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8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: China Agri-Products Exchange Limited 中國農產品交易有限公司 呈交日期: 2025年9月3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) | 00149 | 說明 | 中國農產品交易 | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 30,000,000,000 | HKD | | 0.01 HKD | | 300,000,000 | | 增加 / 減少 (-) | | | 0 | | | HKD | | | | 本月底結存 | | | 30,000,000,000 | HKD | ...

董事會欣然宣佈，所有載於股東週年大會通告內提呈之建議決議案已於二零二五年八月十九日 舉行之股東週年大會上，以投票方式獲股東正式通過。 茲提述 China Agri-Products Exchange Limited 中國農產品交易有限公司（「本公司」）日期為 二零二五年七月二十五日之通函（「該通函」），當中載有日期為二零二五年七月二十五日 之通告（「股東週年大會通告」）以召開本公司於二零二五年八月十九日舉行之股東週年大 會（「股東週年大會」）。除文義另有所指外，本公佈所用詞彙與該通函所界定者具相同涵 義。 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，概不就因本公佈全部或任何部分內容而產生或因倚賴該等內容而 引致的任何損失承擔任何責任。 於二零二五年八月十九日舉行之 股東週年大會之投票結果 股東週年大會投票結果 股東週年大會投票結果 董事會欣然宣佈，所有載於股東週年大會通告內提呈之建議決議案已於二零二五年八月十九日 舉行之股東週年大會上，以投票方式獲股東正式通過，投票結果載列如下： | | | 投票所代表之 | | | --- | - ...

Group 1 - The core viewpoint of the article highlights the significant increase in the stock price of China Agricultural Products Exchange, which rose by 7.14% to 0.06 yuan per share, with a trading volume of 2.345 million yuan as of August 7 [1] - China Agricultural Products Exchange focuses on the investment, development, construction, and operation of wholesale markets for agricultural products, currently operating large-scale wholesale markets and logistics centers in 11 major cities across the country [1] - The company is supported by national policies and plans to continue investing resources to develop its agricultural product logistics center network, aiming to ensure food safety and provide reasonable returns to investors [1] Group 2 - As of the 2024 annual report, China Agricultural Products Exchange reported total operating revenue of 490 million yuan and a net profit of 7.2285 million yuan [2]

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 本月底法定/註冊股本總額： HKD 300,000,000 第 1 頁 共 10 頁 v 1.1.1 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: China Agri-Products Exchange Limited 中國農產品交易有限公司 呈交日期: 2025年8月1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) | 00149 | 說明 | 中國農產品交易 | | | | | | | | | 法定/註冊股份數目 | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 30,000,000,000 HKD | | 0.01 | HKD | | 300,000,000 | | 增加 / 減少 (-) | | | 0 | ...

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 ...

[Annual Financial Summary](index=1&type=section&id=Annual%20Financial%20Summary) This section provides a high-level overview of the group's financial performance and position for the fiscal years 2025 and 2024 Financial Summary Comparison for FY2025 and FY2024 | Metric | FY2025 (million HKD) | FY2024 (million HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 530.8 | 579.1 | -8.3% | | Gross Profit | 296.4 | 343.3 | -13.7% | | Net Profit | 32.1 | 26.9 | 19.3% | | Profit Attributable to Owners of the Parent | 7.8 | 7.4 | 5.4% | | Net Assets (as at March 31) | 2,027.0 | 2,068.7 | -2.0% | | Cash and Bank Balances and Pledged Bank Deposits (as at March 31) | 181.7 | 283.0 | -35.8% | | Gearing Ratio (as at March 31) | 46.3% | 49.9% | -3.6% | [Consolidated Financial Statements](index=2&type=section&id=Consolidated%20Financial%20Statements) This section presents the group's detailed financial statements, including the statement of profit or loss and financial position [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=2&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the year ended March 31, 2025, the group's revenue decreased by 8.3% to HKD 530.8 million, and gross profit declined by 13.7% to HKD 296.4 million, yet profit for the year increased by 19.3% to HKD 32.1 million, and profit attributable to owners of the parent grew by 5.4% to HKD 7.8 million, driven by a significant reduction in income tax expense and narrower other comprehensive loss Key Data from Consolidated Statement of Profit or Loss and Other Comprehensive Income | Metric | 2025 (thousand HKD) | 2024 (thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 530,761 | 579,132 | -8.3% | | Cost of sales | (234,372) | (235,840) | -0.6% | | Gross profit | 296,389 | 343,292 | -13.7% | | Other income and gains | 46,858 | 119,261 | -60.7% | | Operating profit | 127,183 | 194,692 | -34.7% | | Profit before tax | 35,608 | 83,117 | -57.2% | | Income tax expense | (3,481) | (56,241) | -93.8% | | Profit for the year | 32,127 | 26,876 | 19.5% | | Profit attributable to owners of the parent | 7,833 | 7,353 | 6.5% | | Total comprehensive loss attributable to owners of the parent | (48,904) | (66,353) | -26.3% | | Basic and diluted earnings per share (HK cents) | 0.08 | 0.07 | 14.3% | [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 slightly decreased, primarily due to reductions in investment properties and properties held for sale, with net current assets and net assets also declining, though the gearing ratio improved, indicating a slight reduction in financial leverage Key Data from Consolidated Statement of Financial Position | Metric | 2025 (thousand HKD) | 2024 (thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | **Non-current assets** | | | | | Investment properties | 2,595,727 | 2,809,556 | -7.6% | | Total non-current assets | 2,839,783 | 2,909,942 | -2.4% | | **Current assets** | | | | | Properties held for sale | 996,978 | 1,173,590 | -15.1% | | Cash and bank balances | 181,673 | 243,435 | -25.4% | | Total current assets | 1,394,619 | 1,728,124 | -19.3% | | **Current liabilities** | | | | | Trade and other payables | 300,079 | 255,504 | 17.5% | | Interest-bearing bank and other borrowings | 286,156 | 362,624 | -21.1% | | Total current liabilities | 880,109 | 1,082,554 | -18.7% | | Net current assets | 514,510 | 645,570 | -20.3% | | **Non-current liabilities** | | | | | Interest-bearing bank and other borrowings | 774,184 | 951,889 | -18.7% | | Total non-current liabilities | 1,327,258 | 1,486,768 | -10.7% | | Net assets | 2,027,035 | 2,068,744 | -2.0% | | Total equity | 2,027,035 | 2,068,744 | -2.0% | [Notes to Financial Information](index=6&type=section&id=Notes%20to%20Financial%20Information) This section details the accounting policies, changes, and specific financial data breakdowns supporting the consolidated financial statements [Basis of Preparation](index=6&type=section&id=Basis%20of%20Preparation) This financial information is prepared in accordance with Hong Kong Financial Reporting Standards and the Hong Kong Companies Ordinance, primarily using the historical cost convention, except for investment properties and financial assets at fair value through profit or loss, and is presented in Hong Kong dollars - Financial information is prepared in accordance with Hong Kong Financial Reporting Standards and