Trading Performance - The group's trading segment recorded revenue of approximately HKD 754.9 million for the fiscal year 2024, an increase of about 32.6% compared to HKD 569.5 million for the nine months ended December 31, 2023[10]. - The trading segment achieved a profit of approximately HKD 54.5 million in fiscal year 2024, up from HKD 41 million in the previous fiscal year[10]. - The e-commerce trading business primarily sells third-party branded products, with significant sales through platforms like Vipshop, JD.com, and Tmall in China[8]. - The group anticipates considerable growth prospects in its trading business, particularly in e-commerce trading, leveraging opportunities in the Chinese market[12]. Market and Economic Context - The Chinese online retail market showed strong growth, with a year-on-year increase of 7.4% to RMB 14.03 trillion from January to November 2024[12]. - The Ministry of Commerce has introduced nine measures to promote stable growth in foreign trade, which is expected to boost confidence in foreign trade development[12]. - The total import and export volume of cross-border e-commerce in China reached RMB 1.88 trillion in the first three quarters of 2024, a year-on-year increase of 11.5%[12]. Financial Overview - General and administrative expenses for FY2024 are approximately HKD 31,000,000, a decrease of about 1.6% from FY2023's HKD 31,500,000[14]. - Other income decreased from approximately HKD 136,000,000 in FY2023 to a loss of about HKD 112,000 in FY2024, primarily due to the absence of gains from the sale of subsidiaries[15]. - Financial expenses for FY2024 were approximately HKD 2,700,000, a reduction of about 22.9% from FY2023's HKD 3,500,000, mainly due to the cessation of interest expenses on convertible bonds[16]. - Income tax expenses increased to approximately HKD 5,800,000 in FY2024 from HKD 2,700,000 in FY2023, primarily due to trading profits from health product raw materials in China[17]. - Basic earnings per share for FY2024 were HKD 0.27, down from HKD 2.11 in FY2023, mainly due to the lack of subsidiary sale gains[18]. - Shareholders' equity increased from approximately HKD 243,200,000 on December 31, 2023, to about HKD 259,900,000 on December 31, 2024[19]. - Cash and cash equivalents as of December 31, 2024, were approximately HKD 212,500,000, up from HKD 199,300,000 on December 31, 2023[20]. - The company does not recommend a final dividend for FY2024, compared to zero in FY2023[21]. Corporate Governance - The company has complied with relevant laws and regulations that significantly impact its operations during the fiscal year ending December 31, 2024[51]. - The company has adopted the corporate governance code as per the listing rules, ensuring compliance and high standards of governance to enhance corporate value and accountability[118]. - The board consists of eight members, including three independent non-executive directors, ensuring a diverse range of professional backgrounds and expertise[123]. - The company has established a shareholder communication policy to ensure effective dialogue with shareholders, including annual reports and regular updates from senior management[162]. - The company has established procedures for directors to seek independent professional advice, with costs covered by the company[122]. Risk Management and Internal Controls - The company has implemented a risk management and internal control system to ensure effective governance and oversight[133]. - The board is responsible for overseeing the risk management and internal control systems, including ESG risks, and has established a three-tier risk management approach[152]. - The audit committee is responsible for reviewing the financial statements and management letters for the year ending December 31, 2024[150]. - An independent internal control consultant was hired to assess the overall internal control of the group, with no significant deficiencies reported[154]. Environmental, Social, and Governance (ESG) Initiatives - The ESG report for the year ending December 31, 2024, aims to enhance stakeholder understanding of the company's operational and ESG developments[171]. - The company adheres to principles of materiality, quantification, balance, and consistency in its ESG reporting[173]. - The company aims to maintain a healthy and safe work environment, implement fair promotion mechanisms, and provide career development opportunities for employees[182]. - The company is committed to sustainable development and has set environmental goals to minimize resource waste, including water and paper[189]. - The total greenhouse gas emissions for the year 2024 amounted to 55.48 tons of CO2 equivalent, with direct emissions at 14.96 tons, indirect emissions at 22.55 tons, and other indirect emissions at 17.97 tons[194]. Leadership and Management - The company has a strong leadership team with diverse backgrounds in international business development, marketing, and technology, enhancing its strategic capabilities[103]. - The company is actively reviewing its organizational structure to align with its corporate strategy, indicating a proactive approach to management[114]. - The company has appointed new independent non-executive directors effective from November 21, 2023, enhancing its governance structure[112][113]. - The company has established a high-level management team to oversee its operations, reflecting a commitment to effective leadership[114]. Employee and Compensation Matters - The total employee compensation for the fiscal year 2024 is approximately HKD 17,200,000, an increase from HKD 14,700,000 in fiscal year 2023[38]. - The compensation committee reviewed the performance of individual executive directors and senior management to recommend their remuneration for the fiscal year, considering factors such as comparable company salary levels and performance-based pay[138]. - One senior management member received a salary in the range of HKD 1,000,001 to HKD 1,500,000 for the fiscal year ending December 31, 2024[137]. Shareholder and Market Engagement - As of October 29, 2024, the company's public float is approximately 25.5%, which will decrease to about 19.84% if all convertible bond rights are exercised by Yunnan Baiyao Group, failing to meet the minimum public float requirement of 25%[72]. - The company is actively seeking investors to increase its public float but has not yet secured any definitive agreements as of the report date[72]. - The company entered into a framework agreement with Yunnan Baiyao Group on December 13, 2022, for the purchase of product registration, global supply chain integration, and professional support services, which constitutes a continuing connected transaction[74].

