China Beidahuang Industry Group Holdings Limited 中國北大荒產業集團控股有限公 司 （於開曼群島註冊成立的有限公司） （股份代號：00039） 董事會會議召開日期 中國北大荒產業集團控股有限公司（「本公司」）之董事會（「董事會」）謹此宣 佈，本公司將於二零二五年八月二十九日（星期五）舉行董事會會議，藉以（其 中包括）批准本公司及其附屬公司截至二零二五年六月三十日止六個月之中 期業績公佈及考慮派發中期股息（如有）。 香港交易及結算所有限公司及香港聯合交易所有限公司對本公佈之內容概不 負責，對其準確性或完整性亦不發表任何聲明，並明確表示概不就因本公佈 全部或任何部分內容而產生或因倚賴該等內容而引致之任何損失承擔任何責 任。 承董事會命 中國北大荒產業集團控股有限公司 執行董事 柯雄瀚 香港，二零二五年八月十九日 於本公佈日期，執行董事為柯雄瀚先生及陳晨先生；非執行董事為楊光先生 （副主席）、何詠欣女士及李大偉先生；以及獨立非執行董事為陳智鋒先生。 根據香港高等法院一項頒令，劉小鵬先生、張家華先生、楊雲光先生及黃德勳 先生不得以本公司董事身份自居或採取任何行動，直至傳 ...

股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年7月31日 狀態: 新提交 致：香港交易及結算所有限公司 FF301 II. 已發行股份及/或庫存股份變動 | 1. 股份分類 | 普通股 | | 股份類別 | 不適用 | | 於香港聯交所上市 (註1) | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 00039 | 說明 | | | | | | | | | | 已發行股份（不包括庫存股份）數目 | | | 庫存股份數目 | | 已發行股份總數 | | | 上月底結存 | | | | 8,037,572,616 | | 0 | | 8,037,572,616 | | 增加 / 減少 (-) | | | | | | | | | | 本月底結存 | | | | 8,037,572,616 | | 0 | | 8,037,572,616 | 公司名稱: 中國北大荒產業集團控股有限公司 呈交日期: 2025年8月6日 I. 法定/註冊股本變動 | 1. 股份 ...

Group 1 - The board of China Beidahuang (00039.HK) announced the resignation of Li Jin as a non-executive director and vice chairman effective July 16, 2025 [1] - Yang Guang has been appointed as a non-executive director and vice chairman, effective August 1, 2025 [1]

Group 1 - The company announced the resignation of Mr. Li Jin as a non-executive director and vice chairman of the board, effective July 16, 2025 [1] - Mr. Yang Guang has been appointed as a non-executive director and vice chairman of the board, effective August 1, 2025 [1]

香港交易及結算所有限公司及香港聯合交易所有限公司對本公佈之內容概不 負責，對其準確性或完整性亦不發表任何聲明，並明確表示概不就因本公佈 全部或任何部分內容而產生或因倚賴該等內容而引致之任何損失承擔任何責 任。 China Beidahuang Industry Group Holdings Limited 中國北大荒產業集團控股有限公 司 （於開曼群島註冊成立的有限公司） （股份代號：00039） 董事及副主席變動 中國北大荒產業集團控股有限公司（「本公司」，連同其附屬公司統稱「本集 團」）董事（「董事」）會（「董事會」）宣佈，(i)於二零二五年七月十六日，李進先生 （「李先生」）已提請辭任非執行董事及董事會副主席職務；及(ii)楊光先生（「楊 先生」）已獲委任為非執行董事及董事會副主席，自二零二五年八月一日起生 效。 李進先生辭任 李先生已於二零二五年七月十六日提請辭任非執行董事及董事會副主席職 務。根據李先生之辭任函：(i)李先生之辭任乃出於北大荒商貿集團（香港）國際 貿易有限公司（「北大荒香港」）之工作安排調整；及(ii)李先生除對於二零二五 年六月三十日下午五時三十分舉行之董事會會議（「該會議」）被指 ...