the Hong Kong Companies Ordinance, primarily using the historical cost convention, except for investment properties and financial assets at fair value through profit or loss[7](index=7&type=chunk) - All amounts are presented in Hong Kong dollars and rounded to the nearest thousand[8](index=8&type=chunk) [Changes in Accounting Policies and Disclosures](index=6&type=section&id=Changes%20in%20Accounting%20Policies%20and%20Disclosures) This year saw the initial adoption of amendments to HKFRS 16 and HKAS 7 with HKFRS 7, but these revisions had no material impact on the group's financial position or performance due to the absence of relevant transactions or arrangements - Amendments to HKFRS 16 (Lease Liability in a Sale and Leaseback) had no impact on the group as there were no relevant sale and leaseback transactions[9](index=9&type=chunk) - Amendments to HKAS 7 and HKFRS 7 (Supplier Finance Arrangements) had no impact on the group as there were no supplier finance arrangements[9](index=9&type=chunk) [Operating Segment Information](index=7&type=section&id=Operating%20Segment%20Information) The group operates two reportable segments: agricultural product trading markets and property sales; in FY2025, the agricultural product trading market segment saw significant performance growth, while property sales recorded a loss, leading to an overall increase in segment results - The group has two reportable segments: operating agricultural product trading markets (managing and investing in agricultural product trading markets in Mainland China and fresh food stores in Hong Kong) and property sales (engaging in property development)[10](index=10&type=chunk) Segment Revenue and Results Analysis | Segment | 2025 Revenue (thousand HKD) | 2024 Revenue (thousand HKD) | 2025 Segment Results (thousand HKD) | 2024 Segment Results (thousand HKD) | | :--- | :--- | :--- | :--- | :--- | | Operating agricultural product trading markets | 406,316 | 404,801 | 191,292 | 104,810 | | Property sales | 124,445 | 174,331 | (802) | 33,899 | | Consolidated total | 530,761 | 579,132 | 190,490 | 138,709 | - Operating agricultural product trading markets segment results increased by **82.5%** from **HKD 104,810 thousand** in 2024 to **HKD 191,292 thousand** in 2025[11](index=11&type=chunk) - Property sales segment results shifted from a profit of **HKD 33,899 thousand** in 2024 to a loss of **HKD 802 thousand** in 2025[11](index=11&type=chunk) [Revenue](index=8&type=section&id=Revenue) Total revenue for the year was HKD 530,761 thousand, an 8.3% decrease from last year, primarily due to a significant decline in property sales revenue, partially offset by an increase in rental income from investment properties under operating leases Revenue Source Analysis | Revenue Source | 2025 (thousand HKD) | 2024 (thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue from property ancillary services | 88,731 | 87,062 | 1.9% | | Commission income from operating agricultural product trading markets | 80,005 | 83,688 | -4.4% | | Revenue from property sales | 124,445 | 174,331 | -28.7% | | Revenue from sales of food and agricultural by-products | 30,608 | 30,594 | 0.0% | | Gross rental income from investment properties under operating leases | 206,972 | 203,457 | 1.7% | | **Total** | **530,761** | **579,132** | **-8.3%** | [Other Income and Gains](index=8&type=section&id=Other%20Income%20and%20Gains) Other income and gains for the year significantly decreased by 60.7% to HKD 46,858 thousand, primarily due to a large reversal of long-aged payables in the prior year, with this year's income mainly from the gain on disposal of a subsidiary Other Income and Gains Analysis | Item | 2025 (thousand HKD) | 2024 (thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Bank and other interest income | 1,242 | 2,808 | -55.8% | | Government grants from PRC | 4,564 | 4,618 | -1.2% | | Gain on disposal of a subsidiary | 35,794 | – | N/A | | Reversal of long-aged payables | – | 101,840 | -100.0% | | Gain on termination of leases | 239 | – | N/A | | Others | 5,019 | 9,995 | -49.8% | | **Total** | **46,858** | **119,261** | **-60.7%** | - The **HKD 101,840 thousand** reversal of long-aged payables in 2024, absent in 2025, was the primary reason for the significant decrease in other income and gains[12](index=12&type=chunk) - A gain of **HKD 35,794 thousand** from the disposal of a subsidiary was recorded in 2025[12](index=12&type=chunk) [Profit Before Tax](index=9&type=section&id=Profit%20Before%20Tax) Profit before tax for the year was HKD 35,608 thousand, a significant 57.2% decrease from last year, driven by changes in key cost items like property sales, services provided, and goods sold, a shift from reversal to impairment loss on financial assets, while net rental income remained stable Key Deductions/Additions to Profit Before Tax | Item | 2025 (thousand HKD) | 2024 (thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Cost of property sales | 113,778 | 127,359 | -10.6% | | Cost of services provided | 96,406 | 88,730 | 8.6% | | Cost of goods sold | 24,188 | 19,751 | 22.5% | | Total employee benefit expense | 135,798 | 136,338 | -0.4% | | Net impairment loss on financial assets / (reversal of impairment loss) | 16,176 | (628) | N/A (from reversal to loss) | | Net rental income | (179,883) | (177,488) | 1.3% | | Fair value loss / (gain) on subleased investment properties | 2,075 | (15,183) | N/A (from gain to loss) | - Net impairment loss on financial assets shifted from a reversal of **HKD 628 thousand** in 2024 to a loss of **HKD 16,176 thousand** in 2025[13](index=13&type=chunk) - Fair value of subleased investment properties changed from a gain of **HKD 15,183 thousand** in 2024 to a loss of **HKD 2,075 thousand** in 2025[13](index=13&type=chunk) [Finance Costs](index=10&type=section&id=Finance%20Costs) Total finance costs for the year amounted to HKD 91,575 thousand, a 17.9% decrease from last year, primarily driven by reduced interest expenses on bank and other borrowings and unsecured notes Finance Costs Analysis | Item | 2025 (thousand HKD) | 2024 (thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Interest on bank and other borrowings | 88,473 | 100,262 | -11.8% | | Interest on unsecured notes | 679 | 9,210 | -92.6% | | Interest on lease liabilities | 1,944 | 2,103 | -7.5% | | Interest on consideration payable | 479 | – | N/A | | **Total** | **91,575** | **111,575** | **-17.9%** | [Income Tax Expense](index=10&type=section&id=Income%20Tax%20Expense) Income tax expense for the year significantly decreased by 93.8% to HKD 3,481 thousand, primarily benefiting from the release of over-provision for prior years in Mainland China and a reduction in deferred tax - Hong Kong profits tax rate