Revenue and Profit Performance - Revenue from the goods and commodities trading segment increased by 25.7% to approximately HKD 569,500,000 in FY2023, compared to HKD 452,900,000 in FY2022/23[12] - The goods and commodities trading segment recorded a segment profit of approximately HKD 41,000,000 in FY2023, compared to a segment loss of HKD 122,500,000 in FY2022/23[12] - The group's other segments began generating revenue of approximately HKD 9,200,000 in FY2023, resulting in a segment profit of HKD 1,300,000[13] Financial Expenses and Taxes - Financial expenses decreased by 40.7% to approximately HKD 3,500,000 in FY2023, compared to HKD 5,900,000 in FY2022/23[4] - Income tax expenses decreased to approximately HKD 2,700,000 in FY2023, compared to HKD 3,000,000 in FY2022/23[16] Dividend and Reserves - The company did not recommend the payment of a final dividend for FY2023[18] - The company's share premium account as of March 31, 2023, was HKD 1,085,013,367, which can be distributed in the form of fully paid bonus shares[36] - The company has no distributable reserves as of March 31, 2023, under the Bermuda Companies Act 1981[36] Convertible Bonds - The company's outstanding principal amount of convertible bonds as of December 31, 2023, was HKD 500,000,000, with no redemptions made during the period[49] - The company's convertible bonds have an annual interest rate of 3%, payable on the anniversary of the issuance date[44] - The company's convertible bonds can be converted into 1,937,984,496 ordinary shares at a conversion price of HKD 0.258 per share, representing approximately 28.50% of the current issued share capital and 22.18% of the enlarged issued share capital[45] - The company's convertible bonds are transferable with prior written consent, except for transfers to wholly-owned subsidiaries of the bondholder[47] - The company's convertible bonds have a conversion period from the issuance date to October 30, 2024[73] - The company's convertible bonds have a conversion price of HKD 0.258 per share, which may be adjusted in the event of share consolidation or subdivision, capital distribution, or issuance of shares through capitalization of profits or reserves[76] Share Issuance and Holdings - On June 6, 2022, the company issued and allotted 351,762,000 new ordinary shares to Xinhua Great Wall Group Limited[85] - Luo Ga holds 351,762,000 shares, representing 5.17% of the total issued shares[83] - Gold Bricks Holdings Limited holds 351,762,000 shares, representing 5.17% of the total issued shares[83] - Yunnan Baiyao Group holds 1,908,025,360 shares, representing 28.06% of the total issued shares[83] - Yunbaiyao Hong Kong Limited holds 3,101,911,000 shares, representing 45.62% of the total issued shares[83] - Shanghai International Trust Co., Ltd. holds 1,937,984,496 shares, representing 28.50% of the total issued shares[83] - Gold Bricks Holdings Limited owns 99% of Xinhua Great Wall Group Limited, and Luo Ga wholly owns Gold Bricks Holdings Limited[85] Corporate Governance and Board Changes - The company has re-complied with the Listing Rules regarding the number of independent non-executive directors and committee members after appointing new directors[104] - The Board has approved and adopted a Board Diversity Policy to ensure sustainable and balanced development of the company[107] - Three new independent non-executive directors were appointed on November 21, 2023: Dr. Peng Huibing, Dr. Yu Changhai, and Mr. Huang Xianrong[111][122] - Three directors resigned on November 10, 2023: Mr. Jiang Zhi, Mr. Leung Ka Kui, and Ms. Wong Tsui Shan[111][122] - The company's auditor changed from Kuo Wei CPA Limited to Zhonghui Anda CPA Limited effective April 28, 2023[119] - Mr. Tang Ming, aged 49, joined the company with over 27 years of international business development experience, previously serving as Vice President at Huawei[123] - Mr. Huang Xianrong currently serves as non-executive director and co-chairman of China New Economy Investment Limited (HKEX: 80)[124] - Mr. Huang Xianrong was previously an executive director of Shared Group Limited (HKEX: 3344), which was ordered to be liquidated in November 2021 due to unpaid bonds totaling HK$3,843,876.38[125] - Dr. Yu Changhai serves as independent non-executive director of Sirnaomics Limited (HKEX: 02257) and founded Hong Kong Biotech Association in 2009[129][130] - Dr. Peng Huibing was appointed as independent non-executive director and member of audit, remuneration, and nomination committees effective November 21, 2023[131] - Independent Non-Executive Director Mr. Leung Ka Kui resigned on November 10, 2023, and Dr. Yu Changhai was appointed as Independent Non-Executive Director and Chairman of the Remuneration Committee on November 21, 2023[134][136] - The company has a total of 34 employees as of December 31, 2023, with a gender ratio of 50% male and 50% female[140] - The Board of Directors held a total of 7 meetings, with 3 Audit Committee meetings and 2 Shareholders' Annual/Special Meetings during the nine months ended December 31, 2023[146] - The Remuneration Committee reviewed and recommended the remuneration of executive directors and senior management for the nine months ended December 31, 2023, considering factors such as market benchmarks and performance-based pay[148] - The Chairman held one meeting with Independent Non-Executive Directors during the nine months ended December 31, 2023, without the presence of executive directors[146] - The company ensures timely and sufficient information is provided to directors for informed decision-making, with board materials distributed at least three days before meetings[141] - The company adheres to the Corporate Governance Code, with the Chairman responsible for setting the agenda and leading the Board in the best interests of the group[144] - The Remuneration Committee reviewed the remuneration policy for employees based on performance, qualifications, and capabilities[148] - The company received written confirmations from each Independent Non-Executive Director regarding their independence, in compliance with Listing Rules[145] - The Board recognizes the importance of employee diversity and has a balanced gender ratio in its workforce, including senior management[140] - The company has adopted a Board Diversity Policy to ensure sustainable and balanced development by inviting and selecting diverse talents to join the board[154] - The company is committed to gender diversity, with 50% male and 50% female employees, including senior management, as of December 31, 2023[178] - The Board held seven meetings during the fiscal year, with detailed records maintained by the company secretary for directors' review[167] - The company encourages directors to participate in continuous professional development to ensure informed contributions to the Board[168] - The company has established three committees: Audit Committee, Nomination Committee, and Remuneration Committee, each with specific terms of reference[169] - The Remuneration Committee ensures that no director or their associates determine their own remuneration[170] - The Nomination Committee evaluates and selects director candidates based on criteria such as time commitment and relevance to the company's