香港聯交所 年度報告 2019/20 目錄 | 財務摘要 | 2 | | --- | --- | | 主席報告 | 3 | | 管理層討論與分析 | 5 | | 董事及高級管理層履歷 | 10 | | 董事會報告 | 12 | | 企業管治報告 | 19 | | 環境、社會及管治報告 | 27 | | 獨立核數師報告 | 47 | | 綜合損益表 | 54 | | 綜合損益及其他全面收益表 | 55 | | 綜合財務狀況表 | 56 | | 綜合權益變動表 | 58 | | 綜合現金流量表 | 61 | | 綜合財務報表附註 | 63 | | 五年財務概要 | 127 | | 公司資料 | 128 | 財務摘要 經營業績 | | 截至六月三十日止年度 | | | | --- | --- | --- | --- | | | 二零二零年 二零一九年 | | 變動(%) | | | （人民幣百萬元） （人民幣百萬元） | | | | 已申報財務資料 | | | | | 收入 | 451.8 | 52.8 | 755.7 | | 其他收入 | 7.6 | 8.6 | -11.6 | | 除稅前溢利 | 33.1 | ...

[Financial Highlights](index=3&type=section&id=Financial%20Highlights) The company's financial performance for the period shows significant revenue growth and reduced losses, alongside changes in its financial position Operating Performance Summary (Six Months Ended December 31) | Metric | 2019 (Unaudited) | 2018 (Unaudited) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | RMB 116.9 million | RMB 9.4 million | +1,143.6% | | Profit before interest, tax, depreciation and amortization | RMB 4.2 million | RMB -5.7 million | +173.7% | | Loss before tax | RMB -1 million | RMB -11.2 million | -91.1% | | Loss attributable to shareholders | RMB -2.8 million | RMB -11.2 million | -75.0% | | Basic loss per share | RMB -0.002 | RMB -0.009 | -77.8% | Financial Position Summary | Metric | December 31, 2019 (Unaudited) | June 30, 2019 (Audited) | | :--- | :--- | :--- | | Total assets | RMB 134.6 million | RMB 119.7 million | | Cash and cash equivalents | RMB 10.7 million | RMB 18.3 million | | Shareholders' funds | RMB 103.7 million | RMB 105.4 million | | Current ratio | 1.78 times | 2.60 times | [Chairman's Statement](index=4&type=section&id=Chairman's%20Statement) The Chairman's Statement highlights significant progress despite economic challenges, particularly in resuming share trading, and outlines future business expansion plans - Despite challenges from the China-US trade war and economic slowdown, the Group made significant progress, especially in submitting a resumption proposal to the Stock Exchange for share trading[9](index=9&type=chunk) - During the review period, total revenue from plantation and fruit distribution businesses surged approximately **11.4 times** to about **RMB 116.9 million**, driven by fruit distribution expansion and the 'Royalstar' brand development[10](index=10&type=chunk) - Looking ahead, the Group plans to expand fruit distribution and enhance plantation cost control and productivity, while cautiously assessing and mitigating the potential economic impact of the recent coronavirus outbreak[11](index=11&type=chunk) [Management Discussion and Analysis](index=6&type=section&id=Management%20Discussion%20and%20Analysis) This section provides an in-depth review of the Group's business operations, financial performance, liquidity, and other significant corporate developments [Business Review](index=6&type=section&id=Business%20Review) The Group primarily operates two core businesses: plantation in Guangxi, China, for fresh oranges, and fruit distribution under its 'Royalstar' brand - The Group's two core businesses are plantation operations, primarily cultivating fresh oranges in Hepu, Guangxi, and fruit distribution under its 'Royalstar' brand[16](index=16&type=chunk) - The Group is continuously expanding its fruit distribution business by acquiring new clients and strengthening supplier relationships to enhance the market recognition and penetration of its 'Royalstar' brand[17](index=17&type=chunk) [Financial Review](index=6&type=section&id=Financial%20Review) During the period, total revenue surged **11.5 times** to **RMB 116.9 million**, driven by a **16.5-fold** increase in fruit distribution revenue, significantly narrowing loss attributable to shareholders by **75.0%** to **RMB 2.8 million** Segment Revenue (Six Months Ended December 31) | Business Segment | 2019 (RMB) | 2018 (RMB) | Change (%) | | :--- | :--- | :--- | :--- | | Plantation Business | RMB 4.919 million | RMB 2.940 million | +67.3% | | Fruit Distribution Business | RMB 112.0 million | RMB 6.414 million | +1,646.1% | | **Total** | **RMB 116.9 million** | **RMB 9.354 million** | **+1,149.9%** | - Fruit distribution business revenue significantly increased by nearly **16.5 times**, primarily due to an increase in customer numbers and the inclusion of more high-value fruits in the product portfolio[21](index=21&type=chunk) - Loss attributable to shareholders significantly decreased by **75.0%** from **RMB 11.2 million** in the prior period to **RMB 2.8 million**, mainly due to substantial revenue growth and reduced depreciation, staff costs, and administrative expenses[30](index=30&type=chunk) - The Board does not recommend the payment of an interim dividend for the review period[31](index=31&type=chunk) [Liquidity and Financial