumption of a risk of fraud arising from management override of controls, that the potential for management bias was identified in relation to the impairment assessment of trade and other receivables. We addressed this by challenging the assumptions and judgements made by management when evaluating any indicators of impairment. • As in all of our audits, we addressed the risk of fraud arising from management override of controls by performing audit procedures which included but were not limited to: the testing of journals; reviewing accounting estimates for evidence of bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business. • We engaged with our component auditors to ensure they assessed whether there were any instances of non-compliance with laws and regulations at a local level and ensured they reported any such breached or concerns to us. None were noted at the component or Group level. 10 Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the Group financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the Group financial statements, as we will be less likely to become aware of instances of non- compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. A further description of our responsibilities for the audit of the Group financial statements is located on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report. Use of our report This report is made solely to the company’s members, as a body, in accordance our engagement letter dated 3 May 2023. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone, other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. Mark Ling (Engagement Partner) For and on behalf of PKF Littlejohn LLP Statutory Auditor 31 May 2023 15 Westferry Circus Canary Wharf London E14 4HD 11 SEALAND CAPITAL GALAXY LIMITED CONSOLIDATED STATEMENT OF PROFIT OR LOSS FOR THE YEAR ENDED 31 DECEMBER 2022 Revenue Cost of services Gross profit Other income Administrative expenses Note 2022 £ 2021 £ 8 8 226,750 177,667 (133,962) (161,236) 92,788 20,484 16,431 88,098 (449,007) (1,050,049) Finance cost arising from finance lease 18 (738) (656) Impairment loss on trade and contract assets Share of results of an associate Gain on disposal of subsidiaries Gain on deregistration of subsidiaries Gain on bargain purchase of a subsidiary Loss before tax Income tax expense Loss for the year Attributable to: Equity holders of the Company Non-controlling interests 21 9 11 - - 153,000 3,904 - (91,757) 290 - - 3,930 (179,569) (1,033,713) - - (179,569) (1,033,713) (177,096) (2,473) (962,473) (71,240) (179,569) (1,033,713) Loss per share attributable to equity holders of the Company Basic and diluted 12 Pence (0.03) Pence (0.2) The notes to the financial statements form an integral part of these financial statements. 12 SEALAND CAPITAL GALAXY LIMITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2022 Loss for the year (179,569) (1,033,713) Note 2022 £ 2021 £ Other comprehensive income Items not to be reclassified subsequently to profit or loss: - Share of other comprehensive income of an associate Items to be reclassified subsequently to profit or loss: - Exchange differences on translation of foreign operations - Release of translation reserve upon disposal and deregistration of foreign subsidiaries Other comprehensive income for the year, net of tax Total comprehensive loss for the year Attributable to: Equity holders of the Company Non-controlling interests - (27) (170,292) (12,187) 104,362 (65,930) - (12,214) (245,499) (1,045,927) (186,197) (59,302) (972,055) (73,872) (245,499) (1,045,927) The notes to the financial statements form an integral part of these financial statements. 13 SEALAND CAPITAL GALAXY LIMITED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AT 31 DECEMBER 2022 Non-current assets Property, plant and equipment Current assets Inventories Deposit, prepayments and other receivables Trade receivables Cash and cash equivalents Current liabilities Trade payables Other payables and accrued expense Amount due to a director Finance lease liabilities Net current liabilities Total assets less current liabilities Non-current liabilities Finance lease liabilities Net liabilities Capital and reserves Share capital Reserves Total equity attributable to equity shareholders of the Company Non-controlling interests Total deficit Note 2022 £ 2021 £ 13 14 15 15 16 17 18 44,791 15,650 106,088 58,305 26,430 35,567 226,390 36,110 480,213 602,646 29,858 1,148,827 81,823 66,520 15,123 8,198 171,664 117,853 429,255 649,621 14,750 1,211,479 (922,437) (1,039,815) (877,646) (1,024,165) 18 15,197 - (892,843) (1,024,165) 19 71,581 (643,122) (571,541) (321,302) 59,569 (713,857) (654,288) (369,877) (892,843) (1,024,165) The notes to the Financial Statements form an integral part of these financial statements. These Financial Statements were approved by the Board of Directors and authorised for issue on 31 May 2023. Signed on behalf of the Board of Directors …………………………………………… Chung Lam Nelson Law Chairman 31 May 2023 14 SEALAND CAPITAL GALAXY LIMITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2022 Attributable to equity holders of the Company Share capital £ 59,569 Share Premium £ 6,660,898 Share-based payment reserve £ 357,417 Exchange Reserve £ 5,381 Accumulated losses £ (7,737,553) Total £ (654,288) Non- controlling interests £ (369,877) Total deficit £ (1,024,165) At 1 January 2022 Loss for the year Exchange differences arising in translation Total comprehensive loss - - - - - - Issue of ordinary shares (Note 19) Disposal and deregistration of subsidiaries 12,012 - 256,932 - - - - - - - (113,463) (177,096) - (177,096) (113,463) (2,473) (56,829) (179,569) (170,292) (113,463) (177,096) (290,559) (59,302) (349,861) - 104,362 - - 268,944 104,362 - 107,877 268,944 212,239 At 31 December 2022 71,581 6,917,830 357,417 (3,720) (7,914,649) (571,541) (321,302) (892,843) At 1 January 2021 50,983 6,012,444 Loss of the year Exchange differences arising in translation Total comprehensive loss - - - - - - - - - - 14,963 (6,775,080) (696,690) (296,005) (992,695) - (9,582) (962,473) - (962,473) (9,582) (71,240) (2,632) (1,033,713) (12,214) (9,582) (962,473) (972,055) (73,872) (1,045,927) Issue of ordinary shares (Note 19) Issue of employee stock options (Note 22(a)) 8,586 - 648,454 - - 357,417 - - - - 657,040 357,417 - - 657,040 357,417 At 31 December 2021 59,569 6,660,898 357,417 5,381 (7,737,553) (654,288) (369,877) (1,024,165) The notes to the financial statements form an integral part of these financial statements. 