FF301 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 公司名稱: 佳寧娜集團控股有限公司（於百慕達註冊成立之有限公司） 呈交日期: 2025年8月4日 I. 法定/註冊股本變動 | 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) | 00126 | 說明 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 2,000,000,000 | HKD | | 0.1 HKD | | 200,000,000 | | 增加 / 減少 (-) | | | | | | HKD | | | | 本月底結存 | | | 2,000,000,000 | HKD | | 0.1 HKD | | 200,000,000 | 本月底法定/ ...

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告的內容概不 負責，對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告 全部或任何部份內容而產生或因倚賴該等內容而引致的任何損失承擔任何責 任。 本公告僅供參考，並不構成收購、購買或認購本公司證券之邀請或要約。 佳寧娜集團控股有限公司 CARRIANNA GROUP HOLDINGS COMPANY LIMITED （於百慕達註冊成立之有限公司） （股份代號：00126） 可換股債券條款及條件之建議第二次修訂 可換股債券之建議第二次修訂 根據可換股債券之條款及條件，可換股債券已於二零二五年七月三十一日到 期。於二零二四年七月三十一日，本公司已根據可換股債券之條件贖回認購 人B所持可換股債券之本金額8,000,000港元，即認購人B所持可換股債券之 全部本金額。於本公告日期，該等認購人所持可換股債券的未償還本金總額 合共為67,425,251.80港元（由認購人A及認購人C分別持有30,000,000港元及 37,425,251.80港元）。 2 可換股債券之建議第二次修訂 根據可換股債券之條款及條件，可換股債券已於二零二五年七月三十一 日到期。 ...

| 目錄 | | | --- | --- | | 關於佳寧娜 | 2 | | 關於本報告 | 2 | | 管治架構 | 4 | | 持份者參與 | 4 | | 集團使命及願景 | 5 | | 董事會寄語 | 6 | | 環保 | 6 | | 排放物 | 7 | | 資源使用 | 9 | | 環境及天然資源 | 10 | | 對抗氣候變化 | 10 | | 社會層面 | 11 | | 僱傭及勞工常規 | 11 | | 僱傭 | 11 | | 健康與安全 | 13 | | 發展及培訓 | 15 | | 勞工準則 | 17 | | 營運慣例 | 18 | | 供應鏈管理 | 18 | | 產品責任 | 18 | | 反貪污 | 23 | | 社區 | 24 | | 社區投資 | 24 | | 香港聯合交易所有限公司《環境、社會及管治報告指引》索引 | 26 | 酒店、餐飲及食品業務 食品及餐飲業務乃本集團另一核心業務。我們目前在香港及內地五個城市經營多個餐廳及麵包店 品牌，包括傳統潮州菜酒樓「佳寧娜」及順德菜酒樓「順意」以及連鎖麵包店「馥軒」、「百樂麵包」及 「V28」。 我們分別於海南、昆明及深圳經營三間食品生產 ...

佳寧娜集團控股有限公司 | 2025年報 Contents 目錄 | Financial Highlights | 財務概要 | 2 | | --- | --- | --- | | Corporate Information | 公司資料 | 3 | | Chairman's Statement | 主席報告 | 5 | | Director and Senior Management's Biographies | 董事及高級管理人員簡歷 | 9 | | Corporate Governance Report | 企業管治報告 | 15 | | Business Review | 業務回顧 | 30 | | Financial Review | 財務回顧 | 46 | | Report of the Directors | 董事會報告書 | 52 | | Independent Auditor's Report | 獨立核數師報告 | 71 | | Consolidated Statement of Profit or Loss | 綜合損益表 | 80 | | Consolidated Statement ...

Core Viewpoint - Huilv Ecological plans to acquire 49% equity of Wuhan Junheng, constituting a significant asset restructuring and related party transaction [2][4] Group 1: Acquisition Details - The transaction involves issuing shares and cash to purchase 49% equity of Wuhan Junheng and raising supporting funds from no more than 35 qualified investors [5] - The major shareholders involved in the transaction include Peng Kaisheng, Xie Jiping, and Chen Zhaohua [5] Group 2: Stock Suspension and Timeline - Huilv Ecological's stock will be suspended from trading starting July 22, 2025, for a period not exceeding 10 trading days [4] - The company is expected to disclose the transaction plan by August 5, 2025, and will resume trading unless the board fails to meet this deadline [4] Group 3: Financial Performance - For the first half of 2025, the company expects a net profit of 36 million to 49 million, representing a year-on-year increase of 177.82% to 278.14% compared to the pre-restructuring period [8] - The net profit growth is attributed to the successful integration of Wuhan Junheng, which has shown strong synergy effects since its acquisition [8] Group 4: Current Shareholding Structure - Before the transaction, Huilv Ecological holds 51% of Wuhan Junheng, with the remaining shares held by other stakeholders including Peng Kaisheng (23%) and Xie Jiping (13.61%) [7]

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告的內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何 部份內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 佳寧娜集團控股有限公司 CARRIANNA GROUP HOLDINGS COMPANY LIMITED （於百慕達註冊成立之有限公司） （股份代號：00126） 截至二零二五年三月三十一日止年度業績公告 業績 佳寧娜集團控股有限公司（「本公司」）董事會（「董事會」）謹此宣佈，本公司及其附屬 公司（統稱「本集團」）截至二零二五年三月三十一日止年度之綜合業績連同去年之比 較數字載列如下： 綜合損益表 2 綜合全面收入報表 截至二零二五年三月三十一日止年度 | | | 二零二五年 | 二零二四年 | | --- | --- | --- | --- | | | 附註 | 千港元 | 千港元 | | 收入 | 3 | 577,521 | 661,856 | | 銷售成本 | | (335,426) | (398,069) | | 毛利 | | 242,095 | 263,787 | | 其他收入及收益，淨額 | ...

