此乃要件 請即處理 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通函的內容概不負責，對其準 確性或完整性亦不發表任何聲明，並明確表示，概不就因本通函全部或任何部分內容而產生 或因倚賴該等內容而引致之任何損失承擔任何責任。 閣下如對本通函任何方面或應採取之行動有任何疑問，應諮詢 閣下之持牌證券交易商、銀 行經理、律師、專業會計師或其他專業顧問。 閣下如已將名下國家聯合資源控股有限公司（「本公司」）股份全部售出或轉讓，應立即將本通 函及隨附代表委任表格送交買主或承讓人或經手買賣或轉讓之銀行、持牌證券交易商或其 他代理商，以便轉交買主或承讓人。 NATIONAL UNITED RESOURCES HOLDINGS LIMITED 國家聯合資源控股有限公 司 （於香港註冊成立之有限公司） （股份代號：254） 建議授出發行及購回股份之一般授權； 重選退任董事； 及 股東週年大會通告 本公司之股東週年大會（「股東週年大會」）謹訂於二零二四年十二月四日（星期三）上午十一 時正假座香港上環文咸東街35-45B號2樓舉行。股東週年大會通告載於本通函第AGM-1至 AGM-5頁。 隨函附奉股東週年大會適用之代表委任表格 ...

Financial Performance - The Company experienced a decline in both revenue and profit due to the overall industry environment, but management and staff efforts helped mitigate the impact[6]. - The Group recorded revenue of approximately HK$84,738,000, representing a decrease of approximately 27.1% compared to the corresponding period, primarily due to a decline in car rental and shuttle bus business in Beijing[30]. - The basic loss per share attributable to owners of the company was HK$0.21, compared to earnings of HK$6.63 per share in the previous year[173]. - The Group incurred a loss of approximately HK$10,223,000 and a net cash outflow from operating activities of approximately HK$111,687,000 for the year ended 30 June 2024[162]. - Total comprehensive loss for the year was HK$6,800, contrasting with a total comprehensive income of HK$171,481 in the previous year[174]. Business Development and Strategy - TMTC Group maintained stable business conditions despite external challenges, preparing for better growth in the new financial year[7]. - The management is actively developing new business areas, including natural resources products trading and bulk commodities transportation, with expectations of substantial turnover and profits[8]. - The Group aims to diversify operations to enhance risk control and shift towards industries with better prospects[10]. - The Group aims to optimize existing business lines and explore new sectors to develop multiple profit points and provide stable revenue support[28]. - The Group is exploring new business opportunities, including a "Passenger Transport Plus" model to offer value-added services during commutes[18]. Acquisitions and Investments - The acquisition of City Gear Group was finalized during the financial year, enhancing the Company's capabilities in system integration and data analytics[8]. - The acquisition of a technology company was completed on March 28, 2024, which will provide stable technical support and lower costs for logistics management[24]. - The acquisition of City Gear was completed on March 28, 2024, for a consideration of up to HK$90,000,000, making City Gear an indirect wholly-owned subsidiary of the Company[60]. Financial Position and Assets - Non-current assets increased by approximately HK$73,790,000 from HK$180,851,000 as of June 30, 2023, to HK$254,641,000 as of June 30, 2024, primarily due to acquisitions in the motor vehicle and Information Technology sectors[42]. - Property, plant, and equipment amounted to approximately HK$131,144,000 as of June 30, 2024, representing an increase of approximately 342.4% compared to approximately HK$29,647,000 as of June 30, 2023, driven by the purchase of 35 new electric buses and 16 new fuel-oil buses[42]. - The Group's impairment for trade receivables decreased by approximately HK$3,527,000 to approximately HK$10,822,000 compared to HK$14,349,000 in the corresponding period[44]. Cost Management and Expenses - Cost of revenue decreased by approximately 