CONTENTS 目錄 | Corporate Information | 2 | | --- | --- | | 公司資料 | | | Chairman's Statement | 6 | | 主席報告 | | | Management Discussion and Analysis | | | 管理層討論及分析 | 10 | | Board of Directors and Senior Management | 30 | | 董事會及高級管理層 | | | Corporate Governance Report | 36 | | 企業管治報告 | | | Report of the Directors | 62 | | 董事會報告 | | FINANCIAL STATEMENTS 財務報表 | Independent Auditor's Report | 81 | | --- | --- | | 獨立核數師報告 | | | Consolidated Statement of Profit or Loss and | 87 | | Other Comprehensive Income | | | 綜合損益 ...

（於百慕達註冊成立之有限公司） （股份代號：0149） 截至二零二五年三月三十一日止年度之全年業績公佈 香港交易及結算所有限公司及香港聯合交易所有限公司對本公佈之內容概不負責，對其準確 性或完整性亦不發表任何聲明，並明確表示，概不對因本公佈全部或任何部分內容而產生或 因依賴該等內容而引致之任何損失承擔任何責任。 CHINA AGRI-PRODUCTS EXCHANGE LIMITED 中國農產品交易有限公司 | 年度財務摘要 | | | | | --- | --- | --- | --- | | 百萬港元 | 二零二五財年 | 二零二四財年 | 變動 | | 收益 | 530.8 | 579.1 | -8.3% | | 毛利 | 296.4 | 343.3 | -13.7% | | 淨溢利 | 32.1 | 26.9 | 19.3% | | 母公司擁有人應佔溢利 | 7.8 | 7.4 | 5.4% | | | 於二零二五年 | 於二零二四年 | | | | 三月三十一日 | 三月三十一日 | | | 資產淨值 | 2,027.0 | 2,068.7 | -2.0% | | 現金及銀行結餘及已抵押銀行存款 | ...

Financial Position - As of September 30, 2024, the Group's total cash and cash equivalents amounted to approximately HK$244 million, with total assets and net assets at approximately HK$4,390 million and HK$2,131 million, respectively[25]. - The Group's gearing ratio as of September 30, 2024, was approximately 43.4%, a decrease from 49.9% as of March 31, 2024[25]. - The total interest-bearing bank and other borrowings were approximately HK$1,169 million, representing about 27% of total assets[26]. - As of September 30, 2024, outstanding capital commitments amounted to approximately HK$32 million, a decrease from approximately HK$167 million as of March 31, 2024[11]. - The Group's total interest-bearing borrowings decreased from approximately HK$1,315 million as of March 31, 2024, to approximately HK$1,169 million as of September 30, 2024[26]. - The Group's general and administrative expenses rose to approximately HK$84 million during the Period, up from approximately HK$79 million in the 2023 Corresponding Period[82]. - Total non-current liabilities decreased to HK$1,323,695,000 from HK$1,486,768,000, reflecting a reduction of 10.9%[166]. - Net assets increased to HK$2,130,940,000 as of September 30, 2024, compared to HK$2,068,744,000 at the end of March 2024, showing a growth of 3%[166]. - Total current liabilities decreased from HK$1,082,554,000 to HK$935,127,000, a reduction of approximately 13.6%[194]. - Total assets less current liabilities decreased from HK$3,555,512,000 to HK$3,454,635,000, a decline of approximately 2.8%[194]. Revenue and Profitability - For the period, the Group recorded a revenue of approximately HK$303 million, representing a decrease of approximately HK$22 million or approximately 7% from approximately HK$325 million for the six months ended 30 September 2023[43]. - Revenue from the Panjin Market increased by approximately 19% compared to the corresponding period in 2023, attributed to higher rental income[12]. - The revenue increase for Xuzhou Market was approximately 2% compared to the corresponding period in 2023[30]. - The revenue increase for Huai'an Market was approximately 6% due to increased property sales recognition compared to the corresponding period in 2023[31]. - The Group recorded a gross profit of approximately HK$140 million for the six months ended 30 September 2024, representing a decrease of approximately 14% compared to HK$162 million in the 2023 Corresponding Period[54]. - The segment result for the same period was approximately HK$85 million, a decrease of approximately 25% from HK$114 million in the 2023 Corresponding Period[54]. - The profit for the period attributable to owners of the parent was approximately HK$10 million, compared to approximately HK$8 million in the 2023 Corresponding Period[82]. - Profit for the period increased to HK$25,990,000, compared to HK$15,840,000 in the previous year, representing a growth of 64.5%[163]. - Profit from operations decreased to HK$76,322,000, a decline of 20.4% from HK$95,842,000 in the same period last year[179]. - Profit before taxation was HK$29,044,000, down 23.3% from HK$37,860,000 in the prior year[179]. Market Performance - The Group completed the sale of its interest in Huai'an Market on September 5, 2024[31]. - The Puyang Market experienced a revenue increase of approximately 26% during the Period, attributed to increased property sale recognition compared to the 2023 Corresponding Period[66]. - Revenue from the Luoyang Market decreased by approximately 42% during the Period due to a decrease in property sale recognition compared to the 2023 Corresponding Period[65]. - Huangshi Market's revenue increased by approximately 5% compared to the 2023 Corresponding Period[86]. - Suizhou Market's revenue increased by approximately 6% compared to the 2023 Corresponding Period[89]. - Kaifeng Market's revenue increased by approximately 4% due to increases in property rental income compared to the 2023 Corresponding Period[89]. - Yulin Market's revenue decreased by approximately 2% due to a decrease in property sale recognition and rental income compared to the 2023 Corresponding Period[94]. - Qinzhou Market's revenue increased by approximately 6% due to an increase in property rental income compared to the 2023 Corresponding Period[102]. - The Group's financial performance summary indicates a significant decrease in property sales recognition compared to the previous year[43]. Cost Management - The Group has implemented continuous cost control measures in the development of its electronic trading platform[19]. - Finance costs decreased to approximately HK$47 million during the Period, down from approximately HK$58 million in the 2023 Corresponding Period, mainly due to repayments of interest-bearing debts[82]. - The total interest on bank and other borrowings decreased from HK$50,590,000 in the six months ended September 30, 2023, to