[Overall Performance Overview](index=1&type=section&id=Overall%20Performance%20Overview) [Consolidated Statement of Profit or Loss](index=1&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss) For the year ended March 31, 2025, the Group's revenue decreased by 12.7% to HK$577,521 thousand, with gross profit falling to HK$242,095 thousand, while the loss for the year significantly narrowed by 45.6% to HK$141,900 thousand, driven by reduced expenses and increased tax credits Consolidated Statement of Profit or Loss Key Data (HK$ thousand) | Metric | 2025 | 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 577,521 | 661,856 | -12.7% | | Cost of sales | (335,426) | (398,069) | -15.8% | | Gross profit | 242,095 | 263,787 | -8.3% | | Other income and gains, net | 15,845 | 48,714 | -67.4% | | Selling and distribution expenses | (125,463) | (141,847) | -11.6% | | General and administrative expenses | (88,883) | (119,075) | -25.4% | | Other expenses, net | (66,579) | (123,695) | -46.2% | | Finance costs | (107,860) | (127,036) | -15.0% | | Share of loss of associates | (56,075) | (64,870) | -13.5% | | Loss before tax | (186,920) | (264,022) | -29.2% | | Income tax credit | 45,020 | 2,933 | +1435.6% | | Loss for the year | (141,900) | (261,089) | -45.6% | | Loss attributable to owners of the parent | (135,187) | (250,250) | -46.0% | | Basic loss per share (HK cents) | (8.60) | (15.93) | -46.0% | [Consolidated Statement of Comprehensive Income](index=3&type=section&id=Consolidated%20Statement%20of%20Comprehensive%20Income) The total comprehensive loss for the year significantly narrowed by 67.1% to HK$160,606 thousand, primarily due to improved exchange differences and fair value changes of equity investments Consolidated Statement of Comprehensive Income Key Data (HK$ thousand) | Metric | 2025 | 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Loss for the year | (141,900) | (261,089) | -45.6% | | Exchange differences on translation of foreign operations | (26,588) | (145,950) | -81.8% | | Fair value changes of equity investments designated at fair value through other comprehensive income | 26,749 | (66,414) | +140.3% | | Total comprehensive loss for the year | (160,606) | (488,763) | -67.1% | | Total comprehensive loss attributable to owners of the parent | (153,778) | (475,748) | -67.7% | [Consolidated Statement of Financial Position](index=4&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, the Group's total assets less current liabilities were HK$3,609,223 thousand, with net assets slightly decreasing to HK$2,917,783 thousand, while net current liabilities improved to HK$814,511 thousand, but high interest-bearing bank borrowings of HK$1,260,478 thousand in current liabilities indicate liquidity pressure Consolidated Statement of Financial Position Key Data (HK$ thousand) | Metric | 2025 | 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Total non-current assets | 4,423,734 | 4,587,053 | -3.56% | | Total current assets | 1,154,551 | 1,547,858 | -25.3% | | Total current liabilities | (1,969,062) | (2,391,907) | -17.6% | | Net current liabilities | (814,511) | (844,049) | -3.5% | | Total assets less current liabilities | 3,609,223 | 3,743,004 | -3.57% | | Total non-current liabilities | (691,440) | (647,712) | +6.75% | | Net assets | 2,917,783 | 3,095,292 | -5.74% | | Cash and bank balances | 162,534 | 127,369 | +27.6% | | Interest-bearing bank borrowings (current) | (1,260,478) | (1,450,391) | -13.09% | | Interest-bearing bank borrowings (non-current) | (292,199) | (209,644) | +39.38% | [Notes to the Consolidated Financial Statements](index=6&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) [1. Accounting Policies](index=6&type=section&id=1.%20Accounting%20Policies) The Group's financial statements are prepared under HKFRSs using the historical cost convention, with some assets measured at fair value, and despite significant going concern uncertainties due to losses and high current interest-bearing borrowings, management has initiated plans to improve liquidity and financial position - The Group incurred a loss of **HK$141,900,000** for the year ended March 31, 2025, with interest-bearing borrowings in current liabilities amounting to **HK$1,260,478,000**, indicating significant uncertainties regarding its ability to continue as a going concern[9](index=9&type=chunk) - Management has implemented various plans and measures to improve liquidity and financial position, including reclassifying some interest-bearing borrowings to non-current liabilities, actively negotiating financing with banks, anticipating proceeds from the sale of residential units in the Haitan Street redevelopment project, identifying property buyers, accelerating trade receivables collection, and implementing financial performance improvement plans[9](index=9&type=chunk)[10](index=10&type=chunk)[11](index=11&type=chunk) - The adoption of revised HKFRSs during the year (including amendments to HKFRS 16, HKAS 1, and HKAS 7 with HKFRS 7) had no significant impact on the Group's financial position or performance[12](index=12&type=chunk)[13](index=13&type=chunk) [2. Operating Segment Information](index=9&type=section&id=2.%20Operating%20Segment%20Information) The Group operates in Catering, Food and Hotel, and Property Investment and Development segments, with the Catering, Food and Hotel segment reporting HK$472,523 thousand in revenue and a significantly narrowed loss of HK$22,539 thousand, while the Property Investment and Development segment generated HK$104,998 thousand in revenue and a reduced loss of HK$34,802 thousand Segment Revenue (HK$ thousand) | Segment | 2025 | 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Catering, Food and Hotel | 472,523 | 559,291 | -15.5% | | Property Investment and Development | 104,998 | 102,565 | +2.4% | | **Total** | **577,521** | **661,856** | **-12.7%** | Segment Results (HK$ thousand) | Segment | 2025 | 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Catering, Food and Hotel | (22,539) | (73,781) | -69.4% | | Property Investment and Development | (34,802) | (45,087) | -22.7% | | **Total** | **(57,341)** | **(118,868)** | **-51.8%** | [3. Revenue, Other Income and Gains, Net](index=12&type=section&id=3.%20Revenue,%20Other%20Income%20and%20Gains,%20Net) The Group's revenue primarily stems from catering, food, and hotel operations, which saw a 15.5% year-on-year decrease, and rental income, which slightly increased by 2.6%, with Hong Kong contributing 34.2% and Mainland China 65.8% of total revenue Revenue Source Analysis (HK$ thousand) | Revenue Source | 2025 | 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Catering, food and hotel operations revenue | 472,523 | 559,291 | -15.5% | | Proceeds from property sales, property management service income and commission income | 2,127 | 2,293 | -7.3% | | Total rental income | 102,871 | 100,272 | +2.6% | | **Total Revenue** | **577,521** | **661,856** | **-12.7%** | Revenue from External Customers (by Geographical Location, HK$ thousand) | Geographical Location | 2025 | 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Hong Kong | 197,603 | 229,051 | -13.7% | | Mainland China | 379,918 | 432,805 | -12.3% | | **Total** | **577,521** | **661,856** | **-12.7%** | - For the years ended March 31, 2025 and 2024, no single external customer accounted for 10% or more of the Group's total revenue[19](index=19&type=chunk) [4. Finance Costs](index=13&type=section&id=4.