45.2% from approximately HK$143,056,000 to approximately HK$78,427,000, mainly due to reduced costs from car rental and shuttle bus business[30]. - Administrative and other operating expenses decreased by approximately 36.8% to approximately HK$32,434,000, mainly due to a shorter reporting period in the current year[32]. - Finance costs decreased by approximately 45.5% from approximately HK$12,630,000 in the corresponding period to approximately HK$6,882,000 for the current year, mainly due to reduced interest on convertible bonds, non-convertible bonds, and lease liabilities[40]. Shareholder and Capital Management - The issued share capital of the Company was approximately HK$3,587,769,000, divided into 4,387,628,409 shares as of June 30, 2024[45]. - The Company aims to strengthen its financial position through these subscription agreements[56]. - The total planned amount from the net proceeds of the First Subscription, Open Offer, Second Subscription, and Third Subscription is HK$386,215,000, with an unutilized amount of HK$109,807,000 as of July 1, 2023[58]. Governance and Compliance - The Company has complied with all relevant code provisions of the Corporate Governance Code except for the non-appointment of a chief executive officer, which is managed collectively by the executive Directors[108]. - The Audit Committee has reviewed the Group's consolidated financial statements for the year ended June 30, 2024[106]. - The Company is committed to maintaining high standards of corporate governance to safeguard shareholder interests and enhance corporate value[108]. Risk Management - The risk management system is designed to manage risks rather than eliminate them, providing reasonable assurance rather than absolute assurance[138]. - The Board determines the business strategies and evaluates the nature and extent of risks the Group is willing to take to achieve its strategic objectives[138]. - The Company has mechanisms in place to ensure the Board obtains independent opinions and perspectives, including engaging legal teams or professionals as needed[135]. Environmental and Social Responsibility - The Group is committed to minimizing environmental impact by saving electricity and promoting recycling[90]. - A separate Environmental, Social and Governance Report (ESG Report) for the year ended June 30, 2024, will be published electronically on the Stock Exchange's website and the Company's website[91]. - The Group aims for green, circular, and low-carbon development through its environmental policies[90].

NATIONAL UNITED RESOURCES HOLDINGS LIMITED 國家聯合資源控股有限公司 （於香港註冊成立之有限公司） （股份代號︰254） 董 事 名 單 與 其 角 色 和 職 能 國家聯合資源控股有限公司董事（「董事」）會（「董事會」）成員載列如 下： 執行董事： 紀開平先生 （主席） 郭培遠先生 毛娜女士 丘可山先生 田欣先生 董事會設立三個委員會。下表提供各董事會成員在這些委員會中所擔任的職 位： | | | 董事會委員會 | | | --- | --- | --- | --- | | 董事 | 審核委員會 | 薪酬委員會 | 提名委員會 | | 紀開平先生 | | | 主席 | | 安景文先生 | 成員 | 成員 | | | 李文先生 | 主席 | 成員 | 成員 | | 邱克先生 | 成員 | 主席 | 成員 | | 陳燕雲女士 | 成員 | 成員 | 成員 | 香港，二零二四年十月二十四日 非執行董事： 安景文先生 獨立非執行董事： 李文先生 邱克先生 陳燕雲女士 ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示，概不會就本公告全部或任 何部分內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 田欣先生，46 歲，於二零二一年一月至二零二四年八月期間，在北京漢邦高科數 字技術股份有限公司（一間於中國註冊成立之股份有限公司，其股份於深圳證券 交易所上市，証券代碼：300449）投融資部門擔任副總經理。於二零一三年四月 至二零二零年十二月期間，彼於南京銀行股份有限公司北京分行工作，其最後職 位為小企業金融部副總經理。田先生於一九九六年四月至二零一三年四月期間任 職於北京銀行股份有限公司。田先生於二零一六年六月畢業於中國人民解放軍國 防信息學院信息系統管理（自考本科）專業。彼於二零二一年分別取得國際注册 會計師（ICPA）證書及國際會計師（AAIA）資格證書。彼亦於二零二二年獲得 內控管理師（ICM）專業能力證書。 田先生已與本公司訂立服務合約，自二零二四年十月二十四日起計為期一年，任 期將於現有任期屆滿後自動重續一年，並自此繼續生效，直至任何一方向另一方 發出三個月書面通知予以終止為止。彼須於獲委 ...

