Financial Performance - For the fiscal year ending June 30, 2023, the company reported revenue of RMB 110.0 million, a decrease of 23.4% compared to RMB 143.6 million for the previous year[3]. - The company recorded a net loss attributable to shareholders of RMB 58.7 million, an increase in loss of 183.6% from RMB 20.7 million in the prior year[3]. - Total assets decreased by 18.4% to RMB 188.1 million from RMB 230.6 million year-over-year[3]. - Cash and cash equivalents fell by 45.7% to RMB 26.1 million, down from RMB 48.1 million[3]. - For the fiscal year ending June 30, 2023, the total revenue recorded by the company was approximately RMB 110.0 million, a decrease of 23.4% compared to RMB 143.6 million in 2022[19]. - The planting business generated revenue of approximately RMB 0.7 million, down 92.2% from RMB 8.5 million in 2022, primarily due to the impact of COVID-19 lockdowns on crop management[20]. - The fruit distribution business reported revenue of approximately RMB 55.6 million, a decline of 54.8% from RMB 123.2 million in the previous year, affected by pandemic-related restrictions[21]. - The air conditioning distribution business achieved revenue of approximately RMB 53.8 million, an increase of 351.4% from RMB 11.9 million in 2022, indicating successful market penetration[21]. - The company recorded other income of approximately RMB 5.2 million, down from RMB 7.6 million in 2022, mainly from management income related to agreements with individual farmers[23]. - A significant impairment loss of approximately RMB 32.4 million was recorded for property, plant, and equipment, attributed to the adverse effects of COVID-19 on the planting business[24]. - Employee costs increased by approximately 40.5% to RMB 11.8 million, up from RMB 8.4 million in 2022, due to the expansion of the air conditioning distribution business[28]. - The loss attributable to the owners of the company for the year ended June 30, 2023, was approximately RMB 58.7 million, an increase from RMB 20.7 million in 2022, mainly due to impairment losses and decreased revenue from planting and distribution businesses[33]. Business Operations - The company expanded its passion fruit cultivation to diversify its income sources and reduce reliance on citrus fruits[7]. - The air conditioning distribution business began generating significant revenue, contributing a major portion to the company's overall income[7]. - The company acquired a Chinese fruit distribution company to enhance its market presence despite the challenges posed by the pandemic[7]. - The outlook for the planting business is optimistic as restrictions related to COVID-19 are lifted, allowing farmers to better care for their crops[10]. - The company anticipates steady growth in the air conditioning distribution business due to increasing demand driven by climate change[10]. - The company is actively engaging with domestic suppliers to ensure a stable supply of high-quality fruits for its distribution business[10]. - The company plans to adopt a cautious approach in its planting and fruit distribution businesses due to ongoing challenges in the Chinese market[16]. - The air conditioning distribution business is expected to continue stable growth in 2023 and 2024, as demand remains less affected by overall consumer sentiment[16]. - The company aims to expand its fruit distribution business by acquiring new customers and establishing more supply agreements despite a challenging operating environment[21]. Corporate Governance - The company was incorporated in Bermuda on June 4, 2003, and its main business includes the cultivation, sale of agricultural products, and distribution of fruits[62]. - The board of directors underwent changes, with the appointment of Liu Jie as an independent non-executive director on July 11, 2022, and the resignation of He Xiaohong on December 30, 2022[74]. - The company has adopted a new share option scheme effective from December 30, 2020, allowing for a ten-year period for granting options[83]. - The board consists of six members as of June 30, 2023, including one executive director, one non-executive director, and four independent non-executive directors[122]. - The company has established a remuneration committee to review and approve the overall remuneration policy for the group[106]. - The company has complied with the corporate governance code, with some deviations noted regarding the roles of the chairman and CEO being held by the same individual[117]. - The