HK$46,230,000 in the same period of 2024, a decline of about 8.5%[149]. - The cost of properties sold was HK$99,327,000, an increase of 6.4% compared to HK$93,539,000 for the same period in 2023[111]. Strategic Initiatives - The Group has launched a new electronic trading platform aimed at enhancing the efficiency of agricultural produce exchange markets[14]. - The Group is focused on e-commerce development as part of its strategic initiatives[35]. - The Group is actively evaluating various business opportunities to diversify income streams and deliver long-term benefits to shareholders[84]. - The company continues to explore market expansion opportunities and new product developments as part of its strategic initiatives[172]. Shareholder Returns - The interim dividend declared is 5 cents per share[37]. - No interim dividend was recommended for the six months ended September 30, 2024, consistent with the previous year[119]. - The company has no unexercised options under the 2022 scheme, with a total of 995,306,782 options available for grant, representing 10% of the issued share capital[161]. Other Financial Information - The total tax charge for the period was HK$3,054,000, significantly lower than HK$22,020,000 in the previous year, indicating a decrease of 86.1%[115]. - The Group reported gains on the disposal of property, plant, and equipment of approximately HK$19,000 for the six months ended September 30, 2024, compared to losses of approximately HK$84,000 in the same period of 2023[122]. - The carrying amount of investment properties decreased from HK$2,933,376,000 as of April 1, 2023, to HK$2,662,575,000 as of September 30, 2024, representing a decline of approximately 9.2%[126]. - Fair value losses on owned investment properties were approximately HK$8 million during the Period, compared to gains of approximately HK$3 million in the 2023 Corresponding Period[82]. - The company reported impairment losses on financial assets of HK$514,000, slightly down from HK$559,000 in the previous year[163]. - The company recognized an equity-settled share-based payment of HK$2,002,000 during the period[169]. - Other comprehensive loss for the period totaled HK$186,220,000, indicating challenges in foreign operations[169].

Financial Performance - For the six months ended September 30, 2024, the company reported revenue of HKD 303,090,000, a decrease of 6.7% compared to HKD 324,693,000 for the same period in 2023[4] - Gross profit for the same period was HKD 139,968,000, down from HKD 162,370,000, reflecting a decline of 13.7%[4] - The operating profit before finance costs was HKD 85,359,000, compared to HKD 93,733,000 in the previous year, representing a decrease of 8.9%[4] - Net profit for the period was HKD 25,990,000, an increase of 64.2% from HKD 15,840,000 in the corresponding period of 2023[4] - Total comprehensive income for the period amounted to HKD 27,820,000, compared to a loss of HKD 170,380,000 in the previous year[7] - Other income and gains amounted to HKD 42,124,000, significantly higher than HKD 2,318,000 in the same period last year[18] - The group recorded a net profit of HKD 25,990,000 for the period, an increase from HKD 15,840,000 in the previous year[18] - Total revenue for the six months ended September 30, 2024, was HKD 303,090, a decrease of 6.7% from HKD 324,693 in 2023[23] - Revenue from property sales was HKD 101,729, down 12.8% from HKD 116,677 in the previous year[23] - Basic and diluted earnings per share for the period were HKD 0.10, compared to HKD 0.08 in the same period last year, indicating a growth of 25%[7] Assets and Liabilities - The company's total assets as of September 30, 2024, were HKD 4,389,362,000, down from HKD 4,638,966,000 as of March 31, 2024[9] - Current liabilities totaled HKD 935,127,000, a decrease from HKD 1,082,554,000 at the end of the previous reporting period[9] - The company's net assets increased to HKD 2,130,940,000 from HKD 2,068,744,000, reflecting a growth of 3%[11] - Trade receivables as of September 30, 2024, amounted to HKD 9,276, with a cumulative impairment of HKD 7,654[34] - The company reported a net asset value of HKD 1,622, down from HKD 2,055 in the previous year[34] - Trade receivables at the end of the reporting period totaled HKD 1,622 million, a decrease from HKD 2,055 million as of March 31, 2024[35] - Trade payables decreased to HKD 33,724 million from HKD 45,348 million as of March 31, 2024[37] - The total assets and net assets were approximately HKD 4,390 million and HKD 2,131 million, respectively, as of September 30, 2024, down from HKD 4,638 million and HKD 2,069 million as of March 31, 2024[68] - The total borrowings amounted to approximately HKD 1,169 million as of September 30, 2024, down from HKD 1,315 million as of March 31, 2024[69] Market Presence and Strategy - The group has over 90% of its revenue generated from external customers located outside of China, indicating a strong international market presence[20] - The group aims to diversify its revenue sources and enhance long-term benefits for shareholders amid economic recovery in China[48] - The group is committed to maintaining its competitive position in the agricultural product trading market by monitoring competitors and implementing effective strategies[84] - The group plans to leverage its industry leadership, replicable business model, and robust management systems to build a national agricultural product trading market network[88] - The company continues to focus on expanding its market presence and enhancing its product offerings, although specific new products or technologies were not detailed in the report[12] Financial Management and Governance - The group regularly reviews its financial policies to ensure sufficient financial resources to meet its obligations[79] - The group has established financial risk management policies to mitigate risks associated with trade receivables[35] - The company emphasizes