Financial Performance - For the fiscal year ending June 30, 2024, the company reported a revenue of HKD 84,738,000, a decrease of 27.2% compared to HKD 116,293,000 for the corresponding period ending June 30, 2023[3]. - The company incurred a net loss of HKD 10,223,000 for the year, a significant decline from a profit of HKD 182,083,000 in the previous period[4]. - The gross profit margin for the year was approximately 7.4%, down from a gross profit of HKD 33,526,000 in the previous period[3]. - The company reported a total loss of HKD (10,223,000) for the fiscal year ending June 30, 2024, compared to a profit of HKD 182,083,000 for the previous period[16]. - The group reported a loss attributable to owners of approximately HKD 8,629,000 for the period ending June 30, 2023, compared to a profit of approximately HKD 201,759,000 in the same period of the previous year[29]. Cash Flow and Financial Position - Operating cash outflow for the year was approximately HKD 111,687,000, indicating cash flow challenges[9]. - The company's total assets as of June 30, 2024, were HKD 254,641,000, an increase from HKD 180,851,000 in the previous year[5]. - Current liabilities amounted to HKD 364,789,000, up from HKD 314,968,000, reflecting increased financial obligations[5]. - The company reported a net current liability of HKD 147,347,000, slightly improved from HKD 150,676,000 in the previous year[5]. - The total liabilities for the company decreased to HKD (368,834,000) as of June 30, 2024, from HKD (315,494,000) for the previous period[17]. - Cash and bank balances decreased to approximately HKD 45,758,000 as of June 30, 2024, down from HKD 135,575,000 on June 30, 2023[74]. - Current assets increased to approximately HKD 217,442,000 as of June 30, 2024, compared to HKD 164,292,000 on June 30, 2023, while current liabilities rose to approximately HKD 364,789,000[74]. - The current ratio improved to approximately 0.60 times as of June 30, 2024, from 0.52 times on June 30, 2023[74]. Equity and Share Capital - The company’s equity attributable to owners was HKD 143,237,000, compared to HKD 68,578,000 in the previous year, indicating a strengthening of the equity base[6]. - The company issued 4,387,628,409 shares as of June 30, 2024, an increase from 3,687,628,409 shares as of June 30, 2023[39]. - As of June 30, 2024, the company's issued share capital was approximately HKD 3,587,769,000, divided into 4,387,628,409 shares[74]. Business Operations and Strategy - The company plans to continue its operations in the automotive leasing and IT services sectors in China, aiming for future profitability[7]. - The group plans to optimize fleet hardware and software to enhance competitiveness in the post-pandemic environment[52]. - The group aims to explore the "commuting +" operational model to provide additional value-added services during commuting time[52]. - The group is actively seeking more customers to increase revenue and profit, despite the overall industry environment not showing significant growth[52]. - The group is exploring opportunities in the bulk commodity trade and transportation sector, which is considered more stable compared to passenger transport[54]. Customer and Revenue Insights - Major customers contributing over 10% of total revenue included Customer A with HKD 12,585,000 and Customer B with HKD 11,412,000 for the fiscal year ending June 30, 2024[18]. - The total revenue for the period ending June 30, 2023, was HKD 116,293,000 from car rental and commuter bus services, a decrease from HKD 62,569,000 in the same period of the previous year[19]. - Revenue from the calculation analysis and processing center services was HKD 11,412,000 for the period ending June 30, 2023[19]. - Revenue from industry information solutions services amounted to HKD 10,757,000 for the period ending June 30, 2023[19]. Employee and Operational Costs - The group reported a significant increase in employee costs, totaling HKD 82,369,000 for the period ending June 30, 2023, compared to HKD 46,611,000 in the same period of the previous year[28]. - Administrative and other operating expenses decreased by approximately 36.8% to about HKD 32,434,000, compared to HKD 51,290,000 in the corresponding period[58]. - Financing costs decreased by approximately 45.5% to about HKD 6,882,000, mainly due to reduced interest on convertible bonds and lease liabilities[63]. Audit and Compliance - The independent auditor's report expressed a qualified opinion due to insufficient evidence regarding the existence and valuation of borrowings, impacting the financial statements[47]. - The company has taken actions to address the auditor's qualified opinion regarding borrowings, acknowledging the lack of sufficient evidence provided[48]. - The financial data for the year has been verified by the auditors, confirming consistency with the audited consolidated financial statements[98]. Future Plans and Investments - The company plans to allocate over 70% of the net proceeds from the second subscription to enhance existing operations and expand into logistics and digital economy sectors[81]. - The company has agreed to acquire all issued shares of City Gear for a maximum consideration of HKD 90,000,000, with the acquisition expected to be completed on March 28, 2024[86]. - The company has not engaged in any significant acquisitions or disposals of subsidiaries or joint ventures during the year[86]. Dividends and Shareholder Information - The group did not recommend any dividends for the period ending June 30, 2024, and for the period ending June 30, 2023[32]. - The company does not recommend the payment of a final dividend for the year ending June 30, 2023[94]. - The annual report will be sent to shareholders by October 31, 2024, and will also be available for viewing on the aforementioned websites[99].