business[180] - The Board has one female director, achieving gender diversity at the Board level as of December 31, 2023[178] - The company regularly reviews internal gender diversity records and aims to promote female employees to senior management or director positions[155] - The Board is responsible for overseeing the company's business, evaluating performance, and focusing on overall strategy and policy, particularly growth and financial performance[161] - The company has established an Audit Committee to review and discuss the interim and full-year financial results for the periods ending September 30, 2023, and December 31, 2023, respectively[185] - The company has adopted Hong Kong Financial Reporting Standards (HKFRS) and complies with the disclosure requirements of the Hong Kong Companies Ordinance[192] - The company has implemented a Nomination Policy to guide the selection, appointment, and re-appointment of directors, focusing on professional qualifications, knowledge, skills, and diversity[197] - The company has conducted an independent investigation into its business operations and outstanding loans, with findings and corrective actions reported in October 2023[189][190] - The company has a diversified candidate selection process based on gender, age, cultural background, race, education, professional experience, skills, and knowledge[195] - The company has reviewed and updated its risk management and internal control systems to ensure compliance with relevant laws and regulations[185][190] - The company has appointed new independent non-executive directors in November 2023, including Mr. Huang Xianrong, Dr. Yu Changhai, and Dr. Peng Huibing[187] - The company has disclosed the composition of its Board of Directors annually in the Corporate Governance Report[195] - The company has ensured that its accounting and financial reporting functions are adequately resourced and staffed with qualified personnel[185] - The company has reviewed and updated its nomination and diversity policies annually to ensure their effectiveness[199] Share Option Plan - The company's share option plan adopted on September 30, 2013, expired on September 29, 2023, with no shares available for issuance as of the annual report date[70] Contingent Liabilities and Cash Balances - The group has no significant contingent liabilities as of December 31, 2023[24] - The group's cash balances are primarily held in HKD, USD, and RMB, with no current foreign currency hedging policy in place[8] Framework Agreement with Yunnan Baiyao Group - The company has entered into a framework agreement with Yunnan Baiyao Group for product registration and promotion services, global supply chain integration services, and professional support services, as well as cooperation in product sales and distribution[78] Public Shareholding and Listing Compliance - The company's public shareholding has remained above the minimum percentage required by the Stock Exchange throughout the year[87] Auditor Change and Financial Statements - The company expects to address the basis for the qualified opinion on the 2023 financial statements, with Basis 1 and 2 to be removed in FY2024 and Basis 3 in FY2025[34] Net Proceeds Utilization - The company plans to fully utilize the net proceeds from the subscription and placement by December 31, 2025[7]

Revenue and Profitability - Revenue for the six months ended September 30, 2023, was HKD 368,155,231, an increase from HKD 336,059,841 in the same period last year, representing a growth of approximately 9.5%[1] - Gross profit for the same period was HKD 32,095,390, compared to HKD 6,372,213 in the previous year, indicating a significant increase[1] - The operating profit for the six months was HKD 22,547,717, a turnaround from an operating loss of HKD 149,328,501 in the prior year[1] - The net profit for the period was HKD 18,508,247, compared to a net loss of HKD 150,618,450 in the previous year, marking a substantial recovery[1] - Total comprehensive income for the period was HKD 23,848,284, compared to a total comprehensive loss of HKD 154,036,692 in the same period last year[4] - Basic earnings per share for the period was HKD 0.27, a significant improvement from a loss per share of HKD 2.26 in the previous year[10] - The group reported a pre-tax profit of HKD 20,126,779 for the period, reflecting its operational performance[48] Financial Position - Cash and cash equivalents increased to HKD 207,723,790 as of September 30, 2023, up from HKD 159,003,957 as of March 31, 2023[5] - Current assets totaled HKD 357,751,972, compared to HKD 316,294,691 at the end of the previous reporting period[5] - The company's total equity increased to HKD 136,245,359 from HKD 113,303,297, reflecting improved financial health[6] - As of September 30, 2023, the total assets of the group amounted to HKD 360,257,804, an increase from HKD 320,039,106 as of March 31, 2023, representing a growth of approximately 12.3%[51] - The total liabilities of the group as of September 30, 2023, were HKD 224,012,445, compared to HKD 206,735,809 as of March 31, 2023, marking an increase of about 8.3%[51] - The group's asset-liability ratio was 28.0%, calculated as total interest-bearing borrowings divided by the group's net asset value[93] Trading and Operations - Revenue for the reporting period was HKD 368,155,231, with a significant contribution from the trading segment[17] - The group reported a pre-tax loss of HKD 150,560,502, primarily due to a substantial loss in the trading segment of HKD 133,375,587[30] - The division of goods and merchandise trading recorded assets of HKD 319,365,135 as of September 30, 2023, up from HKD 283,896,559 as of March 31, 2023, reflecting a growth of approximately 12.5%[51] - The group has expanded its CBD raw material trading and extraction business since 2019, actively sourcing materials for health and cosmetic industries, enhancing its supply chain services[65] - The group has established an international platform for the development and distribution of health products, leveraging global resources and networks to improve cost efficiency[66] - The group’s marketing services and product registration services are key in connecting Chinese pharmaceutical companies with global resources, facilitating business expansion[66] Credit and Receivables - As of September 30, 2023, total receivables amounted to HKD 667,166,109, with an expected credit loss provision of HKD 658,184,941[41] - The average credit period for trade receivables related to goods and merchandise trading was 90 days[39] - The group has no overdue trade receivables as of the reporting date, indicating stable credit quality and no provisions for impairment losses[57] - The expected credit loss provision for trade receivables was HKD 11,953,001 as of September 30, 2023, compared to HKD 12,528,824 as of March 31, 2023[161] Expenses and Costs - General and administrative expenses for the reporting period were approximately HKD 10,500,000, a significant decrease of 51.9% compared to HKD 21,900,000 in the first half of 2022[88] - The company's income tax expense for the reporting period was HKD 1,620,000, an increase from HKD 5,800 in the first half of 2022, primarily due to trading profits rising from HKD 