P B : ANNUAL REPORT 2022/23

(incorporated in Cayman Islands with limited liability)

(Stock code: 8331)

2022/23

ANNUAL REPORT

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

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

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

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

This report, for which the directors (the "Directors") of P.B. Group Limited (the "Company", together with its subsidiaries, the "Group") collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the 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 report is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this report misleading.

ANNUAL REPORT 2022/23 P. B. GROUP LIMITED 01

Contents

Corporate Information	3
Chairmen's Statement	4
Management Discussion and Analysis	5
Profiles of Directors and Senior Management	28
Report of the Directors	30
Corporate Governance Report	40
Environmental, Social and Governance Report	55
Independent Auditor's Report	99
Consolidated Statement of Profit or Loss and Other Comprehensive Income	103
Consolidated Statement of Financial Position	104
Consolidated Statement of Changes in Equity	106
Consolidated Statement of Cash Flows	107
Notes to the Consolidated Financial Statements	109
Financial Summary	178

02 ANNUAL REPORT 2022/23 P. B. GROUP LIMITED

Corporate Information

BOARD OF DIRECTORS

Executive Directors

Dr. CHAN Man Fung (Co-chairman)

Mr. PUI Wai Lun (Co-chairman)

Mr. SU Chun Xiang

Mr. PANG Ho Yin (Chief Executive Officer)

Independent Non-executive Directors

Mr. HUNG Chiu Fat (appointed on 28 March 2023) Mr. YIP Chong Ho Eric (resigned on 28 March 2023) Mr. CHOW Chi Hang Tony

Mr. ZHANG Kun (retired on 24 June 2022)

Dr. KWOK Hiu Fung (appointed on 23 September 2022)

AUTHORISED REPRESENTATIVES

Dr. CHAN Man Fung

Ms. CHIK Wai Chun

COMPANY SECRETARY

Ms. CHIK Wai Chun

COMPLIANCE OFFICER

Mr. SU Chun Xiang

AUDIT COMMITTEE

Mr. HUNG Chiu Fat (Chairman) (appointed on 28 March 2023)

Mr. YIP Chong Ho Eric (Chairman) (resigned on 28 March 2023)

Mr. CHOW Chi Hang Tony

Mr. ZHANG Kun (retired on 24 June 2022)

Dr. KWOK Hiu Fung (appointed on 23 September 2022)

NOMINATION COMMITTEE

Mr. CHOW Chi Hang Tony (Chairman)

Mr. HUNG Chiu Fat (appointed on 28 March 2023) Mr. YIP Chong Ho Eric (resigned on 28 March 2023) Mr. ZHANG Kun (retired on 24 June 2022)

Dr. KWOK Hiu Fung (appointed on 23 September 2022）

REMUNERATION COMMITTEE

Mr. HUNG Chiu Fat (Chairman) (appointed on 28 March 2023)

Mr. YIP Chong Ho Eric (Chairman) (resigned on 28 March 2023)

Mr. CHOW Chi Hang Tony

Mr. ZHANG Kun (retired on 24 June 2022)

Dr. KWOK Hiu Fung (appointed on 23 September 2022）

AUDITORS

BDO Limited

25th Floor, Wing On Centre

111 Connaught Road Central

Hong Kong

REGISTERED OFFICE

71 Fort Street

P.O. Box 500, George Town

Grand Cayman KY1-1106

Cayman Islands

HONG KONG OFFICE AND PRINCIPAL PLACE OF BUSINESS

Room 1601, 16/F

Park Commercial Centre

180 Tung Lo Wan Road

Causeway Bay, Hong Kong

COMPANY'S WEBSITE

www.thepbg.com

COMPANY'S STOCK CODE

8331.HK

PRINCIPAL SHARE REGISTRAR AND TRANSFER OFFICE

Appleby Global Services (Cayman) Limited

71 Fort Street

P.O. Box 500, George Town

Grand Cayman KY1-1106

Cayman Islands

HONG KONG BRANCH SHARE REGISTRAR AND TRANSFER OFFICE

Tricor Investor Services Limited

17/F, Far East Finance Centre

16 Harcourt Road

Hong Kong

LEGAL ADVISERS

(As to Cayman Islands Law)

Appleby Global Services (Cayman) Limited

PRINCIPAL BANKERS

Bank of China Limited (Wuhu branch) Industrial and Commercial Bank of China

(Fanchang branch)

ANNUAL REPORT 2022/23 P. B. GROUP LIMITED 03

Chairmen's Statement

Dear Shareholders,

On behalf of the board of directors (the "Board") of P.B. Group Limited and its subsidiaries (collectively, the "Group"), we hereby present the audited consolidated results of the Group for the 15-month period ended 31 March 2023 (the "2022/23 15-month Period").

CHANGE OF FINANCIAL YEAR END DATE

As announced on 28 December 2022, the Company's financial year end date has been changed from 31 December to 31 March. Accordingly, the current financial reporting period covers a 15-month period from 1 January 2022 to 31 March 2023. The corresponding comparative amounts shown in this annual report covered the 12-month period from 1 January 2021 to 31 December 2021 and therefore may not be entirely comparable with the amounts shown for the 2022/23 15-month Period.

OUR BUSINESSES

The Group is principally engaged in bentonite mining, production and sales of drilling mud and pelletising clay ("Bentonite Mining Business"), as well as financial services. During the 2022/23 15-month Period, the Group's revenue was approximately CNY92.3 million (2021: CNY70.9 million), of which the Bentonite Mining Business in the People's Republic of China (the "PRC") recorded a segment revenue of approximately CNY76.5 million (2021: CNY60.7 million), accounting for approximately 82.9% of the Group's revenue. The revenue of Financial Services segment amounted to approximately CNY15.7 million for the Year, accounting for approximately 17.0% of the Group's revenue (2021: CNY10.2 million). On the other hand, The Board has been actively looking for various investment opportunities to enrich the income sources of the Group. During the reporting period, the Group has acquired a property at the consideration of HK$2,980,000. The Group holds the property for investment purpose and has lease out the property for rental income. During the reporting period, the Group also established a company to explore and develop the film, television and cultural tourism business in the PRC.

OUTLOOK

We have now entered the post-pandemic era, where opportunities and challenges coexist. From the last fifteen months, we believe the key lesson is that the economic environment could be fast changing and unpredictable, the only way to ease market pressure is to cautiously monitor market change and impose robust control measures to improve cost efficiency and risk management in order to provide a solid foundation for sustainable growth in the future.

ACKNOWLEDGEMENT

On behalf of the Board, we would like to express our sincerest gratitude to our shareholders, customers and suppliers for their continuous support. We would also like to send our warmest thanks to all our management and staff members for their hard work and dedication throughout the years.

CHAN Man Fung	PUI Wai Lun
Co-chairman	Co-chairman
Hong Kong, 30 June 2023

04 ANNUAL REPORT 2022/23 P. B. GROUP LIMITED