Financial Performance - The company's revenue for the six months ended December 31, 2023, was HKD 34,055,000, a decrease of 18.3% compared to HKD 41,654,000 for the same period in 2022[2]. - The gross loss for the period was HKD 6,693,000, compared to a gross loss of HKD 6,522,000 in the corresponding period of 2022[2]. - Operating loss for the period was HKD 20,044,000, significantly higher than the operating profit of HKD 325,474,000 in the same period last year[2]. - The company reported a loss before tax of HKD 23,961,000, compared to a profit before tax of HKD 318,494,000 in the previous year[2]. - The loss attributable to owners of the company was HKD 22,813,000, compared to a profit of HKD 326,154,000 in the corresponding period of 2022[2]. - Basic and diluted loss per share for the period was HKD 0.60, a significant decline from earnings per share of HKD 14.99 in the same period last year[2]. - Total comprehensive loss for the period amounted to HKD 24,751,000, down from total comprehensive income of HKD 310,565,000 in the previous year[47]. - The group recorded a loss of approximately HKD 23,961,000 for the period, compared to a profit of approximately HKD 318,494,000 in the corresponding period[86]. Revenue Sources - Major customer A contributed HKD 6,698,000 to the total revenue, while major customers B and C contributed HKD 11,678,000 and HKD 7,728,000 respectively in the previous year[8]. - Revenue from car leasing and commuter bus services was HKD 34,055,000 for the six months ended December 31, 2023, down from HKD 41,654,000 in the same period of 2022, representing a decrease of approximately 18.3%[42]. - The group's revenue from car leasing and commuter bus services for the period was approximately HKD 34,055,000, a decrease of about HKD 7,599,000 or 18.2% compared to the corresponding period[81]. - The company reported revenue from car rental services through a related party of approximately HKD 11,311,000 for the six months ended December 31, 2023, compared to HKD 11,062,000 for the same period in 2022, indicating a growth of about 2.25%[68]. Financial Position - The company's cash and cash equivalents increased to HKD 296,989,000 as of December 31, 2023, compared to HKD 125,593,000 at the end of June 2022, marking a significant increase of 136.2%[29]. - Total non-current liabilities decreased from HKD 526,000 to HKD 18,447,000 as of December 31, 2023[27]. - The company's total equity increased to HKD 85,298,000 as of December 31, 2023, compared to HKD 29,649,000 as of June 30, 2022[27]. - The company's total assets as of December 31, 2023, amounted to HKD 154,782,000, an increase from HKD 128,490,000 as of June 30, 2023[134]. - The total liabilities increased to HKD 307,868,000 as of December 31, 2023, compared to HKD 276,944,000 as of June 30, 2023[134]. - Current assets rose to HKD 325,197,000, up from HKD 164,292,000, indicating a substantial increase of about 97.7%[48]. - Non-current assets increased to HKD 208,233,000 as of December 31, 2023, compared to HKD 180,851,000 as of June 30, 2023, reflecting a growth of approximately 15.1%[48]. Cash Flow and Financing - The company reported a net cash outflow from operating activities of HKD (5,270,000) for the six months ended December 31, 2023, compared to HKD (72,306,000) for the same period in 2022[29]. - The company incurred financing costs totaling HKD 3,917,000 for the six months ended December 31, 2023, down from HKD 6,980,000 in the same period of 2022[36]. - Interest income from bank deposits for the six months ended December 31, 2023, was HKD 1,796,000, significantly higher than HKD 151,000 for the same period in 2022[134]. - The company is in the process of implementing a fundraising plan to strengthen its financial position through conditional subscription agreements[15][17]. Share Capital and Equity - The total issued shares increased from 3,687,628,409 shares on June 30, 2023, to 4,387,628,409 shares on December 31, 2023, representing an increase of approximately 19%[57]. - The company raised approximately HKD 170,573,000 from the issuance of 1,588,000,000 shares at HKD 0.11 per share in March 2022, after deducting issuance expenses[58]. - The total capital raised from the issuance of shares in November 2022 was approximately HKD 70,030,000 after deducting issuance expenses[59]. - The company issued 700,000,000 shares to Hot Mediatech on December 8, 2023, as part of its capital management strategy[122]. Operational Developments - The Tianma Tongchi Group operates approximately 800 vehicles, including electric and fuel buses, providing services tailored to specific customer needs[72]. - In the third quarter of 2023, the company updated its vehicle fleet to enhance service quality, although this led to a temporary decline in revenue and profit due to a transition to higher quality services[73]. - The company plans to optimize its fleet's hardware and software to improve competitiveness in the post-pandemic market[74]. - A new data management and big data analysis service center is being established, with equipment delivery expected by the end of 2023, aimed at enhancing the company's business resilience[75]. - The company is exploring the "passenger + service" operational model to provide additional value-added services during commuting times[74]. - A potential acquisition of City Gear Limited is underway, which is expected to strengthen the company's logistics and transportation management systems[76]. Compliance and Governance - The company has maintained compliance with corporate governance codes, with no significant deviations reported during the period[123]. - The audit committee has reviewed the financial results and confirmed compliance with applicable accounting standards and listing rules[125]. - The company has not reported any significant events occurring after the reporting period up to the date of this mid-term report[109].