Resources](index=8&type=section&id=Liquidity%20and%20Financial%20Resources) As of December 31, 2019, the Group had no bank borrowings, holding net cash of approximately **RMB 10.7 million**, a decrease from the beginning of the period, with the current ratio declining from **2.60** to **1.78**, yet maintaining sufficient working capital and strict cost control Liquidity Ratios | Metric | December 31, 2019 | June 30, 2019 | | :--- | :--- | :--- | | Net cash position | RMB 10.7 million | RMB 18.3 million | | Current ratio | 1.78 | 2.60 | | Quick ratio | 1.35 | 2.13 | - As of the end of the reporting period, the Group had no debt instruments, bank borrowings, or pledged assets[33](index=33&type=chunk)[35](index=35&type=chunk) [Other Significant Matters](index=9&type=section&id=Other%20Significant%20Matters) Company shares have been suspended from trading on the Stock Exchange since September 2016; despite meeting most resumption conditions, the Listing Committee decided to delist due to insufficient operations, a decision the company is appealing - The Company's shares have been suspended from trading on the Main Board of the Stock Exchange since **September 29, 2016**[42](index=42&type=chunk) - The Stock Exchange Listing Committee decided on **September 13, 2019**, to cancel the Company's listing status due to its failure to resume share trading by the specified date[46](index=46&type=chunk) - The Company has submitted a review request to the Listing Review Committee to review the delisting decision; the review hearing has been postponed twice, and share trading remains suspended[48](index=48&type=chunk)[49](index=49&type=chunk)[50](index=50&type=chunk) [Condensed Consolidated Financial Statements](index=10&type=section&id=Condensed%20Consolidated%20Financial%20Statements) This section presents the condensed consolidated financial statements, including the income statement, statement of comprehensive income, statement of financial position, statement of changes in equity, and cash flow statement [Condensed Consolidated Statement of Profit or Loss](index=11&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss) For the six months ended December 31, 2019, the company reported **RMB 116.9 million** in revenue, a significant year-on-year increase, with a loss for the period of **RMB 2.833 million**, substantially narrowed from **RMB 11.229 million** in the prior year Profit or Loss Statement Summary (Six Months Ended December 31) | Metric | 2019 (Unaudited) | 2018 (Unaudited) | | :--- | :--- | :--- | | Revenue | RMB 116,917 thousand | RMB 9,354 thousand | | Loss before tax | RMB (1,005) thousand | RMB (11,229) thousand | | Loss for the period attributable to owners of the Company | RMB (2,833) thousand | RMB (11,229) thousand | | Basic loss per share | RMB (0.002) | RMB (0.009) | [Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=12&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) After including other comprehensive income items like exchange differences, total comprehensive loss attributable to owners for the six months ended December 31, 2019, was **RMB 1.668 million**, a significant reduction from **RMB 21.019 million** in the prior year Comprehensive Income Statement Summary (Six Months Ended December 31) | Metric | 2019 (Unaudited) | 2018 (Unaudited) | | :--- | :--- | :--- | | Loss for the period | RMB (2,833) thousand | RMB (11,229) thousand | | Exchange differences on translation of financial statements of overseas operations | RMB 1,165 thousand | RMB (9,790) thousand | | Total comprehensive loss for the period attributable to owners of the Company | RMB (1,668) thousand | RMB (21,019) thousand | [Condensed Consolidated Statement of Financial Position](index=12&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of December 31, 2019, the Group's total assets were **RMB 134.6 million** and total equity was **RMB 103.7 million**, with total assets increasing and total equity slightly decreasing compared to June 30, 2019, while net current assets remained stable Statement of Financial Position Summary | Metric | December 31, 2019 | June 30, 2019 | | :--- | :--- | :--- | | Total assets | RMB 134,643 thousand | RMB 119,735 thousand | | Total equity | RMB 103,728 thousand | RMB 105,396 thousand | | Total liabilities | RMB 30,915 thousand | RMB 14,339 thousand | | Net current assets | RMB 23,802 thousand | RMB 22,902 thousand | [Condensed Consolidated Statement of Changes in Equity](index=15&type=section&id=Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) For the six months ended December 31, 2019, total equity attributable to owners decreased from **RMB 105.4 million** at the beginning of the period to **RMB 103.7 million** at the end, primarily due to a loss for the period partially offset by positive exchange reserve movements - Total