2,300,000 to HKD 26,000,000[90] - Employee compensation costs for the reporting period amounted to approximately HKD 6.8 million, an increase from HKD 5.8 million in the first half of 2022[128] Shareholder and Capital Information - The group did not declare or propose any dividends for the six months ended September 30, 2023[38] - The total number of issued ordinary shares as of September 30, 2023, remained at 6,799,914,160 shares[110] - Shareholders' equity increased from approximately HKD 113,300,000 as of March 31, 2023, to about HKD 136,200,000 as of September 30, 2023[92] Strategic Initiatives and Future Outlook - The management believes that leveraging opportunities in China will lead to a bright future in goods and commodity trading, particularly in e-commerce[67] - The company is focusing on expanding its e-commerce and raw materials trading businesses as part of its growth strategy[163] - The financial resources and liquidity position of the company remain stable, supporting ongoing operations and strategic initiatives[165] Compliance and Governance - The group adopted new and revised Hong Kong Financial Reporting Standards effective from April 1, 2023, without significant changes to accounting policies[21] - The company has adopted a board diversity policy to ensure sustainable and balanced development by considering various diversity aspects such as gender, age, cultural background, and professional experience[134] - The group has implemented a prudent treasury policy, continuously assessing customers' financial conditions to mitigate credit risk[138] - The company has a financial risk management policy to ensure all payables are settled within credit terms[155]

Financial Performance - The company reported a total comprehensive loss of HKD 154,036,692 for the six months ended September 30, 2022, compared to a loss of HKD 66,491,598 for the same period last year[13]. - The company reported a loss attributable to owners of HKD 78,929,965 for the six months ended September 30, 2022, compared to a profit of HKD 12,438,611 in the same period last year, indicating a significant downturn[23]. - The company reported a significant operating loss of HKD 150,560,502 for the current period, compared to an operating profit of HKD 27,786,404 in the previous year[27]. - For the six months ended September 30, 2022, the company reported a loss attributable to shareholders of HKD 150,588,622, compared to a loss of HKD 70,986,045 for the same period in 2021, representing a 112.4% increase in losses[80]. - The company's operating loss for the six months ended September 30, 2022, was HKD 149,328,501, compared to an operating loss of HKD 74,922,271 for the same period in 2021, marking a 99.5% increase in operating losses[80]. - The company's total comprehensive loss for the period was HKD 83,424,656, compared to a total comprehensive loss of HKD 70,986,045 in the previous year, representing an increase of 17.5%[85]. Revenue and Profitability - Revenue from the trading of goods and commodities amounted to HKD 139,562,008, with a gross profit of HKD 6,372,213 for the current period[27]. - Revenue for the six months ended September 30, 2022, was HKD 139,562,008, a decrease from HKD 457,632,630 in the same period of 2021, reflecting a decline of 69.5%[80]. - The group's total revenue for the goods and merchandise trading segment was approximately HKD 139,600,000 for the six months ending September 30, 2022, a decrease from HKD 423,200,000 for the same period in 2021[103]. Assets and Liabilities - Total loans receivable as of September 30, 2022, was HKD 478,375,767, consistent with HKD 478,842,967 as of March 31, 2022[4]. - The company’s total assets increased to HKD 345,990,569 as of September 30, 2022, compared to HKD 321,753,396 as of March 31, 2022, reflecting a growth of approximately 7.5%[28]. - The company’s total liabilities rose to HKD 195,209,719 as of September 30, 2022, compared to HKD 118,576,678 as of March 31, 2022, indicating an increase of approximately 64.5%[28]. - As of September 30, 2022, the company's total equity decreased to HKD 150,780,850 from HKD 203,176,718 as of March 31, 2022, representing a decline of approximately 26%[17]. - The company's equity decreased from approximately HKD 203.2 million on March 31, 2022, to approximately HKD 150.8 million on September 30, 2022, primarily due to comprehensive losses incurred during the reporting period[42]. Cash Flow and Liquidity - Cash and cash equivalents increased to HKD 225,868,970 from HKD 203,861,996, reflecting improved liquidity[15]. - As of September 30, 2022, the group's cash and cash equivalents amounted to HKD 225,900,000, an increase from HKD 203,900,000 as of March 31, 2022[107]. Credit and Receivables - Trade receivables as of September 30, 2022, amounted to HKD 76,392,434, an increase of 24.3% from HKD 61,437,606 as of March 31, 2022[1]. - The net expected credit loss provision for trade receivables decreased slightly from HKD 13,513,538 to HKD 12,840,943, indicating stable credit quality[2]. - Average credit period for trade receivables remained at 90 days as of both reporting dates[1]. Operational Changes - The company has ceased its lending business and trading operations since June 2022, which may impact future revenue streams[20]. - The group ceased its debt financing operations in June 2022 and has not reported any revenue or performance from that segment[98]. Employee and Compensation - The total employee compensation, including salaries, commissions, bonuses, and other related costs, was approximately HKD 5,800,000 for the reporting period, down from HKD 7,500,000 in the first half of 2021[62]. - As of September 30, 2022, the company had 34 employees, a slight decrease from 35 employees as of March 31, 2022[62]. Governance and Compliance - The company is required to comply with the Stock Exchange's guidelines regarding financial disclosures and internal controls, indicating ongoing regulatory scrutiny[83]. - The board has adopted a diversity policy to ensure the sustainable and balanced development of the company by considering the importance of diversity in board membership[68]. - The company has adhered to the corporate governance code, with some deviations noted[138]. Future Plans and Market Opportunities - The company plans to utilize approximately HKD 100 million from the proceeds of the subscription for expanding its existing cosmetics and personal care trading business[46]. - The expected growth of China's cross-border e-commerce market is projected at 15%, reaching RMB 1.98 trillion in 2021, presenting significant opportunities for the company's e-commerce trade business[35]. - The company aims to strengthen its procurement network and market trend understanding to capture better market opportunities from China[35]. Tax and Financial Management - The tax expense for the six months ended September 30, 2022, was HKD 57,948, while the tax benefit for the same period in 2021 was HKD 6,713,722, indicating a significant change in tax position[80]. - The effective tax rate for the company's subsidiaries in China remained at 25% for the reporting period[78]. - The company has a financial risk management policy in place to ensure all payables are settled within credit terms[74].

