Company Overview - Zhonglian Development Holdings Limited has established a significant position in the design and production of branded leather accessories over more than 20 years [3] - The company specializes in designing, producing, and exporting belts and other small leather goods such as wallets, notebooks, and keychains [3] - It collaborates with major high-end retail groups in China, leveraging its domestic production facilities to distribute products nationwide [3] Financial Performance - As of December 31, 2024, Zhonglian Development reported total revenue of 20.34 million, a year-on-year decrease of 27.52% [2] - The company recorded a net profit attributable to shareholders of -15.80 million, reflecting a year-on-year increase of 38.87% [2] - The gross profit margin stands at 30.06%, while the debt-to-asset ratio is notably high at 670.15% [2] Market Position and Valuation - Over the past month, Zhonglian Development has experienced a cumulative decline of 27.49%, but has seen a year-to-date increase of 16.67%, outperforming the Hang Seng Index by 1.02% [2] - The company's price-to-earnings ratio is -46.05, ranking it 65th in the industry, while the average TTM P/E ratio for the textile and apparel industry is -2.25 [2] - Other companies in the industry have P/E ratios such as FAST RETAIL-DRS at 0.34, Zhejiang Yong'an at 1.34, and others ranging from 3.19 to 3.51 [2]

Financial Performance - For the fiscal year ending December 31, 2024, the company reported total revenue of HKD 21,961,000, a decrease of 27.4% compared to HKD 30,298,000 in 2023[3] - The gross profit for the same period was HKD 6,601,000, representing an increase of 16.2% from HKD 5,681,000 in the previous year[3] - The company incurred a loss before tax of HKD 17,072,000, which is a 38.4% improvement compared to a loss of HKD 27,641,000 in 2023[3] - The net loss for the year was HKD 17,072,000, down from HKD 27,909,000 in the prior year, indicating a 38.8% reduction in losses[3] - The company reported a total comprehensive loss of HKD 17,038,000 for the year, compared to HKD 27,732,000 in 2023, marking a 38.4% improvement[3] - The company reported a pre-tax loss of approximately HKD 17,062,000 for the year ended December 31, 2024, compared to a loss of HKD 27,909,000 for the previous year, representing a decrease of about 38.5%[39] - The company reported a net loss attributable to shareholders of approximately HKD 17,062,000 for the year ending December 31, 2024, compared to a loss of HKD 27,909,000 in 2023[71] Assets and Liabilities - Total current assets decreased to HKD 10,878,000 from HKD 13,252,000, reflecting a decline of 18.0%[4] - The company's total assets decreased to HKD 10,878,000, while total liabilities increased to HKD 62,021,000, resulting in a net asset deficit[5] - As of December 31, 2024, the company reported a loss of approximately HKD 62,021,000, attributed to operational losses and impairment losses[87] - The asset-liability ratio as of December 31, 2024, was approximately 670.2%, up from 522.8% in 2023, reflecting increased financial leverage[87] - The company's current ratio as of December 31, 2024, was approximately 0.18, a decrease from 0.20 in 2023, indicating liquidity challenges[86] Financing and Capital Structure - The company completed a placement of 10,012,000 new shares, raising approximately HKD 9,776,000[9] - The company has been involved in the manufacturing and distribution of leather products, retail of leather goods, and industrial hemp cultivation, indicating a broad operational scope[6] - The company received a loan commitment from its executive director, which includes an interest-free, unsecured loan of HKD 8,000,000, due by December 31, 2024[10] - Additional financing of up to HKD 30,000,000 was provided by the executive director, with the maturity extended to August 27, 2027[11] - The total amount of loans from the ultimate controlling shareholder amounts to approximately HKD 21,201,000, with a remaining principal of about HKD 16,431,000 due by 2026[11] - The company has a financial support letter from the ultimate controlling shareholder, confirming no repayment requests until the company is able to repay its debts[11] - An external financing agreement was established with a third party for up to HKD 40,000,000, with an interest rate of 20% per annum, valid until July 1, 2025[11] - The company has secured a loan facility of up to HKD 40,000,000 from an independent third party, with a term from 2024 to July 1, 2025, at an annual interest rate of 20%[66] - The company has a loan facility of up to HKD 40,000,000 from another independent third party, with a term starting in 