is **16.5%**, Mainland China taxes are calculated at local prevailing rates, and land appreciation tax is provided at fixed or progressive rates[15](index=15&type=chunk) Income Tax Expense Analysis | Item | 2025 (thousand HKD) | 2024 (thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Current—Hong Kong for the year | 83 | 505 | -83.6% | | Current—Mainland China for the year | 15,231 | 47,575 | -68.0% | | Land appreciation tax | 9,508 | 13,456 | -29.4% | | Over-provision in prior years | (10,398) | – | N/A | | Deferred | (10,943) | (5,295) | 106.7% | | **Total tax expense for the year** | **3,481** | **56,241** | **-93.8%** | - The release of **HKD 10,398 thousand** in over-provision for prior years in 2025 significantly reduced income tax expense[16](index=16&type=chunk) [Dividends](index=10&type=section&id=Dividends) The Board does not recommend the payment of any dividends for the years ended March 31, 2025, and 2024 - The Directors do not recommend the payment of any dividends for the years ended March 31, 2025, and 2024[17](index=17&type=chunk) [Earnings Per Share Attributable to Ordinary Equity Holders of the Parent](index=10&type=section&id=Earnings%20Per%20Share%20Attributable%20to%20Ordinary%20Equity%20Holders%20of%20the%20Parent) For the year ended March 31, 2025, basic earnings per share increased to **0.08 HK cents** from **0.07 HK cents** last year, with diluted earnings per share remaining the same as basic earnings due to no dilutive effect from unexercised share options Earnings Per Share | Metric | 2025 (HK cents) | 2024 (HK cents) | | :--- | :--- | :--- | | Basic and diluted earnings per share | 0.08 | 0.07 | - Basic earnings per share is calculated based on profit attributable to owners of the parent and the weighted average of **9,953,067,822** ordinary shares in issue[18](index=18&type=chunk) - No adjustment for dilution was made as the unexercised share options had no dilutive effect on the basic earnings per share amount[18](index=18&type=chunk) [Trade Receivables](index=11&type=section&id=Trade%20Receivables) As of March 31, 2025, net trade receivables were HKD 1,280 thousand, a 37.7% decrease from last year, with credit risk concentrated among a few customers, though most receivables were neither past due nor impaired Net Trade Receivables | Item | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Trade receivables | 8,767 | 9,560 | | Impairment | (7,487) | (7,505) | | Net carrying amount | 1,280 | 2,055 | - The group generally grants an average credit period of **30 days** to trade customers, which may be extended based on customer business relationships and creditworthiness[19](index=19&type=chunk) - The five largest receivable balances accounted for approximately **76.6%** of trade receivables (2024: **79.2%**), with the largest trade receivable balance representing approximately **70.2%** of the total (2024: **66.0%**), indicating concentrated credit risk[19](index=19&type=chunk) Ageing Analysis of Trade Receivables | Ageing | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Within 1 month | 694 | 1,199 | | 1 to 3 months | 355 | 726 | | Over 3 months but not over 6 months | 136 | 77 | | Over 6 months | 95 | 53 | | **Total** | **1,280** | **2,055** | [Trade and Other Payables](index=12&type=section&id=Trade%20and%20Other%20Payables) As of March 31, 2025, total trade and other payables amounted to HKD 300,079 thousand, a 17.5% increase from last year, primarily driven by a significant rise in amounts due to fellow subsidiaries, while trade payables substantially decreased Trade and Other Payables Analysis | Item | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Trade payables | 23,824 | 45,348 | | Amounts due to fellow subsidiaries | 112,540 | 14,297 | | **Total** | **300,079** | **255,504** | - Ageing analysis of trade payables shows that amounts over **12 months** constitute the largest proportion, though the total amount has decreased[21](index=21&type=chunk) - Amounts due to fellow subsidiaries significantly increased from **HKD 14,297 thousand** in 2024 to **HKD 112,540 thousand** in 2025[21](index=21&type=chunk) [Comparative Information](index=13&type=section&id=Comparative%20Information) Certain comparative figures have been re-presented to conform with the current year's presentation, primarily involving reclassification of major statement items and notes to financial information - Certain comparative figures have been re-presented to conform with the current year's presentation, primarily involving reclassification of major statement items and notes to financial information[23](index=23&type=chunk) [Management Discussion and Analysis](index=14&type=section&id=Management%20Discussion%20and%20Analysis) This section provides management's perspective on the group's financial performance, business operations, liquidity, and future outlook [Financial Performance Summary](index=14&type=section&id=Financial%20Performance%20Summary) This year's revenue decreased by **8%** due to reduced property sales, and gross profit fell by **14%**, yet segment results grew from lower fair value losses on agricultural market investment properties; other income significantly dropped due to fewer long-aged payable reversals, while income tax expense sharply declined from tax benefits and prior provision releases, ultimately leading to a slight increase in profit attributable to owners of the parent - Revenue for the year was approximately **HKD 531 million**, a decrease of approximately **8%** from last year, primarily due to reduced property sales revenue[25](index=25&type=chunk) - Gross profit for the year was approximately **HKD 296 million**, a decrease of approximately **14%** from last year[25](index=25&type=chunk) - Segment results were approximately **HKD 190 million**, an increase from last year, mainly due to a reduction in fair value losses on investment properties held for operating agricultural product trading markets[25](index=25&type=chunk) - Other income and gains were approximately **HKD 47 million**, a significant decrease from **HKD 119 million** last year, primarily due to reduced reversals of long-aged payables[26](index=26&type=chunk) - General and administrative expenses increased to **HKD 170 million**, mainly due to higher depreciation and exchange losses; selling expenses decreased to **HKD 18 million** due to fewer promotional activities; and finance costs decreased to **HKD 92 million** due to lower costs for unsecured notes and bank borrowings[27](index=27&type=chunk) - Net impairment loss on financial assets was approximately **HKD 16 million**, compared to a net reversal of impairment loss of approximately **HKD 1 million** last year[28](index=28&type=chunk) - Net fair value loss