Financial Performance - Revenue for the six months ended September 30, 2021, was HKD 457,632,630, a decrease of 25.5% compared to HKD 614,479,742 for the same period in 2020[6] - Gross profit for the same period was HKD 38,703,227, down 22.5% from HKD 49,888,423 year-on-year[6] - The company reported a net loss of HKD 83,424,900 for the six months ended September 30, 2021, compared to a profit of HKD 19,519,687 in the previous year[6] - The basic and diluted loss per share for the period was HKD (1.29), compared to earnings per share of HKD 0.30 in the previous year[8] - The company reported a pre-tax loss of HKD 91,561,085, primarily due to unallocated corporate expenses and financial costs[25] - The total comprehensive income for the period was significantly affected by foreign exchange differences, with a total comprehensive loss of HKD 33,424,656 reported[14] - The group reported a net loss attributable to shareholders of HKD (83,424,656) for the six months ended September 30, 2021, compared to a profit of HKD 19,518,473 for the same period in 2020[40] Assets and Liabilities - Total assets as of September 30, 2021, were HKD 1,344,491,026, a decrease from HKD 1,422,699,746 as of March 31, 2021[10] - The group’s total assets decreased by 4.8% from approximately HKD 1,442,600,000 to about HKD 1,373,000,000[83] - The group’s total liabilities as of September 30, 2021, were HKD 599,900,309, a slight increase from HKD 590,525,179 as of March 31, 2021[31] - Current liabilities increased to HKD 96,844,653 from HKD 100,285,189, indicating a slight improvement in liquidity management[11] - The company’s cash and cash equivalents decreased to HKD 181,582,897 from HKD 251,236,954, reflecting a cash outflow during the period[10] Financial Expenses - The company incurred financial expenses of HKD 16,638,814, significantly higher than HKD 2,447,683 in the previous year, indicating increased borrowing costs[6] - The financial expenses for the reporting period amounted to HKD 16.6 million, significantly higher than HKD 2.4 million in the previous year, primarily due to interest from convertible bonds issued[65] - The actual interest expenses on bonds for the six months ended September 30, 2021, were HKD 264,301, significantly lower than HKD 2,325,000 for the same period in 2020, indicating a reduction of approximately 88.6%[34] - The group incurred interest expenses on lease liabilities amounting to HKD 535,777 for the six months ended September 30, 2021, compared to HKD 122,683 in the same period of 2020, representing an increase of approximately 336.5%[34] Revenue Breakdown - For the six months ended September 30, 2021, total revenue was HKD 457,632,630, with a breakdown of HKD 34,464,020 from lending, HKD 422,868,422 from goods and merchandise trading, and HKD 300,188 from CBD extraction trading[25] - The lending segment reported a profit of HKD 32,759,315, while the goods and merchandise trading segment incurred a loss of HKD 626,608, and the CBD extraction segment reported a loss of HKD 4,346,303[25] - Revenue from the lending business decreased by approximately 20.5% to about HKD 34,500,000, accounting for about 7.5% of total revenue[74] - Trade business revenue decreased by approximately 26.0% to about HKD 422,900,000, representing about 92.4% of total revenue[75] - CBD extraction trade generated revenue of approximately HKD 300,000 during the reporting period[76] Credit and Receivables - The company recognized an expected credit loss provision of HKD 90,251,650, a significant increase from HKD 387,122 in the prior period, indicating deteriorating credit quality[6] - The group recognized an expected credit loss provision of HKD 83,739,705 for receivables from loans and interest as of September 30, 2021, compared to HKD 11,873,611 as of March 31, 2021[48] - The group’s total trade receivables, net of expected credit loss provisions, were HKD 60,769,069 as of September 30, 2021, a significant increase from HKD 7,561,423 as of March 31, 2021[41] - The total receivables from loans and interest, after expected credit loss provisions, amounted to HKD 429,316,362 as of September 30, 2021, down from HKD 530,013,035 as of March 31, 2021[44] Dividends and Shareholder Equity - No dividends were declared or proposed for the six months ended September 30, 2021, nor are there any plans to declare dividends post-reporting period[40] - Shareholder equity decreased from approximately HKD 852,100,000 to about HKD 773,100,000[83] Business Segments and Strategy - The company is primarily engaged in lending, trading of goods and merchandise, and CBD extraction trading[19] - The company has two identifiable business segments: the lending segment and the trading segment, with the lending segment focusing on short-term private and corporate loans in Hong Kong[68] - The company plans to enhance its market position in the lending industry by targeting high-net-worth and corporate clients[78] - The management anticipates significant revenue from the CBD sector in the coming year[80] Corporate Governance and Compliance - The board believes the company has complied with the corporate governance code, with some deviations noted regarding the term of non-executive directors[101] - The company has adopted a comprehensive code of conduct for securities trading applicable to all directors and senior management, confirming compliance during the reporting period[105] - A diversity policy for the board has been approved to ensure sustainable and balanced development by considering various aspects such as gender, age, cultural background, and professional experience in the selection of board members[106] - The nomination committee consists of two executive directors and three independent non-executive directors, tasked with reviewing board composition and recommending appointments[107] - The remuneration committee is responsible for reviewing director remuneration and group compensation policies, currently comprising one executive director and three independent non-executive directors[108] - The audit committee, made up of three independent non-executive directors, has reviewed the group's interim financial statements for the reporting period[110] Employee and Operational Information - The total employee compensation during the reporting period was approximately HKD 7,500,000, consistent with the previous year[92] - As of September 30, 2021, the company had 33 employees, maintaining the same number as the previous year[92] Changes in Management - Changes in director information include the resignation of Mr. Zhu Jia Hua as executive director and group CFO, effective November 1, 2021, with Mr. Wang Zhao Qing appointed as the authorized representative[111]