Market Overview - The A-share market showed weakness today, with the Shanghai Composite Index closing down by 0.18% and a total trading volume of 1.02 trillion yuan. Over 2,600 stocks rose while 2,576 fell, with 95 stocks hitting the daily limit up and 5 hitting the limit down [1]. Sector Performance - The agricultural chemical sector saw significant gains in the afternoon, with Zhongqi Co. hitting the daily limit up. Other stocks like Zhongnong United, Guangxin Co., and Lier Chemical also reached the limit up [1]. - Consumer goods stocks performed strongly throughout the day, particularly in the beverage manufacturing and clothing sectors, which had the highest gains [1]. Historical Highs - A total of 23 stocks reached historical closing highs today, with a concentration in the machinery equipment, pharmaceutical biology, and food and beverage sectors, featuring 6, 5, and 2 stocks respectively [2]. - The average increase for stocks that reached historical highs was 6.98%, with notable gainers including Hahai Huadong, Jinlongyu, and Jinghua Laser [2]. Institutional Activity - In the institutional trading board, 10 stocks saw net purchases from institutions, with Xinghui Co. leading at a net buy of 34.13 million yuan, followed by Qingdao Jinwang at 26.84 million yuan [5]. - Conversely, stocks like Xindadi and Nuofeng experienced net sales exceeding 40 million yuan [4]. Northbound Capital - Northbound capital saw net purchases in stocks like Greebo and Fenghuo Electronics exceeding 20 million yuan, while net sales over 20 million yuan were recorded for Baili Electric and San Sheng Guo Jian [6]. Corporate Announcements - Sichuan Road and Bridge is planning to acquire 100% equity of Chengdu Xinzhu Transportation Technology Co. from its controlling shareholder, which is expected to constitute a related party transaction [7]. - Muyuansheng has submitted an application for issuing H-shares and listing on the Hong Kong Stock Exchange [7]. - Keke Technology plans to repurchase shares for an employee stock ownership plan, with a budget of 10 to 20 million yuan [7]. - Zhizhi Co. announced a commitment from its controlling shareholder to not reduce their holdings from May 30 to December 31, 2025 [8].

Financial Performance - For the year ended December 31, 2024, the Group's revenue was approximately HK$182.09 million, a decrease of 17.13% from HK$219.73 million in 2023[12]. - The Group's gross profit for the year was approximately HK$42.66 million, down from HK$60.04 million in 2023[12]. - The loss from continuing operations for the year was approximately HK$28.10 million, compared to a loss of HK$23.12 million in 2023[12]. - The loss attributable to owners for the year was HK$25.55 million, an improvement from a loss of HK$31.53 million in 2023[11]. - The average shareholders' equity decreased to HK$423.05 million from HK$710.91 million in 2023[11]. - The return on average equity for the year was -69.92%, compared to -21.57% in 2023[11]. Debt and Liquidity - Total indebtedness at year-end was HK$108.09 million, significantly reduced from HK$553.36 million in 2023[11]. - The Group's total debt to total capital ratio improved to 31.15% from 47.52% in 2023[11]. - The current ratio as of December 31, 2024, was approximately 0.71, compared to approximately 1.03 as of December 31, 2023, reflecting a decrease in liquidity[38]. - The Group's total bank loans and other borrowings decreased to approximately HK$28,770,000 as of December 31, 2024, from approximately HK$441,650,000 as of December 31, 2023, a reduction of about 93.5%[39]. - The gearing ratio as of December 31, 2024, was approximately 85.54%, significantly improved from approximately 199.67% as of December 31, 2023, indicating a healthier financial structure[41]. Business Strategy and Growth - The Group plans to control costs and focus on existing resources to strengthen its business organically and through acquisitions[13]. - The Group aims to diversify its business mix and will invest in similar businesses with experienced partners[13]. - The Group entered into an investment cooperation agreement to establish Hunan Magic Foods Technology Company Limited, targeting the production of 100,000 tons of konjac semi-finished products and 10,000 tons of konjac snack foods annually[47]. - The main target market for Magic Foods is China, with potential future expansion into other countries, reflecting confidence in the konjac foods market's development prospects[48]. - A cooperation framework agreement was signed with Jiangcheng County Government for an intensive processing project for imported konjac, aiming to create a complete industrial chain from planting to sales[53]. - The Company proposed to acquire the entire issued shares of Huapan and Hao Resources Co., Ltd., indicating