high standards of corporate governance, focusing on transparency, accountability, and sustainability to enhance competitiveness and operational efficiency[93] - The audit committee, consisting of all independent non-executive directors, has reviewed the group's unaudited interim results for the period[95] - The interim results will be published on the Hong Kong Stock Exchange and the company's website, ensuring compliance with all regulatory requirements[96] Employee and Operational Insights - The group employed 933 employees as of September 30, 2024, down from 1,048 employees on March 31, 2024, with approximately 98% located in China[86] - The group has not announced any significant investment or acquisition plans as of September 30, 2024, except for the sale of its equity interest in Huai'an Market in May 2024[82] - The group regularly assesses its short-term and long-term liquidity levels to prepare for future capital needs[84] - The group has adopted a share option plan to reward eligible individuals and encourage them to enhance the company's value for shareholders[86] Market Performance of Trading Markets - Wuhan Baishazhou Market is the largest agricultural product trading market in China, covering an area of approximately 310,000 square meters, and was recognized as one of the "Top Ten Comprehensive Wholesale Markets" in 2022[49] - Huangshi Market's revenue increased by approximately 5% compared to the corresponding period in 2023, with an operational area of about 23,000 square meters[50] - Suizhou Market's revenue increased by approximately 6% compared to the corresponding period in 2023, covering an area of about 240,000 square meters[52] - Luoyang Market's revenue decreased by approximately 42% compared to the corresponding period in 2023, attributed to a reduction in property sales recognition, covering an area of about 255,000 square meters[53] - Puyang Market's revenue increased by approximately 26% compared to the corresponding period in 2023, driven by increased property sales recognition[54] - Kaifeng Market's revenue increased by approximately 4% compared to the corresponding period in 2023, due to an increase in rental income[55] - Yulin Market's revenue decreased by approximately 2% compared to the corresponding period in 2023, due to a decline in property sales recognition and rental income[57] - Qinzhou Market's revenue increased by approximately 6% compared to the corresponding period in 2023, attributed to an increase in rental income[58] - Xuzhou Market's revenue increased by approximately 2% compared to the corresponding period in 2023, covering an area of about 200,000 square meters[59] - Huai'an Market's revenue increased by approximately 6% compared to the corresponding period in 2023, with a sale agreement for its interests set to complete in September 2024[60] Financial Instruments and Borrowings - The financial institution borrowings as of September 30, 2024, had a face value of HKD 774 million at an approximate interest rate of 5%[77] - Non-financial institution borrowings amounted to HKD 395 million at an approximate interest rate of 10% as of September 30, 2024[77] - The company established a medium-term note program of HKD 1,000 million on August 23, 2024[71] - The company provided guarantees of approximately HKD 19.6 million to banks for its customers, with potential liabilities of approximately HKD 86,000[73] - The company recorded a gain of approximately HKD 35.8 million from the sale of a subsidiary holding property rights in Huai'an, with an initial sale price of approximately RMB 28.9 million (approximately HKD 31.9 million)[70] Economic and Regulatory Environment - The group faces risks related to fluctuations in the RMB to HKD exchange rate, which could impact its financial statements[83] - The group adopted revised Hong Kong Financial Reporting Standards, which clarified the measurement of lease liabilities from sale and leaseback transactions, but had no impact on the financial position[15] - The group has no supplier financing arrangements, thus the revised standards regarding supplier financing had no impact on the interim financial data[15]

Financial Performance - The Group recorded a revenue of approximately HK$579 million for the year ended March 31, 2024, which remained generally constant compared to the previous year[14]. - The Group recorded a revenue of approximately HK$579 million for the year ended March 31, 2024, representing a decrease of approximately HK$17 million compared to the previous financial year[33]. - The Group recorded a revenue of approximately HK$579 million for the year, representing a decrease of approximately 3% compared to HK$596 million in the previous financial year[34]. - Gross profit for the year was approximately HK$343 million, an increase of approximately 4% from HK$331 million in the last financial year[34]. - The segment result decreased to approximately HK$139 million from HK$189 million in the previous year, primarily due to reduced rental income from agricultural produce exchange market operations[34]. - Other income and gains increased significantly to approximately HK$119 million from HK$25 million, mainly due to the reversal of aged payables[35]. - General and administrative expenses were approximately HK$161 million, a slight decrease from HK$164 million in the previous year[39]. - Selling expenses decreased to approximately HK$36 million from HK$47 million, attributed to reduced operations and promotional activities in the agricultural produce exchange market[39]. - Finance costs decreased to approximately HK$112 million from HK$118 million, mainly due to lower financial costs of unsecured notes[39]. - The profit attributable to owners of the parent increased to approximately HK$7.4 million from HK$6.8 million in the previous financial year[50]. - Income tax expense rose to approximately HK$56 million from HK$9 million, primarily due to increased tax