on investment properties held for own use was approximately **HKD 12 million**, a significant reduction from **HKD 83 million** last year, primarily due to decreased rental values in the China investment property market[29](index=29&type=chunk) - Income tax expense was approximately **HKD 3.5 million**, a significant reduction from **HKD 56 million** last year, primarily due to dividend withholding tax benefits and the release of over-provision for prior years[31](index=31&type=chunk) - Profit attributable to owners of the parent was approximately **HKD 7.8 million**, a slight increase from **HKD 7.4 million** last year, primarily due to the combined effect of gain on disposal of a subsidiary and reduced net fair value loss on investment properties held for own use[32](index=32&type=chunk) - The Directors do not recommend the payment of any final dividend for the current year[33](index=33&type=chunk) [Business Review](index=16&type=section&id=Business%20Review) The group primarily engages in property management and sales for agricultural product trading markets in Hong Kong and China; despite the downturn in China's real estate market, the agricultural market business model's nature mitigated severe impact, with the group actively exploring diversified revenue streams, maintaining stable or growing performance across various provincial agricultural markets, and investing in e-commerce platform development - The group primarily engages in property management and sales for agricultural product trading markets in Hong Kong and China[34](index=34&type=chunk) - The downturn in China's real estate market impacted property sales, but the nature of the agricultural product market business model mitigated severe impact on its performance[34](index=34&type=chunk) - The group actively researches and evaluates various business opportunities to diversify its revenue streams[34](index=34&type=chunk) [Agricultural Product Trading Markets](index=16&type=section&id=Agricultural%20Product%20Trading%20Markets) The group operates multiple agricultural product trading markets across provinces like Hubei, Henan, Guangxi, Jiangsu, and Liaoning; Wuhan Baishazhou market revenue remained stable, while Huangshi and Suizhou markets grew by approximately **4%**; Luoyang market revenue decreased by **32%** due to reduced property sales, whereas Puyang and Kaifeng markets increased by **18%** and **4%** respectively from higher property sales recognition or rental income; Yulin market revenue fell by **20%**, with a capital reduction agreement signed for partial equity disposal; Qinzhou market revenue grew by **28%**, Xuzhou market revenue was largely similar, and Huai'an market was sold in September 2024; Panjin market revenue increased by **19%** - Wuhan Baishazhou Market (Hubei Province) revenue was largely similar to the previous financial year and was awarded among the **Top 10 National Comprehensive Agricultural Product Wholesale Markets**[35](index=35&type=chunk) - Huangshi Hongjin Agricultural and By-products Trading Market (Hubei Province) revenue increased by approximately **4%** compared to the previous financial year[36](index=36&type=chunk) - Suizhou Baishazhou Agricultural and By-products Trading Market (Hubei Province) revenue increased by approximately **4%** compared to the previous financial year[37](index=37&type=chunk) - Luoyang Hongjin Agricultural and By-products Trading Market (Henan Province) revenue decreased by approximately **32%** compared to the previous financial year, primarily due to reduced property sales recognition[38](index=38&type=chunk) - Puyang Hongjin Agricultural and By-products Trading Market (Henan Province) revenue increased by approximately **18%** compared to the previous financial year, primarily due to increased property sales recognition[39](index=39&type=chunk) - Kaifeng Hongjin Agricultural and By-products Trading Market (Henan Province) revenue increased by approximately **4%** compared to the previous financial year, primarily due to increased rental income[40](index=40&type=chunk) - Yulin Hongjin Agricultural and By-products Trading Market (Guangxi region) revenue decreased by approximately **20%** compared to the previous financial year, and a capital reduction agreement has been signed for the disposal of a portion of its equity interest[41](index=41&type=chunk) - Qinzhou Hongjin Agricultural and By-products Trading Market (Guangxi region) revenue increased by approximately **28%** compared to the previous financial year, primarily due to increased rental income[42](index=42&type=chunk) - Huai'an Hongjin Agricultural and By-products Trading Market (Jiangsu Province) was disposed of on **September 5, 2024**, and the group no longer holds any interest[44](index=44&type=chunk) - Panjin Hongjin Agricultural and By-products Trading Market (Liaoning Province) revenue increased by approximately **19%**, primarily due to increased rental income[45](index=45&type=chunk) [E-commerce](index=19&type=section&id=E-commerce) The group has invested resources in developing an e-commerce platform to enhance the efficiency of agricultural product trading markets and continues to implement cost control measures - The group has launched a new e-commerce platform to enhance the efficiency of agricultural product trading markets[46](index=46&type=chunk) - The group continues to implement cost control measures in e-commerce platform development[46](index=46&type=chunk) [Cyber Risk and Security](index=19&type=section&id=Cyber%20Risk%20and%20Security) The group assigns professionals to monitor cyber risks and implements policies for hardware and software maintenance, internal and external network isolation, and regular protection system updates to ensure cybersecurity - The group assigns professionals to monitor and assess potential cyber risks and maintain hardware and software[47](index=47&type=chunk) - Policies and procedures are in place to regulate internet usage, conduct physical system maintenance, regularly update protection systems and firewalls, and assign professionals for daily monitoring of unusual activities[47](index=47&type=chunk) [Data Fraud or Theft Risk](index=19&type=section&id=Data%20Fraud%20or%20Theft%20Risk) The group continuously reviews and updates its internal control systems for data access, adopting appropriate policies to protect data and restrict access to authorized personnel only, effectively mitigating data fraud or theft risks - The group continuously reviews and updates its internal control systems for data access, adopting appropriate policies to protect data and restrict access to authorized personnel only[48](index=48&type=chunk) - Management believes that effective policies and procedures have been