New Wisdom : ANNUAL RESULTS ANNOUNCEMENT FOR THE YEAR ENDED 31 MARCH 2017

新 智 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

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

This announcement, for which the directors (the "Directors") of New Wisdom Holding Company 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 (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 announcement 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 announcement misleading.

The board of directors (the "Board") of the Company hereby announces the audited consolidated results of the Company and its subsidiaries (hereinafter collectively referred to as the "Group") for the year ended 31 March 2017, together with the comparative audited consolidated figures for the corresponding year, as follows:

For the year ended 31 March 2017

Attributable to owners of the Company

At 1.4.2015

Recognition of equity-settled share-based payment expenses

Release upon disposal of subsidiaries - Note 11

Exercise of share option

Extension of convertible bonds

Conversion of convertible bonds

Comprehensive loss

Loss for the year

Other comprehensive income:-

Exchange gain arising from translation of financial statements of foreign

operations - - - - 264 - - - 264 - 264

Total comprehensive loss for

the year - (38,705) - - 264 - - - (38,441) 71 (38,370)

At 31.3.2016 and 1.4.2016

Cancellation of share options under mandatory unconditional cash offers

Deemed disposal of partial interest in a subsidiary

Comprehensive loss

Loss for the year

Other comprehensive loss:-

Exchange loss arising from translation of financial statements of foreign

operations - - - - (532) - - - (532) (31) (563)

Total comprehensive loss for

the year - (47,333) - - (532) - - - (47,865) (438) (48,303)

At 31.3.2017 27,775 (253,346) 173,887 3,801 (742) - 1,390 (143) (47,378) (1,366) (48,744)

Notes:

1. BASIS OF PREPARATION
2. Compliance with Hong Kong Financial Reporting Standards

   These consolidated financial statements have been prepared in accordance with all applicable Hong Kong Financial Reporting Standards ("HKFRSs"), which collective term includes all applicable individual Hong Kong Financial Reporting Standards, Hong Kong Accounting Standards ("HKAS") and Interpretations ("HK(IFRIC) - Int") issued by the Hong Kong Institute of Certified Public Accountants ("HKICPA"), accounting principles generally accepted in Hong Kong and the disclosure requirements of the Hong Kong Companies Ordinance. These consolidated financial statements also comply with the applicable disclosure provisions of the Rules Governing the Listing of Securities on the GEM of The Stock Exchange of Hong Kong Limited (the "GEM Listing Rules").

3. Initial application of HKFRSs

   In the current year, the Group initially applied the following new and revised HKFRSs :- Amendments to HKAS 1 Disclosure Initiative

   Amendments to HKAS 16 and HKAS 38

   Amendments to HKAS 16 and HKAS 41

   Clarification of Acceptable Methods of Depreciation and Amortization

   Bearer Plants

   Amendments to HKAS 27 Equity Method in Separate Financial Statements

   Amendments to HKAS 28, HKFRS 10 and HKFRS 12

   Investment Entities: Applying the Consolidation Exception

   Amendments to HKFRS 11 Accounting for Acquisitions of Interests in Joint Operations HKFRS 14 Regulation Deferral Accounts

   Annual Improvements (2012-2014) Amendments to HKFRS 5, HKFRS 7 and HKAS 19

   The initial application of these new and revised HKFRSs have no significant impact in the current year financial information and did not necessitate retrospective adjustments of the comparatives presented in the consolidated financial statements.

4. HKFRSs in issue but not yet effective

   The following HKFRSs in issue at 31 March 2017 have not been applied in the preparation of the Group's consolidated financial statements for the year then ended since they were not yet effective for the annual period beginning on 1 April 2016:-

   HKFRS 9 (2014) Financial Instruments2

   HKFRS 15 Revenue from Contracts with Customers2

   HKFRS 16 Leases3

   Amendments to HKAS 7 Disclosure Initiative1

   Amendments to HKAS 12 Recognition of Deferred Tax Assets for Unrealised Losses1

   Amendments to HKAS 28 and HKFRS 10

   Sale or Contribution of Assets between an Investor and its Associate or Joint Venture5

   Amendments to HKFRS 2 Classification and Measurement of Share-based Payment Transactions2

   Amendments to HKFRS 4 Applying HKFRS 9 Financial Instruments with HKFRS 4

   Insurance Contracts2

   Annual Improvements (2014-2016) Amendments to HKFRS 1, HKFRS 12 and HKAS 284

   1 Effective for annual periods beginning on or after 1 April 2017

   2 Effective for annual periods beginning on or after 1 April 2018

   3 Effective for annual periods beginning on or after 1 April 2019

   4 Effective for annual periods beginning on or after 1 April 2017 or 1 April 2018, as appropriate

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

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

5. Adoption of the going concern basis

   When preparing the consolidated financial statements, the Group's ability to continue as a going concern has been assessed. These consolidated financial statements have been prepared by the Directors on going concern basis notwithstanding that the Group incurred a loss of HK$47,740,000 for the year ended 31 March 2017 and as of that date, the Group had net current liabilities and net liabilities of HK$112,329,000 and HK$48,744,000 respectively as the Directors considered that:-