provisions from higher assessable profits[43]. Market Operations - The Group managed a total of eleven agricultural produce exchange markets in mainland China, covering regions such as Wuhan, Huangshi, and Suizhou[15]. - The business operations spanned across various provinces, including Hubei, Henan, Guangxi, Jiangsu, and Liaoning[15]. - The Group is expanding new business sales channels by leveraging its eleven agricultural produce exchange markets across the country, enhancing its competitive edge through a light asset model and modern management systems[23]. - The Group's operational data collection and analysis through electronic management platforms aim to enhance market efficiency and reduce transaction costs for purchasers and vendors[21]. - The Group's focus on rural revitalization aligns with national policies aimed at ensuring food security and eliminating large-scale poverty[20]. - The Group's agricultural produce exchange markets are subject to various environmental laws, and independent environmental assessments have shown no material adverse effects on business operations[118]. Strategic Development - The Group has successfully stabilized its market share despite a challenging business environment, achieving standardized management processes through its self-developed ERP management platform[21]. - The Group is actively developing cold chain, cold storage, and logistics warehouses in existing market cities, Greater Bay area cities, and provincial capital cities, anticipating significant growth in the cold storage industry due to national policy support[22]. - The Group aims to improve its profit model and explore new markets by adopting a diversified market management model, focusing on long-term benefits for the Company and its shareholders[24]. - The Group's forward-looking business strategy includes cooperation with various partners using an asset-light strategy to expand operations in China[24]. - The Group aims to leverage its leading industry position and technology infrastructure to build a national agricultural product trading market network despite the ongoing economic challenges in China[136]. - The Chinese government's 2024 policy emphasizes agricultural revitalization, food security, and rural development, which aligns with the Group's operational focus[140]. Corporate Social Responsibility - The Group donated approximately HK$3,244 million worth of supplies to charitable organizations in the PRC and local communities during the year, emphasizing its commitment to corporate social responsibility[28]. - The Group is committed to food safety management, providing regular training to employees to ensure high-quality and safe agricultural produce[28]. Financial Position - As of March 31, 2024, the Group's total cash and cash equivalents amounted to approximately HK$243 million, down from approximately HK$312 million as of March 31, 2023[89]. - Total assets as of March 31, 2024, were approximately HK$4,638 million, a decrease from approximately HK$4,915 million as of March 31, 2023[89]. - The Group's gearing ratio remained stable at approximately 49.9% as of March 31, 2024, consistent with the previous year[89]. - The ratio of total interest-bearing bank borrowings and unsecured notes to total assets was approximately 28% as of March 31, 2024, slightly down from approximately 29% in the previous year[90]. - Outstanding capital commitments as of March 31, 2024, were approximately HK$167 million, down from approximately HK$195 million as of March 31, 2023[97]. - The Group provided guarantees of approximately HK$22.8 million to customers for loans from banks, a decrease from approximately HK$36.1 million in the previous year[97]. - The carrying amount of pledged assets to secure interest-bearing bank borrowings was approximately HK$2,208 million as of March 31, 2024, compared to approximately HK$2,168 million in the previous year[98]. - The Group's total interest-bearing borrowings as of March 31, 2024, amounted to HK$1,315 million, a decrease from HK$1,402 million as of March 31, 2023[105]. - Financial institution borrowings increased to HK$935 million with an effective interest rate of 6% as of March 31, 2024, compared to HK$882 million at 5% in the previous year[105]. - Non-financial institution borrowings were HK$380 million at an effective interest rate of 10% as of March 31, 2024, slightly down from HK$396 million at the same rate in the previous year[105]. Governance and Management - The Group's management team has extensive experience in corporate governance, business development, and mergers and acquisitions, enhancing its operational capabilities[146]. - The Group's remuneration policy is periodically reviewed, aiming to attract and retain competent individuals committed to long-term success[132]. - The Company has a strong board with members holding advanced degrees in business and finance[161]. - The Board comprises four executive Directors and three independent non-executive Directors, ensuring a balanced composition for effective governance[177]. - The Company emphasizes transparency, accountability, integrity, and independence in its corporate governance practices[170]. - The Board is responsible for setting corporate policy and overall strategy, as well as overseeing the management of the Group's business[179]. - The Company has a policy for regular review of corporate governance practices and compliance with legal and regulatory requirements[191][194]. - The Board's composition and the appointment of company secretary and auditors are reviewed to maintain effective governance[187][194]. - The Company has arranged appropriate insurance coverage for legal actions against the Directors, ensuring protection for governance practices[179]. - The Board held six meetings during the financial year and an annual general meeting, with over 99% of votes cast in favor of all resolutions proposed at the 2023 AGM[197][199][200].