independent auditor for the consolidated financial statements is Deloitte, with a resolution to reappoint them to be presented at the upcoming annual general meeting[114]. - The company has maintained good corporate governance practices to enhance accountability and transparency to investors and shareholders[117]. - The board regularly meets to discuss matters affecting the group's operations, ensuring that all directors have access to relevant information[120]. - The company has established three committees: audit, nomination, and remuneration, each with specific responsibilities[136]. - The company has achieved measurable targets under its board diversity policy during the reporting period[127]. - The attendance record for board meetings shows active participation, with Ng Ong Nee attending 4 out of 15 board meetings[132]. - The company emphasizes the importance of independent professional advice for directors in fulfilling their duties[131]. - The board's diversity policy considers various factors, including gender, age, cultural background, and professional experience[126]. Environmental, Social, and Governance (ESG) - The company continues to prioritize environmental, social, and governance (ESG) goals, ensuring sustainable development and a healthy work environment for employees[173]. - The management team regularly evaluates ESG activities and reports to the board, ensuring compliance with relevant laws and regulations[176]. - Key performance indicators related to ESG matters are regularly collected and reviewed to ensure compliance and performance improvement[177]. - The company engages with stakeholders through various communication channels, including shareholder meetings and direct inquiries, to address concerns and gather feedback[179]. - The company has identified critical ESG areas through stakeholder engagement, focusing on air emissions, resource usage, and employee health and safety[183]. - The company aims to minimize adverse environmental impacts while balancing cost reduction and resource efficiency in its operations[185]. - Direct emissions of sulfur oxides decreased by 65.08% to 0.22 kg in 2023 from 0.63 kg in 2022[192]. - Direct emissions of nitrogen oxides decreased by 65.82% to 296.07 kg in 2023 from 866.14 kg in 2022[192]. - Direct emissions of suspended particulates decreased by 65.82% to 13.73 kg in 2023 from 40.17 kg in 2022[192]. - Direct carbon dioxide equivalent emissions decreased by 65.82% to 39.00 tons in 2023 from 114.11 tons in 2022[192]. - Indirect carbon dioxide equivalent emissions from the Houp Plant decreased by 27.09% to 100.11 tons in 2023 from 137.30 tons in 2022[192]. - Indirect carbon dioxide equivalent emissions from the China office decreased by 35.97% to 4.29 tons in 2023 from 6.70 tons in 2022[192]. - The company plans to reduce air pollutants and carbon dioxide equivalent emissions to within 1% to 3% in the coming year under similar operating conditions[196]. - The company has implemented measures to train and monitor employees on energy and fuel usage to reduce air pollutants and carbon emissions[196]. - The company has not received any violations or warnings from government environmental agencies during the reporting period[189]. - The company adheres to all local environmental laws and regulations and is committed to minimizing adverse environmental impacts[189]. - The company did not plant any trees during the reporting period due to the ongoing impact of the COVID-19 pandemic[197]. - The wastewater generated mainly comes from daily cleaning needs of employees at the Chinese office and the planting site, with no significant discharge recorded[197]. - The company reported that the total amount of hazardous, non-hazardous, and organic waste remained the same as the previous reporting period, with minimal hazardous waste generated[198]. - The company has implemented measures to encourage employees to reduce the generation of non-hazardous and hazardous waste[198]. - The company invested in specialized equipment to control weed growth without using chemical herbicides, producing organic fertilizer from collected organic waste[200]. - The company's operations did not produce any noise or light emissions during the reporting period, as the planting fields are distanced from residential areas[200]. - The company is committed to improving energy efficiency and minimizing emissions and waste generation, fully complying with applicable environmental laws and regulations[200].