equity decreased by **RMB 1.668 million** during the period, comprising a loss for the period of **RMB 2.833 million** and other comprehensive income (exchange differences) of **RMB 1.165 million**[61](index=61&type=chunk) [Condensed Consolidated Cash Flow Statement](index=17&type=section&id=Condensed%20Consolidated%20Cash%20Flow%20Statement) During the review period, net cash outflow from operating activities was **RMB 8.16 million**, a significant improvement year-on-year, with cash and cash equivalents at period-end totaling **RMB 10.657 million**, down from **RMB 18.262 million** at the beginning of the period Cash Flow Statement Summary (Six Months Ended December 31) | Metric | 2019 (Unaudited) | 2018 (Unaudited) | | :--- | :--- | :--- | | Net cash used in operating activities | RMB (8,160) thousand | RMB (25,680) thousand | | Net cash used in investing activities | RMB (917) thousand | RMB (43) thousand | | Net cash used in financing activities | RMB (600) thousand | - | | Net decrease in cash and cash equivalents | RMB (9,677) thousand | RMB (25,723) thousand | | Cash and cash equivalents at end of period | RMB 10,657 thousand | RMB 21,069 thousand | [Notes to the Interim Financial Information](index=17&type=section&id=Notes%20to%20the%20Interim%20Financial%20Information) This section provides detailed notes on the interim financial information, covering the basis of preparation, segment data, revenue breakdown, and related party transactions [Basis of Preparation](index=20&type=section&id=Basis%20of%20Preparation) The basis of preparation for these interim financial statements addresses the sale of previously deconsolidated Chinese subsidiaries and the significant uncertainty regarding the Group's going concern ability due to continuous losses and operating cash outflows, mitigated by board-approved measures [Deconsolidation of Subsidiaries](index=21&type=section&id=Deconsolidation%20of%20Subsidiaries) The report explains that certain Chinese subsidiaries were deconsolidated from **July 1, 2015**, due to management's inability to access their full accounts and uncooperative management, with these subsidiaries subsequently sold in the financial year ended **June 30, 2019**, and related gains recognized - Certain Chinese subsidiaries were deconsolidated from **July 1, 2015**, due to management's inability to access their complete accounting records and uncooperative management[84](index=84&type=chunk)[87](index=87&type=chunk) - The deconsolidated subsidiaries (Guoxiangyuan Group and Xinya Group) were sold during the year ended **June 30, 2019**[86](index=86&type=chunk) [Going Concern Basis of Accounting](index=24&type=section&id=Going%20Concern%20Basis%20of%20Accounting) The report highlights significant uncertainty regarding the Group's going concern ability due to net operating loss and cash outflow for the six months ended December 31, 2019; however, the Board deems the going concern basis appropriate given measures like sales promotion, cost control, and a major shareholder's financial support commitment - The Group recorded a net operating loss of approximately **RMB 2.833 million** and net operating cash outflow of approximately **RMB 8.16 million**, indicating significant uncertainty that may cast doubt on the Group's ability to continue as a going concern[90](index=90&type=chunk) - To address liquidity pressure, management has implemented several measures, including: (1) striving to promote sales activities; (2) strictly controlling administrative and capital expenditures; and (3) securing a financial support commitment from a major shareholder[90](index=90&type=chunk) [Segment Information](index=28&type=section&id=Segment%20Information) The Group's operations are divided into plantation and fruit distribution; during the period, fruit distribution became the primary revenue and profit driver, turning a loss into significant profit, while plantation losses also narrowed considerably Segment Results (Six Months Ended December 31) | Segment | 2019 (RMB thousand) | 2018 (RMB thousand) | | :--- | :--- | :--- | | **Revenue** | | | | Plantation Business | 4,919 | 2,940 | | Fruit Distribution Business | 111,998 | 6,414 | | **Segment Results** | | | | Plantation Business | 947 | (7,298) | | Fruit Distribution Business | 7,012 | 64 | [Revenue](index=31&type=section&id=Revenue) The Group's total revenue primarily stems from sales of fresh oranges, other citrus fruits, and diverse other fruits, with the latter experiencing explosive growth during the period to become the main revenue component Revenue by Product Category (Six Months Ended December 31) | Product Category | 2019 (RMB thousand) | 2018 (RMB thousand) | | :--- | :--- | :--- | | Sales of fresh oranges and other citrus fruits | 37,061 | 6,922 | | Sales of other fruits | 79,856 | 2,432 | | **Total** | **116,917** | **9,354** | [Related Party Transactions](index=40&type=section&id=Related%20Party%20Transactions) Significant related party transactions for the period primarily involved key management personnel compensation, totaling **RMB 2.633 million**, largely consistent with the prior year Key Management Personnel Compensation (Six Months Ended December 31) | Item | 2019 (RMB thousand) | 2018 (RMB thousand) | | :--- | :--- | :--- | | Short-term employee benefits | 2,625 | 2,567 | | Defined contribution retirement plan contributions | 8 | 8 | | **Total** | **2,633** | **2,575** | [Other Information](index=40&type=section&id=Other%20Information) This section provides additional information on director and major shareholder interests, corporate governance practices, and the review of financial statements [Directors' and Major Shareholders' Interests](index=41&type=section&id=Directors'%20and%20Major%20Shareholders'%20Interests) As of December 31, 2019, Chairman, Executive Director, and CEO Mr. Ng Ong Nee was deemed interested in **179,252,394 shares**, representing **14.34%** of the total issued share capital, held through Changjiang Tailin Management Limited, in which he holds a **50%** equity interest - Company Chairman Mr. Ng Ong Nee holds a **14.34%** equity interest in the Company through Changjiang Tailin Management Limited, in which he holds a **50%** equity interest[145](index=145&type=chunk)[149](index=149&type=chunk)[151](index=151&type=chunk) [Corporate Governance Code](index=43&type=section&id=Corporate%20Governance%20Code) The company adopted the Corporate Governance Code but had deviations during the period, including the Chairman and CEO being the same person, no nomination committee, and some directors' absence from the AGM - The Company deviates from the Corporate Governance Code, with Mr. Ng Ong Nee serving as both Chairman and Chief Executive Officer, a dual role the Board believes enhances overall strategic planning efficiency[154](index=154&type=chunk) - The Company has not established a nomination committee, as the Board deems it unnecessary given the Group's current size and development stage[155](index=155&type=chunk) [Review of Financial Statements](index=44&type=section&id=Review%20of%20Financial%20Statements) The company's Audit Committee, comprising three independent non-executive directors, has reviewed the Group's unaudited consolidated financial statements and this interim report for the six months ended December 31, 2019 - The Audit Committee has reviewed this interim report and the unaudited consolidated financial statements, discussing internal controls and financial reporting matters with management[162](index=162&type=chunk) [Company Information](index=44&type=section&id=Company%20Information) This section provides essential company details, including board members, company secretary, principal place of business, registered office, auditor, legal advisors, and share registrar [Company Basic Information](index=44&type=section&id=Company%20Basic%20Information) This section provides fundamental company details, including the list of Board members, company secretary, principal place of business, registered office, auditor, legal advisors, and share registrar - This section lists core company information, including executive, non-executive, and independent non-executive directors, the auditor (National Alliance CPA Limited), and detailed addresses of various registered offices[164](index=164&type=chunk)[165](index=165&type=chunk)

Financial Performance - For the fiscal year ending June 30, 2019, total revenue was RMB 52.8 million, a decrease of 2.6% compared to RMB 54.2 million in 2018[4] - Other income increased significantly by 145.7%, reaching RMB 8.6 million compared to RMB 3.5 million in the previous year[4] - The company reported a profit before tax of RMB 541.6 million, a substantial improvement from a loss of RMB 221.8 million in the prior year, marking a 344.2% change[4] - Basic earnings per share were RMB 0.433, compared to a loss of RMB 0.177 per share in the previous year, reflecting a 344.6% increase[4] - The total assets of the company decreased to RMB 119.7 million from RMB 167.0 million, indicating a need for strategic asset management[4] - The group recorded a gain from the sale of subsidiaries amounting to approximately RMB 580,500,000, with a profit from the first sale of approximately RMB 591,600,000 and a loss of RMB 11,100,000 from the final sale[20] - Operating loss for the year was approximately RMB 38,900,000, while profit attributable to shareholders was approximately RMB 541,600,000, a significant change due to the gain from the sale of subsidiaries[24] - The company recorded a net operating loss attributable to owners of approximately RMB 