Financial Performance - For the fiscal year ending March 31, 2021, the company's revenue was HKD 1,216,700,000, an increase of approximately 4.7% compared to HKD 1,162,200,000 for the previous year[11]. - The gross profit for the fiscal year was HKD 96,400,000, a decrease of about 10.8% from HKD 108,100,000 in the previous year, resulting in a gross margin of 7.9% compared to 9.3%[11]. - The company's profit for the year was HKD 13,200,000, down from HKD 49,600,000 in the previous year, primarily due to a decline in profit margins in the trading segment and increased provisions for expected credit losses[11]. - Basic and diluted earnings per share were HKD 0.20, down from HKD 0.77 in the previous year[24]. - Total assets increased by 49.2% to HKD 1,442,600,000, primarily due to the issuance of convertible bonds[25]. - Current ratio improved to 14.19 times from 5.89 times year-on-year[30]. - Debt-to-asset ratio increased to 41% from 17% year-on-year[30]. - Income tax expenses decreased to HKD 7,000,000 from HKD 10,500,000, attributed to reduced profits from the lending and trading segments[23]. Dividends - The company does not recommend a final dividend for the fiscal year ending March 31, 2021, consistent with the previous year[13]. - The company adheres to a dividend policy that considers current and forecasted financial performance, available distributable profits, growth opportunities, and other relevant factors before declaring dividends[186]. Business Segments - The business is segmented into three identifiable divisions: lending, goods and commodities trading, and CBD extract trading[14]. - The lending division focuses on short-term private and corporate loans, with a strong emphasis on credit control and risk assessment[17]. - The trading division includes operations in both mainland China and Hong Kong, with a focus on goods and commodities[14]. - Revenue from the lending segment decreased from approximately HKD 89,700,000 to about HKD 87,800,000[18]. - The revenue from the goods and merchandise trading segment was approximately HKD 1,126,200,000, an increase from HKD 1,072,500,000 in the previous year, accounting for 92.6% of the group's total revenue[18]. - The segment profit from goods and merchandise trading was HKD 7,600,000, down from HKD 13,100,000 in the previous year[18]. Loans and Credit Management - The total new loans issued in the year amounted to HKD 57,500,000, a decrease from HKD 82,700,000 in the previous year[18]. - The number of new loans issued during the year was 8, down from 18 in the previous year[18]. - The company has implemented clear credit policies and monitoring measures to ensure the recoverability of loans[17]. - The lending division will adopt a cautious approach in granting new loans and assessing existing receivables due to market conditions[48]. - The total receivables amount to HKD 538,113,869 as of March 31, 2021, compared to HKD 518,384,664 in 2020, with an expected credit loss provision of HKD 11,873,611[199]. - The expected credit loss provision for receivables was HKD 1,059,044 in 2020, indicating a significant increase in credit risk assessment by management[199]. - The company emphasizes the importance of assessing credit risk and determining expected credit loss provisions, which involves significant management judgment and assumptions[199]. Expenses and Financial Management - General and administrative expenses increased by 10.90% to approximately HKD 45,800,000, primarily due to legal and professional fees related to the CBD extraction business[21]. - Financial expenses rose significantly to approximately HKD 18,000,000 from HKD 5,000,000, mainly due to interest from convertible bonds issued[22]. Corporate Governance - The company has a strong focus on corporate governance, with various committees in place to oversee audit, nomination, and remuneration matters[98]. - The company has adhered to the corporate governance code as stipulated in the Listing Rules Appendix 14 for the year ending March 31, 2021[121]. - The company has adopted the standard code of conduct for securities transactions as per Listing Rules Appendix 10, applicable to all directors and senior management[126]. - The company confirms that all directors have complied with the standard code throughout the year and up to the report's publication date[127]. - The company has a commitment to high standards of corporate governance to ensure decisions are made in the best interests of shareholders[120]. - The board consists of nine members, including three independent non-executive directors, ensuring diverse professional backgrounds and industry experience[131]. - The board has established a risk management and internal control system to evaluate and manage risks associated with achieving strategic goals[142]. - The company has a clear procedure for directors to seek independent professional advice at the company's expense[129]. - The audit committee is responsible for reviewing the group's financial information and overseeing the financial reporting system, risk management, and internal control procedures[170]. Shareholder Information - Major shareholder Yunnan Baiyao Group holds 4,737,482,724 shares, representing 73.47% of the issued share capital as of March 31, 2021[89]. - Shanghai International Trust holds 1,937,984,496 shares, representing 30.05% of the issued share capital as of March 31, 2021[89]. - The total number of shares held by director Zhou Hong is 495,404,000, representing 7.68% of the issued share capital[88]. - The total number of shares held by director Fang Ke is 349,068,000, representing 5.41% of the issued share capital[88]. - The company maintains a public shareholding percentage above the minimum required by the stock exchange throughout the year[95]. - Shareholders can request a special general meeting if they hold at least 10% of the paid-up capital, as per Bermuda company law[187]. - The company provides a platform for shareholders to submit inquiries to the board, enhancing communication and transparency[188]. Future Plans and Investments - The company anticipates continued growth in procurement orders from trade customers, which is expected to drive revenue in the upcoming periods[11]. - The company aims to diversify its product offerings in cosmetics and personal care, expanding supplier networks and customer bases[49]. - The company continues to seek suitable potential investment opportunities to diversify its business portfolio, which aligns with the best interests of the company and its shareholders[53]. - The company is preparing to enter the cannabis cultivation industry and establish a cannabis farm, having signed a non-binding memorandum of understanding with Yunnan Baiyao Group on April 23, 2021[51]. - The joint venture will engage in the industrial hemp value chain and supply chain, with the company overseeing all major matters related to hemp cultivation[51]. - By July 30, 2021, the company and Yunnan Baiyao Group are expected to negotiate the terms and conditions for the establishment of the joint venture[52]. Audit and Compliance - The independent auditor's report confirms that the consolidated financial statements reflect the group's financial position and performance accurately as of March 31, 2021[196]. - The audit committee reviewed the internal control system's effectiveness and found no significant deficiencies, although recommendations for improvement were made[175]. - The company has established a policy for timely handling and disclosure of inside information, ensuring compliance with regulatory requirements[175]. - The internal audit function is conducted by professionals with relevant expertise, ensuring independent evaluation of risk management and internal control systems[179]. - The auditor issued an unqualified opinion regarding the related party transactions, confirming compliance with the company's pricing policy and regulatory agreements[82].