%20Finance%20Costs) Total finance costs for the year decreased by 15.0% to HK$107,860 thousand, mainly due to a reduction in interest on bank borrowings Finance Costs Analysis (HK$ thousand) | Item | 2025 | 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Interest on bank borrowings | 100,773 | 119,804 | -15.9% | | Interest on convertible bonds | 2,041 | 2,193 | -6.9% | | Interest on lease liabilities | 5,046 | 5,039 | +0.1% | | **Total** | **107,860** | **127,036** | **-15.0%** | [5. Loss Before Tax](index=13&type=section&id=5.%20Loss%20Before%20Tax) Loss before tax narrowed by 29.2% to HK$186,920 thousand, primarily influenced by increased fair value gains on financial assets at fair value through profit or loss, reduced goodwill impairment, and higher net fair value changes of investment properties Key Factors Affecting Loss Before Tax (HK$ thousand) | Item | 2025 | 2024 | Change | | :--- | :--- | :--- | :--- | | Depreciation of property, plant and equipment | 62,160 | 68,430 | Decrease | | Depreciation of right-of-use assets | 35,414 | 38,354 | Decrease | | Impairment of trade receivables, net | 74 | 2,943 | Significant decrease | | Impairment of property, plant and equipment, and right-of-use assets | 5,264 | 7,856 | Decrease | | Write-off of other receivables | 9,893 | – | New item | | Net fair value changes of investment properties | 57,583 | 38,047 | Increase | | Net fair value (gain)/loss on financial assets at fair value through profit or loss | (7,131) | 16,067 | Turned from loss to gain | | Fair value loss on redemption option of convertible bonds | – | 17,465 | Eliminated | | Impairment of goodwill | – | 24,419 | Eliminated | [6. Income Tax](index=14&type=section&id=6.%20Income%20Tax) Total income tax credit for the year significantly increased to HK$45,020 thousand, primarily due to a substantial rise in current tax credit Income Tax Analysis (HK$ thousand) | Item | 2025 | 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Current | (43,243) | 4,038 | From tax expense to credit | | Deferred | (1,777) | (6,971) | Decrease | | **Total income tax credit for the year** | **(45,020)** | **(2,933)** | **+1435.6%** | - Hong Kong Profits Tax rate is **16.5%**, with some subsidiaries subject to a two-tiered profits tax regime at **8.25%** for the first **HK$2,000,000** of assessable profits[23](index=23&type=chunk) [7. Dividends](index=14&type=section&id=7.%20Dividends) The Board does not recommend the payment of a final dividend for the year ended March 31, 2025, consistent with the prior year - The Board does not recommend the payment of a final dividend for the year ended March 31, 2025 (2024: nil)[24](index=24&type=chunk) [8. Loss Per Share Attributable to Ordinary Equity Holders of the Parent](index=14&type=section&id=8.%20Loss%20Per%20Share%20Attributable%20to%20Ordinary%20Equity%20Holders%20of%20the%20Parent) Both basic and diluted loss per share significantly narrowed to 8.60 HK cents from 15.93 HK cents last year, with no diluted adjustment due to the anti-dilutive effect of convertible bonds and share options Loss Per Share Calculation (HK$ thousand/share) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Loss attributable to ordinary equity holders of the parent | (135,187) | (250,250) | | Weighted average number of ordinary shares in issue during the year | 1,571,359,420 | 1,571,359,420 | | **Basic and diluted loss per share (HK cents)** | **(8.60)** | **(15.93)** | - The basic loss per share amount was not diluted as the outstanding convertible bonds and share options had an anti-dilutive effect on the basic loss per share amount[25](index=25&type=chunk) [9. Trade Receivables](index=15&type=section&id=9.%20Trade%20Receivables) Net trade receivables at the end of the reporting period decreased by 16.7% to HK$26,341 thousand, with catering, bakery, and hotel businesses primarily settling immediately or by credit card, while food sales typically have 30 to 90-day credit terms, and the Group maintains strict control over overdue balances Trade Receivables (HK$ thousand) | Item | 2025 | 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Trade receivables | 53,524 | 58,809 | -8.99% | | Impairment | (27,183) | (27,213) | -0.11% | | **Net** | **26,341** | **31,596** | **-16.7%** | Aging Analysis of Trade Receivables (HK$ thousand) | Aging | 2025 | 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Current to 30 days | 10,679 | 12,038 | -11.3% | | 31 to 60 days | 3,761 | 5,481 | -31.4% | | 61 to 90 days | 4,389 | 2,863 | +53.3% | | Over 90 days | 7,512 | 11,214 | -33.0% | | **Total** | **26,341** | **31,596** | **-16.7%** | [10. Trade Payables](index=16&type=section&id=10.%20Trade%20Payables) Total trade payables at the end of the reporting period slightly decreased to HK$48,364 thousand, are interest-free, and are typically settled within the normal operating cycle Aging Analysis of Trade Payables (HK$ thousand) | Aging | 2025 | 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Current to 30 days | 20,227 | 21,631 | -6.5% | | 31 to 60 days | 6,507 | 4,567 | +42.5% | | 61 to 90 days | 3,876 | 6,714 | -42.3% | | Over 90 days | 17,754 | 17,134 | +3.6% | | **Total** | **48,364** | **50,046** | **-3.36%** | [Other Information](index=17&type=section&id=Other%20Information) [Extracts from Independent Auditor's Report](index=17&type=section&id=Extracts%20from%20Independent%20Auditor's%20Report) The independent auditor affirmed that the consolidated financial statements fairly represent the Group's financial position and performance and were properly prepared, while highlighting significant going concern uncertainties without modifying their opinion - The auditor believes the consolidated financial statements fairly present, in all material respects, the Group's consolidated financial position as at March 31, 2025, and its consolidated financial performance and consolidated cash flows for the year then ended in accordance with Hong Kong Financial Reporting Standards[31](index=31&type=chunk) - The "Emphasis of Matter" paragraph in the auditor's report highlights that the Group incurred a net loss of **HK$141,900,000** for the year ended March 31, 2025, and had interest-bearing borrowings in current liabilities of **HK$1,260,478,000**, indicating a material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern, but the auditor's opinion was not modified in respect of this matter[32](index=32&type=chunk) [Management Discussion and Analysis](index=18&type=section&id=Management%20Discussion%20and%20Analysis) [Business Review](index=18&type=section&id=Business%20Review) The property segment's turnover slightly increased by 2.4% with reduced segment loss, driven by higher operating profit from property leasing and lower share of loss from associates, partially offset by increased net valuation losses on investment properties, while the catering, food, and hotel segment's turnover decreased by 15.5% due to reduced Hong Kong and Mainland China operations, but its segment loss significantly narrowed due