implemented to mitigate data fraud or theft risks[48](index=48&type=chunk) [Environmental and Social Risks](index=19&type=section&id=Environmental%20and%20Social%20Risks) The group faces moderate environmental risks, primarily from the potential adverse impacts of climate change in China on agricultural production, which could in turn affect agricultural product market operations and property sales revenue - The group faces moderate environmental risks, primarily from the potential adverse impacts of climate change in China on agricultural production[49](index=49&type=chunk) - This risk could affect the group's revenue from operating agricultural product markets and property sales[49](index=49&type=chunk) [Liquidity and Financial Resources](index=19&type=section&id=Liquidity%20and%20Financial%20Resources) As of March 31, 2025, the group's total cash and bank balances were approximately HKD 182 million, a 25.4% decrease from last year; total assets and net assets both declined, but the gearing ratio improved from 49.9% to 46.3%, indicating improved financial leverage Overview of Liquidity and Financial Resources | Metric | As at March 31, 2025 (million HKD) | As at March 31, 2024 (million HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Total cash and bank balances | 182 | 243 | -25.4% | | Total assets | 4,234 | 4,638 | -8.7% | | Net assets | 2,027 | 2,069 | -2.0% | | Gearing ratio | 46.3% | 49.9% | -3.6% | | Total interest-bearing bank and other borrowings and unsecured notes | 1,121 | 1,315 | -14.8% | | Ratio of total interest-bearing bank and other borrowings to total assets | 26% | 28% | -2.0% | [Significant Acquisitions and Disposals](index=20&type=section&id=Significant%20Acquisitions%20and%20Disposals) This year, the group completed two significant transactions: the disposal of its entire equity interest in Huai'an Market, realizing a gain of approximately **HKD 35.8 million**, and the acquisition of a **50%** equity interest in a PRC joint venture for a total consideration of **HKD 150 million**, accounted for as an asset acquisition - On **September 5, 2024**, the group completed the disposal of its entire equity interest in the Huai'an Market subsidiary for a total consideration of approximately **RMB 66.4 million**, realizing a gain of approximately **HKD 35.8 million**[52](index=52&type=chunk) - On **February 25, 2025**, the group completed the acquisition of the entire issued share capital and shareholder loans of Weijun Investment Limited (holding a **50%** equity interest in Shenzhen Jimao Market Co., Ltd.) for a total consideration of **HKD 150 million**, which was accounted for as an asset acquisition[53](index=53&type=chunk) [Unsecured Notes](index=21&type=section&id=Unsecured%20Notes) The company established a **HKD 1 billion** medium-term note program this year and issued two tranches of unsecured fixed-rate notes with principal amounts of **HKD 41 million** and **HKD 50 million**, respectively; subsequent to the reporting period, an additional **HKD 38 million** in unsecured notes was issued - The company announced the establishment of a **HKD 1 billion** medium-term note program on **August 23, 2024**[54](index=54&type=chunk) - On **November 29, 2024**, and **February 21, 2025**, the company issued unsecured fixed-rate notes with principal amounts of **HKD 41 million** and **HKD 50 million**, respectively[54](index=54&type=chunk) - Subsequent to the reporting period, on **April 3, 2025**, the company issued unsecured notes with a principal amount of **HKD 38 million**[54](index=54&type=chunk) - As of the date of this announcement, the total principal amount of unsecured notes outstanding under the program is **HKD 129 million**[55](index=55&type=chunk) [Capital Commitments, Pledges and Contingent Liabilities](index=21&type=section&id=Capital%20Commitments%2C%20Pledges%20and%20Contingent%20Liabilities) As of March 31, 2025, the group's capital commitments significantly decreased to **HKD 29 million**, with contingent liabilities from bank guarantees for customers amounting to approximately **HKD 29 thousand**; the group has pledged approximately **HKD 1.91 billion** in property, plant and equipment, investment properties and their rental income, and properties held for sale as collateral for bank borrowings - As of **March 31, 2025**, outstanding capital commitments were approximately **HKD 29 million**, a significant decrease from **HKD 167 million** last year[56](index=56&type=chunk) - The group provided bank guarantees for customers totaling approximately **HKD 16.9 million**, with contingent liabilities amounting to approximately **HKD 29 thousand**[56](index=56&type=chunk) - The group has pledged property, plant and equipment, investment properties held for own use and their rental income, and properties held for sale with a carrying amount of approximately **HKD 1.91 billion** as collateral for interest-bearing bank borrowings[56](index=56&type=chunk) [Foreign Exchange Risk](index=21&type=section&id=Foreign%20Exchange%20Risk) The group's revenue, operating costs, and bank deposits are primarily denominated in RMB and HKD, exposing it to foreign exchange risk, particularly from China operations and RMB-denominated deposits; currently, there is no foreign exchange hedging policy, but alternative risk hedging instruments will be considered to mitigate RMB exchange risk - The group's revenue, operating costs, and bank deposits are primarily denominated in RMB and HKD, exposing it to foreign exchange risk[57](index=57&type=chunk) - Currently, the group has no foreign exchange hedging policy, but will consider alternative risk hedging instruments to mitigate RMB exchange risk[57](index=57&type=chunk) [Indebtedness and Financial Planning](index=22&type=section&id=Indebtedness%20and%20Financial%20Planning) As of March 31, 2025, the group's total interest-bearing bank and other borrowings amounted to **HKD 1.121 billion**, a decrease from last year; unsecured notes, financial institution borrowings, and non-financial institution borrowings have varying maturity dates, with the group regularly reviewing its funding position and considering diversified financing options Analysis of Interest-Bearing Bank and Other Borrowings | Borrowing Type | Carrying Amount as at March 31, 2025 (million HKD) | Approximate Effective Interest Rate as at March 31, 2025 (per annum) | Carrying Amount as at March 31, 2024 (million HKD) | Approximate Effective Interest Rate as at March 31, 2024 (per annum) | | :--- | :--- | :--- | :--- | :--- | | Unsecured notes | 61 | 5% | – | –% | | Borrowings from financial institutions | 765 | 6% | 935 | 6% | | Borrowings from non-financial institutions | 295 | 10% | 380 | 