15 SEALAND CAPITAL GALAXY LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2022 CASH FLOWS FROM OPERATING ACTIVITIES Loss before tax Adjustments for: Depreciation Gain on disposal of subsidiaries Gain on deregistration of subsidiaries Share of profit of an associate Provision for impairment loss on trade and contract assets Share based payment expense Gain on bargain purchase of a subsidiary Interest expenses Bank interest income Note 2022 £ 2021 £ (179,569) (1,033,713) 34,746 (153,000) (3,904) - - - - 738 (10) 31,340 - - (290) 91,757 384,917 (3,930) 656 (9) Operating cash flows before movements in working capital (300,999) (529,272) Increase in inventories Increase in deposit, prepayments and other receivables Increase in amounts due to a director (Increase)/Decrease in trade receivables and contract assets Increase/(Decrease) in trade payables and contract liabilities Increase in other payables and accrued expenses Payment of interest portion of lease liabilities Net cash generated from/(used in) operating activities CASH FLOWS FROM INVESTING ACTIVITIES Net cash inflow on acquisition of a subsidiary Disposal of subsidiaries Interest income received Net cash (used in)/generated from investing activities CASH FLOWS FROM FINANCING ACTIVITIES Issue of shares Payment of principal portion of lease liabilities Net cash (used in)/generated from financing activities (24,265) (14,525) 235,618 (11,307) 16,005 311,158 211,685 (738) 210,947 - (1,018) 10 (1,008) - (33,582) (33,582) (81,823) (21,868) 264,538 7,981 (11,464) 270,978 (100,930) (656) (101,586) 43,685 - 9 43,694 89,540 (28,566) 60,974 Net increase in cash and cash equivalents 176,357 3,082 Foreign exchange realignment Cash and cash equivalents at 1 January Cash and cash equivalents at 31 December (148,988) 8,198 35,567 (10,886) 16,002 8,198 The notes to the financial statements form an integral part of these financial statements. 16 SEALAND CAPITAL GALAXY LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022 1. GENERAL INFORMATION Sealand Capital Galaxy Limited (the “Company”) was incorporated in the Cayman Islands on 22 May 2015 as an exempted company with limited liability under the Companies Law of the Cayman Islands. The Company’s registered office is at Willow House, PO Box 709, Cricket Square, Grand Cayman, KY1-1107, Cayman Islands. These consolidated financial statements comprise the Company and its subsidiaries (together referred to as the “Group”) The Company’s nature of operations is to act as a special purpose acquisition company. The Group engaged in digital marketing and other IT and e-Commerce related businesses. 2. BASIS OF PREPARATION These financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRSs”) and IFRIC interpretations applicable to companies reporting under IFRSs. These financial statements are presented in Great British Pounds (“£”) rounded to the nearest Great British Pound, except for otherwise indicated, and have been prepared under the historical cost convention. These financial statements have been prepared on a going concern basis. 3. STANDARDS AND INTERPRETATIONS (i) New standards, amendments and interpretations adopted by the Group and Company The following IFRS or IFRIC interpretations were effective for the first time for the financial year beginning 1 January 2022. Their adoption has not had any material impact on the disclosures or on the amounts reported in these financial statements: Standard / Interpretation Application IAS 1 & IAS 8 amendments IFRS 3 amendments Amendments to IAS 16 Amendments to IAS 37 Annual Improvements to IFRS Standards 2018-2020 cycle Definition of Material Business Combinations – Reference to Conceptual Framework Property, Plant and Equipment Provisions, Contingent Liabilities and Contingent Assets (ii) New standards, amendments and interpretations not yet adopted Standard / Interpretation Application IAS 1 amendments IAS 1 amendments IAS 1 amendments IAS 8 amendments IAS 12 amendments Presentation of Liabilities as Current or Non-current Effective: Annual periods beginning on or after 1 January 2023 Classification of Liabilities as Current or Non-current Effective: Annual periods beginning on or after 1 January 2023 Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting Policies Accounting policies Changes in Accounting Estimates and Errors – Definition of Accounting Estimates Income Taxes – Deferred Tax related to Assets and Liabilities arising from a Single Transaction There are no IFRSs or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the Company or Group. 17 SEALAND CAPITAL GALAXY LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022 4. SIGNIFICANT ACCOUNTING POLICIES (a) Basis of consolidation These financial statements comprise the financial statements of the Company and entities controlled by the Company (its subsidiaries) for the year ended 31 December 2022. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if, and only if, the Group has:  Power over the investee (i.e., existing rights that give it the current ability to direct the relevant activities of the investee)  Exposure, or rights, to variable returns from its involvement with the investee  The ability to use its power over the investee to affect its returns Generally, there is a presumption that a majority of voting rights results in control. To support this presumption and when the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:  The contractual arrangement(s) with the other vote holders of the investee  Rights arising from other contractual arrangements  The Group’s voting rights and potential voting rights (i) Business combinations The Group accounts for business combinations using the acquisition method when control is transferred to the Group. The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired. Any goodwill that arises is tested annually for impairment. Any gain on a bargain purchase is recognised in profit or loss immediately. Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities. The consideration transferred does not include amounts related to the settlement of pre- existing relationships. Such amounts are generally recognised in profit or loss. Any contingent consideration is measured at fair value at the date of acquisition. If an obligation to pay contingent consideration that meets the definition of a financial instrument is classified as equity, then it is not remeasured and settlement is accounted for within equity. Otherwise, other contingent consideration is remeasured at fair value at each reporting date and subsequent changes in the fair value of the contingent consideration are recognised in profit or loss. (ii) Subsidiaries Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases. 18 SEALAND CAPITAL GALAXY LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022 4. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (a) Basis of consolidation (Continued) (iii) Loss of control When the Group loses control over a subsidiary, it derecognises the assets and liabilities of the subsidiary, and any related NCI and other components of equity. Any resulting gain or loss is recognised in profit or loss. Any interest retained in the former subsidiary is measured at fair value when control is lost. A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. (iv) Transactions eliminated on consolidation Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are eliminated. Unrealised gains arising from transactions with equity-accounted investee are eliminated against the investment to the extent of the Group’s interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment. (b) Revenue recognition Revenue is recognised to depict the transfer of services to customers in an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services. Specifically, the Group uses a 5-step approach to revenue recognition: Step 1: Identify the contract(s) with a customer; Step 2: Identify the performance obligations in the contract; Step 3: Determine the transaction price; Step 4: Allocate the transaction price to the performance obligations in the contract; and Step 5: Recognise revenue when (or as) the entity satisfies a performance obligation. 