to lower goodwill impairment, and hotel business turnover declined by 32% following the disposal of a hotel management company Business Segment Turnover and Loss (HK$ thousand) | Segment | 2025 Turnover | 2024 Turnover | Turnover Change (%) | 2025 Segment Loss | 2024 Segment Loss | Loss Change (%) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Property | 104,998 | 102,565 | +2.4% | (34,802) | (45,087) | -22.7% | | Catering, Food and Hotel | 472,523 | 559,291 | -15.5% | (22,539) | (73,781) | -69.4% | - The reduction in property segment loss was primarily due to a **HK$21,481 thousand** increase in operating profit from property leasing and sales business, and an **HK$8,795 thousand** decrease in share of loss from associates due to reduced impairment loss on the Haitan Street redevelopment project, partially offset by a **HK$19,536 thousand** increase in net valuation losses on investment properties compared to the previous year[33](index=33&type=chunk) - The West Wing of Dongguan Jia Hui Plaza project has been transformed into an outlet shopping mall, officially opening on June 14, 2025, introducing over **200** well-known domestic and international brands[34](index=34&type=chunk) - The Haitan Street redevelopment project in Sham Shui Po, Hong Kong, has completed construction and obtained occupation permits, with **105** residential units sold by year-end, while the Castle Peak Road redevelopment project has commenced its construction development phase, but the Group is re-evaluating future development strategies in response to the sluggish property market[35](index=35&type=chunk) - Catering turnover decreased by **16.1%**, mainly due to the closure of most Hong Kong-style "cha chaan teng" outlets, a high base effect post-COVID-19, and intense market competition and changing consumption patterns driven by economic weakness[37](index=37&type=chunk) - Food business turnover decreased by **32.3%**, primarily due to reduced mooncake sales, affected by a typhoon in Hainan disrupting the supply chain and subdued consumer sentiment; the Hainan food factory is fully operational and plans to produce Hainan specialty packaged foods and Chinese meat products[38](index=38&type=chunk) - Hotel business turnover decreased by **32%**, mainly due to the disposal of Yiyang Carrianna International Hotel Management Co., Ltd. during the period, aimed at realizing investments, reducing debt and interest expenses, and focusing on other profitable segments[39](index=39&type=chunk) [Outlook](index=21&type=section&id=Outlook) Facing significant economic uncertainties, including slow recovery in Mainland China, prolonged high interest rates in the US, and a declining real estate market, the Group remains cautiously optimistic for the coming year, focusing on Greater Bay Area business development, steady expansion of catering operations, and long-term confidence in the Hong Kong residential property market, while the food business will prioritize innovation and brand value to rebound, and the Group will implement cost optimization, market research, online sales expansion, and brand enhancement to achieve stable growth - Significant economic uncertainties persist with downside risks, primarily influenced by slow recovery in Mainland China, prolonged high interest rates in the US, a declining real estate market, and geopolitical tensions (such as the Middle East conflict leading to energy price volatility and supply chain disruptions)[41](index=41&type=chunk)[44](index=44&type=chunk) - Management will continue to focus on business development in the Greater Bay Area, steadily expanding catering operations leveraging the strong brand reputation of "Carrianna" Chaozhou cuisine and "Shun Yi" Shunde cuisine[41](index=41&type=chunk) - In property development, investment property portfolios in Mainland China and Hong Kong continue to provide stable income streams; management remains optimistic about the sale of remaining residential units in the Sham Shui Po Haitan Street redevelopment project and believes the Hong Kong residential property market will be supported in the long term by limited land supply and rigid end-user housing demand[42](index=42&type=chunk) - Carrianna branded food will actively adjust its strategy, focusing on innovation and enhancing brand value, vigorously promoting market expansion to achieve a rebound[42](index=42&type=chunk) - To address challenges, the Group will implement a series of measures, including continuous optimization of cost management, enhancing operational efficiency and financial control; strengthening market research to adjust product and service strategies; expanding online sales channels and improving digital transformation capabilities; and continuously enhancing brand image and consumer trust[44](index=44&type=chunk) [Financial Review](index=22&type=section&id=Financial%20Review) This year's turnover decreased by 12.7%, and loss attributable to shareholders narrowed by 46%, with net assets slightly declining but cash and bank balances increasing, and the gearing ratio improving to approximately 40.5%, while the Group maintains a prudent treasury policy, funding operations through internal resources, investment income, and bank borrowings, with no contingent liabilities at year-end but approximately HK$2,021,713 thousand in pledged assets, and minimal foreign exchange fluctuation risk due to primary operations in Hong Kong and Mainland China Key Overall Performance Data (HK$ thousand) | Metric | 2025 | 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Turnover | 577,521 | 661,856 | -12.7% | | Loss attributable to shareholders | 135,187 | 250,250 | -46.0% | - The reduction in loss attributable to shareholders was primarily due to increased fair value gains on financial assets at fair value through profit or loss, reduced goodwill impairment, and decreased fair value loss on redemption option of convertible bonds leading to lower net other expenses; reduced finance costs due to lower interest on bank borrowings; decreased selling and distribution expenses and general and administrative expenses; and increased income tax credit[45](index=45&type=chunk) Key Liquidity and Financial Resources Data (HK$ thousand) | Metric | 2025 | 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Consolidated Net Assets | 2,917,783 | 3,095,292 | -5.74% | | Consolidated Net Assets Per Share (HK$) | 1.86 | 1.97 | -5.58% | | Cash and bank balances | 162,534 | 127,369 | +27.6% | | Total bank borrowings and convertible bonds | 1,621,804 | 1,737,006 | -6.63% | | Net borrowings | 1,588,082 | 1,702,221 | -6.71% | | Gearing ratio | 40.5% | 42.8% | -2.3 percentage points | - The Group had no contingent liabilities at the end of the reporting period for guarantees provided to banks for mortgage loan financing granted to property purchasers[50](index=50&type=chunk) - The Group has pledged certain property, plant and equipment, investment properties, time deposits, and financial assets at fair value through profit or loss with a total carrying amount of approximately **HK$2,021,713 thousand** as collateral for general banking, trade finance, and other credit facilities granted to the Group[51](index=51&type=chunk) - The Group primarily