10% | | **Total** | **1,121** | | **1,315** | | - Unsecured notes are due between **November 2036** and **February 2037**; borrowings from financial institutions are due between **April 2025** and **December 2034**; and borrowings from non-financial institutions are due in **May 2027**[59](index=59&type=chunk) [Financial Policies](index=22&type=section&id=Financial%20Policies) The group's financial policies aim to diversify funding sources, primarily relying on internal cash flows, interest-bearing bank/non-financial institution loans, and unsecured notes; the group regularly reviews its funding position and considers various equity and debt financing options to meet capital requirements - The group's financial policies include diversifying funding sources, primarily internal cash flows, interest-bearing bank/non-financial institution loans, and unsecured notes[60](index=60&type=chunk) - The group regularly reviews its funding position and considers diversified financing options such as placing new shares, rights issues, borrowings from financial institutions, issuing bonds, and disposing of investment properties[60](index=60&type=chunk) [Significant Valuation Methods for Investment Properties and Review by Audit Committee](index=23&type=section&id=Significant%20Valuation%20Methods%20for%20Investment%20Properties%20and%20Review%20by%20Audit%20Committee) The group's investment properties are carried at fair value, valued by independent professional valuers in accordance with the Hong Kong Institute of Surveyors Valuation Standards; valuation methods include capitalizing existing leases and potential market rents, and using the direct comparison approach for vacant spaces and inventory portions, all reviewed by the Audit Committee and the Board - Investment properties are carried at fair value, valued by independent professional valuers in accordance with the Hong Kong Institute of Surveyors Valuation Standards[61](index=61&type=chunk) - Valuation methods include capitalizing existing leases and potential reversionary market rents, and applying the direct comparison approach for vacant spaces and inventory portions[61](index=61&type=chunk) - The Audit Committee and the Board have reviewed the significant valuation methods for investment properties[62](index=62&type=chunk) [Material Investments Held, Material Acquisitions and Disposals of Subsidiaries, Associates and Joint Ventures, and Future Plans for Material Investments or Capital Assets](index=23&type=section&id=Material%20Investments%20Held%2C%20Material%20Acquisitions%20and%20Disposals%20of%20Subsidiaries%2C%20Associates%20and%20Joint%20Ventures%2C%20and%20Future%20Plans%20for%20Material%20Investments%20or%20Capital%20Assets) Aside from the disclosed disposal of Huai'an Market, acquisition of a PRC joint venture, and disposal of Yulin Hongjin equity interest, the group currently has no other specific acquisition or disposal plans for material investments or capital assets - Aside from the disclosed disposal of Huai'an Market, acquisition of a PRC joint venture, and disposal of Yulin Hongjin Agricultural and By-products Wholesale Market Co., Ltd. equity interest, the group currently has no other specific acquisition or disposal plans for material investments or capital assets[63](index=63&type=chunk) [Risk Factors Relating to Our Industry and Business Operations](index=23&type=section&id=Risk%20Factors%20Relating%20to%20Our%20Industry%20and%20Business%20Operations) The group faces multiple operational risks, including RMB to HKD exchange rate fluctuations, financing difficulties, maintaining industry competitive position, agricultural product trading market occupancy rates, challenges in obtaining licenses, and regulatory changes; the group has developed corresponding strategies to monitor and address these risks - Fluctuations in the RMB to HKD exchange rate affect PRC assets and liabilities, with the group regularly monitoring exchange rate movements and preparing hedging mechanisms[64](index=64&type=chunk) - Difficulty in obtaining sufficient financing to support capital-intensive agricultural product trading markets, with the group regularly reviewing its liquidity levels[64](index=64&type=chunk) - Difficulty in maintaining or enhancing the competitive position in the agricultural product trading market industry, with the group assigning personnel to monitor competitors and formulate strategies[67](index=67&type=chunk) - Difficulty in maintaining or increasing occupancy rates of agricultural product trading markets, with the group launching marketing activities from time to time[67](index=67&type=chunk) - Challenges in obtaining all necessary licenses and permits for developing, constructing, operating, and acquiring agricultural product trading markets, with the group employing professional local staff to ensure compliance[67](index=67&type=chunk) - Regulatory changes and revisions in agricultural product trading markets, with the group maintaining a flat organizational structure for rapid adjustment[67](index=67&type=chunk) [Reliance on Employees, Customers and Suppliers](index=24&type=section&id=Reliance%20on%20Employees%2C%20Customers%20and%20Suppliers) The group adopts a market-based remuneration policy, with no key employees significantly impacting its success; additionally, no major customers or suppliers account for over **5%** of revenue, and suppliers are replaceable, thus customers and suppliers do not materially affect business performance - The group adopts a market-based remuneration policy, and no key or specific employees significantly impact the group's success[65](index=65&type=chunk) - No major customers or suppliers account for over **5%** of the group's revenue, and no major suppliers cannot be replaced by other suitable suppliers[65](index=65&type=chunk) [Environmental Policies and Performance](index=24&type=section&id=Environmental%20Policies%20and%20Performance) The group complies with PRC environmental regulations in the construction and operation of agricultural product trading markets, engaging independent environmental consultants for impact assessments; all construction projects adhere to the 'Three Simultaneities' principle, ensuring compliance with environmental standards, with no significant adverse environmental liabilities identified to date - The group complies with PRC environmental laws in the construction and operation of agricultural product trading markets, engaging independent environmental consultants for environmental impact assessments[66](index=66&type=chunk) - All construction projects adhere to the 'Three Simultaneities' principle stipulated by the PRC Environmental Protection Law, ensuring compliance with all applicable environmental