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 customers. 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. Control is transferred over time and revenue is recognised over time by reference to the progress towards complete satisfaction of relevant performance obligation if one of the following criteria is met: - - - the customer simultaneously receives and consumes the benefits provided by the entity’s performance as the Group performs; the Group’s performance creates and 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 asset represents the Group’s right to consideration in exchange for services that the Group has transferred to a customer that is not unconditional. It is assessed for impairment in accordance with IFRS 9. In contrast, a receivable represents the Group’s unconditional right to consideration, i.e. only the passage of time is required before payment of that consideration is due. 19 SEALAND CAPITAL GALAXY LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022 4. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (b) Revenue recognition (Continued) A contract liability represents the Group’s obligation to transfer services to a customer for which the Group has received consideration (or an amount of consideration is due) from the customer. A contract asset and a contract liability relating to a contract are accounted for and presented on a net basis. Revenue from marketing service and e-commerce service is recognised when the performance obligation is satisfied. Interest income from a financial asset is accrued on a time basis using the effective interest method. (c) Government grants Government grants are recognised where there is reasonable assurance that the grant will be received and all attached conditions will be complied with. When the grant relates to an expense item, it is recognised as income on a systematic basis over the periods that the related costs, for which it is intended to compensate, are expensed. When the grant relates to an asset, it is recognised as income in equal amounts over the expected useful life of the related asset. When the Group receives grants of non-monetary assets, the asset and the grant are recorded at nominal amounts and released to profit or loss over the expected useful life of the asset, based on the pattern of consumption of the benefits of the underlying asset by equal annual instalments. (d) Foreign currency transactions (i) Functional and presentational currency Items included in the Financial Statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (“functional currency”), being British Pound Sterling (“GBP” or “£”), Chinese Yuan (“CNY”) and Hong Kong Dollar (“HKD”). The Group Financial Statements are presented in GBP. (ii) Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated at the rates of exchange ruling at the Statement of Financial Position date. Foreign exchange gains and losses resulting from the settlement of such transactions, and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies, are recognised in the Statement of Comprehensive Income. 20 SEALAND CAPITAL GALAXY LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022 4. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (d) Foreign currency transactions (Continued) (iii) Group companies The results and financial position of all the Group entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows: - assets and liabilities for each statement of financial position presented are translated at - the closing exchange rate at the date of that statement of financial position; income and expenses for each statement of comprehensive income are translated at average exchange rates; and - all resulting exchange differences are recognised in other comprehensive income (loss). (e) Goodwill and intangible assets Goodwill Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business less accumulated impairment losses, if any. For the purposes of impairment testing, goodwill is allocated to each of the Group’s cash-generating units (or groups of cash-generating units) that is expected to benefit from the synergies of the combination. A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is indication that the unit may be impaired. For the goodwill arising on an acquisition in a reporting period, the cash-generating unit to which goodwill has been allocated is tested for impairment before the end of that reporting period. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit on a pro rata basis based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognised directly in profit or loss. An impairment loss recognised for goodwill is not reversed in subsequent periods. On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the determination of the amount of profit or loss on disposal. Intangible assets - Customer contract The acquired customer contracts in a business combination are recognised at fair value at the acquisition date. They have a finite useful life and are carried at cost less accumulated amortisation. Amortisation is calculated using the percentage of revenue recognised of the corresponding contract. (f) Property, plant and equipment Property, plant and equipment is measured on the cost basis and therefore stated at historic cost less accumulated depreciation. Historic cost includes expenditure that is directly attributable to the acquisition of the items. All repairs and maintenance expenditure is charged to the Consolidated Statement of Profit or Loss during the financial period in which they are incurred. Depreciation is calculated using the straight-line method to allocate their cost over their estimated useful lives, as follows: 21 SEALAND CAPITAL GALAXY LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022 4. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (f) Property, plant and equipment (Continued) Owned assets Office equipment Leasehold improvement Right-of-use assets Buildings 36 - 60 months lower of 36 months and the lease term Over the lease term The assets’ useful lives are reviewed, and, if appropriate, asset values are written down to their estimated recoverable amounts, at each reporting date. Gains and losses on disposals are determined by comparing proceeds with the carrying amounts, and are included in profit or loss. (g) Impairment of non-financial assets Goodwill and intangible assets with indefinite useful lives or those not yet available for use are not subject to amortisation and are tested for impairment at least annually, irrespective of whether there is any indication that they are impaired. All other assets are tested for impairment whenever there are indications that the asset’s carrying amount may not be recoverable. An impairment loss is recognised as an expense immediately for the amount by which the asset’s carrying amount exceeds its recoverable amount. Recoverable amount is the higher of fair value, reflecting market conditions 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 assessment of time value of money and the risk specific to the asset. For the purposes of assessing impairment, where an asset does not generate cash inflows largely independent from other assets, the recoverable amount is determined for the smallest group of assets that generate cash inflows independently (i.e. a cash-generating unit). As a result, some assets are tested individually for impairment and some are tested at cash-generating unit level. Goodwill in particular is allocated to those cash-generating units that are expected to benefit from synergies of the related business combination and represent the lowest level within the Group at which the goodwill is monitored for internal management purpose and not be larger than an operating segment. Impairment losses recognised for cash-generating units, to which goodwill has been allocated, are credited initially to the carrying amount of goodwill. Any remaining impairment loss is charged pro- rata to the other assets in the cash generating unit, except that the carrying value of an asset will not be reduced below its individual fair value less cost of disposal, or value in use, if determinable. An impairment loss on goodwill is not reversed in subsequent periods. In respect of other assets, an impairment loss is reversed if there has been a favourable change in the estimates used to determine the asset’s recoverable amount and only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. Impairment losses recognised in an interim period in respect of goodwill are not reversed in a subsequent period. This is the case even if no loss, or a smaller loss, would have been recognised had the impairment been assessed only at the end of the financial year to which the interim period relates. 22 SEALAND CAPITAL GALAXY LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022 4. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (h) Financial instruments Financial assets and financial liabilities are recognised in the statements of financial position when a group entity becomes a party to the contractual provisions of the instrument. Financial assets and financial liabilities within the scope of IFRS 9 are initially measured at fair value and transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. The Group’s financial assets, including deposits, receivables, contract assets and cash and cash equivalents, are subsequently measured at amortised cost using the effective interest method, less identified impairment charges (see Note 4(i)) as the assets are held within a business model whose objective is to hold assets in order to collect contractual cash flows and the contractual terms of the financial assets give rise on specific dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Financial liabilities include lease liabilities, trade payables, amount due to a director, other payables and accruals. All financial liabilities are subsequently measured at amortised cost using the effective interest method. (i) Impairment of financial assets The Group recognises loss allowances for expected credit loss on the financial instruments that are not measured at fair value through surplus or deficit. The Group considers the probability of default upon initial recognition of financial assets and assesses whether there has been a significant increase in credit risk on an ongoing basis. The Group considers the credit risk on a financial instrument is low if the financial instrument has a low risk of default, the debtor has a strong capacity to meet its contractual cash flow obligations in the near term and adverse changes in economic and business conditions in the longer term may, but will not necessarily, reduce the ability of the debtor to fulfill its contractual cash flow obligations. The carrying amount of the receivables is reduced through the use of the receivable impairment charges account. Changes in the carrying amount of the receivable impairment charges account are recognised in surplus or deficit. The receivable is written off against the receivable impairment charges account when the Group has no reasonable expectations of recovering the receivable. If, in a subsequent period, the amount of expected credit losses decreases, the reversal would be adjusted to the receivable impairment charges account at the reporting date. The amount of any reversal is recognised in surplus or deficit. 23 SEALAND CAPITAL GALAXY LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022 4. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (j) Derecognition of financial assets and financial liabilities Financial assets are derecognised when the contractual rights to receive the cash flows of the financial assets expire; or where the Group transfers the financial assets and either (i) it has transferred substantially all the risks and rewards of ownership of the financial assets; or (ii) it has neither transferred nor retained substantially all the risks and rewards of ownership of the financial assets but has not retained control of the financial assets. Financial liabilities are derecognised when they are extinguished, i.e. when the obligation is discharged, cancelled or expires. (k) Inventories Inventories are stated at the lower of cost or net realisable value, with cost determined using the first-in, first-out (“FIFO”) cost method. Net realisable value is the estimated selling price in the ordinary course of business, less estimated cost necessary to make the sale. Allowances are established to reduce the cost of excess and obsolete or damaged inventories to their estimated net realiable value. (l) Trade Receivables In determining the recoverability of trade receivables, the Group considers any change in the credit quality of the trade receivables from the initial recognition date to the end of each of the reporting period. In the opinion of the directors of the Company, apart from those balances for which allowances have been provided, other trade receivables at the end of each reporting period are of good credit quality which considering the high credibility of these customers, good track record with the Group and subsequent settlement, the management believes that no impairment allowance is necessary in respect of unsettled balances. The Group applied the simplified approach to provide the expected credit losses (“ECL”) prescribed by IFRS 9. The impairment methodology is set out in Note 4 and Note 5(iii) respectively. As part of the Group’s credit risk management, the Group assesses the impairment for its customers based on different group of customers which share common risk characteristics that are representative of the customers’ abilities to pay all amounts due in accordance with the contractual terms. (m) Cash and cash equivalents Cash and cash equivalents include cash in hand and deposits held at call with banks. (n) Current and deferred income tax Income tax comprises current and deferred tax. Current income tax is recognised in the profit or loss, except to the extent that it relates to items recognised directly in equity. In this case the tax is also recognised directly in other comprehensive income or directly in equity, respectively. Current income tax is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the Company’s subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. 24 SEALAND CAPITAL GALAXY LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022 4. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (n) Current and deferred income tax (Continued) Deferred income tax is recognised, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the Consolidated Financial Statements. However, the deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that, at the time of the transaction, affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted, or substantially enacted, by the end of the reporting period and are expected to apply when the related deferred income tax asset is utilised, or the deferred income tax liability is settled. Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities, and when the deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on either the taxable entity or different taxable entities where there is an intention to settle the balances on a net basis. (o) Leases Lessee All leases with a term of more than 12 months are recognised as an asset representing the right to use of the underlying asset and a liability representing the obligation to make lease payments, unless the underlying asset is of low value. Both the asset and the liability are initially measured on a present value basis. Right-of-use assets are recognised under fixed assets and are measured at cost less any accumulated depreciation and impairment losses and adjusted for any remeasurement of the lease liabilities. Right-of-use assets are depreciated on a straight-line basis over the shorter of the useful life of the assets and the lease term. Lease liabilities are initially measured at the present value of unpaid lease payments and subsequently adjusted by the effect of the interest on and the settlement of the lease liabilities, and the re-measurement arising from any reassessment of the lease liabilities or lease modifications. Lessor Leases where substantially all the risks and rewards of ownership of assets remain with the Group are classified as operating leases. Assets leased under operating leases are included in fixed assets and rentals receivable are credited to surplus or deficit on the straight-line basis over the lease term. (p) Going Concern The director’s cash-flow projections for the forthcoming 12 months conclude there will be the need for additional cash resources to fully implement the business plans. The directors are in discussions with a number of individuals that may lead to further equity and/or loans being raised. There is no certainty that any such funds will be forthcoming or the price and other terms being acceptable. (q) Employee benefits Salaries, wages, paid annual leave, bonuses and non-monetary benefits are accrued in the Year in which the associated services are rendered by the employees of the Group. 25 SEALAND CAPITAL GALAXY LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022 4. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (r) Share capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. (s) Share-based payments Equity-settled share-based payment transactions in exchange for services of goods are measured at the fair value of the goods or services received, except where that fair value cannot be estimated reliably, in which case they are measured at the fair value of the equity instruments granted, measured at the date the entity obtains the goods or the counterparty renders the service. The fair value excludes the effect of non-market-based vesting conditions. Details regarding the determination of the fair value of equity-settled share-based transactions are set out in Note 22. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group’s estimate of the number of equity instruments that will eventually vest. At each reporting date, the Group revises its estimate of the number of equity instruments expected to vest as a result of the effect of non-market-based 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 reserves. 5. FINANCIAL RISK MANAGEMENT The Board’s overall risk management strategy seeks to assist the Group in meeting its financial targets, while minimising potential adverse effects on financial performance. Its functions include the review of future cash flow requirements. The Group’s activities expose it to a variety of financial risks as below. (i) Interest rate risk The Group has floating rate financial assets in the form of deposit accounts with major banking institutions of £35,567. Apart from the abovementioned amount, no other financial instrument is subjected to interest rate risk. If the interest rate increases or decreases for 100 basis points, the effect in profit and loss will increase or decrease for £356. (ii) Foreign exchange risk Foreign currency risk is the risk to earnings or capital arising from movements in foreign exchange rates. The Group’s foreign currency risk primarily arises from currency exposures originating from its foreign exchange dealings and other investment activities. The Group monitors the relative foreign exchange positions of its assets and liabilities to minimise foreign currency risk. The foreign currency risk is managed and monitored on an ongoing basis by senior management of the Group. The following table demonstrates the sensitivity at the end of the reporting period to a reasonably possible change in CNY with all other variables held constant, of the Group’s loss before tax (due to changes in the fair value of monetary assets and liabilities). CNY strength/weakened against GBP for 1 per cent 26 Increase/(decrease) in loss before tax 2022 £ 347/(347) 2021 £ 718/(718) SEALAND CAPITAL GALAXY LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022 5. FINANCIAL RISK MANAGEMENT (CONTINUED) (iii) Credit risk Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The carrying amount of financial assets and contract assets recognised on the consolidated statement of financial position, which is net of impairment losses, represents the Group’s exposure to credit risk without taking into account the value of any collateral held or other credit enhancements. The Group’s maximum exposure to credit risk is summarised in Note 24. Most of the Group’s cash in banks have been deposited with reputable and creditworthy banks in Hong Kong. Management considers there is minimal credit risk associated with those balances. (iv) Liquidity risk Liquidity risk is the risk that the Group will encounter difficulty in meeting obligations associated with financial liabilities. The responsibility for liquidity risk management rests with the Board of Directors. As at the reporting date, the Group was in a net current liabilities positions. The Group is currently obtaining cash advances from one of a director to meet its temporary operating needs. Further, the Board of Directors is sourcing alternatives for the Group’s future capital needs include the issue of equity instruments and external borrowing. These alternatives are evaluated to determine the optimal mix of capital resources for our capital needs. (v) Market risk Market risk is the risk that changes in market prices, such as interest rates and foreign exchange rates, will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return. The Group does not hedge these risk exposures due to the lack of any market to purchase financial instruments. (vi) Capital risk management The Company manages its capital to ensure that the Company will be able to continue as a going concern while maximising the return to shareholder through the optimisation of the debt and equity balances. The capital structure of the Company consists of debt, which includes equity attributable to the owners of the Company, comprising share capital, share premium and accumulated losses. The directors of the Company review the capital structure regularly. As part of this review, the directors of the Company consider the cost of capital and the associated risks, and take appropriate actions to adjust the Company’s capital structure. The overall strategy of the Company remained unchanged. 