2025 and an annual interest rate of 28%[67] Business Operations and Strategy - The company expanded its business to include automotive services during the year, diversifying its operations[6] - The group has expanded its business into the automotive services sector through a joint venture with strategic partners[15] - The company aims to diversify its customer base to reduce concentration risk, as major customers accounted for over 10% of total revenue[29] - The company plans to diversify into industrial hemp cultivation and hemp fabric production, having obtained relevant permits for cultivation[82] - A joint venture, Hydrogen Environmental Clean Limited, was established in December 2024 to develop and sell hydrogen injection cleaning systems for automotive services, expected to provide stable revenue[81] - The company aims to enhance its leather manufacturing business by launching a new product line focused on "high-end craftsmanship" and "sustainable fashion"[80] - The company is committed to implementing strict cost management measures to optimize operational efficiency and minimize unnecessary cash outflows[67] Inventory and Receivables - The total inventory cost for 2024 was HKD 15,360,000, significantly lower than HKD 24,617,000 in 2023, reflecting a decrease of approximately 37.5%[32] - As of December 31, 2024, total inventory was approximately HKD 2,010,000, a decrease from HKD 4,594,000 on December 31, 2023, with inventory turnover days reduced from 68 days to 48 days[89] - Trade receivables increased to HKD 7,349,000 in 2024 from HKD 6,699,000 in 2023, with an impairment loss of HKD 2,051,000[47] - The net book value of trade receivables decreased slightly from HKD 5,528,000 in 2023 to HKD 5,298,000 in 2024[47] - The aging analysis of trade receivables shows that HKD 5,168,000 is less than 30 days overdue in 2024, compared to HKD 3,288,000 in 2023[48] Corporate Governance and Compliance - The company has complied with the corporate governance code, except for certain deviations noted[105] - The board is committed to improving the internal control system and risk management processes continuously[107] - The company appointed a new independent non-executive director on January 21, 2025, to address compliance issues regarding board composition[108] - The company has established an audit committee to oversee financial reporting processes, internal controls, and risk management systems[111] Share Capital and Dividends - The company does not recommend the payment of any dividends for the years ended December 31, 2024, and 2023[38] - The company’s issued share capital increased to HKD 4,227,000 in 2024 from HKD 4,127,000 in 2023, with the number of shares rising to 422,716,000[56] - The average number of ordinary shares issued increased to 413,801,205 in 2024 from 387,306,740 in 2023, an increase of approximately 6.9%[39] Market Conditions and Challenges - The leather manufacturing business contributed approximately HKD 21,433,000 to revenue, down 27.5% from HKD 29,547,000 in the previous year, primarily due to structural shrinkage in the US market and geopolitical factors affecting supply chains[73] - The company recorded a net loss as of December 31, 2024, due to multiple pressures including weak market demand and rising raw material costs[79] - The company will continue to monitor market recovery closely and allocate marketing resources to faster-recovering markets[80]

Financial Performance - Revenue for the six months ended June 30, 2024, was HKD 8,651,000, a decrease of 48.8% compared to HKD 16,914,000 in the same period of 2023[5] - Gross profit for the same period was HKD 2,051,000, resulting in a gross margin of 23.7%, down from 28.7% in 2023[5] - The company reported a loss before tax of HKD 9,549,000, compared to a loss of HKD 8,175,000 in the previous year[9] - The company recorded a net loss attributable to shareholders of HKD 9,549,000, compared to HKD 8,443,000 in the same period last year[10] - The company reported a net loss of approximately HKD 9,549,000 for the six months ended June 30, 2024, compared to a loss of HKD 8,443,000 in the same period of 2023[26] - The company reported a total comprehensive loss of HKD (9,436,000) for the six months ended June 30, 2024, compared to HKD (8,165,000) in the previous year[16] - The company recorded a total segment loss of HKD (5,430,000) for the six months ended June 30, 2024, compared to a loss of HKD (4,887,000) in the same period of 2023[47] - The company reported a pre-tax loss of HKD (9,549,000) for the six months ended June 30, 2024, compared to a pre-tax loss of HKD (8,175,000) in the same period of 2023[47] Assets and