standards[66](index=66&type=chunk) - Environmental investigations conducted to date have not revealed any environmental liabilities expected to have a material adverse impact on operating conditions[66](index=66&type=chunk) [Corporate Governance and Other Information](index=25&type=section&id=Corporate%20Governance%20and%20Other%20Information) This section covers the group's corporate governance practices, compliance, related party transactions, post-reporting period events, and other relevant disclosures [Compliance with Laws and Regulations](index=25&type=section&id=Compliance%20with%20Laws%20and%20Regulations) The group complied in all material respects with relevant laws and regulations significantly affecting its business and operations during the year, including the Listing Rules, Securities and Futures Ordinance, and Bermuda laws, and continuously reviews new legislation and provides related training - The group complied in all material respects with relevant laws and regulations significantly affecting its business and operations during the year[68](index=68&type=chunk) - The company has complied with the requirements of the Stock Exchange Listing Rules, Securities and Futures Ordinance, and Bermuda laws[68](index=68&type=chunk) - The group continuously reviews newly promulgated laws and regulations affecting its operations and provides relevant training and guidance to employees[68](index=68&type=chunk) [Connected Transactions and Continuing Connected Transactions](index=25&type=section&id=Connected%20Transactions%20and%20Continuing%20Connected%20Transactions) The group disclosed several connected transactions, including a master license agreement with Wang On and its subsidiaries, a dealer agreement with Wang On Securities Limited, and a sale and purchase agreement with Wang On Commercial Management Limited, all in compliance with Chapter 14A of the Listing Rules - The company entered into a master license agreement with Wang On and its subsidiaries governing property licenses, constituting a continuing connected transaction[69](index=69&type=chunk) - The company entered into a dealer agreement with Wang On Securities Limited, appointing it as an arranger and dealer for the medium-term note program, constituting a continuing connected transaction[70](index=70&type=chunk) - The company entered into a sale and purchase agreement with Wang On Commercial Management Limited concerning an acquisition, constituting a connected transaction[71](index=71&type=chunk) - The company confirms that all disclosed connected transactions and/or continuing connected transactions complied with the requirements of Chapter 14A of the Listing Rules[72](index=72&type=chunk) [Events After Reporting Period](index=26&type=section&id=Events%20After%20Reporting%20Period) Subsequent to the reporting period, on **April 3, 2025**, the company issued **HKD 38 million** in unsecured notes; additionally, on **May 20, 2025**, the group entered into a sale and leaseback arrangement for certain assets in Luoyang and Puyang markets for a total sale price of approximately **HKD 77.4 million**; on **May 30, 2025**, the group signed a capital reduction agreement to dispose of its equity interest in Yulin Hongjin Agricultural and By-products Wholesale Market Co., Ltd. for a total consideration of approximately **HKD 26.58 million** - On **April 3, 2025**, the company issued unsecured notes with a principal amount of **HKD 38 million**, maturing on **April 3, 2037**[73](index=73&type=chunk) - On **May 20, 2025**, the group entered into a sale and leaseback arrangement involving certain assets in Luoyang and Puyang markets for a total sale price of approximately **RMB 71.4 million** (approximately **HKD 77.4 million**)[74](index=74&type=chunk) - On **May 30, 2025**, the group signed a capital reduction agreement to dispose of its equity interest in Yulin Hongjin Agricultural and By-products Wholesale Market Co., Ltd. for a total consideration of approximately **RMB 24.69 million** (approximately **HKD 26.58 million**)[75](index=75&type=chunk) [Employees](index=27&type=section&id=Employees) As of March 31, 2025, the group employed **903** staff, with approximately **98%** located in China; remuneration policy is regularly reviewed by the Remuneration Committee and determined based on market terms, company performance, qualifications, and individual performance; the share option scheme aims to reward eligible participants and enhance company value - As of **March 31, 2025**, the group employed a total of **903** staff (2024: **1,048**), with approximately **98%** located in China[76](index=76&type=chunk) - Remuneration policy is regularly reviewed by the Remuneration Committee and determined based on market terms, company performance, individual qualifications, and performance[76](index=76&type=chunk) - The company adopted a share option scheme on **August 26, 2022**, aiming to reward eligible participants and enhance company value[76](index=76&type=chunk) [Prospects](index=27&type=section&id=Prospects) Despite challenges from China's slowing economic growth and declining property sales, the group will leverage its competitive advantages, solid foundation, intelligent management systems, IT network, and quality services to expand its national agricultural product trading market network; the group will capitalize on PRC government policies promoting agricultural modernization and rural revitalization, further expanding its business through a 'light-asset' strategy and e-commerce platform development - Despite China's slowing economic growth and declining property sales, the group will continue to expand its national agricultural product trading market network[77](index=77&type=chunk) - China's **No. 1 Central Document for 2025** focuses on rural development, emphasizing agricultural modernization, rural revitalization, food security, and the application of new agricultural technologies, presenting opportunities for the group[77](index=77&type=chunk) - The group will adopt a 'light-asset' strategy through collaborations with various partners and is committed to developing an e-commerce trading platform to capitalize on technological advancements driven by the data economy[78](index=78&type=chunk) [Corporate Social Responsibility](index=28&type=section&id=Corporate%20Social%20Responsibility) The group is committed to advancing business development while actively fulfilling its corporate social responsibilities, having made donations to various non-governmental and non-profit organizations in previous years, and will continue to dedicate resources and efforts - The group is committed to advancing business development while actively fulfilling its corporate social responsibilities[80](index=80&type=chunk) - In