Financial Performance - Revenue from the automobile leasing and commuter bus services decreased by approximately HKD 7,599,000 or 18.2%, from HKD 41,654,000 to HKD 34,055,000 during the period[11] - Revenue for the six months ended December 31, 2023, was HKD 34,055,000, a decrease of 18.3% compared to HKD 41,654,000 for the same period in 2022[38] - The company reported a net loss of HKD 23,961,000 for the six months ended December 31, 2023, compared to a profit of HKD 318,494,000 for the same period in 2022[39] - Basic and diluted loss per share for the period was HKD 0.60, compared to earnings of HKD 14.99 per share in the previous year[38] - The company reported a total comprehensive loss of HKD 24,751,000 for the six months ended December 31, 2023, compared to total comprehensive income of HKD 310,565,000 for the same period in 2022[39] - The group reported an operating loss of HKD 20,044,000 for the six months ended December 31, 2023, compared to an operating profit of HKD 325,474,000 for the same period in 2022[49] - The company recorded a loss of approximately HKD 23,961,000 for the current period, compared to a profit of approximately HKD 318,494,000 for the corresponding period[129] Cash and Assets - As of December 31, 2023, the company had cash and bank balances of approximately HKD 296,989,000, an increase from HKD 135,575,000 as of June 30, 2023[3] - Current assets increased from HKD 164,292,000 as of June 30, 2023, to HKD 325,197,000 as of December 31, 2023, primarily due to proceeds from the issuance of bonds and the third subscription[12] - Total assets for the group as of December 31, 2023, were HKD 154,782,000, an increase from HKD 128,490,000 as of June 30, 2023[49] - Total current assets as of December 31, 2023, were approximately HKD 325,197,000, up from HKD 164,292,000 on June 30, 2023, while current liabilities increased to HKD 429,685,000 from HKD 314,968,000[159] - Non-current assets increased to HKD 208,233,000 as of December 31, 2023, from HKD 180,851,000 as of June 30, 2022[40] - The company's net current liabilities decreased from approximately HKD 150,676,000 as of June 30, 2023, to HKD 104,488,000 as of December 31, 2023, a reduction of HKD 46,188,000[131] - The company's net asset value increased from approximately HKD 29,649,000 as of June 30, 2023, to HKD 85,298,000 as of December 31, 2023, an increase of HKD 55,649,000[131] Share Capital and Financing - The company issued a total of 700,000,000 shares to Hot Mediatech on December 8, 2023, as part of its capital raising efforts[9] - The total issued share capital of the company as of December 31, 2023, was approximately HKD 3,587,769,000, divided into 4,387,628,409 shares[3] - The company received valid applications for a total of 108,260,129 shares, representing approximately 16.88% of the total shares available for subscription during the public offering[4] - The remaining 532,916,921 shares, which were not subscribed, accounted for approximately 83.12% of the total shares available for subscription[4] - The company issued 610,000,000 ordinary shares at a subscription price of HKD 0.115 per share, raising approximately HKD 70,030,000, net of issuance expenses[87] - The total amount raised from the public offering was HKD 70,529,475.5, with a net amount of approximately HKD 65,212,000 after expenses[190] - The total amount raised from the third subscription is HKD 80,500,000, with a subscription price of HKD 0.115 per share, representing a premium of 40.24% over the closing price of HKD 0.087 on November 24, 2023[167] Expenses and Liabilities - Administrative and other operating expenses decreased by approximately HKD 9,470,000 or 38.1%, from HKD 24,846,000 to HKD 15,376,000 due to the absence of costs related to public offerings and debt restructuring[2] - Total liabilities increased to HKD 307,868,000 as of December 31, 2023, compared to HKD 276,944,000 as of June 30, 2023[49] - Interest expenses for borrowings totaled HKD 3,917,000 for the six months ended December 31, 2023, down from HKD 6,980,000 for the same period in 2022[95] - The group recorded bank loans, other loans, and corporate bonds amounting to approximately HKD 24,594,000, HKD 38,550,000, and HKD 101,714,000 respectively[199] Business Operations and Strategy - The