strategic growth through potential acquisitions[55]. Acquisitions and Investments - The Company has entered into a framework agreement to acquire the entire issued shares of the Target Company, which holds the BOT concession for the "Laos Boten International Port Health and Animal and Plant Inspection and Quarantine Center" project[58]. - The Target Company will share 90% of the profits from the project operating company with the Louang Namtha Province Government of Laos during the 90-year operation period[60]. - The Proposed Acquisition is subject to due diligence, which will conclude on February 28, 2025[65]. - The consideration for the Proposed Acquisition will be negotiated further between the Company and the Potential Purchaser[61]. - The Company has also agreed to acquire approximately 51% of the issued share capital of Hunan Tianyu Ecological Agriculture Development Co., Ltd for a cash consideration of RMB 14,280,000[74]. - The acquisition is expected to provide a stable and recurrent source of income for the group and enhance its asset base in Mainland China[85]. Corporate Governance - The Company has complied with all code provisions of the Corporate Governance Code during the year ended December 31, 2024, ensuring transparency and accountability to shareholders[160]. - The Board is responsible for strategic decisions and performance oversight, with daily operations delegated to management, ensuring a clear governance structure[163]. - The independent non-executive Directors play a crucial role in providing independent judgment on strategic issues, safeguarding shareholder interests[168]. - The Company emphasizes the importance of Board diversity to enhance performance and achieve strategic objectives[199]. - The selection of Board candidates is based on a variety of factors including gender, age, and professional experience, focusing on merit and contribution[200]. Restructuring and Legal Matters - The company is actively exploring debt restructuring options due to liquidity constraints and financial challenges, including engaging with creditors and stakeholders[103][106]. - The Creditors' Scheme was sanctioned by the High Court on November 29, 2023, but has not yet become effective pending registration and an initial cash payment of HK$45,000,000[114]. - The restructuring plan aims to release all of the company's indebtedness and liabilities to creditors, which is deemed beneficial for shareholders[135]. - The company was ordered to pay damages of HK$4,394,000 related to a lawsuit from a former director, with an appeal filed on March 6, 2023, against a lower judgment of HK$2,944,000[100][102].

Financial Performance - For the fiscal year ending December 31, 2024, the company reported a revenue of HKD 182,085,000, a decrease of 17% from HKD 219,729,000 in 2023[2] - The gross profit for the same period was HKD 42,659,000, down 29% from HKD 60,043,000 in the previous year[2] - The operating loss increased to HKD 11,482,000 compared to a profit of HKD 11,456,000 in 2023[3] - The total comprehensive loss for the year was HKD 521,468,000, significantly higher than HKD 174,397,000 in 2023[4] - The company reported a loss per share of HKD 4.60 for total operations, compared to HKD 2.42 in 2023[4] - The group reported a total loss from continuing operations of HKD 28,097,000 for the year, with a pre-tax loss of HKD 30,899,000[20] - The loss from continuing operations (after tax) was approximately HKD 28,100,000, compared to a loss of approximately HKD 23,120,000 in 2023, indicating an increase in losses due to reduced revenue and gross profit[49] Assets and Liabilities - The company's net assets decreased to HKD 238,905,000 from HKD 611,237,000 in the previous year, indicating a decline of approximately 61%[6] - The current liabilities exceeded current assets by HKD 38,467,000, indicating a negative working capital situation[6] - Total assets for the continuing operations amounted to HKD 442,947,000, with classified assets of HKD 513,507,000[21] - The group’s current liabilities net value was approximately HKD 38,470,000 as of December 31, 2024, compared to approximately HKD 35,970,000 in the previous year[57] - The company’s total liabilities included trade payables of HKD 148,781,000 and other payables of HKD 117,096,000, indicating a significant level of outstanding obligations[35] Cash Flow and Financing - The company has a cash flow forecast that suggests it will have sufficient operating funds to meet its financial obligations over the next twelve months[10] - Cash generated from operating activities was HKD 47,904,000, significantly higher than HKD 9,987,000 in the previous year[34] - The company’s cash flow from financing activities showed a net outflow of HKD 47,421,000, compared to