27 SEALAND CAPITAL GALAXY LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2021 6. CRITICAL ACCOUNTING JUDGEMENTS AND KEY UNCERTAINTIES OF ESTIMATION UNCERTAINTY The preparation of the Group’s financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and their accompanying disclosures and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amounts of the assets or liabilities affected in the future. The estimates and underlying assumption 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. Key source of estimation uncertainty Trade receivables and contract assets The Group’s customer base consists of a wide range of clients and the trade receivables and contract assets are categorised by common risk characteristics that are representative of the customers’ abilities to pay all amounts due in accordance with the contractual terms. The Group applies a simplified approach in calculating ECL for trade receivables and contract assets and recognises a loss allowance based on lifetime ECL at each reporting date and has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment. The expected loss rate used in the provision matrix is calculated for each category based on actual credit loss experience over the prior years and adjusted for current and forward-looking factors to reflect differences between economic conditions during the period over which the historical data has been collected, current conditions and the Group’s estimate on future economic conditions over the expected lives of the receivables. There was no change in the estimation techniques or significant assumptions made during the Year. At 31 December 2022, a provision for impairment loss on trade receivables and contract assets of £Nil (2021: £91,757) was recognised according to the management expected loss rate on the ageing group. The Group’s trade receivables which are past due but which the Group has not impaired as there have not been any significant changes in credit quality of customers and the management believes that the amounts are fully recoverable. Receivables that were neither past due nor impaired at 31 December 2022 relate to a wide range of customers for whom there was no history of default. The Group does not hold any collateral over trade receivables and contract assets at 31 December 2022 (2021: Nil). Allowance for obsolete inventories Allowance for obsolete inventories is made for those identified obsolete and slow-moving inventories and inventories with a carrying amount higher than net realisable value. The assessment of the allowance involves management’s judgement and estimates on which are influenced by assumptions concerning future sales and judgements in determining the appropriate level of inventory allowance against identified surplus or obsolete items. Where the actual outcome in future is different from the original estimate, such difference will impact the carrying value of inventories and allowance charge/write-back in the period in which such estimate has been changed. At 31 December 2022 and 2021, no allowance for obsolete inventories was recognised. 28 SEALAND CAPITAL GALAXY LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022 7. SEGMENT INFORMATION The Chief Operating Decision Maker (“CODM”) has been identified as the executive directors of the Company who reviews the Group’s internal reporting in order to assess performance and allocate resources. The CODM has determined the operating segments based on these reports. For management purposes, the Group is organised into business units based on their products and services, and has reportable operating segments as follows: (a) (b) (c) The digital marketing and payment segment includes services on enlisting merchants to mobile payment gateways and providing digital advertising services; The software development and support segment includes sales and distribution of mobile game and all other I.T. related development and support services; and The e-commerce segment includes sales of goods through internet and provision for consultancy services related to e-commerce. Digital marketing and payment £ Software development and support £ e-Commerce £ Unallocated £ Total £ Year ended 31 December 2022 Revenue 887 - 225,863 - 226,750 Segment (loss)/profit (53,128) (7,920) 4,534 (123,055) (179,569) Depreciation Assets Liabilities - 443 21,767 Year ended 31 December 2021 Revenue 148,530 - - - - - 34,746 34,746 196,419 74,319 271,181 125,892 1,016,365 1,164,024 29,137 - 177,667 Segment (loss)/Profit (162,520) 24,641 (174,093) (721,741) (1,033,713) Depreciation Provision for impairment loss on trade and other receivables - 78,881 - - 137 31,204 31,341 12,876 - 91,757 Assets Liabilities 30,402 200 99,161 57,551 187,314 258,425 43,484 96,713 812,857 1,211,479 29 SEALAND CAPITAL GALAXY LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022 7. SEGMENT INFORMATION (CONTINUED) Geographical information: Revenue by Geography Macau Hong Kong Mainland China Information about major customers 2022 £ - 226,750 - 226,750 2021 £ 148,192 21,103 8,372 177,667 For the years ended 31 December 2022, no external customer contributed more than 10% to the Group revenue (2021: one external customer, amounting to £144,839 (approximately 82% to the Group revenue)). 8. REVENUE AND OTHER INCOME REVENUE Advertising services Commission income eCommerce sales OTHER INCOME Bank interest income Gain on reversal of overprovision of expenses Government subsidy Others 9. LOSS BEFORE TAX Loss before tax has been arrived at after charging: Depreciation – Owned assets Depreciation – Right of use assets Cost of inventories sold Exchange gain, net Provision for impairment losses on trade and contract assets Staff cost (including Director Remuneration) Share-based payment expense Audit fees - - underprovision for prior years for the year 2022 £ 2021 £ 887 1,301 224,562 226,750 10 - 2,730 17,744 20,484 148,530 1,670 27,467 177,667 9 6,660 65,995 15,434 88,098 2022 £ 2021 £ 1,387 33,359 133,462 (125,886) - 307,105 - 52,241 - 2,772 28,568 16,903 (22,907) 91,757 352,036 357,417 19,411 1,276 30 SEALAND CAPITAL GALAXY LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022 10. EMPLOYEES The average number of employees during the Year was made up as follows: Directors Staff Staff costs, including directors’ costs comprise: Wages, salaries and other staff costs Share-based remuneration Key Management Remuneration 2022 2021 2 7 3 11 2022 £ 2021 £ 307,105 - 307,105 352,036 357,417 709,453 The directors’ emoluments in respect of qualifying services, which all related to short-term employee benefits, were as follows: Chung Lam Nelson Law Salaries and fees – paid in cash Share-based payment Geoffrey John Griggs Salaries and fees – paid in cash Share-based payment 2022 £ 2021 £ 180,000 - 18,000 - 198,000 180,000 119,139 18,000 119,139 436,278 No pension contributions were made on behalf of the directors of the Company. No share options were granted to directors during the year. Share options to the value of £238,278 were granted to directors during year ended 31 December 2021. Mr. Mark Barney Battles resigned as director of the Company on 31 March 2021. 