PB: 2021 ANNUAL REPORT

(incorporated in Cayman Islands with limited liability)

(Stock code: 8331)

ANNUAL REPORT

CHARACTERISTICS OF THE GEM OF THE HONG KONG STOCK EXCHANGE LIMITED THE “EXCHANGE”

GEM has positioned itself as a market intended to accommodate small and medium-sized enterprises to which a higher investment risk may be attached than other publicly traded companies. Prospective investors should be aware of the potential risks associated with investing in such companies and should only make a decision to invest after careful and thorough consideration.

Since companies listed on the GEM are generally small to medium-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 Exchange and no assurance is given that there will be a liquid market for securities traded on GEM.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited assumes no responsibility for the content of this report, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss resulting from or based on all or part of the contents of this report.

This report, for which the directors (the “Directors”) of PB Group Limited (the “Company”, together with its subsidiaries, the “Group”) bear collective and individual responsibility, contains information provided in accordance with the Rules governing the Listing of the Securities on the GEM of the Stock Exchange (the “GEM Listing Rules”) for the purpose of disclosing information about the Company. The Directors, having made all reasonable inquiries, confirm that to the best of their knowledge and belief the information contained in this report is true and complete in all material respects and is not misleading or misleading, and that there is nothing else the omission of which would render any statement herein or in this report misleading.

Contents

Company Information 3

Statement from the Presidents 4

Management discussion and analysis 5

Profiles of directors and senior management 25

Directors’ report 27

Report on corporate governance 36

Environmental, social and governance report 50

Independent auditor’s report 95

Consolidated statement of net income and other comprehensive income 99

Consolidated statement of financial position 100

Consolidated statement of changes in equity 102

Consolidated cash flow statement 103

Notes to the consolidated financial statements 105

Financial Summary 160

Company Information

BOARD OF DIRECTORS

REGISTRATION OFFICE

Executive Directors

Dr CHAN Man Fung (Co-chair) Mr. PUI Wai Lun (Co-chair)

Mr.SU Chun Xiang

Mr. PANG Ho Yin (Chief Executive Officer)

Independent non-executive directors

Mr. YIP Chong Ho Eric (appointed April 23, 2021) Mr. CHOW Chi Hang Tony

Mr.ZHANG Kun

AUTHORIZED REPRESENTATIVES

Dr CHAN Man Fung

Ms CHIK Wai Chun

71 rue du Fort

PO Box 500, George Town Grand Cayman KY1-1106 Cayman Islands

HONG KONG OFFICE AND MAIN PLACE OF BUSINESS

Room 402A, 4/F

Park Commercial Center 180 Tung Lo Wan Road Causeway Bay, Hong Kong

COMPANY WEBSITE

CORPORATE SECRETARY

www.thepbg.com

Ms CHIK Wai Chun

COMPLIANCE OFFICER

COMPANY STOCK CODE

8331.HK

Mr.SU Chun Xiang

AUDIT COMMITTEE

Mr. YIP Chong Ho Eric (President)

(appointed April 23, 2021) Mr. CHOW Chi Hang Tony

Mr.ZHANG Kun

NOMINATING COMMITTEE

Mr. CHOW Chi Hang Tony (President)

Mr. YIP Chong Ho Eric (appointed April 23, 2021) Mr. ZHANG Kun

COMPENSATION COMMITTEE

Mr. YIP Chong Ho Eric (President)

(appointed April 23, 2021) Mr. CHOW Chi Hang Tony

Mr.ZHANG Kun

AUDITORS

BDO Limited

25th Floor, Central Wing 111 Connaught Road Central Hong Kong

PRINCIPAL DIRECTOR OF SHARES AND TRANSFER OFFICE

Appleby Global Services (Cayman) Limited 71 Fort Street

PO Box 500, George Town Grand Cayman KY1-1106 Cayman Islands

HONG KONG BRANCH SHARE REGISTER AND TRANSFER OFFICE

Tricor Investor Services Limited Level 54, Hopewell Center

183 Queen’s Road East Hong Kong

LEGAL ADVISORS

(As regards Cayman Islands law)

Appleby Global Services (Cayman) Limited

PRINCIPAL BANKERS

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

(Fanchang branch)

Statement from the Presidents

Dear shareholders,

On behalf of the board of directors (the “Board”) of PB Group Limited and its subsidiaries (collectively, the “Group”), we hereby present the audited consolidated results of the Group for the financial year ended 31 December 2021 (the “Year”).

During the year, the Group’s revenue amounted to approximately CNY 70.9 million (2020: CNY 55.7 million), including the bentonite mining business in the People’s Republic of China (the ” RPC”) recorded segment revenue of approximately CNY 60.7 million. (2020: CNY 52.2 million), representing approximately 86% of Group revenue. The increase in revenue was mainly due to the recovery of the PRC’s macroeconomics and the reopening of Hubei Province compared to the corresponding period in 2020.

Although the PRC has generally kept COVID-19 under control and economic activities and confidence have recovered quickly, it is expected that uncertainties due to COVID-19, international trade disputes, Russian war -Ukrainian and the new set of real estate market regulations and control policies will continue to fluctuate iron and steel prices and put pressure on traditional energy industries in the long term, which will negatively impact activity of the Group by putting pressure on the demand for pellet clay and drilling mud. The Group expects bentonite mining activity to remain challenging in the coming year. The Group will continue to apply prudent financial management and cost control for this segment.

For the financial services business segment, as subsidiaries, PB Nikyo Wealth Management Limited (formerly known as Nikyo Insurance Brokers Limited) (“PB Nikyo”) and PB Credit Limited (formerly known as PB Investment Limited) (“PB Credit”), were newly acquired by the Company in November 2020. As disclosed in the Company’s interim report for the six months ended June 30, 2021 and third quarterly report for the nine September 30, 2021, it has been a difficult year for the Services segment, including the Wealth Management and Money Lending businesses, as COVID-19 unfortunately persisted, which had lingering effects on the operation of the Financial Services segment in the year 2021. The revenue of the Financial Services segment amounted to approximately CNY 10.2 million for the year, accounting for approximately 14% of the revenue of the Group (November- December 2020: CNY 3.5 million). As Hong Kong’s exit strategy must balance virus risks and the reopening of the border, the Group expects the business environment in financial services, including wealth management and lending activities. money, remains challenging in 2022. Nevertheless, with the expectation of growing awareness in wealth management in recent years, as well as the likely easing of travel restrictions between Hong Kong and mainland China, the Group remains cautiously optimistic about the medium to long-term development of the Group’s wealth management business.

Over the past twelve months, we believe the main lesson is that the economic environment could be rapidly changing and unpredictable, the only way to ease market pressure is to cautiously monitor market developments and impose robust controls to improve profitability and risk management to provide a solid foundation for sustainable growth in the future.

On behalf of the Board of Directors, we would like to express our most sincere gratitude to our shareholders, customers and suppliers for their continued support. We would also like to extend our warmest thanks to all of our management and staff for their hard work and dedication over the years.

CHAN Male Fung Co-president

PUI Wai Lun Co-president

Hong Kong, March 25, 2022

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