HKD 11,809,000 in the previous year, indicating increased financing pressures[34] - The group is currently negotiating with banks to secure necessary financing to meet operational and financial needs in the near future[11] Discontinued Operations - The company recorded a significant loss from discontinued operations amounting to HKD 271,645,000, compared to HKD 122,470,000 in 2023[3] - The company reported a significant loss of HKD 271,645,000 from discontinued operations for the year ended December 4, 2024[32] - The group has terminated operations in the segments related to liquor, construction and development, financing leasing, and mineral and food trading during the year[17] Investment and Growth Strategies - The group plans to continue expanding its core business segments and seek investments in other potential profitable businesses[61] - The company has signed an investment cooperation agreement to establish Hunan Magic Food Technology Co., Ltd., aiming to produce and sell 100,000 tons of konjac raw materials and 10,000 tons of konjac snacks and prepared dishes annually[62] - The konjac food market is expected to provide a continuous profit source, with a cooperation framework agreement signed with Jiangcheng County Government for deep processing of konjac products[63] - A framework agreement was established for the potential acquisition of all shares of Huapan and Hao Resources Ltd., which holds a BOT concession for a project in Laos[64][65] Restructuring and Debt Management - The company is currently facing financial challenges and is exploring various feasible options for debt restructuring, including a creditor plan[77] - A creditor meeting was held on November 20, 2023, with 30 creditors holding a total principal amount of HKD 1,009,153,816.42, representing 98.46% of the total voting debt, attending the meeting[79] - The creditor plan was approved by the High Court on November 29, 2023, and will take effect upon certain conditions being met, including an initial cash payment of HKD 45 million[80] - The restructuring is viewed as a strategic response to current market challenges, aimed at orderly debt settlement and improving the company's financial and liquidity position[87] Corporate Governance and Compliance - The company has complied with the corporate governance code, except for certain deviations regarding training records and the absence of a CEO position since June 24, 2016[101][102] - The group’s audited consolidated annual performance for the year ending December 31, 2024, complies with relevant accounting standards, laws, and regulations[105] Employee and Operational Changes - As of December 31, 2024, the group has approximately 45 employees, down from about 147 in 2023, with total employee costs around HKD 5,770,000[97] - The company did not recommend any dividend for the year ending December 31, 2024, consistent with the previous year[99]

Financial Performance - Revenue for the six months ended June 30, 2024, was HK$424,135,000, an increase from HK$404,966,000 in the same period of 2023, representing a growth of 4.3%[4] - Gross profit decreased to HK$41,608,000 from HK$52,644,000 year-on-year, reflecting a decline of 21%[4] - Loss for the period was HK$57,532,000, compared to a loss of HK$38,624,000 in the previous year, indicating a deterioration of 48.9%[5] - Basic and diluted loss per share attributable to ordinary equity holders of the parent was HK$0.96, up from HK$0.67 in 2023[5] - Total comprehensive expense for the period amounted to HK$76,367,000, down from HK$103,838,000 in the same period last year[5] - The Group's loss attributable to equity holders for the six months ended June 30, 2024, was HK$60,449,000, compared to a loss of HK$42,207,000 in 2023[53] - Basic and diluted loss per share for the six months ended June 30, 2024, was HK$0.96, compared to HK$0.67 in 2023, indicating a deterioration in performance[54] Assets and Liabilities - Non-current assets decreased to HK$628,217,000 as of June 30, 2024, from HK$678,632,000 at the end of 2023[6] - Current assets increased to HK$1,221,646,000 from HK$1,183,600,000, showing a growth of 3.2%[6] - Total equity decreased to HK$534,870,000 as of June 30, 2024, down from HK$611,237,000 at December 31, 2023, representing a decline of approximately 12.5%[8] - Current liabilities increased to HK$1,219,696,000 from HK$1,147,626,000, reflecting a rise of about 6.3%[7] - Total non-current liabilities decreased to HK$95,297,000 from HK$103,369,000, indicating a reduction of approximately 7.8%[7] - Cash and cash equivalents at the end of the period decreased to HK$9,365,000 from HK$17,652,000, indicating a reduction of approximately 47.1%[11] - The Group's net assets attributable to owners of the parent decreased to approximately