Financial Performance - Total revenue for the year was HKD 579,132,000, a decrease of 2.1% from HKD 596,400,000 in the previous year[14] - Operating profit decreased to HKD 138,709,000, down 26.7% from HKD 189,121,000 year-on-year[14] - The net loss attributable to the owners of the parent company was HKD 66,353,000, compared to a loss of HKD 206,327,000 in the previous year[5] - The total tax expense for the year amounts to HKD 56,241,000, a significant increase from HKD 9,402,000 in the previous year[21] - The total comprehensive loss for the year ended March 31, 2024, was HKD 57,077,000, compared to a loss of HKD 224,067,000 for the year ended March 31, 2023, indicating a significant improvement[109] - Revenue for the fiscal year 2024 was HKD 579.1 million, a decrease of 2.9% compared to HKD 596.4 million in fiscal year 2023[138] - Gross profit increased to HKD 343.3 million, reflecting a growth of 3.8% from HKD 330.8 million in the previous year[138] - Net profit for the year was HKD 26.9 million, representing a significant increase of 45.4% from HKD 18.5 million in fiscal year 2023[138] - The company reported a profit of HKD 26,876,000 for the fiscal year ending March 31, 2024, compared to HKD 18,501,000 in the previous year, representing an increase of approximately 45.5%[141] Assets and Liabilities - Non-current liabilities decreased to HKD 1,486,768,000 from HKD 1,717,098,000, a reduction of 13.4%[7] - The company's total equity decreased to HKD 2,068,744,000 from HKD 2,127,412,000, reflecting a decline of 2.8%[7] - The group's total assets are approximately HKD 4,638,000,000, with a net asset value of approximately HKD 2,069,000,000 as of March 31, 2024[42] - The group has a debt-to-asset ratio of approximately 49.9% as of March 31, 2024[42] - The company's assets decreased to HKD 2,068.7 million, down 2.8% from HKD 2,127.4 million in the previous year[138] - The group recorded revenue of approximately HKD 579,000,000 for the year, a decrease of about 3% compared to HKD 596,000,000 in the previous fiscal year, primarily due to reduced rental income from agricultural product trading markets[199] Revenue Segments - The agricultural products trading segment generated revenue of HKD 404,801,000, down from HKD 427,380,000, a decrease of 5.4%[14] - Property sales revenue increased to HKD 174,331,000 from HKD 169,020,000, an increase of 3.9%[14] - Revenue from the Puyang market decreased by approximately 17% compared to the previous fiscal year, primarily due to reduced rental income from the agricultural product trading market[35] - Revenue from the Qinzhou market decreased by approximately 28% compared to the previous fiscal year, mainly due to decreased rental income from the agricultural product trading market[37] - The Luoyang market's revenue decreased by approximately 58% due to a reduction in property sales recognition compared to the previous fiscal year[66] - The Yulin market's revenue increased by approximately 97% due to a rise in property sales recognition[68] Financial Management - The company reported a financial asset impairment reversal of HKD 113,442,000, significantly up from HKD 15,744,000 in the previous year[14] - Interest expenses on bank and other borrowings increased to HKD 100,262,000 from HKD 95,735,000, an increase of 5.3%[20] - The financing costs for the year were HKD 111.6 million, a decrease from HKD 118.4 million in the previous year[6] - The pre-tax profit for the year was HKD 83.1 million, significantly up from HKD 27.9 million in fiscal year 2023[6] - Other income and gains amounted to approximately HKD 119,000,000, significantly increasing from HKD 25,000,000 in the previous year, primarily due to the reversal of long-aged payables[167] Corporate Governance and Compliance - The company has adopted the standard code of conduct for securities trading by directors as per the listing rules, confirming compliance by all directors throughout the year[87] - The audit committee has reviewed the group's financial reporting procedures and internal controls for the fiscal year ending March 31, 2024[101] - The company has established an audit committee to oversee financial reporting, risk management, and corporate governance matters, with all members being independent non-executive directors[101] - The company is actively monitoring fluctuations in the RMB to HKD exchange rate and has prepared effective hedging mechanisms in response to adverse market conditions[90] - The company has faced challenges in obtaining necessary licenses and permits for the development and operation of agricultural product trading markets, employing qualified local staff to ensure compliance with regulations[91] Future Outlook - The company plans to focus on market expansion and new product development in the upcoming fiscal year[14] - The company is actively exploring and evaluating multiple business opportunities to support future growth[63] - The company has entered into a sale agreement for its interest in the Huai'an market, which is expected to impact future financial performance[70] - The group plans to sell a subsidiary holding the Huai'an Agricultural Products Trading Market for an initial consideration of approximately RMB 28,900,000 (equivalent to about HKD 31,900,000)[198] Employee and Operational Metrics - The group employed 1,048 employees as of March 31, 2024, down from 1,116 employees in the previous year, with approximately 98% based in China[193] - The group has no outstanding foreign exchange contracts, interest rate or currency swaps, or other financial derivatives as of March 31, 2024[184] Shareholder Information - The company does not plan to declare any dividends for the fiscal years ending March 31, 2024, and March 31, 2023[53] - The company will hold its annual general meeting on August 20, 2024, at the Millennium New World Hotel in Hong Kong[105] - The company plans to publish its annual report, which will include all information required by listing rules, available for shareholders and on its website[106]