operates in Hong Kong and Mainland China, with monetary assets, liabilities, and transactions mainly denominated in HKD and RMB, expecting minimal transactional currency risk, and does not use derivative instruments to hedge foreign currency risk[52](index=52&type=chunk) - The Group employs approximately **270** staff in Hong Kong and approximately **940** staff outside Hong Kong (Mainland China), with remuneration and bonuses determined on a performance-related basis[53](index=53&type=chunk) [Corporate Governance and Other Matters](index=25&type=section&id=Corporate%20Governance%20and%20Other%20Matters) [Significant Acquisitions and Disposals of Subsidiaries, Associates and Joint Ventures](index=25&type=section&id=Significant%20Acquisitions%20and%20Disposals%20of%20Subsidiaries,%20Associates%20and%20Joint%20Ventures) During the year, the Group completed the disposal of its entire equity interest in Yiyang Carrianna International Hotel Management Co., Ltd. for RMB130,000,000, and also sold a shop in Sham Shui Po for HK$20,160,000, with no other significant investments, acquisitions, or disposals - The Group completed the disposal of its entire equity interest in Yiyang Carrianna International Hotel Management Co., Ltd. for a total consideration of **RMB130,000,000** (approximately **HK$140,200,000**), and the company is no longer a subsidiary of the Group[54](index=54&type=chunk)[55](index=55&type=chunk) - The Group completed the disposal of a shop located in Sham Shui Po on February 18, 2025, for a consideration of **HK$20,160,000**[57](index=57&type=chunk) [Final Dividend](index=26&type=section&id=Final%20Dividend) The Board does not recommend the payment of a final dividend for the year ended March 31, 2025, consistent with the prior year - The Board does not recommend the payment of a final dividend for the year ended March 31, 2025 (2024: nil)[58](index=58&type=chunk) [Annual General Meeting and Closure of Register of Members](index=26&type=section&id=Annual%20General%20Meeting%20and%20Closure%20of%20Register%20of%20Members) The Company will hold its Annual General Meeting on August 28, 2025, and the register of members will be closed from August 25 to August 28, 2025, to determine shareholders' entitlement to attend and vote - The Company's Annual General Meeting is scheduled to be held on Thursday, August 28, 2025, at 11:00 a.m[59](index=59&type=chunk) - To ascertain the entitlement of shareholders to attend and vote at the Annual General Meeting, the register of members will be closed from Monday, August 25, 2025, to Thursday, August 28, 2025 (both dates inclusive)[59](index=59&type=chunk) [Audit Committee](index=27&type=section&id=Audit%20Committee) The Audit Committee, comprising three independent non-executive directors, has reviewed the Group's accounting policies, internal controls, and financial reporting matters, including the Group's financial statements for the current year - The Audit Committee comprises three independent non-executive directors: Mr. Wong Sze King (Chairman), Mr. Cheung Wah Fung, and Ms. Liu Lingling[60](index=60&type=chunk) - The Audit Committee has reviewed the accounting policies and practices adopted by the Group and discussed auditing, internal control, and financial reporting matters, including the review of the Group's financial statements for the year ended March 31, 2025[60](index=60&type=chunk) [Scope of Work by Company Auditor on this Preliminary Announcement](index=27&type=section&id=Scope%20of%20Work%20by%20Company%20Auditor%20on%20this%20Preliminary%20Announcement) Ernst & Young, the Company's auditor, has reconciled the financial figures in the preliminary announcement with the draft consolidated financial statements, but this work does not constitute an assurance engagement, thus no opinion or assurance conclusion is issued on the preliminary announcement - The figures in the consolidated statement of financial position, consolidated statement of profit or loss, consolidated statement of comprehensive income, and their related notes in this preliminary announcement for the Group for the year ended March 31, 2025, have been agreed by the Company's auditor, Ernst & Young, to the amounts set out in the Group's draft consolidated financial statements for the year[61](index=61&type=chunk) - The work performed by Ernst & Young in this respect does not constitute an assurance engagement and consequently no opinion or assurance conclusion is expressed by Ernst & Young on this preliminary announcement[61](index=61&type=chunk) [Compliance with Corporate Governance Code](index=27&type=section&id=Compliance%20with%20Corporate%20Governance%20Code) The Company has complied with the applicable code provisions of the Corporate Governance Code throughout the year, except that non-executive and independent non-executive directors are not appointed for specific terms, although all directors (except the Chairman) are subject to retirement by rotation at least once every three years at the Annual General Meeting - The Company has complied with the applicable code provisions of the Corporate Governance Code as set out in Appendix C1 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited throughout the year ended March 31, 2025, save as disclosed below[62](index=62&type=chunk) - Currently, no non-executive directors and independent non-executive directors are appointed for specific terms, but all directors (except the Chairman) are subject to retirement by rotation at least once every three years at the Annual General Meeting[62](index=62&type=chunk) [Compliance with Model Code for Securities Transactions by Directors](index=28&type=section&id=Compliance%20with%20Model%20Code%20for%20Securities%20Transactions%20by%20Directors) The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as its own code, and all directors have confirmed compliance with it during the year - The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 to the Listing Rules as its own code for directors' securities transactions[63](index=63&type=chunk) - Following specific enquiry by the Company, all directors confirmed that they have complied with the required standards set out in the Model Code throughout the year ended March 31, 2025[63](index=63&type=chunk) [Purchase, Redemption or Sale of the Company's Listed Securities](index=28&type=section&id=Purchase,%20Redemption%20or%20Sale%20of%20the%20Company's%20Listed%20Securities) Neither the Company nor any of its subsidiaries purchased, redeemed, or sold any of the Company's listed securities during the year - Neither the Company nor any of its subsidiaries purchased, redeemed, or sold any of the Company's listed securities during the year ended March 31, 2025[64](index=64&type=chunk) [Publication of Annual Results Announcement and Despatch of Annual Report](index=28&type=section&id=Publication%20of%20Annual%20Results%20Announcement%20and%20Despatch%20of%20Annual%20Report) The annual results announcement will be published on the Company's and HKEX websites, and the annual report will be despatched to shareholders and published on the websites in due course - The annual results announcement will be published on the Company's website (http://www.carrianna.com) and the HKEX website (http://www.hkex.com.hk)[65](index=65&type=chunk) - The 2025 Annual Report will be despatched to the Company's shareholders and published on the aforementioned websites in due course[65](index=65&type=chunk) [Appreciation](index=28&type=section&id=Appreciation) The Board extends its sincere gratitude to business partners, shareholders, and employees - The Board takes this opportunity to express its sincere gratitude to its business partners, shareholders, and loyal and diligent staff[66](index=66&type=chunk) [Board of Directors](index=28&type=section&id=Board%20of%20Directors) As of the announcement date, the Board of Directors includes Executive Directors Mr. Ma Kai Cheung (Honorary Chairman), Mr. Ma Kai Cheong (Chairman), Mr. Ma Hung Ming (Vice Chairman), Mr. Leung Yui, and Mr. Ma Hung Man; and Independent Non-executive Directors Mr. Wong Sze King, Mr. Cheung Wah Fung, and Ms. Liu Lingling - As of the date of this announcement, the Board of Directors comprises Executive Directors Mr. Ma Kai Cheung (Honorary Chairman), Mr. Ma Kai Cheong (Chairman), Mr. Ma Hung Ming (Vice Chairman), Mr. Leung Yui, and Mr. Ma Hung Man; and Independent Non-executive Directors Mr. Wong Sze King, Mr. Cheung Wah Fung, and Ms. Liu Lingling[68](index=68&type=chunk)

Financial Performance - For the six months ended September 30, 2024, Carrianna Group reported revenue of HK$324,050,000, a decrease of 11.6% from HK$366,316,000 in the same period of 2023[13]. - Gross profit for the same period was HK$194,603,000, down 10.3% from HK$217,084,000 year-over-year[13]. - The loss before tax for the period was HK$117,232,000, compared to a loss of HK$152,972,000 in the prior year, indicating an improvement of 23.4%[13]. - The net loss for the period was HK$112,056,000, a reduction from HK$140,182,000 in the previous year, reflecting a 20% decrease in losses[13]. - Basic loss per share attributable to ordinary equity holders was HK(6.96) cents, compared to HK(8.61) cents in the same period last year[13]. - Other income and gains increased significantly to HK$21,144,000 from HK$3,321,000, marking a substantial rise[13]. - Selling and distribution expenses rose to HK$151,056,000, up from HK$139,882,000, indicating an 8.1% increase[13]. - General and administrative expenses decreased slightly to HK$68,643,000 from HK$75,485,000, showing a 9.5% reduction[13]. - The loss for the period decreased to HK$112,056,000 in 2024 from HK$140,182,000 in 2023, representing a reduction of approximately 20%[16]. - Other comprehensive income for the period was HK$182,693,000, compared to a loss of HK$212,335,000 in the previous year, indicating a significant recovery[16]. - Total comprehensive income for the period was HK$70,637,000, a turnaround from a loss of HK$352,517,000 in 2023[16]. Assets and Liabilities - Non-current assets totaled HK$4,535,994,000 as of September 30, 2024, slightly down from HK$4,587,053,000 in March 2024[19]. - Current liabilities decreased to HK$2,150,218,000 from HK$2,391,907,000, showing a reduction of approximately 10%[23]. - Net current liabilities improved to HK$721,099,000 from HK$844,049,000, reflecting a positive trend[23]. - Total assets less current liabilities increased to HK$3,814,895,000 from HK$3,743,004,000, indicating growth[23]. - The equity attributable to owners of the parent increased to HK$3,031,619,000 from HK$2,959,080,000, showing an increase of approximately 2.4%[23]. - Cash and cash equivalents rose to HK$156,110,000 from HK$127,369,000, representing a growth of about 22.6%[19]. - The total tax credit for the period was HK$5,176,000, a decrease from HK$12,790,000 in the same period of 2023[62]. - As of September 30, 2024, trade receivables totaled HK$67,504,000, a significant increase from HK$31,596,000 as of March 31, 2024[77]. - Trade payables amounted to HK$52,913,000 as of September 30, 2024, up from HK$50,046,000 as of March 31, 2024[84]. Cash Flow - For the six months ended September 30, 2024, net cash flows from operating activities increased to HK$62,565,000, compared to HK$49,069,000 in the same period of 2023, representing a growth of approximately 27.5%[28]. - Net cash flows from investing activities showed a significant increase to HK$121,653,000, compared to a net outflow of HK$16,866,000 in the previous year, indicating a positive turnaround in investment activities[28]. - The total cash and cash equivalents at the end of the period were HK$156,110,000, down from HK$259,282,000 in the same period last year, reflecting a decrease of approximately 39.8%[28]. - The company reported a net increase in cash and cash equivalents of HK$26,085,000 for the period, compared to HK$6,756,000 in the previous year, showing improved cash management[28]. - The Group's free cash and bank balances increased to HK$156,110,000 as of September 30, 2024, up 22.6% from HK$127,369,000 on March 31, 2024[154]. Segment Performance - Revenue from restaurant, food, and hotel businesses was HK$270,282,000, down 13.5% from HK$312,366,000 in 2023[45]. - Property investment and development segment generated revenue of HK$53,768,000, compared to HK$53,950,000 in 2023, indicating a slight decrease[42]. - Adjusted profit before tax for the restaurant, food, and hotel segment was a loss of HK$28,137,000, while the property investment and development segment reported a loss of HK$11,805,000[42]. - The restaurant, food, and hotel segment turnover was HK$270,282,000, down 13.5% from HK$312,366,000, with segment loss increasing to HK$28,137,000 from HK$3,187,000[139]. - The hotel business turnover decreased by 35.6% to HK$9,425,000 from HK$14,638,000, mainly due to the disposal of Yiyang Carrianna International Hotel Management Company Limited, which was deemed a strategic move to focus on more profitable segments[148]. Strategic Initiatives - The company has not provided specific guidance for future performance but indicated ongoing efforts to improve operational efficiency and reduce losses[9]. - The Group plans to expand its food business in the Mainland market, leveraging its established brands and introducing new products, with the advanced Hainan food factory's production lines now operational[151]. - Management is committed to adapting business strategies in response to market conditions to enhance competitiveness and ensure sustainable growth[151]. - The Group remains cautiously optimistic about the economic outlook, despite challenges such as inflation and geopolitical tensions, expecting gradual improvements in consumer spending[148]. - The Group will continue to focus on business development in the Greater Bay Area, capitalizing on resilient demand and consumer spending in the region[151]. Shareholder Information - The total number of issued and fully paid ordinary shares remained at 1,571,359,420, with a share capital of HK$157,136,000[87]. - The total number of ordinary shares held by Ma Kai Cheung is 627,463,011, representing 39.93% of the Company's issued share capital[184]. - Ma Kai Yum holds 309,089,754 ordinary shares, accounting for 19.67% of the Company's issued share capital[184]. - The interests of directors and chief executives in shares and underlying shares are recorded in compliance with the Securities and Futures Ordinance[182].