Financial Performance - The company reported revenue of approximately RMB 21.1 million for the six months ended December 31, 2022, a decrease of 76.7% compared to RMB 90.6 million for the same period in 2021[12]. - The net loss for the period was approximately RMB 18.6 million, compared to a net profit of RMB 1.4 million for the same period in 2021, representing a decline of 1,428.6%[12]. - Total revenue for the company decreased by 76.7% to RMB 21,145,000 from RMB 90,582,000 in the previous year[29]. - The company reported a net loss attributable to owners of RMB 18,634,000 for the six months ended December 31, 2022, compared to a profit of RMB 1,423,000 in the same period of 2021[60]. - The company's planting business revenue decreased by approximately 91.1% to RMB 574,000 compared to RMB 6,440,000 in the same period last year[29]. - The fruit distribution business recorded revenue of approximately RMB 673,000, down 99.2% from RMB 84,142,000 year-on-year, primarily due to strict COVID-19 control measures in Shenzhen[30]. - The air conditioning distribution business generated revenue of approximately RMB 19,898,000, marking a 100% increase as it commenced operations following the acquisition of Shenzhen Jinlong Construction Engineering Co., Ltd.[30]. Asset and Cash Position - The company's total assets decreased by 10.9% to RMB 205.4 million as of December 31, 2022, down from RMB 230.6 million as of June 30, 2022[6]. - Cash and cash equivalents fell by 47.0% to RMB 25.5 million from RMB 48.1 million[6]. - The company's cash position decreased to approximately RMB 25,500,000 as of December 31, 2022, down from RMB 48,100,000 as of June 30, 2022[50]. - The current ratio and quick ratio as of December 31, 2022, were 5.51 and 4.68, respectively, indicating improved liquidity compared to 3.87 and 3.16 as of June 30, 2022[50]. - Total equity decreased to RMB 185,718,000 from RMB 201,520,000, a decline of approximately 7.8%[67]. - The company reported a net cash outflow from operating activities of RMB 22,510,000 for the six months ended December 31, 2022, compared to RMB 39,685,000 for the same period in 2021[69]. Business Operations and Strategy - The company expanded its passion fruit cultivation, which has begun to yield positive results and provide a new source of income[10]. - The air conditioning distribution business started generating significant revenue, becoming a major contributor to the company's total income[10]. - The company plans to acquire all equity of Shaanxi Pinshang Agricultural Products Trading Co., Ltd., which is expected to enhance sales channels and increase market penetration in North China[14]. - The company anticipates a gradual recovery in its planting business as restrictions related to COVID-19 are lifted in 2023, allowing farmers to properly care for citrus trees[13]. - The logistics and distribution operations are expected to return to normal as traffic restrictions are lifted, which will positively impact the fruit distribution business[13]. - The company aims to diversify its product offerings by sourcing new varieties of fruits from overseas suppliers[14]. - The group has successfully expanded passion fruit planting, generating initial revenue despite limited scale production[24]. - The group continues to seek new customers and supply agreements to expand its fruit distribution business despite challenges posed by the pandemic[25]. Employee and Operational Costs - Employee costs increased by approximately 51.4% to RMB 5,300,000, primarily due to the inclusion of costs from Jinlong Construction and an increase in headcount[36]. - The company incurred a loss of RMB 6,463,000 due to impairment losses recognized on property, plant, and equipment[93]. - The company recognized impairment losses on property, plant, and equipment of approximately RMB 6,500,000, attributed to reduced recoverable amounts related to the planting business[35]. - The company is required to pay a fixed monthly amount of RMB 300,000 to its partner due to rising agricultural land costs, impacting operational expenses[44]. Shareholder and Capital Structure - The company has issued a total of 2,499,637,884 shares as of December 31, 2022, unchanged from the previous period[49]. - Major shareholders include Gong Zemin with 419,298,000 shares (16.77%), Xu Guodian with 276,243,000 shares (11.05%), and Liu Peng with 221,981,000 shares (8.88%) as of December 31, 2022[154]. - The total number of shares available for issuance under the 2020 Share Option Scheme is 124,963,788, which is about 10% of the issued shares at the time of the scheme's adoption[159]. - The company has not issued any unexercised share options under the 2020 Share Option Scheme as of December 31, 2022[160]. Compliance and Governance - The company has complied with all provisions of the corporate governance code, except for the combined role of Chairman and CEO held by Ng Ong Nee since August 4, 2015[169]. - The audit committee, consisting of three independent non-executive directors, is responsible for reviewing the company's financial controls and risk management systems[175]. - The company has adopted the standard code of conduct for securities transactions as per the listing rules, with all directors confirming compliance for the six months ending December 31, 2022[170].