company is engaged in the car rental and commuter bus services market in China, indicating a focus on market expansion[44] - The company aims to optimize existing operations in the first half of 2024 to enhance operational efficiency and explore new business segments for stable revenue support[149] - The company is focused on leveraging its resource planning and control advantages to develop additional quality business areas and enhance profitability[146] - The company plans to optimize its fleet's hardware and software to enhance competitiveness in the post-pandemic era, targeting small and medium enterprises for shuttle services in Beijing[144] - The group has engaged with several potential trading partners to expand its business in the international/domestic bulk commodity trade and transportation sector[122] Risk Management and Governance - The company has established an audit committee to oversee financial reporting, risk management, and internal control systems[20] - The management believes that foreign exchange risk is not significant, with no financial instruments used for hedging currency fluctuations[198] - The group continues to monitor and reassess foreign exchange risks and will implement non-speculative hedging arrangements as necessary[198] Future Plans and Investments - The group plans to establish a computing analysis and processing center to enter the data management and big data analytics market, with equipment delivery completed by the end of 2023[120] - A memorandum of understanding was announced in January 2023 regarding the potential acquisition of a technology company to enhance logistics and transportation management systems[121] - The proposed acquisition of City Gear involves a maximum consideration of HKD 90,000,000, and upon completion, City Gear will become a wholly-owned subsidiary of the company[170]

Financial Performance - The Company reported a challenging eighteen months ended 30 June 2023, with both revenue and profit negatively impacted due to the pandemic and macroeconomic conditions[12]. - The Group recorded revenue of approximately HK$116,293,000, representing a decrease of approximately 18.6% compared to the previous year due to COVID-19 lockdowns in cities like Beijing[47]. - The gross profit margin fell from approximately 25.9% in the previous year to a negative gross profit margin of approximately 23.0% in the current period[49]. - Other income increased by approximately 285.0% to approximately HK$331,830,000, mainly due to a one-off gain from debt restructuring[50]. - The Group recorded a profit attributable to owners of approximately HK$201,759,000 for the Current Period, compared to approximately HK$54,756,000 in the Previous Year, with basic earnings per share of approximately HK$6.63 cents, down from HK$8.54 cents[83][89]. - The Group recorded impairment losses on various assets totaling approximately HK$94,977,000 in the current period, a significant increase from approximately HK$5,128,000 in the previous year[59]. - The expected credit loss on receivables was assessed based on factors including the likelihood of recovery and credit risks associated with customers[61]. - Revenue forecasts for the next five years are projected to increase annually by 4.4% to 10% under conservative economic growth assumptions[72]. - The gross profit ratio is expected to increase by 25% in the financial year following the current period, with gradual recovery to pre-pandemic levels[73]. Business Strategy and Operations - The principal operating companies, TMTC Rental and TMTC Travel, managed to maintain stable business conditions despite external challenges[13]. - The Company is diversifying its operations to mitigate risks associated with a singular business model, focusing on business expansion and new market segments[14]. - A computational analytics and processing center is being established to develop digital management and big data analysis services, with equipment delivery scheduled for 2023[14]. - The Company signed a memorandum of understanding on 19 January 2023 for a potential acquisition, marking a significant step in the digital economy segment[14]. - The management is actively preparing to enter the natural resources products trading and commodities transportation