previous years, the group made donations to various non-governmental and non-profit organizations and will continue to dedicate more resources and efforts[80](index=80&type=chunk) [Relationship with Customers and Suppliers](index=28&type=section&id=Relationship%20with%20Customers%20and%20Suppliers) The group values building strong relationships with suppliers and customers, carefully selecting quality partners, encouraging fair competition, and maintaining good communication to foster overall growth and development - The group understands that enhancing and maintaining good relationships with suppliers and customers is indispensable for its overall growth and development[81](index=81&type=chunk) - The group carefully selects quality suppliers and customers, encourages fair and open competition, and maintains good communication[81](index=81&type=chunk) [Purchase, Sale or Redemption of Listed Securities](index=28&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20Listed%20Securities) On **March 31, 2024**, the company redeemed all outstanding listed notes (principal amount of **HKD 40 million**) at **92.88%** of their principal amount, with their listing status withdrawn on **April 8, 2024**; during the year, neither the company nor its subsidiaries purchased, sold, or redeemed any other listed securities, nor held any treasury shares - On **March 31, 2024**, the company redeemed all outstanding listed notes (principal amount of **HKD 40 million**) at **92.88%** of their principal amount[82](index=82&type=chunk) - The listed notes were delisted on **April 8, 2024**[83](index=83&type=chunk) - During the year, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities, nor held any treasury shares[83](index=83&type=chunk)[84](index=84&type=chunk) [Compliance with Corporate Governance Code](index=28&type=section&id=Compliance%20with%20Corporate%20Governance%20Code) The company is committed to maintaining high standards of corporate governance, emphasizing transparency, accountability, integrity, and independence, and confirms compliance with all code provisions of the Corporate Governance Code set out in Appendix C1 of the Listing Rules throughout the year - The company is committed to maintaining high standards of corporate governance, emphasizing transparency, accountability, integrity, and independence[85](index=85&type=chunk) - The Board is satisfied that the company has complied with all code provisions of the Corporate Governance Code set out in Appendix C1 of the Listing Rules throughout the current year[85](index=85&type=chunk) [Standard Code for Securities Transactions by Directors](index=29&type=section&id=Standard%20Code%20for%20Securities%20Transactions%20by%20Directors) The company has adopted the Standard Code set out in Appendix C3 of the Listing Rules as its code of conduct for directors' securities transactions, with all directors confirming compliance with the required standards throughout the year - The company has adopted the Standard Code set out in Appendix C3 of the Listing Rules as its own code of conduct governing directors' securities transactions[86](index=86&type=chunk) - All Directors confirm that they have complied with the required standards set out in the Standard Code throughout the current year[86](index=86&type=chunk) [Audit Committee](index=29&type=section&id=Audit%20Committee) The company's Audit Committee, comprising all independent non-executive directors, is responsible for reviewing and overseeing the group's financial reporting, internal controls, risk management, and corporate governance matters, and has reviewed and discussed the consolidated annual results for the current year - The Audit Committee, comprising all independent non-executive directors, is responsible for reviewing and overseeing the group's financial reporting procedures, internal controls, risk management, and other corporate governance matters[87](index=87&type=chunk) - The Audit Committee has reviewed and discussed the group's consolidated annual results for the financial year ended **March 31, 2025**, with management[87](index=87&type=chunk) [Scope of Work of Ernst & Young](index=29&type=section&id=Scope%20of%20Work%20of%20Ernst%20%26%20Young) Ernst & Young, the group's independent auditor, confirmed that the consolidated financial statement figures in this announcement align with their draft, but their work did not constitute an assurance engagement, thus no opinion or assurance conclusion was expressed - Ernst & Young agreed that the figures for the consolidated statement of financial position, consolidated statement of profit or loss and other comprehensive income, and related notes contained in this announcement are consistent with the figures in the group's draft consolidated financial statements[88](index=88&type=chunk) - The work performed by Ernst & Young in this regard did not constitute an assurance engagement, and accordingly, no opinion or assurance conclusion is expressed on this announcement[88](index=88&type=chunk) [Closure of Register of Members and Annual General Meeting](index=29&type=section&id=Closure%20of%20Register%20of%20Members%20and%20Annual%20General%20Meeting) To determine shareholders' eligibility to attend the 2025 Annual General Meeting, the company will suspend its share transfer registration from **August 14 to August 19, 2025** (both dates inclusive), with the Annual General Meeting scheduled for the morning of **August 19, 2025** - The company will suspend its share transfer registration from **August 14 to August 19, 2025** (both dates inclusive) to determine shareholders' eligibility to attend and vote at the 2025 Annual General Meeting[89](index=89&type=chunk) - All share transfer documents must be lodged with the Hong Kong Share Registrar for registration by **4:30 p.m. on August 13, 2025**[89](index=89&type=chunk) - The 2025 Annual General Meeting will be held at **10:45 a.m. on August 19, 2025**[90](index=90&type=chunk) [Publication of Annual Results and Despatch of Annual Report](index=30&type=section&id=Publication%20of%20Annual%20Results%20and%20Despatch%20of%20Annual%20Report) This results announcement has been published on the HKEX website and the company's website; the company's 2025 annual report will be despatched to shareholders and made available on the aforementioned websites in due course - This results announcement has been published on the HKEX website (www.hkexnews.hk) and the company's website (www.cnagri-products.com)[91](index=91&type=chunk) - The company's 2025 annual report will be despatched to shareholders and made available on the aforementioned websites in due course[91](index=91&type=chunk)

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]