Share Capital and Options - As of September 30, 2023, the total number of shares held by Onger Investments Limited is 2,007,700,062, and Goal Success Investments Limited holds 5,312,395,685 shares, representing approximately 27.4% and 72.6% of the total issued shares respectively [2][10]. - The total number of shares available for issue under the 2012 Scheme is 176,000,000, which represents approximately 1.77% of the existing issued share capital of the Company [17]. - The Company has granted share options totaling 50,000,000 to the Director Leung Sui Wah, with an exercise price of HK$0.118 per share [16]. - The Company’s share option scheme allows for options to be granted up to 1% of the shares in issue in any 12-month period without prior shareholder approval [14]. - The Company’s total outstanding share options as of April 1, 2023, were 211,000,000, which decreased to 176,000,000 by September 30, 2023, after the lapse of 35,000,000 options [16][17]. - The Company’s share option plan was adopted on May 3, 2012, and has since been terminated for new grants, with existing options remaining valid [12]. - The exercise price for share options is determined by the Board and must not be less than the closing price of the shares on the date of grant [13]. - The Company’s corporate governance includes provisions for refreshing the share option limit to 10% of the total number of shares in issue, subject to shareholder approval [15]. Financial Performance - Total revenue for the six months ended September 30, 2023, was HK$324,693,000, a slight increase from HK$321,507,000 in the same period of 2022, representing a growth of 0.68% [33]. - Revenue from property sales increased to HK$116,677,000, up from HK$108,185,000, reflecting a growth of 4.6% year-over-year [33]. - Commission income from the agricultural produce exchange market decreased to HK$45,136,000, down 12.5% from HK$51,505,000 in the previous year [33]. - For the six months ended September 30, 2023, the profit for the period attributable to ordinary equity holders was 7,764 million HKD, compared to 12,697 million HKD for the same period in 2022, reflecting a decrease of approximately 38.3% [47]. - The total comprehensive income for the period was a loss of 318,904 million HKD, compared to a loss of 353,631 million HKD in the previous year, indicating an improvement of about 9.8% [47]. - The basic earnings per share for the six months ended September 30, 2023, remained unchanged at 0.78 HKD, with no dilution effect from share options [47]. - The Group reported a profit for the period of HK$15,840,000, compared to HK$20,461,000 for the same period in 2022, reflecting a decline in profitability [64]. Cash Flow and Liabilities - Net cash flows from operating activities for the period were HK$116,089,000, compared to a net cash outflow of HK$45,934,000 in the same period last year [27]. - The company reported a net increase in cash and cash equivalents of HK$1,551,000, contrasting with a decrease of HK$129,366,000 in the prior year [27]. - Total non-current liabilities decreased to HK$1,483,318,000 from HK$1,717,098,000, indicating a reduction of approximately 13.6% [23]. - The equity attributable to owners of the parent was HK$1,586,896,000, down from HK$1,738,026,000, a decline of about 8.7% [23]. - The company incurred net cash used in investing activities of HK$17,342,000, compared to HK$2,740,000 in the previous year, indicating increased investment outflows [27]. - The total cash and cash equivalents at the end of the period stood at HK$278,509,000, compared to HK$270,863,000 at the end of the previous year [27]. - The group reported an increase in depreciation on owned assets to HK$7,543,000 from HK$6,666,000, which is an increase of about 13.1% [109]. - The group had capital commitments totaling HK$178,986,000 as of the reporting period [138]. Shareholder and Corporate Governance - The Company’s substantial shareholders include entities controlled by Mr. Tang, who is deemed to be interested in 7,320,095,747 shares, representing approximately 100% of the total issued shares [9][10]. - The board of directors does not recommend the payment of any interim dividend for the six months ended September 30, 2023, consistent with the previous year [94]. - The Group operates under two reportable segments: agricultural produce exchange market operation and property sales [70]. - The Group's segment performance is assessed based on the profit from each segment, including certain other income and expenses, and central administrative costs [81]. Legal Proceedings - The Group has been involved in civil proceedings related to the Baisazhou Acquisition since 2011, with key proceedings resolved in the current period [173]. - The Hong Kong Court ruled that Ms. Wang and Tian Jiu must pay the Company damages totaling RMB510,000,000 for losses incurred due to the undervaluation of Baisazhou Agricultural's shares [173]. - On April 26, 2023, the court ruled that Ms. Wang and Tian Jiu shall pay the Company damages totaling HK$567,037,325.74, along with interest from January 18, 2021 [175]. - The Company continues to be the legal and beneficial owner of Baisazhou Agricultural following the dismissal of the counterclaim by Ms. Wang and Tian Jiu [175]. Financial Instruments and Fair Value - The fair values of cash and cash equivalents, trade receivables, and other financial instruments approximate their carrying amounts due to short-term maturities [177]. - The fair values of the non-current portion of loans and interest receivables and interest-bearing bank borrowings were calculated by discounting expected future cash flows using current rates for similar instruments [181]. - The fair value measurement of financial instruments is reviewed and approved by the directors and discussed with the audit committee twice a year [190].

香港交易及結算所有限公司及香港聯合交易所有限公司對本公佈之內容概不負責，對其準確 性或完整性亦不發表任何聲明，並明確表示，概不對因本公佈全部或任何部分內容而產生或 因依賴該等內容而引致之任何損失承擔任何責任。 CHINA AGRI-PRODUCTS EXCHANGE LIMITED 中 國 農 產 品 交 易 有 限 公 司 （於百慕達註冊成立之有限公司） （股份代號：0149） 截至二零二三年九月三十日止六個月之 中期業績公佈 中期業績 中國農產品交易有限公司（「本公司」，連同其附屬公司統稱「本集團」）之董事 會（「董事會」或「董事」）欣然宣佈本集團截至二零二三年九月三十日止六個月 （「本期間」）的未經審核簡明綜合中期業績，連同截至二零二二年九月三十日 止六個月（「二零二二年對應期間」）的比較數字。本中期簡明綜合財務資料未 經審核，但已由本公司審核委員會（「審核委員會」）審閱。 ...