Financial Performance - The company reported a revenue of RMB 143.6 million for the year ended June 30, 2022, a decrease of 26.6% compared to RMB 195.6 million for the previous year[3]. - The net loss for the year was approximately RMB 20.7 million, compared to a net profit of RMB 4.0 million in the previous year, representing a decline of 617.5%[3]. - Total assets decreased by 13.4% to RMB 230.6 million from RMB 266.3 million in the previous year[4]. - Cash and cash equivalents saw a significant decline of 71.4%, dropping to RMB 48.1 million from RMB 167.9 million[4]. - For the fiscal year ending June 30, 2022, the company reported total revenue of approximately RMB 143,600,000, a decrease of 26.6% compared to RMB 195,600,000 in the previous year[22]. - The planting business generated revenue of RMB 8,510,000, down 67.5% from RMB 26,174,000 in the previous year, primarily due to the impact of lockdown measures on citrus care and maintenance[23][25]. - The fruit distribution business recorded revenue of RMB 123,155,000, a decrease of 27.3% from RMB 169,444,000, attributed to import difficulties and adverse weather conditions affecting fruit quality[23][25]. - Other income for the fiscal year was approximately RMB 7,600,000, down from RMB 9,400,000 in the previous year, mainly from business cooperation agreements with individual farmers[27]. - The group reported a loss attributable to shareholders of approximately RMB 20,700,000 for the year ended June 30, 2022, compared to a profit of RMB 4,000,000 in 2021, primarily due to reduced orange harvests and increased distribution expenses[33]. - The group had a net cash position of approximately RMB 48,100,000 as of June 30, 2022, down from RMB 167,900,000 in 2021, with no debt instruments or bank borrowings[42]. Business Operations and Strategy - The company is exploring new fruit varieties for import to expand its product offerings and mitigate risks associated with local supply constraints[12]. - The company has initiated trial planting of passion fruit to diversify its agricultural operations and improve gross margins[7]. - The company completed the acquisition of a company at the end of 2021, which has begun to show positive results in its air conditioning distribution business[8]. - The company remains optimistic about the growth of its air conditioning distribution business due to expected increased demand driven by climate change[11]. - The company is closely monitoring the innovation in its planting business and implementing cost control measures to enhance productivity[9]. - The company anticipates that the performance of its planting business will stabilize and recover to pre-pandemic levels depending on the overall demand for fruits in China[9]. - The company is actively seeking to expand its fruit distribution business by acquiring new customers and establishing more supply agreements across different cities in China[20]. - The company aims to diversify its business portfolio and enhance profitability in response to the challenging operating environment in the fruit industry[21]. - The company’s brand "Royalstar" has strengthened its recognition and relationships with suppliers and customers, contributing to business growth and market penetration[20]. Cost Management and Expenses - Employee costs for the year ended June 30, 2022, were approximately RMB 8,400,000, down 7.7% from RMB 9,100,000 in 2021, mainly due to a voluntary salary waiver by an executive director and reduced accommodation expenses[29]. - Distribution and other operating expenses increased to approximately RMB 6,600,000 for the year ended June 30, 2022, compared to RMB 900,000 in 2021, driven by a significant rise in imported fruit service fees, which reached approximately RMB 6,100,000[30]. - General and administrative expenses rose to approximately RMB 16,700,000 for the year ended June 30, 2022, from RMB 14,200,000 in 2021, largely due to office relocation costs and termination fees paid to a farmer[31]. - The group continues to adopt strict cost control and prudent financial policies to manage operations effectively[44]. Governance and Compliance - The board of directors did not recommend a final dividend for the year ended June 30, 2022, compared to no dividend in 2021[39]. - The company has undergone changes in its board of directors, with new appointments made in 2022 to enhance governance[81]. - The board composition was adjusted with the appointment of independent non-executive directors, ensuring compliance with listing rules regarding board member independence[80]. - The company has established a remuneration committee to review and approve the overall remuneration policy and compensation packages for executive directors and senior management[111]. - The board is responsible for the long-term strategy, management, R&D innovation, and financial performance of the group[127]. - The company has implemented a standard code