market, aiming for substantial turnover and profits[14]. - TMTC Group plans to explore new business opportunities and expand its customer base by offering shared shuttle services to SMEs[34]. - The Group aims to explore the bulk commodities trading and transportation sector, which is perceived as more stable compared to passenger transportation post-pandemic[43]. - Future business strategies include expanding shuttle services for small and medium enterprises in the same office area to share costs and improve service offerings[36]. - The Group plans to optimize its fleet's hardware and software to enhance competitiveness in the post-pandemic environment[36]. Financial Position and Capital Management - The financial year-end date was changed from December 31 to June 30, resulting in an 18-month reporting period from January 1, 2022, to June 30, 2023[24]. - The Group's borrowings as of June 30, 2023, were approximately HK$38,550,000, with no assets pledged for securing financing since all bank loans were fully settled during the current period[134]. - The debt-to-asset ratio was reported at 53.6% as of June 30, 2023, a substantial decrease from 186.9% as of December 31, 2021[102]. - The net proceeds from the First Subscription, Open Offer, and Second Subscription totaled HK$305,815,000, with HK$196,008,000 utilized and HK$109,807,000 unutilized as of June 30, 2023[127]. - The total amount planned for business expansion and general working capital from net proceeds was HK$145,815,000, all of which was utilized in 2023[127]. - The Group's cash and bank balances amounted to approximately HK$135,575,000, significantly up from HK$2,136,000 as of December 31, 2021[96]. - The current ratio improved to approximately 0.52 times as of June 30, 2023, compared to 0.11 times as of December 31, 2021[102]. Human Resources and Compliance - As of June 30, 2023, the Group had 382 employees, a decrease from 530 employees as of December 31, 2021, with no major changes in staff remuneration policies during the eighteen months[133]. - The Group emphasizes the importance of human resources, ensuring reasonable remuneration and regular updates to policies on benefits and occupational health and safety[180]. - The Group maintains compliance with relevant laws and regulations in both Hong Kong and the PRC, ensuring adherence to the Companies Ordinance and other applicable laws[194]. - The Group's compliance with the Listing Rules includes maintaining registers of substantial shareholders and disclosing inside information as required[192]. Environmental and Social Responsibility - The Group is committed to environmentally-friendly practices, focusing on resource conservation and aiming for green, circular, and low-carbon development[183]. - The Group actively promotes a paperless office and encourages employees to conserve resources and energy[184]. - An Environmental, Social and Governance Report (ESG Report) will be published electronically, detailing management strategies and their impact on sustainable development[186]. - The Group's environmental policies include minimizing impact through electricity savings and recycling initiatives[184]. Recent Developments and Future Outlook - The Company resumed trading on the Stock Exchange on March 10, 2022, after fulfilling resumption conditions following a restructuring approved on January 21, 2022[23]. - The Group did not have any material acquisitions or disposals of subsidiaries, associates, or joint ventures during the current period, nor any significant investments held as of June 30, 2023[128]. - There were no material events subsequent to June 30, 2023, that would materially affect the Group's operating and financial performance[144]. - The Group's management will continuously evaluate business objectives and may modify plans based on changing market conditions to ensure business growth[129].

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示，概不就因本公告全部或任何 部分內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 NATIONAL UNITED RESOURCES HOLDINGS LIMITED 國 家 聯 合 資 源 控 股 有 限 公司 （於香港註冊成立之有限公司） 254 （股份代號： ） 截至二零二三年六月三十日止十八個月 之經審核全年業績公告 國家聯合資源控股有限公司（「本公司」）董事（「董事」）會（「董事會」）謹此宣佈本公 司及其附屬公司（統稱「本集團」）截至二零二三年六月三十日止十八個月（「本期間」） 之經審核綜合財務業績（經本公司之審核委員會（「審核委員會」）審閱）連同截至二零 二一年十二月三十一日止年度（「過往年度」）之比較數字如下： ...