31 SEALAND CAPITAL GALAXY LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022 11. INCOME TAX No provision for profits tax has been made in these consolidated financial statements as the Group did not have any assessable profits. The profits tax rate for Hong Kong is currently at 16.5% (2021: 16.5%) of the estimated assessable profits for the Year. A reconciliation of income tax expense applicable to the loss before tax at the statutory tax rate of Hong Kong to the income tax expense at the effective tax rate of the Group is as follows: Loss before tax Tax at the statutory tax rate of 16.5% Effect of different tax rates in other jurisdictions Income not subject to tax Expenses not deductible for tax Tax losses not recognized for the year Utilisation of tax losses not recognised for the year 2022 £ 2021 £ (179,569) (1,033,713) (29,629) 51,135 (178,623) 157,216 4,856 (4,955) (182,715) 836 (4,129) 130,090 55,918 - - - Potential deferred tax assets arising from operating loss carryforward totalling approximately £570,000 (2021: £924,000) have not been recognised due to uncertainty as to when taxable profits will be generated. 12. BASIC AND DILUTED LOSS PER SHARE Basic loss per share is calculated by dividing the loss attributable to the Company’s owners of £177,096 (2021: £962,473) by the weighted average number of 602,495,699 ordinary shares (2021: 595,695,385) in issue during 2022. The following potential ordinary shares are anti-diluted and therefore excluded from the weighted average number of ordinary shares for the purpose of diluted loss per share. Effect of potential ordinary shares Employee share options (Note 22(a)) 2022 £ 2021 £ 105,122,539 105,122,539 Diluted loss per share was the same as basic loss per share as no potential dilutive ordinary shares were outstanding for both the years ended 31 December 2022 and 2021. 32 SEALAND CAPITAL GALAXY LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022 13. PROPERTY, PLANT AND EQUIPMENT At 1 January 2022 Additions for the year Depreciation for the year Exchange differences At 31 December 2022 At 1 January 2021 Depreciation for the year Exchange differences At 31 December 2021 14. INVENTORIES Finished goods Office equipment £ Leasehold improvement £ Right-of-use Assets £ Total £ - - - - - 489 (489) - - 1,159 - (1,387) 228 - 3,461 (2,283) (19) 1,159 14,491 59,721 (33,359) 3,938 44,791 43,300 (28,568) (241) 14,491 15,650 59,721 (34,746) 4,166 44,791 47,250 (31,340) (260) 15,650 2022 £ 2021 £ 106,088 81,823 33 SEALAND CAPITAL GALAXY LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022 15. TRADE RECEIVABLES, DEPOSIT, PREPAYMENT AND OTHER RECEIVABLES (a) Trade receivables Trade receivables – billed Trade receivables – unbilled Less: Provision for impairment loss 2022 £ 26,430 - - 26,430 2021 £ 28,186 54,827 (67,890) 15,123 During the year, the Group has recognised a provision for impairment loss on trade receivables of Nil (2021: £66,918). The Group normally grants credit periods of up to 90 days to its customers as approved by the management on a case by case basis. The ageing analysis of trade receivables - billed (net of loss allowance) based on invoice date at the end of the reporting period is as follows: Within 30 days 31 to 60 days 61 to 90 days 91 to 180 days 2022 £ 2021 £ 9,305 6,134 2,006 8,985 26,430 4,010 3,651 1,822 5,640 15,123 At the reporting period end, all the trade receivables - billed are past due but not impaired at the reporting date. The directors of the Company considered that the ECL for trade receivables is insignificant as at 31 December 2022 (2021: same) since the ageing of all the trade receivables is within 180 days. The carrying amount of the Group’s trade receivables as at 31 December 2022 and 2021 was denominated in Hong Kond Dollars. (b) Deposit,prepayments and other receivables Prepayments Deposit and other receivables 2022 £ 35,814 22,491 58,305 2021 £ 51,577 14,943 66,520 34 SEALAND CAPITAL GALAXY LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022 16. TRADE PAYABLES The following is an ageing analysis of trade payables presented based on the invoice date at the end of each reporting period: Within 30 days 31 to 60 days 61 to 90 days 91 to 180 days 181 to 365 days More than 365 days 2022 £ 2021 £ - - - - - 36,110 36,110 36,110 - - - 2,213 79,530 117,853 17. AMOUNT DUE TO A DIRECTOR The amount was unsecured, interest-free and had no fixed terms of repayment. 18. LEASE LIABILITIES The total minimum lease liabilities under finance leases and their present values at the reporting date are as follows: Current portion: Gross finance lease liabilities Finance expense not recognised Non-current portion: Gross finance lease liabilities Finance expense not recognised The net finance lease liabilities are analysed as follows: - Not later than 1 year - Later than 1 year but not more than 5 years Net finance lease liabilities 2022 £ 2021 £ 30,544 (686) 29,858 15,272 (75) 15,197 14,823 (73) 14,750 - - - 45,055 14,750 2022 £ 2021 £ 29,858 15,197 45,055 14,750 - 14,750 The interest on lease liabilities for the year ended 31 December 2022 was £738 (2021: £656). The Group does not recognise right-of-use assets and lease liabilities for short-term leases and leases where the underlying asset is of low value. The expenses for these leases for the year ended 31 December 2022 were £Nil (2021: £6,940). 35 SEALAND CAPITAL GALAXY LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022 19. SHARE CAPITAL 2022 Number of shares £ 2021 Number of shares Ordinary shares issued and fully paid At 1 January Issue of shares 595,694,385 120,120,695 59,569 12,012 509,830,346 85,864,039 At 31 December 715,815,080 71,581 595,694,385 £ 50,983 8,586 59,569 On 20 December 2022, the Company has issued 115,211,604 new ordinary shares of 0.21 pence each to Mr. Nelson Law, the Company’s Chairman and Chief Financial Officer, for the conversion of the loan owned to him of £241,944. On 4 April 2022, the Company has issued 4,909,091 new ordinary shares of the Company in lieu of professional service provided. On 30 March 2021, Mr Nelson Law, the Company’s Chairman and Chief Financial Officer, subscribed for 6,206,896 new ordinary shares of the Company of 1.45 pence each for a cash consideration of £90,000 in aggregate. On 26 July 2021, the Company entered into an advisory and consultancy agreement with an independent third party and settled the service fee of £22,500 by issuing 1,800,000 ordinary of 1.25 pence each. On 19 October 2021, the Company issued 77,142,857 new ordinary shares of 0.7 pence each to Mr. Nelson Law, the Company’s Chairman and Chief Financial Officer, for the conversion of the loan owned to him of £540,000. On 19 October 2021, the Company entered into a service agreement with an entity related to Mr. Geoffrey John Griggs, a director of the Company, and settled the service fee by issuing 714,286 ordinary shares of 0.7 pence each. 20. CAPITAL AND RESERVES The nature and purpose of equity and reserves are as follows: Share capital comprises the nominal value of the ordinary issued share capital of the Company. Share Premium represents consideration less nominal value of issued shares and costs directly attributable to the issue of new shares. 