HK$540.81 million from HK$620.01 million[104] Cash Flow and Financing - Net cash flows generated from operating activities amounted to HK$15,162,000 for the six months ended June 30, 2024, compared to HK$23,763,000 for the same period in 2023[11] - The company reported a net cash decrease of HK$3,549,000 for the period, contrasting with an increase of HK$5,648,000 in the previous year[11] - The Group plans to control costs and focus on existing resources to strengthen and grow the business through organic growth and acquisitions[78] - The Company is negotiating with investors for further financing, including equity financing, bank borrowing, and issuance of new convertible bonds to improve liquidity[19] - The Company has conditionally agreed to issue 850 million subscription shares for an aggregate subscription price of HK$85 million as part of a restructuring plan[19] Restructuring and Legal Matters - The Company is exploring various options for debt restructuring, including engaging with creditors and potential investors[129] - A creditors' scheme has been proposed, allowing scheme creditors to receive shares or cash dividends in full settlement of their claims, which may involve the disposal of certain subsidiaries at nominal consideration[22] - The Company has faced legal claims, including a judgment requiring it to pay damages of HK$4,394,000 related to a share option dispute[117] - The Company has signed a consent summons to withdraw a petition for winding up filed against it, resolving a debt issue of HK$7,197,841.10[119] Segment Performance - The group is organized into six reportable operating segments: wine and liquor, food products trading, construction and development, financial leasing, mineral products, and rental[31] - Revenue from trading of food products increased to HK$239,890,000 in 2024, up 16.7% from HK$205,491,000 in 2023[42] - Revenue from mineral products decreased to HK$87,403,000 in 2024, down 13.7% from HK$101,340,000 in 2023[42] - The wine and liquor business generated no revenue during the period (2023: HK$Nil) due to incomplete resumption of sales points and delivery services after the lifting of anti-coronavirus measures in the PRC[81] Governance and Compliance - The Company has complied with all provisions of the Corporate Governance Code throughout the period, except for the non-compliance with Rule 3.10A regarding the ratio of independent non-executive Directors[163] - The audit committee has reviewed the unaudited consolidated results for the period, ensuring compliance and accuracy in reporting[3] - The roles of chairman and chief executive are not separated, as the company has not had a chief executive officer since June 24, 2016[162] - The Company is in the process of identifying a suitable candidate for appointment as an additional independent non-executive Director to comply with Rule 3.10A by October 31, 2024[163]

Financial Performance - Revenue for the six months ended June 30, 2024, was HKD 424,135,000, an increase of 4.3% compared to HKD 404,966,000 for the same period in 2023[1] - Gross profit decreased to HKD 41,608,000, down 21.0% from HKD 52,644,000 year-on-year[1] - The company reported a loss before tax of HKD 57,527,000, compared to a loss of HKD 38,621,000 in the previous year, representing a 48.9% increase in losses[2] - Total comprehensive loss for the period was HKD 76,367,000, a decrease from HKD 103,838,000 in the same period last year[3] - The company reported a pre-tax loss of HKD 57,527,000 for the six months ended June 30, 2024, compared to a pre-tax loss of HKD 38,624,000 for the same period in 2023, indicating a deterioration in financial performance[14] - The pre-tax loss for the period was HKD 60,449,000, compared to a loss of HKD 42,207,000 in the previous year, indicating a worsening financial performance[24] - Basic and diluted loss per share was HKD 0.96, compared to HKD 0.67 in the previous year, reflecting a 43.3% increase in losses per share[24] - The net loss after tax was approximately HKD 57,530,000, compared to a loss of HKD 38,620,000 in the previous year[43] Assets and Liabilities - Non-current assets decreased to HKD 628,217,000 from HKD 678,632,000, reflecting a decline of 7.4%[4] - Current assets increased to HKD 188,992,000, up from HKD 163,782,000, marking a growth of 15.4%[4] - The company’s cash and cash equivalents were HKD 9,365,000, down from HKD 12,996,000, indicating a decrease of 27.0%[4] - The total liabilities increased to HKD 1,219,696,000 from HKD 1,147,626,000, an increase of 6.3%[4] - As of June 30, 2024, the group's net asset value attributable to equity holders was approximately HKD 540,810,000, down from HKD 620,010,000 at the end of the previous year[49] - The current ratio as of June 30, 2024, was 1.00, compared