Financial Performance - Revenue for the six months ended September 30, 2020, was HKD 614,479,742, a decrease of 13.5% compared to HKD 710,500,522 for the same period in 2019[4] - Gross profit for the same period was HKD 49,888,423, down from HKD 53,372,841, reflecting a decline of 6.9%[4] - The net profit for the period was HKD 19,519,687, a decrease of 15.5% from HKD 23,135,630 in the previous year[4] - Total comprehensive income for the period was HKD 27,389,692, significantly up from HKD 11,152,737 in the prior year, representing an increase of 145.5%[4] - Basic and diluted earnings per share were HKD 0.30, down from HKD 0.36 in the previous year, indicating a decline of 16.7%[6] - The company reported a gross profit of HKD 49,888,423 for the lending segment and HKD 6,560,683 for the trading segment[25] - Profit for the period decreased to HKD 19,500,000, a decline of 15.6% from HKD 23,100,000 in the previous year, primarily due to reduced gross profit and increased general and administrative expenses[62] Assets and Liabilities - Non-current assets decreased to HKD 12,776,069 from HKD 17,726,205, a reduction of 27.5%[8] - Current assets increased slightly to HKD 950,313,456 from HKD 949,272,146, showing a marginal growth of 0.1%[8] - Total liabilities decreased to HKD 130,058,132 from HKD 161,222,273, a decrease of 19.4%[10] - The company's equity increased to HKD 828,118,673 from HKD 800,728,981, reflecting a growth of 3.4%[10] - Total assets as of September 30, 2020, were HKD 963,089,525, slightly down from HKD 966,998,351 as of March 31, 2020[29] - Total liabilities as of September 30, 2020, were HKD 134,970,852, a decrease from HKD 166,269,370 as of March 31, 2020[29] Cash Flow and Financing - The company reported a net cash inflow from operating activities of HKD 6,128,878 for the six months ended September 30, 2020, compared to a net outflow of HKD 26,134,651 in the same period last year[14] - The total cash and cash equivalents at the end of the period were HKD 6,391,962, down from HKD 31,655,824 at the end of the same period last year[14] - The company incurred finance costs of HKD 6,572,375 during the period, compared to HKD 9,116,167 in the previous year[14] - The company completed the issuance of convertible bonds totaling HKD 500,000,000 to Yunnan Baiyao Group through its trustee, Shanghai International Trust Co., Ltd.[60] - The company plans to issue convertible bonds with a total amount of approximately HKD 500 million, with net proceeds of about HKD 498 million allocated for expanding CBD-related business[87] Operational Highlights - The company is primarily engaged in lending and trading activities, with a focus on expanding its financing services and product offerings[16] - The lending division reported a total loan amount of HKD 2,300,000, significantly down from HKD 67,600,000 in the previous year, with only 2 loans issued compared to 13 last year[70] - Revenue generated from the lending business was approximately HKD 43,300,000, contributing about 7.1% to the group's total revenue, while the segment profit accounted for 98.8% of the group's total segment profit[70] - Trade division generated revenue of approximately HKD 571.2 million, accounting for 92.9% of total group revenue[72] - The trading division successfully expanded its product categories to include sugar and personal care products[101] Expenses and Cost Management - The company reported a significant reduction in selling and distribution expenses, which fell to HKD 307,696 from HKD 622,134, a decrease of 50.6%[4] - General and administrative expenses increased to approximately HKD 23.5 million from HKD 20.8 million in the previous year, primarily due to rising employee costs and professional fees[73] - The cost of inventory recognized as an expense for the six months ended September 30, 2020, was HKD 564,591,319, down from HKD 657,127,681 in the previous year[34] Shareholder Information - The total number of shares as of September 30, 2020, was 6,448,152,160, with a par value of HKD 0.01 per share[59] - The company did not declare or propose any dividends for the six months ended September 30, 2020[41] - The company did not recommend the distribution of an interim dividend for the reporting period, consistent with the previous year[64] - Shareholders' equity increased from approximately HKD 800.7 million to HKD 828.1 million, a rise of 3.4%[78] Credit and Receivables - The average credit period for trade receivables was 90 days as of September 30, 2020[42] - The total receivables, including loans and interest, were HKD 530,638,766 as of September 30, 2020, slightly down from HKD 532,924,004 as of March 31, 2020[45] - The group reported no overdue or impaired receivables as of the reporting date, indicating stable credit quality[51] - The average loan term for secured and unsecured loans provided to customers is between 3 to 5 years, with fixed annual interest rates ranging from 1% to 2.4%[47] Governance and Compliance - The company has complied with the corporate governance code during the reporting period, with some deviations noted[116] - The company has established a nomination committee to review board composition and recommend appointments, consisting of two executive directors and three independent non-executive directors[124] - The remuneration committee, which includes two executive directors and three independent non-executive directors, reviews director remuneration and group compensation policies[125] - The audit committee, comprising three independent non-executive directors, has reviewed the group's unaudited interim financial statements for the reporting period[127]

萬 隆 控 股 集 團 有 限 公 司 Ban Loong Holdings Limited 於百慕達註冊成立之有限公司 股份代號：30 年 報 2019/2020 目錄 公司資料 2 管理層討論及分析 3 董事會報告 11 董事及高級管理層之個人資料 18 企業管治報告 21 獨立核數師報告書 35 綜合損益及其他全面收益表 43 綜合財務狀況表 45 綜合權益變動表 47 綜合現金流量報表 48 綜合財務報表附註 50 五年財務概要 118 公司資料 | --- | --- | |-----------------------------------------------------|--------------------------| | 董事會 | 授權代表 | | 執行董事： | 周泓先生 | | 王明輝先生 （主席）（於二零一九年九月十二日獲委任） | 朱嘉華先生 | | 周泓先生 （副主席兼行政總裁） | | | 尹品耀先生 （於二零一九年九月十二日獲委任） | 註冊辦事處 | | 朱嘉華先生 （集團財務總監） | Clarendon House | | 王兆慶先生 （營運總監） | 2 C ...

