Annual Report

SEALAND CAPITAL GALAXY LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

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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

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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

1. 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.
2. 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.

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