38,913,000 for the year ended June 30, 2019, with an operating cash outflow of about RMB 26,448,000[155] Business Operations - The company generated approximately RMB 35.5 million in revenue from its planting business during the fiscal year, primarily from fresh orange harvests[8] - Revenue from the fruit distribution business was approximately RMB 17.3 million, indicating a growing market presence[8] - The company aims to enhance its fruit distribution business by expanding distribution channels and networks to better serve potential customers across China[9] - The company completed the sale of its subsidiaries, including Guo Xiang Yuan Food Holdings Limited, which will streamline operations and focus on core business areas[14] - The company is exploring the feasibility of planting dragon fruit at its Guangxi Houp Planting Base, anticipating increased demand in the next decade[9] - The company aims to become one of the leading citrus fruit planting enterprises in China, focusing on high-quality, fresh, and safe citrus fruits, primarily oranges[169] Corporate Governance - The board of directors includes both executive and independent non-executive members, ensuring a diverse governance structure[81] - The company has a history of maintaining a stable governance framework with experienced board members[81] - The board has adopted a nomination policy to evaluate candidates for directorship based on various factors, including integrity, industry experience, and diversity[133] - The board diversity policy aims to ensure a balanced representation of skills, experience, and perspectives, considering various conditions such as gender, age, and professional background[134] - The company has established a remuneration committee to review and approve the overall remuneration policy for employees and executives[109] - The company has confirmed the independence of its non-executive directors as per the Hong Kong Stock Exchange listing rules[84] Compliance and Regulatory Matters - The company has been suspended from trading on the Hong Kong Stock Exchange since September 29, 2016, and on AIM since September 28, 2016[42][45] - The company has submitted multiple documents to the Stock Exchange to demonstrate compliance with resumption conditions, which include addressing audit qualifications and clarifying allegations[48] - The company aims to resolve all audit qualifications by July 31, 2019, as part of its plan to restore trading status[51] - The company believes it has met the conditions for continued listing under Rule 13.24, ensuring sufficient operational levels and asset values[57] - The company continues to comply with listing rules and will provide updates on any significant changes or developments[58] Environmental, Social, and Governance (ESG) Practices - The company has committed to environmental, social, and governance (ESG) principles, ensuring compliance with relevant laws and regulations in its operations[170] - During the reporting period, the company did not record any violations regarding emissions, waste, or other environmental responsibilities[176] - The company has implemented policies to minimize adverse environmental impacts and prevent pollution, while efficiently using energy, water, and other resources[176] - The company continues to invest in new equipment to reduce energy costs and lower environmental impact from air emissions[177] - The company emphasizes communication with stakeholders, including shareholders, employees, and customers, to address their concerns regarding ESG matters[172] Workforce and Labor Practices - The total number of employees decreased to 40 from 93 in 2018, reflecting a significant reduction in workforce[34] - The group has implemented a comprehensive labor welfare and protection policy, ensuring compliance with labor laws in both mainland China and Hong Kong[191] - There were no recorded wage disputes or complaints during the reporting period, and all employee obligations, including salary and benefits, were fulfilled[191] - The group provides internal job training for new employees to enhance their understanding of company history, structure, and safety operations[200] - The group strictly prohibits the employment of child labor and forced labor, with regular management reviews in place[190]

中期報告 2018/19 僅供識別 INTERIM REPORT 2018/19 2018/2019 中期報告 INTERIM REPORT For identication purposes only 目錄 | 財務摘要 | 2 | | --- | --- | | 主席報告 | 3 | | 管理層討論與分析 | 4 | | 簡明綜合損益表 | 13 | | 簡明綜合損益及其他全面收益表 | 14 | | 簡明綜合財務狀況表 | 15 | | 簡明綜合權益變動表 | 17 | | 簡明綜合現金流量表 | 20 | | 中期財務資料附註 | 21 | | 其他資料 | 42 | | 公司資料 | 48 | 本中期報告以環保紙印製 財務摘要 經營業績 | | 截至十二月三十一日止六個月 | | | | --- | --- | --- | --- | | | 二零一八年 | 二零一七年 | 變動(%) | | | （未經審核） | （未經審核） | | | | （人民幣百萬元） | （人民幣百萬元） | | | 已申報財務資料 | | | | | 收入 | 9.4 | – | 100.0 | | 其他收入 | 8. ...