of conduct for securities trading by directors, confirming compliance for the fiscal year ending June 30, 2022[124]. - The company has established a clear organizational structure to define responsibilities and authority, ensuring effective governance[128]. - The board emphasizes the importance of a strong corporate culture for long-term business sustainability, promoting values such as integrity, collaboration, and ethical conduct[156]. Environmental, Social, and Governance (ESG) Initiatives - The company maintains its environmental, social, and governance (ESG) management structure and processes consistent with the previous reporting period[174]. - The management team is responsible for evaluating ESG activities and drafting action plans based on updates from regional and departmental managers[174]. - The company continues to invest resources to monitor ESG matters, policies, and performance to ensure compliance with relevant laws and regulations[175]. - Key performance indicators related to ESG matters are regularly reviewed and monitored, particularly in legal and social compliance[179]. - The company has identified significant environmental aspects, including air emissions, wastewater, waste discharge, resource usage, and climate change[179]. - The company aims to create a "green environment" by implementing policies to minimize adverse environmental impacts while balancing cost reduction[181]. - The company adheres to various environmental laws, including the Environmental Protection Law of the People's Republic of China and the Air Pollution Prevention and Control Law[182]. - The company encourages employees to conserve water and use resources responsibly[200]. Emissions and Resource Management - Direct emissions of sulfur oxides decreased by 11.27% to 0.63 kg in 2022 from 0.71 kg in 2021[187]. - Direct emissions of nitrogen oxides decreased by 10.83% to 866.14 kg in 2022 from 971.29 kg in 2021[187]. - Direct emissions of particulate matter decreased by 10.81% to 40.17 kg in 2022 from 45.04 kg in 2021[187]. - Direct emissions of CO2 equivalent decreased by 12.41% to 114.11 tons in 2022 from 130.28 tons in 2021[187]. - The company aims to reduce air pollutants and CO2 equivalent emissions at the Hainan plantation to within 1% to 3% in the coming year[189]. - The company has implemented measures to train employees on energy and fuel efficiency to reduce emissions[189]. - The energy consumption at the Houpou plantation was 170,729 kWh for the year ending June 30, 2022, reflecting a slight increase of 0.49% compared to 169,900 kWh in the previous year[197]. - The electricity consumption at the China office surged by 346.76%, reaching 8,332 kWh, due to relocation to a larger office space[197]. - The Hong Kong office recorded a significant decrease in electricity consumption by 80.35%, with usage dropping to 20,904 kWh[197]. - Water consumption at the Houpou plantation increased by 7.09%, amounting to 44,100 cubic meters[199]. - The Hong Kong office's water consumption decreased by 86.15%, with usage dropping to 32 cubic meters[199].

Financial Performance - Revenue for the six months ended December 31, 2021, was approximately RMB 90.6 million, a decrease of 24.6% compared to RMB 120.2 million for the same period in 2020[5] - Profit before tax dropped to RMB 2.7 million, down 68.6% from RMB 8.6 million in the previous year[5] - Shareholders' profit decreased by 77.8% to RMB 1.4 million from RMB 6.3 million year-on-year[5] - The operating profit for the group was approximately RMB 1,400,000, a decrease of about 88.0% compared to RMB 6,300,000 for the six months ended December 31, 2020, primarily due to increased distribution and operational costs[37] - The net profit attributable to the owners of the company for the six months ended December 31, 2021, was RMB 1,423,000, down 77.4% from RMB 6,307,000 in the same period of 2020[53] - Basic and diluted earnings per share for the six months ended December 31, 2021, were 0.06 cents, compared to 0.50 cents for the same period in 2020[53] - The segment performance for the planting business showed a profit of RMB 2,741,000, down 41.0% from RMB 4,653,000 in the previous year[78] - The fruit distribution business reported a segment profit of RMB 3,397,000, a decline of 55.1% from RMB 7,546,000 in the prior year[78] Assets and Liabilities - Total assets as of December 31, 2021, were RMB 231.2 million, a decline of 13.2% from RMB 266.3 million as of June 30, 2021[6] - The total liabilities decreased significantly from RMB 51,797,000 to RMB 15,667,000, a reduction of 69.8%[78] - The company reported a total equity of RMB 215,543,000 as of December 31, 2021, slightly up from RMB 214,528,000 as of June 30, 2021[61] - Non-current assets increased to RMB 134,167,000 as of December 31, 2021, from RMB 72,886,000 as of June 30, 2021[59] - Current assets decreased to RMB 97,043,000 as of December 31, 2021, from RMB 193,439,000 