Financial Performance - For the six months ended September 30, 2024, the company reported revenue of HKD 324,050,000, a decrease of 11.6% from HKD 366,316,000 in the same period of 2023[2]. - Gross profit for the same period was HKD 194,603,000, down 10.3% from HKD 217,084,000 year-on-year[2]. - The company recorded a loss before tax of HKD 117,232,000, an improvement of 23.4% compared to a loss of HKD 152,972,000 in the previous year[3]. - The net loss for the period was HKD 112,056,000, which is a reduction of 20% from HKD 140,182,000 in the prior year[3]. - The basic and diluted loss per share for the period was HKD 6.96, an improvement from HKD 8.61 in the previous year[3]. - The loss attributable to shareholders for the same period was HKD 109,360,000, a reduction of 19.1% from HKD 135,216,000 in the previous year[38]. Revenue Breakdown - Revenue from the restaurant, food, and hotel segment for the six months ended September 30, 2024, was HKD 270,282, a decrease of 13.5% from HKD 312,366 in the same period of 2023[19]. - Property investment and development segment revenue for the same period was HKD 53,768, slightly down from HKD 53,950 in 2023, resulting in a total revenue of HKD 324,050, down 11.6% from HKD 366,316[17]. - Total income from customer contracts for the restaurant, food, and hotel business was HKD 270,282, while income from property management services was HKD 1,026, contributing to a total of HKD 324,050[19]. - The group's restaurant revenue for the period was HKD 136,807,000, a decrease of 18.8% compared to HKD 168,395,000 in the same period last year, primarily due to the closure of remaining Hong Kong-style "tea restaurant" outlets and high base effects from the COVID-19 recovery[44]. - The food business revenue was HKD 58,527,000, down 9.3% from HKD 64,497,000 last year, mainly due to a decline in mooncake sales driven by weak consumer sentiment[44]. - The bakery business in Hong Kong recorded revenue of HKD 65,523,000, an increase of 1.1% from HKD 64,836,000 in the previous year, with management focusing on product development and store renovations to attract new customers[45]. - The hotel business revenue was HKD 9,425,000, a decrease of 35.6% from HKD 14,638,000 last year, primarily due to the sale of a hotel management company[47]. Assets and Liabilities - The company's total assets as of September 30, 2024, amounted to HKD 4,535,994,000, a decrease from HKD 4,587,053,000 as of March 31, 2024[7]. - Current liabilities totaled HKD 2,150,218,000, a slight decrease from HKD 2,391,907,000 in the previous reporting period[9]. - The company's net asset value increased to HKD 3,165,929,000 from HKD 3,095,292,000, reflecting a growth of 2.3%[9]. - The group's trade receivables as of September 30, 2024, totaled HKD 67,504,000, significantly up from HKD 31,596,000 as of March 31, 2024[34]. - The group's trade payables as of September 30, 2024, amounted to HKD 50,046,000, reflecting a stable position in managing liabilities[36]. - The group's bank borrowings amounted to HKD 1,592,836,000, down from HKD 1,660,035,000 as of March 31, 2024, with a net debt of HKD 1,627,869,000[53]. - The capital-to-debt ratio was approximately 41.2% as of September 30, 2024, compared to 42.8% on March 31, 2024[53]. Comprehensive Income - The company reported a significant other comprehensive income of HKD 182,693,000, compared to a loss of HKD 212,335,000 in the same period last year[5]. - The group recognized a net fair value gain on investment properties of HKD 16,755 for the period, significantly lower than HKD 70,727 in the previous year[26]. - The group’s investment property valuation losses decreased significantly, contributing to the reduction in overall segment losses[39]. Strategic Outlook - The group is reassessing future development strategies for its properties to maintain flexibility and competitiveness in a challenging market environment[41]. - The group plans to continue expanding its food business in mainland China, leveraging its established brands and production capabilities[50]. - Management remains cautiously optimistic about the economic outlook for the coming year, despite ongoing uncertainties such as inflation and geopolitical tensions[48]. Corporate Governance - The audit committee consists of three independent non-executive directors responsible for reviewing and monitoring the group's financial reporting processes[63]. - The group has adopted a standard code for securities trading by directors, confirming compliance with the code during the six months ended September 30, 2024[66]. - The board believes that the company has complied with the applicable code provisions of the Corporate Governance Code during the six months ended September 30, 2024[67]. - The company or any of its subsidiaries did not purchase, redeem, or sell any of the company's listed securities during the six months ended September 30, 2024[68]. Employee Information - As of September 30, 2024, the group has approximately 270 local employees and about 1,020 overseas employees, with compensation determined based on individual performance[58]. Dividends and Transactions - The group did not recommend any interim dividend for the six months ended September 30, 2024, consistent with the previous year[30]. - On April 26, 2024, the group agreed to sell 100% equity of a subsidiary for a total consideration of RMB 130,000,000 (approximately HKD 140,200,000)[59]. - On July 15, 2024, the group agreed to sell 10% equity of a subsidiary for RMB 15,000,000 (approximately HKD 16,180,000), completing the transaction on August 8, 2024[61]. - The group did not have any significant investments, acquisitions, or disposals of subsidiaries, associates, or joint ventures during the period ended September 30, 2024[62]. Liquidity and Cash Flow - The company’s cash and cash equivalents increased to HKD 156,110,000 from HKD 127,369,000, indicating improved liquidity[7]. - The group reported a total interest expense of HKD 58,219 for the six months ended September 30, 2024, compared to HKD 59,942 in the previous year, reflecting a slight decrease[25]. - The cost of goods sold and services provided was HKD 129,447, down from HKD 149,232 in the same period of 2023, showing a reduction in operational costs[26]. Interim Results Announcement - The interim results announcement will be published on the company's website and the Hong Kong Stock Exchange's website[70].