Financial Performance - The Group recorded a turnover of approximately HK$596 million for the year ended March 31, 2023, a decrease of approximately HK$273 million compared to the previous year[15]. - The Group recorded a turnover of approximately HK$596 million for the year ended 31 March 2023, representing a decrease of approximately 31% compared to HK$869 million for the previous financial year[37]. - Gross profit for the year was approximately HK$331 million, a decrease of approximately 27% from HK$456 million in the previous year[37]. - The segment result was approximately HK$200 million, reflecting a decrease of approximately 34% compared to HK$304 million in the last financial year[37]. - The decrease in turnover, gross profit, and segment result was primarily due to a reduction in property sales recognition during the year[37]. - Other revenue and net income decreased to approximately HK$25 million from approximately HK$27 million, mainly due to a decline in bank and other interest income[42]. - General and administrative expenses increased to approximately HK$164 million from approximately HK$149 million, primarily due to new business preparation costs[44]. - Selling expenses decreased to approximately HK$47 million from approximately HK$61 million, attributed to reduced sales recognition and related promotional activities[44]. - Profit attributable to owners of the Company was approximately HK$7 million, compared to approximately HK$6 million in the last financial year, despite a decrease in operational profit[55]. - Income tax decreased significantly to approximately HK$9 million from approximately HK$69 million, mainly due to lower assessable profits and over-provision recognized during the Year[54]. Market Operations - The Group managed a total of eleven agricultural produce exchange markets in mainland China, covering regions such as Wuhan, Huangshi, and Suizhou[18]. - The business operations span across multiple provinces, including Hubei, Henan, Guangxi, Jiangsu, and Liaoning[18]. - The Group's logistics network connects southern and northern regions, enhancing the efficiency of agricultural produce distribution[18]. - The Group's market expansion strategy includes establishing a nationwide chain of wholesale markets and modern agricultural logistics centers[18]. - The Group plans to expand new business sales channels by leveraging its eleven agricultural produce exchange markets across the country, targeting food supply to restaurants and supermarkets in Hong Kong[24]. - The turnover of Suizhou Market increased by approximately 11% compared to the last financial year[71]. - The turnover of Puyang Market increased by approximately 33% due to improved agricultural products transaction commission[73]. - The turnover of Luoyang Market decreased by approximately 52% due to reduced property sale recognition[72]. - The turnover of Yulin Market decreased by approximately 46% due to decreased property sale recognition[80]. - The turnover of Xuzhou Market decreased by approximately 3% compared to the last financial year[82]. - The turnover of Panjin Market decreased by approximately 4% compared to the last financial year[84]. Strategic Objectives - The year 2023 marks the beginning of the PRC's comprehensive implementation of the 20th National Congress's spirit, focusing on agricultural development and food security[19]. - The Group aims to ensure stable and secure supply of food and key agricultural products, aligning with national policies for rural revitalization and agricultural modernization[19]. - The company is committed to promoting high-quality development in agriculture and rural areas as part of its strategic objectives[19]. - The Group aims to enhance cold chain logistics, as the comprehensive cold chain circulation rate of fresh agricultural products in China is only 19%, significantly lower than the over 90% in developed countries[23]. - The Group is committed to implementing a comprehensive agricultural produce exchange market information system to drive business development and achieve sustained profit growth[28]. - The Group aims to build a nationwide agricultural produce exchange network, leveraging its industry position and advanced management systems[166]. - The Group is expanding operations in China through an "asset light" strategy and exploring electronic platform development to leverage advancements in the data economy promoted by the PRC government[169]. - The Group aims to build a national agricultural produce trading market network, leveraging its leading industry position and replicable business model[170]. Corporate Governance - The Company has maintained a high standard of corporate governance, emphasizing transparency, accountability, integrity, and independence to enhance competitiveness and operating efficiency[195]. - The Board comprises three executive Directors and three independent non-executive Directors as of the date of the annual report[199]. - The Company has complied with the Corporate Governance Code throughout the financial year ended March 31, 2023[196]. - The Company adopted the Model Code for Securities Transactions by Directors, ensuring compliance by all Directors throughout the financial year[197]. - The Company has a written code of conduct regarding securities transactions for relevant employees likely to possess inside information[198]. Legal and Compliance - The company has complied with all relevant laws and regulations impacting its business operations during the year[133]. - The Group has engaged independent environmental consultants to conduct environmental impact assessments for all construction projects, ensuring compliance with PRC environmental laws[129]. - The company has adhered to the "Three Simultaneities" principle in all construction projects, ensuring compliance with environmental standards[132]. - The Group regularly reviews its liquidity levels to ensure adequate financing for its capital-intensive agri-products exchange markets[124]. - The Group faces risks including fluctuations in the RMB exchange rate against Hong Kong dollars, which could impact financial reporting[124]. - The Group does not have a foreign currency hedging policy and is exposed to foreign currency risks primarily from operations in mainland China[111]. Human Resources - As of March 31, 2023, the Group employed 1,116 employees, a slight increase from 1,115 employees on March 31, 2022, with approximately 98% located in the PRC[160]. - The remuneration policy for employees is reviewed periodically, focusing on market conditions, company performance, and individual qualifications[160]. - The Company adopted a new share option scheme on August 26, 2022, to reward eligible participants and enhance company value[160]. Environmental and Social Responsibility - The Group donated approximately HK$6.29 million worth of supplies to charitable organizations in China and the local community during the year[29]. - The Group has been actively promoting the informatization of agricultural produce exchange markets to transform traditional markets into modern digital wholesale cities[22]. - The Group's leadership team has extensive experience in business operations, corporate governance, and mergers and acquisitions, enhancing its strategic capabilities[177][178]. Risk Management - The Group's treasury policy includes diversifying funding sources, primarily relying on internally generated cash flow and interest-bearing loans from banks and non-financial institutions[116]. - The Group's interest-bearing debts totaled approximately HK$1,402 million as of March 31, 2023, down from HK$1,492 million as of March 31, 2022[108]. - The effective interest rate for Listed Notes was 12% for both years, while financial institution borrowings had an effective interest rate of 5% as of March 31, 2023[115]. Legal Proceedings - The Company continues to seek legal advice for the recovery of damages against Ms. Wang and Tian Jiu[158]. - The Company was awarded damages totaling HK$567,037,325.74 from Ms. Wang and Tian Jiu, along with interest from January 18, 2021, until payment[157]. - The Supreme Court dismissed the application for retrial regarding the previous judgments, confirming the rulings in favor of the Company[151]. - The company has faced ongoing legal proceedings related to the acquisition of a 90% interest in Baisazhou Agricultural, with claims of forged agreements[138]. - The Ministry of Commerce of the PRC was ordered to handle an application regarding the revocation of approval related to the contested agreements within 30 days[142].