36 SEALAND CAPITAL GALAXY LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022 21. BUSINESS COMBINATION During the year ended 31 December 2021, the Company have acquired additional interest in Hyrax from 40% to 100%. Hyrax had no material impact on the Group’s consolidated financial statements of comprehensive income, both from the date of the acquisition as well as assuming its acquisition had been effected as at 1 January 2021. The fair value of the identifiable assets acquired and liabilities recognised at the date of acquisition as follows: Trade and other receivables Due from immediate holding company Cash and bank balance Trade and other payables Total identifiable net assets at fair value Amount previously accounted for as an associate Gain on bargain purchase Net assets acquired Payment of nominal cash consideration Total purchase consideration Assumption of receivable from immediate holding company Cash and bank balance acquired Net cash flow on acquisition of a subsidiary £ 13,298 257 43,428 (50,433) 6,550 (2,620) (3,930) - - - 257 43,428 43,685 The fair value of the identifiable assets acquired and liabilities recognised at the date of acquisition in this annual report was assessed by the management with their reasonable estimation. The Group did not engage any professional party to perform a detailed purchase price allocation exercise due to the size of the acquisition and the consideration of cost-saving. 22. SHARE-BASED PAYMENTS (a) Share Options During the year ended 31 December 2021, the Group has implemented a stock option plan (the “Plan”) for the employees and directors, which awards options over the ordinary share of the Company. The Board of Directors (the “Board”) approves all grants and the terms of all grants. Options awarded under the Plan generally vest on issue and exercisable over a period from one year after the grant date to four years after the grant date. The fair value of each option granted is estimated on grant date using the Black-Scholes option- pricing model by applying the following assumptions: Share price Risk-free interest rate Expected life of warrant (years) Expected annualised volatility Expected dividend yield £0.0007 0.0022% 4 0.66 Nil For the year ended 31 December 2021, the Company recorded share-based compensation expenses in the amount of £357,417. 37 SEALAND CAPITAL GALAXY LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022 22. SHARE-BASED PAYMENTS (CONTINUED) (a) Share Options (Continued) At 31 December 2022 and 2021, the Group had 105,122,539 share options outstanding as follows. Date of Grant Exercise Expiry start date date Exercise Number granted price Exercisable at 31 December 2021 19/10/2021 19/10/2021 18/10/2025 0.7p Nil 105,122,539 (b) Shares issued for services On 4 April 2022, the Company has issued 4,909,091 new ordinary shares of the Company in lieu of professional service provided. On 26 July 2021, the Company entered into an advisory and consultancy agreement with an independent third party and settled the service fee of £22,500 by issuing 1,800,000 ordinary of 1.25 pence each. On 19 October 2021, the Company entered into a service agreement with an entity related to Mr. Geoffrey John Griggs, a director of the Company, and settled the service fee by issuing 714,286 ordinary of 0.7 pence each. 23. RELATED PARTY TRANSACTIONS (a) Details of the compensation of key management personnel was disclosed in Note 10 to the financial statements. (b) Apart from the balances with related parties at the end of the reporting period disclosed elsewhere in the financial statements, the Company had not entered into any significant related party transactions for the Year. 24. FINANCIAL INSTRUMENTS BY CATEGORY The totals for each category of financial instruments is as follows: 2022 £ 2021 £ 26,430 22,491 35,567 84,488 36,110 480,213 602,646 45,055 15,123 14,943 8,198 38,264 117,853 429,255 649,621 14,750 1,164,024 1,211,479 Financial assets Financial assets at amortised cost Trade receivables Deposit and other receivables Cash and cash equivalents Financial liabilities Liabilities at amortised cost Trade payables Other payables and accrued expense Amounts due to directors Lease liabilities Prepayments are excluded from the summary above. 38 SEALAND CAPITAL GALAXY LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022 25. CHANGES IN LIABILITIES ARISING FROM FINANCING ACTIVITIES At 1 January New lease Financing cash flows Exchange adjustment At 31 December 26. CAPITAL COMMITMENTS Lease liabilities 2022 £ 2021 £ 14,750 59,721 (33,582) 4,166 45,055 43,556 - (28,566) (240) 14,750 There were no capital commitments as at the year ended 31 December 2022 (2021: Nil). 27. MAJOR NON-CASH TRANSACTIONS During the year ended 31 December 2022, the Group had entered the following major non-cash transactions: (a) The issuance of 4,909,091 shares of the Company of approximately £27,000 was settled against the amount due to a director in relation to the professional service paid on behalf (Note 17). (b) The issuance of 115,211,604 shares of the Company of approximately £242,000 was settled against the amount due to a director (Note 17). 28. DISPOSAL OF SUBSIDIARIES On 16 March 2022 and 16 December 2022, the Group entered into sales and purchase agreements pursuant to which the Group agreed to transfer its equity interests in the following subsidiaries at aggregate consideration of HK$2 to independent third parties. Name of subsidiaries GZ Ruiyou Information Technologies Co., Limited Hyrax Holdings Limited ecWay Group Limited ecWay (UK) Limited ecWay (France) Limited New Sky Global Media Limited 39 SEALAND CAPITAL GALAXY LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022 28. DISPOSAL OF SUBSIDIARIES (CONTINUED) The following summarises the aggregate consideration and the carrying amount of the assets and liabilities at the date of disposal: Net liabilities disposed of Deposit, prepayment and other receivables Cash and cash equivalent Amount due to a director Trade and other payables Derecognition of reserves upon disposal of subsidiaries Derecognition of non-controlling interest upon disposal of subsidiaries Exchange difference Gain on disposal of subsidiaries Net cash flow on disposal of subsidiaries Cash consideration Cash and cash equivalents disposed of Net outflow of cash and cash equivalents 29. DEREGISTRATION OF SUBSIDIARIES £ 24,446 1,018 (13,649) (356,891) (345,076) 105,574 107,806 (21,304) 153,000 - - (1,018) (1,018) In November 2022, the Group deregistered the subsidiaries of Tengbafong Holdings Limited, Tengbayang Holdings Limited and ePurse (China) Limited. The principal activities of the subsidiaries are inactive. The following summarises the carrying amount of the assets and liabilities at the date of deregistration: Net liabilities of the deregistered subsidiaries Trade and other payables Derecognition of reserves upon deregistration of subsidiaries Derecognition of non-controlling interest upon deregistration of subsidiaries Gain on deregistration of subsidiaries Net cash flow on deregistration of a subsidiary Net outflow of cash and cash equivalents £ (2,764) (2,764) (1,212) 72 3,904 - - - 40 

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