Revenue Performance - The group's restaurant revenue for the year was HKD 315,653,000, an increase of 17% compared to HKD 270,267,000 last year, driven by the lifting of COVID-19 restrictions and border reopening[3]. - The food business revenue decreased by 23% to HKD 218,446,000 from HKD 283,257,000 last year, primarily due to a reduction in food sales[3]. - The overall revenue for the group was HKD 661,856,000, a decrease of 3% from HKD 683,482,000 last year, with a shareholder loss of HKD 250,250,000 compared to a loss of HKD 175,680,000 last year[10]. - The group's hotel business recorded revenue of HKD 25,192,000, an increase of 20% from HKD 20,937,000 last year, with operating losses reduced by 14%[4]. - The restaurant, food, and hotel segment revenue for the year was HKD 559,291,000, down 3% from HKD 574,461,000 in 2023, with a segment loss of HKD 73,781,000 compared to a profit of HKD 8,970,000 in the prior year[27]. - Revenue from the restaurant, food, and hotel segment for the year ended March 31, 2024, was HKD 559,291,000, a decrease from HKD 574,461,000 in the previous year[63]. - Total revenue for the year ended March 31, 2024, was HKD 661,856,000, compared to HKD 683,482,000 for the previous year, reflecting a decline of approximately 3.6%[63]. Financial Position - The group's net asset value, after deducting non-controlling interests, was HKD 3,095,292,000, down from HKD 3,585,202,000 last year[11]. - The group's bank borrowings amounted to HKD 1,660,035,000, a decrease from HKD 1,699,047,000 last year, with a net debt of HKD 1,574,852,000[13]. - The group reported a net loss of approximately HKD 261,089,000 for the year ended March 31, 2024, compared to a loss of HKD 169,733,000 in the previous year, representing an increase in loss of 53.8%[45]. - As of March 31, 2024, the group's current liabilities exceeded its current assets by approximately HKD 844,049,000, compared to HKD 285,656,000 in the previous year, indicating a significant deterioration in liquidity[45]. - The total non-current assets decreased from HKD 4,827,642,000 in 2023 to HKD 4,587,053,000 in 2024, a decline of 4.9%[42]. - The group's cash and bank balances decreased from HKD 287,707,000 in 2023 to HKD 127,369,000 in 2024, a reduction of 55.7%[42]. - The total liabilities increased from HKD 2,903,869,000 in 2023 to HKD 3,039,619,000 in 2024, reflecting an increase of 4.7%[43]. - The group’s total equity decreased from HKD 3,585,202,000 in 2023 to HKD 3,095,292,000 in 2024, a decrease of 13.6%[43]. - The group’s current liabilities included interest-bearing bank borrowings of approximately HKD 1,450,391,000, with about HKD 835,324,000 drawn from revolving loans[45]. Operational Challenges - The group anticipates that the current high interest rate environment will persist, significantly increasing operational costs, and will implement strict cost control measures[9]. - The group remains cautiously optimistic about the economic outlook for the coming year, despite ongoing uncertainties in the market[6]. - The group did not employ any derivative instruments to hedge its foreign currency risks, indicating a potential exposure to currency fluctuations[34]. Property and Investment - The group's property segment revenue for the year ended March 31, 2024, was HKD 102,565,000, a decrease of 6% compared to HKD 109,021,000 in 2023, primarily due to reduced property sales revenue[24]. - Rental income from investment properties increased by 4% to HKD 100,272,000 for the year, up from HKD 96,045,000 in the previous year, as leasing activities normalized following the easing of COVID-19 restrictions[24]. - The group reported a loss of HKD 45,087,000 in the property segment, a significant improvement from a loss of HKD 96,642,000 in the previous year, mainly due to reduced valuation losses on investment properties[24]. - The group has completed the construction of the Haitan Street redevelopment project, which consists of 115 residential units and two commercial shops, with 96 units sold to date[26]. - The group has entered into an agreement to sell 100% equity of Yiyang Jianing International Hotel Management Co., Ltd. for RMB 130,000,000 (approximately HKD 140,200,000)[31]. - The group expects to receive net proceeds of approximately HKD 51,800,000 from the sale of residential units in the Haidan Street redevelopment project between August and October 2024[53]. Shareholder Matters - The group did not recommend the payment of a final dividend for the year ended March 31, 2024[67]. - The board does not recommend the payment of a final dividend for the year ended March 31, 2024, consistent with the previous year[124]. - The annual general meeting is scheduled for August 28, 2024, to discuss shareholder matters[125]. Accounting and Reporting - The group has adopted new and revised Hong Kong Financial Reporting Standards applicable to the financial statements for the year[77]. - The group’s financial position remains stable, with no significant impact from the recent accounting standard revisions[56]. - The group recognized a goodwill impairment of HKD 24,419,000, compared to HKD 11,889,000 in the previous year, indicating an increase of approximately 105.5%[100]. - The group incurred a financial cost of HKD 127.036 million, which increased from HKD 84.283 million in the previous year[123]. - The group’s operating expenses included sales and distribution expenses of HKD 141.847 million, which increased from HKD 136.163 million in the prior year[123].