Financial Performance - Revenue for the twelve months ended December 31, 2022, was HKD 77,074,000, a decrease of 46.0% compared to HKD 142,814,000 for the corresponding period in 2021[5] - Gross loss for the period was HKD 9,156,000, compared to a gross profit of HKD 36,928,000 in the previous year[5] - Operating profit significantly increased to HKD 299,000,000 from HKD 82,100,000, marking an increase of 264.0%[5] - Profit attributable to owners of the company was HKD 300,283,000, a substantial increase from HKD 54,756,000 in the prior year, representing a growth of 448.0%[5] - Basic and diluted earnings per share for the period were HKD 11.04, compared to HKD 8.54 in the previous year, reflecting a 29.2% increase[5] - Total comprehensive income for the period was HKD 280,706,000, compared to HKD 54,964,000 in the previous year, indicating a growth of 410.0%[7] - The company reported a net profit of HKD 300,283,000 for the twelve months ending December 31, 2022, compared to a net profit of HKD 54,756,000 for the previous year, indicating a significant increase[10] - The company recorded a net profit of HKD 292,692,000 in 2022, a substantial increase from HKD 58,611,000 in 2021, reflecting an increase of approximately 398%[19] Assets and Liabilities - Non-current assets decreased to HKD 186,213,000 from HKD 227,418,000, a decline of 18.2%[8] - Current assets increased significantly to HKD 290,059,000 from HKD 87,122,000, representing a growth of 233.0%[8] - Total liabilities decreased to HKD 336,725,000 from HKD 783,324,000, a reduction of 57.0%[9] - The total assets of the company decreased to HKD 232,169,000 in 2022 from HKD 302,673,000 in 2021, a decline of approximately 23%[19] - The total liabilities also decreased to HKD 291,278,000 in 2022 from HKD 360,183,000 in 2021, representing a reduction of approximately 19%[19] - The company has no bank loans as of December 31, 2022, compared to HKD 2,996,000 in 2021, while other loans decreased to HKD 46,120,000 from HKD 66,222,000[43] - The company's net asset value improved from approximately HKD 470,447,000 negative on December 31, 2021, to approximately HKD 138,874,000 positive on December 31, 2022[79] Cash Flow - The cash and cash equivalents increased to HKD 174,318,000 at the end of the reporting period, compared to HKD 2,136,000 at the beginning of the year[12] - The company experienced a net cash outflow from operating activities of HKD (78,527,000) for the year, compared to a net cash inflow of HKD 13,103,000 in the previous year[12] - The financing activities generated a net cash inflow of HKD 249,845,000, significantly improving from a net cash outflow of HKD (16,338,000) in the prior year[12] Share Capital and Equity - The company’s issued share capital decreased to 3,507,369,000 shares in 2022 from 6,411,770,500 shares in 2021, indicating a reduction in equity[50] - As of December 31, 2022, the company reported a total equity of approximately HKD 3,687,628,409, compared to HKD 6,411,770,500 as of December 31, 2021[52] - The company completed the issuance of 610,000,000 shares at a subscription price of HKD 0.115 per share, raising approximately HKD 70,030,000 after deducting issuance expenses of about HKD 120,000[52] - The company issued 207,274,309 shares to creditors at a fair value of HKD 0.11 per share, resulting in an increase in share capital of approximately HKD 22,800,000[54] Business Operations - The company is engaged in the car rental and commuter bus services market in China, focusing on expanding its operations in this sector[13] - The company plans to continue its focus on market expansion and enhancing service offerings in the commuter bus sector[13] - The company has a single operating segment, which is the provision of car rental and commuter bus services, with performance evaluated based on adjusted profit or loss before tax[18] - In 2022, the bus service business experienced a decline due to COVID-19 restrictions, but demand is expected to recover as society normalizes[62] - The company plans to optimize its fleet's hardware and software to enhance competitiveness in the post-pandemic era[62] Strategic Initiatives - The company plans to explore digital economy and system integration opportunities in 2023, including potential asset acquisitions and direct investments[67] - The company is actively seeking investment and business development opportunities through strategic partnerships and memorandums of understanding[63] - A voluntary announcement was made regarding a potential acquisition of a technology company to enhance logistics and transportation management systems[66] Governance and Compliance - The company has maintained compliance with the corporate governance code, with no deviations reported for the year ending December 31, 2022[106] - The audit committee has reviewed the unaudited interim results for the year ending December 31, 2022, confirming compliance with applicable accounting standards[108] - All directors confirmed compliance with the securities trading code during the year ending December 31, 2022[109] Employment and Workforce - The company employed 435 staff members as of December 31, 2022, down from 530 the previous year, reflecting a focus on operational efficiency[91]