to 1.03 at the end of the previous year[49] - Total bank and other borrowings amounted to approximately HKD 498,100,000, an increase from HKD 441,650,000 at the end of the previous year[50] - The debt-to-equity ratio was 66.13% as of June 30, 2024, compared to 63.20% at the end of the previous year[50] Revenue Segments - Total revenue for the six months ended June 30, 2024, was HKD 327,293,000, with significant contributions from the food trading segment, which generated HKD 239,890,000[15] - The company’s revenue from logistics and warehousing rental totaled HKD 98,135,000 during the reporting period[17] - Customer contract revenue for food sales increased to HKD 239,890,000, up 16.7% from HKD 205,491,000 in the previous year[18] - Total revenue recognized at a point in time reached HKD 327,293,000, a 6.4% increase from HKD 306,831,000 year-on-year[18] - Other income from leasing rose to HKD 93,582,000, compared to HKD 87,847,000, reflecting a growth of 6.5%[18] - The food trading business generated revenue of approximately HKD 239,890,000, accounting for 56.56% of total revenue, up from 50.74% in the previous year[36] - The mining business recorded revenue of approximately HKD 87,400,000, representing 20.61% of total revenue, down from 25.03% in the previous year[38] - The leasing business generated revenue of approximately HKD 93,580,000, accounting for 22.06% of total revenue, an increase from 21.69% in the previous year[39] - The financing leasing business recorded revenue of HKD 3,260,000, down from HKD 10,290,000, representing 0.77% of total revenue compared to 2.54% in the previous year[40] Cost Management and Operational Focus - Management is focusing on cost control measures to enhance operational performance and cash flow[8] - The group plans to continue controlling costs and focus on internal expansion and acquisitions to strengthen and develop its business[34] - Selling and distribution expenses decreased by 11.25% to approximately HKD 8,440,000, representing 1.99% of total revenue[44] - Administrative expenses were approximately HKD 42,960,000, a decrease of 7.69% from HKD 46,540,000 in the previous year[45] - Financing costs increased to approximately HKD 48,550,000, up from HKD 36,840,000 in the previous year due to increased default interest expenses[46] Financing and Restructuring Efforts - The company is exploring additional financing options, including equity financing and bank loans, to improve liquidity[9] - The company has implemented several measures to ensure sufficient working capital to meet current requirements, although the effectiveness of these measures remains uncertain[11] - A creditor plan was presented to the company's creditors, which was approved by 26 out of 30 voting creditors during the meeting held on November 20, 2023[10] - The company is exploring various feasible options for debt restructuring due to current liquidity constraints and financial challenges, including a creditor plan involving the issuance of shares and asset sales[59] - A hearing for the creditor plan was initially scheduled for June 16, 2023, but was postponed multiple times, with the latest hearing held on November 29, 2023, where the plan was approved[60][61] - The creditor plan will become effective upon the registration of the court's approval and the receipt of an initial cash payment of HKD 45,000,000[61] - The company entered into a restructuring agreement for the conditional subscription of 850,000,000 shares at a total subscription price of HKD 85,000,000, equivalent to HKD 0.10 per share, representing approximately 11.24% of the enlarged issued share capital[62] - The restructuring special general meeting was held on August 9, 2024, where all proposed resolutions were formally approved by independent shareholders[62] Governance and Compliance - The company has adopted a code of ethics and securities trading that complies with the standards set by the Hong Kong Stock Exchange[67] - The company does not currently meet the requirement of having at least one-third independent non-executive directors on the board, as of July 1, 2024[69] - The company is actively seeking suitable candidates to appoint as independent non-executive directors to comply with relevant regulations by October 31, 2024[69] Other Information - The company did not recommend any dividend payment for the period, consistent with the previous year[23] - There were no purchases, sales, or redemptions of the company's listed securities during the period[65] - The company has adopted new accounting standards effective from January 1, 2024, which did not have a significant impact on financial performance or disclosures[12] - There were no significant events after the reporting period up to the date of this announcement[70]