Financial Performance - The company reported a revenue of HKD 710.5 million for the six months ended September 30, 2019, compared to HKD 657.1 million for the same period in 2018, representing an increase of approximately 8.5%[4] - Gross profit for the same period was HKD 53.4 million, up from HKD 42.2 million year-on-year, indicating a growth of about 26.5%[4] - The net profit attributable to the owners of the company was HKD 23.1 million, compared to HKD 18.6 million in the previous year, reflecting a year-on-year increase of approximately 24.5%[5] - The total comprehensive income for the period was HKD 11.2 million, significantly higher than HKD 2.2 million in the prior year, marking an increase of around 409%[4] - Basic and diluted earnings per share increased to HKD 0.36 from HKD 0.34, representing a growth of approximately 5.9%[5] - The pre-tax profit for the six months ended September 30, 2019, was HKD 29,666,377[22] - Profit for the six months increased to approximately HKD 23,100,000, a rise of about 24.2% from HKD 18,600,000 in the previous interim period[58] Assets and Liabilities - Total assets as of September 30, 2019, amounted to HKD 1,022.4 million, compared to HKD 863.2 million as of March 31, 2019, showing an increase of about 18.5%[7] - The total assets as of September 30, 2019, amounted to HKD 1,041,175,891, an increase from HKD 868,645,961 as of March 31, 2019[28] - The total liabilities as of September 30, 2019, were HKD 265,068,504, compared to HKD 103,691,311 as of March 31, 2019[29] - The company's total equity increased to HKD 776.1 million from HKD 765.0 million, reflecting a growth of approximately 1.5%[8] - The company reported a significant increase in inventory to HKD 18.8 million from HKD 5.5 million, indicating a rise of approximately 241%[7] - The company’s financial liabilities, including bonds and lease liabilities, totaled HKD 78.2 million, compared to HKD 68.4 million in the previous period, an increase of about 14%[7] Cash Flow - The net cash used in operating activities for the six months ended September 30, 2019, was HKD (26,134,651), a significant improvement compared to HKD (102,495,229) for the same period in 2018[12] - The net cash used in investing activities amounted to HKD (3,837,034), slightly higher than HKD (3,458,848) in the previous year[12] - The net cash used in financing activities increased to HKD (9,116,167) from HKD (1,925,000) in the prior period[12] - The total decrease in cash and cash equivalents was HKD (39,087,852), which is an improvement from HKD (107,879,077) in the previous year[12] - The cash and cash equivalents at the end of the period stood at HKD 31,655,824, compared to HKD 19,676,157 at the same time last year[12] Business Segments - The group operates in two main segments: lending services and trading of goods and commodities, focusing on resource allocation and performance evaluation[21] - The segment profit for the lending division was HKD 32,820,202, while the trading division reported a segment profit of HKD 2,621,746, leading to a total segment profit of HKD 35,441,948[22] - The trading segment generated revenue of approximately HKD 536.7 million in China and HKD 130.2 million in Hong Kong for the six months ended September 30, 2019, compared to HKD 271.3 million and HKD 24.5 million respectively in the same period of 2018, representing increases of 97.8% and 431.4%[67] - The lending division reported total loans of HKD 67,600,000, down from HKD 133,600,000 in the previous year, with a total of 13 loans issued compared to 17 in the previous year[65] - The trading division has expanded its product categories to include sugar and personal care products, and is now engaged in international trade of CBD isolate powder[103] Investments and Financing - The company entered into a subscription agreement with Yunnan Baiyao Group Co., Ltd. to issue convertible bonds totaling HKD 730,000,000[54] - Upon full conversion of the convertible bonds, the company will issue approximately 2,829,457,364 shares, representing about 43.88% of the existing issued share capital[55] - The net proceeds from the subscription are intended for the development of industrial hemp and CBD-related businesses, research and development, investments, acquisitions, and other opportunities[55] - The company issued unsecured corporate bonds with a total principal amount of HKD 70,000,000, with an annual interest rate of 5.5%[48] - The company completed the sale of 60% equity in a subsidiary for HKD 100,000, along with a 30% share of compensation from a civil lawsuit related to mining assets[84] Corporate Governance - The company has complied with the corporate governance code, with the exception of the chairman and CEO roles being held by the same individual since January 23, 2017[115] - The board diversity policy aims to ensure sustainable and balanced development by considering various diversity aspects in the selection of board members[123] - The nomination committee is composed of two executive directors and three independent non-executive directors, focusing on board composition and succession planning[124] - The remuneration committee reviews director remuneration and the group's compensation policies, consisting of two executive directors and three independent non-executive directors[125] - The audit committee reviews accounting standards and practices, including discussions on audit, internal control, risk management, and financial reporting[127] Future Outlook - The company plans to continue expanding its market presence and investing in new product development to drive future growth[4] - The group is exploring opportunities in the entire industrial hemp supply chain, including cultivation, extraction, and product development, to capitalize on the growing demand for CBD[72] - The company plans to hold a special general meeting to obtain independent shareholder approval for the subscription agreement[54] - The company is actively seeking suitable investment opportunities to diversify its business portfolio[104] - The lending division is expected to continue providing a steady cash inflow, adapting to market conditions and monetary policies[102]

萬 隆 控 股 集 團 有 限 公 司 Ban Loong Holdings Limited (於百慕達註冊成立之有限公司) (股份代號：30) 年 報 "II 2018-2019 |I" 目錄 公司資料 2 管理層討論及分析 3 董事會報告 12 董事及高級管理層之個人資料 20 企業管治報告 23 獨立核數師報告書 37 綜合損益及其他全面收益表 45 綜合財務狀況表 47 綜合權益變動表 49 綜合現金流量報表 50 綜合財務報表附註 52 五年財務概要 128 1 萬隆控股集團有限公司 公司資料 | --- | --- | |--------------------------------------------------------------------|---------------------------------------------| | | | | | | | 董事會 | 授權代表 | | | | | 執行董事： 周泓先生 （主席兼行政總裁） 朱嘉華先生 （集團財務總監） | 周泓先生 朱嘉華先生 | | 王兆慶先生 （營運總監） | 註冊辦事處 Clarendon House | ...