6. Mr. Tang Sing Ming Sherman ("Mr. Tang"), who is the sole beneficial owner of the convertible bonds issued by the Company in the aggregate outstanding principal amount of HK$40,000,000 and provided loans to the Group of HK$107,101,000 as at 31 March 2017, will provide continuing financial support to the Group;

7. After the completion of the mandatory unconditional cash offers on 4 November 2016, Mr. Chan Kin Chun Victor ("Mr. Chan"), became the controlling shareholder of the Company and will provide continuing financial support to the Group; and

8. Upon completion of the rights issue took place on 14 June 2017, the Company raised approximately HK$100 million, before expenses, by way of allotting and issuing 1,388,725,000 rights shares at the subscription price of HK$0.072 per rights shares, on the basis of one (1) rights shares for every two

   (2) existing shares held on 19 May 2017.

   After taking into consideration of above factors, the Directors are satisfied that the Group will have sufficient financial resources to meet its financial obligations as they fall due in the foreseeable future and consider that it is appropriate for the consolidated financial statements to be prepared on a going concern basis since there are no material uncertainties related to events or conditions that may cast significant doubt upon the Group's ability to continue as a going concern.

9. REVENUE

Revenue represents invoiced value recognized in respect of provision of food and beverage services, net of discounts and business tax or value-added tax, during the year. An analysis of the revenue recorded for the year is set out below:-

2017 HK$'000	2016 HK$'000
Provision of food and beverage services and others	336,419	442,871
3.	OTHER INCOME
2017 HK$'000	2016 HK$'000
Interest income	7	5
Service fee income	1,230	1,909
Franchise income	346	174
Reversal on provision of reinstatement costs	85	804
Miscellaneous items	483	634
2,151	3,526

4.	LOSS BEFORE INCOME TAX	2017	2016
HK$'000	HK$'000
Loss before income tax is arrived at after charging:-
(a) Finance costs:-
Interest expenses on secured bank loans, repayable within five years	751	795
Interest expense on convertible bonds	798	1,220
Imputed interest expense on convertible bonds	762	375
Finance charge on obligations under finance lease	9	15
Other bank charges	2,750	3,810
5,070	6,215
(b) Other items:-
Amortization of other intangible assets	1,314	2,131
Depreciation	23,374	31,002
Auditor's remuneration	939	1,201
Exchange loss	319	206
Operating lease rentals for properties	75,990	91,108
Directors' remuneration	698	490
Other staff salaries and benefits	102,156	130,084
Retirement scheme contributions	4,918	6,242
Equity-settled share-based payment expenses	-	5
Other staff costs	107,074	136,331
Cost of inventories sold	113,027	144,389
Loss on disposal of plant and equipment	1,262	508

5.	INCOME TAX (CREDIT)/EXPENSE Taxation in the profit or loss represents:-	2017	2016
HK$'000	HK$'000
Current tax	101	2,863
Deferred tax	(2,712)	1,035
Income tax (credit)/expense	(2,611)	3,898

1. Pursuant to the rules and regulations of the Cayman Islands and the British Virgin Islands ("BVI"), the Group is not subject to any income tax in the Cayman Islands and BVI.

2. The Company's subsidiaries incorporated/established in Hong Kong, the People's Republic of China ("PRC") and Taiwan are subject to Hong Kong Profits Tax, PRC Enterprise Income Tax and Taiwan Profit- Seeking-Enterprise Income Tax at the rates of 16.5%, 25% and 17% respectively (2016: Hong Kong - 16.5%, PRC - 25%, Taiwan - 17% and Japan - 15% respectively).

6. LOSS PER SHARE

The calculation of basic loss per share is based on the loss attributable to owners of the Company of HK$47,333,000 (2016: HK$38,705,000) and the weighted average number of ordinary shares of 3,359,819,000 (2016: 3,021,481,000 ordinary shares) in issue during the year ended 31 March 2017.

The weighted average number of ordinary shares adopted in calculation of basic loss per share for the year ended 31 March 2017 have been adjusted after taking into account of the rights issue which was completed on 14 June 2017 and prior year comparative had been restated for such effect. The weighted average number of ordinary shares for the year ended 31 March 2016 had also been adjusted to reflect the impact of the share options exercised and conversion of convertible bond effected during that year.

2017 HK$'000	2016 HK$'000
Loss for the year attributable to the owners of the Company	47,333	38,705

Weighted average number of ordinary shares	2017	2016
'000	'000
(restated)
Issued ordinary shares at the beginning of the year	3,359,819	2,713,246
Effect of share option exercised	-	19,036
Effect of conversion of convertible bonds	-	289,199
Issued ordinary shares at the end of the year	3,359,819	3,021,481

Diluted loss per share has not been disclosed as no dilutive potential equity shares in existence as at 31 March 2017 and 2016.

7.	DEBTORS, DEPOSITS AND PREPAYMENTS Debtors, deposits and prepayments comprise:-	2017	2016
HK$'000	HK$'000
Trade debtors	4,920	5,681
Rental and utility deposits	24,597	25,548
Prepayments	2,884	3,305
Other debtors	706	998
33,107	35,532