as of June 30, 2021[59] Cash Flow and Expenditures - The net cash used in operating activities for the six months ended December 31, 2021, was RMB 39,685,000, compared to RMB 11,792,000 for the same period in 2020, indicating a significant increase in cash outflow[66] - Cash used in investing activities amounted to RMB 63,753,000 for the six months ended December 31, 2021, compared to RMB 4,946,000 in the previous year, reflecting increased investment expenditures[66] - The net decrease in cash and cash equivalents was RMB 103,438,000 for the six months ended December 31, 2021, compared to RMB 17,300,000 for the same period in 2020, highlighting a substantial decline in liquidity[66] - The company incurred RMB 51,171,000 in capital expenditures for property, plant, and equipment during the reporting period, a significant increase from RMB 215,000 in the previous year[66] Business Strategy and Market Outlook - The company is exploring strategies to expand its business by sourcing new fruit varieties from overseas to import into China[11] - The establishment of a fruit distribution center is planned to enhance distribution processing and storage capacity following the acquisition of land and properties[13] - The company remains optimistic about the market penetration of its brand "Royalstar" despite ongoing challenges from the COVID-19 pandemic and global logistics issues[11] - The current economic environment is expected to continue affecting consumer demand for quality fruits, leading to potential temporary declines[11] - The company aims to implement cost control and productivity management processes to improve its planting techniques and operations[11] - The company aims to expand its fruit distribution network by acquiring new customers and establishing more supply agreements[22] - The company anticipates that the fruit planting and trading industry in China will recover in the second half of 2022 as the pandemic is expected to be controlled[18] Challenges and Risks - The ongoing COVID-19 pandemic continues to pose challenges, including increased cross-border import costs and unpredictable import regulations[20] - The group faces unprecedented challenges in the fruit distribution business due to the COVID-19 pandemic and global logistics issues[36] - The current economic environment is expected to continue affecting consumer demand for quality fruits, leading to potential temporary declines[11] Corporate Governance and Shareholder Information - The company has adopted the corporate governance code as per the listing rules, with a deviation regarding the absence of a nomination committee due to the group's size and current development stage[151] - The company holds 7.17% of its issued share capital through a subsidiary owned by its chairman and CEO, Ng Ong Nee[133] - As of December 31, 2021, major shareholders include Mr. Gong Zemin with 419,298,000 shares (16.77%), Mr. Xu Guodian with 276,243,000 shares (11.05%), and Mr. Liu Peng with 221,981,000 shares (8.88%)[137] - The company has confirmed compliance with the standard code of conduct for securities trading by all directors for the six months ending December 31, 2021[156] - Following the resignation of independent non-executive directors on December 30, 2021, the board is seeking suitable candidates to fill the vacancies within three months[158] Employee and Management Information - Employee costs decreased by approximately 21.6% to RMB 3,500,000, primarily due to a voluntary waiver of director remuneration and reduced accommodation expenses[29] - The remuneration for key management personnel for the six months ended December 31, 2021, was RMB 1,273,000, a decrease from RMB 1,963,000 in the same period of 2020[120] - The group has adopted a competitive compensation scheme to attract and retain talent, with 29 long-term employees as of December 31, 2021[46]

年度報告 2020/21 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 | 14 | | 董事會報告 | 16 | | 企業管治報告 | 24 | | 環境、社會及管治報告 | 32 | | 獨立核數師報告 | 57 | | 綜合損益表 | 62 | | 綜合損益及其他全面收益表 | 63 | | 綜合財務狀況表 | 64 | | 綜合權益變動表 | 66 | | 綜合現金流量表 | 68 | | 綜合財務報表附註 | 70 | | 五年財務概要 | 123 | | 公司資料 | 124 | 財務摘要 經營業績 | | 截至六月三十日止年度 | | 變動(%) | | --- | --- | --- | --- | | | 二零二一年 二零二零年 | | | | | （人民幣百萬元） （人民幣百萬元） | | | | 已申報財務資料 | | | | | 收入 | 195.6 | 451.8 | –56.7 | | 其他收入 | 9.4 | 7.6 | 23.7 | | 除稅前溢利 | 7.3 | 33.1 | ...

(股份代號: 香港聯交所: 73) (於百慕達註冊成立的有限公司) 2020/21 中期報告 僅供識別 目錄 財務摘要 主席報告 管理層討論與分析 簡明綜合損益表 11 簡明綜合損益及其他全面收益表 12 簡明綜合財務狀況表 13 簡明綜合權益變動表 15 簡明綜合現金流量表 16 中期財務資料附註 17 其他資料 32 公司資料 36 2 3 5 財務摘要 經營業績 | | 截至十二月三十一日止六個月 | | 變動(%) | | --- | --- | --- | --- | | | 二零二零年 | 二零一九年 | | | | （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 | 120.2 | 116.9 | 2.8 | | 其他收入 | | 6.7 | 16.4 | | 除稅前溢利╱（虧損） | 7.8 | -1.0 | 960.0 | | | 8.6 | | | | 股東應佔溢利╱（虧損） | 6.3 | -2.8 | 325.0 | | 每股基本盈利╱（虧損）（人民幣） | 0.50分 | -0.23分 | 317. ...

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. ...