Financial Performance - The Group recorded a turnover of approximately HK$322 million for the six months ended 30 September 2022, representing a decrease of approximately HK$90 million or 22% from HK$412 million for the corresponding period in 2021[14]. - The decline in turnover was attributed to lower property sales recognition and market operation turnover compared to the 2021 corresponding period[14]. - The Group recorded a gross profit of approximately HK$175 million, a decrease of approximately 23% compared to HK$228 million in the corresponding period of 2021[17]. - The segment result was approximately HK$116 million, representing a decrease of approximately 27% from HK$158 million in the same period last year[17]. - The profit for the period attributable to owners of the Company was approximately HK$8 million, down from approximately HK$18 million in the corresponding period of 2021[27]. - The Group's profit from operations before fair value change of investment properties was approximately HK$91 million, down from approximately HK$138 million in the previous year[27]. Expenses and Costs - General and administrative expenses increased to approximately HK$82 million, up from approximately HK$75 million in the previous year, mainly due to pandemic-related expenses[19]. - Selling expenses decreased to approximately HK$16 million from HK$23 million, attributed to reduced property sales recognition[19]. Dividends - The Board resolved not to declare any interim dividend for the six months ended 30 September 2022, consistent with the previous year where no dividend was declared[10][12]. Market Operations - Huangshi Market occupies approximately 23,000 square metres and has resumed full operation during the Period[38]. - Suizhou Market, covering around 240,000 square metres, showed satisfactory operating performance despite moderate impacts from the COVID-19 pandemic[40]. - Luoyang Market, the flagship project in Henan Province, has a site area of approximately 255,000 square metres and contributed positive cash flow to the Group as operations returned to normal[43]. - Yulin Market is one of the largest agricultural produce exchange markets in Guangxi Region, with a site area of approximately 415,000 square metres, and its performance was satisfactory during the Period[49]. - Xuzhou Market occupies approximately 200,000 square metres and serves as a major marketplace for fruit supply in northern Jiangsu Province, showing steady operating performance[51]. - Huai'an Market, covering about 100,000 square metres, has been operational since October 2015 and is expected to require more time for market growth[58]. - Panjin Market, with a construction area of around 50,000 square metres, focuses on river crab trading and is expected to maintain steady performance[59]. Investment Properties - The Group recorded a net gain in fair value of investment properties of approximately HK$25 million, compared to HK$4 million in the previous year[20]. - The stock of properties value impaired during the period was approximately HK$5 million, whereas there was no impairment in the same period last year[20]. - The fair value of the Group's investment properties was determined based on independent professional valuations, adhering to HKIS Valuation Standards 2020[92]. Financial Position - As of September 30, 2022, the Group had total cash and cash equivalents amounting to approximately HK$271 million, down from approximately HK$440 million as of March 31, 2022[75]. - Total assets were approximately HK$4,699 million as of September 30, 2022, compared to approximately HK$5,491 million as of March 31, 2022[75]. - The Group's gearing ratio increased to approximately 0.6 as of September 30, 2022, from approximately 0.4 as of March 31, 2022[75]. - The ratio of total interest-bearing debts to total assets was approximately 29% as of September 30, 2022, compared to approximately 27% as of March 31, 2022[75]. - Outstanding capital commitments amounted to approximately HK$213 million as of September 30, 2022, down from approximately HK$272 million as of March 31, 2022[78]. - The Group's total interest-bearing debts were approximately HK$1,375 million as of September 30, 2022, down from approximately HK$1,492 million as of March 31, 2022[87]. Legal Proceedings - The company faced legal proceedings initiated by Ms. Wang and Tian Jiu regarding the acquisition of 90% equity in Baisazhou Agricultural Products, claiming the transfer agreement was forged[106]. - The Hubei Court dismissed the claims from Ms. Wang and Tian Jiu, ordering them to bear the legal costs, but the decision was later overturned by the Supreme Court, which declared the agreement invalid[107]. - The Supreme Court recognized a sales agreement worth HKD 1,156,000,000 that must be executed by the company, Ms. Wang, and Tian Jiu[107]. - The Company continues to monitor ongoing legal proceedings related to the interests in Baisazhou Agricultural[120]. Employee and Remuneration - As of September 30, 2022, the Group employed 1,105 individuals, a slight decrease from 1,115 as of March 31, 2022, with approximately 98% located in the PRC[128]. - The Group's remuneration policy is reviewed periodically, with employee compensation adjusted annually based on market conditions, qualifications, experience, responsibilities, and performance[128]. - The Group has adopted a new share option scheme on August 26, 2022, aimed at rewarding eligible participants and enhancing the Company's value for shareholders[128]. Strategic Initiatives - The Company is actively studying various business opportunities to diversify income streams and deliver long-term benefits to shareholders[29]. - The Group is exploring opportunities to establish a new electronic trading platform to enhance the efficiency of the agricultural products market[60]. - The Group is pursuing an "asset light" strategy and exploring electronic platform development to capitalize on technology advancements in the PRC[134]. - The Group plans to build a nationwide agricultural produce exchange network leveraging its industry position and advanced management systems[131]. Risk Management - The Group has implemented policies to monitor and assess potential cyber risks, ensuring the security of its operations[61]. - Environmental risks due to severe climate change may adversely impact agricultural production and the Group's turnover in market operations and property sales[71]. - The Group faces risks including fluctuations in the Renminbi exchange rate, difficulty in obtaining financing, and challenges in maintaining competitive positioning in the agri-products exchange market[100]. Shareholder Information - As of September 30, 2022, Mr. Tang held 7,320,095,747 shares, representing approximately 73.54% of the Company's total issued shares[156]. - The Company confirmed compliance with the required standards set out in the Model Code for the entire reporting period[148]. - The 2022 Scheme will remain in force for 10 years, until August 25, 2032[190].