Liabilities - Total assets as of June 30, 2024, were HKD 7,386,000, significantly down from HKD 14,033,000 as of December 31, 2023[6] - The company’s total liabilities amounted to HKD 74,838,000 as of June 30, 2024, compared to HKD 73,358,000 as of December 31, 2023[49] - The company’s total liabilities as of June 30, 2024, were not explicitly stated but can be inferred to have decreased alongside the lease liabilities and trade payables[72][78] - The company’s total liabilities as of June 30, 2024, amounted to HKD 19,220,000, compared to HKD 19,517,000 as of December 31, 2023[87] - The company’s financial statements indicate significant uncertainty regarding its ability to continue as a going concern due to ongoing losses and liabilities[26] Cash Flow and Liquidity - Cash and cash equivalents decreased to HKD 854,000 from HKD 997,000 at the end of 2023[12] - The net cash used in operating activities was HKD (290,000) for the six months ended June 30, 2024, compared to net cash generated of HKD 2,115,000 in the same period of 2023[18] - The company’s financing activities generated a net cash inflow of HKD 334,000 for the six months ended June 30, 2024, compared to a net cash outflow of HKD (3,083,000) in the same period of 2023[18] - The current ratio decreased to 0.12 from 0.20 year-over-year, indicating a decline in liquidity[6] Revenue Breakdown - Leather manufacturing business generated external customer revenue of HKD 8,353,000 for the six months ended June 30, 2024, a decrease of 49.3% from HKD 16,473,000 in the same period of 2023[47] - Leather retail business reported external customer revenue of HKD 298,000 for the six months ended June 30, 2024, down 32.4% from HKD 441,000 in the same period of 2023[47] - The leather manufacturing and retail business accounted for approximately 96.6% and 3.4% of total revenue, respectively, for the six months ended June 30, 2024[98] Impairment and Expenses - Impairment loss on right-of-use assets was HKD 1,224,000 for the six months ended June 30, 2024, compared to HKD 896,000 in the same period of 2023[51] - The company confirmed an impairment loss of approximately HKD 1,224,000 for manufacturing right-of-use assets for the six months ended June 30, 2024, compared to no impairment loss for the same period in 2023[69] - Administrative and other operating expenses decreased by approximately HKD 1,709,000 to about HKD 8,001,000, down from approximately HKD 9,710,000 in 2023[97] - The company’s sales and distribution costs decreased by approximately 14.1% to about HKD 887,000 for the six months ended June 30, 2024[97] Financing and Support - The company has received a commitment from an executive director to defer repayment of a loan amounting to HKD 8,000,000 until the company is able to repay[26] - The company has entered into a loan financing agreement with Mr. Zhao for an additional unsecured interest-free loan of up to HKD 20,000,000, which has been extended to May 27, 2026[30] - Mr. Zhao has provided a financial support letter agreeing not to demand repayment of shareholder loans and other amounts totaling approximately HKD 12,844,000 until the group is able to repay[31] - The company has established a loan financing agreement with an independent third party for a maximum loan of HKD 40,000,000, with an annual interest rate of 20%[34] Business Operations - The company is in the leather manufacturing, retail, and industrial hemp cultivation sectors, with no significant changes in the nature of its main business during the reporting period[20] - The company is exploring diversification into industrial hemp cultivation and hemp textile production, having obtained relevant permits and initiated pilot cultivation[105] - Management plans to implement strict cost control measures and optimize operations and financial management in response to the challenging business environment[104] Corporate Governance - The company has complied with the corporate governance code during the reporting period, with no significant deviations noted[132] - The audit committee, consisting of three independent non-executive directors, reviewed the financial reporting process and internal controls for the six months ending June 30, 2024[136] - The company has not established an internal audit function but will engage an independent third party annually for this purpose[133] Shareholder Information - The major shareholder, Zhao Jingfei, holds 62.04% of the company's shares, totaling 256,024,406 shares[120] - The company has not adopted any new stock option plans since the expiration of the previous plan on February 17, 2013[126] - No stock options were granted, exercised, lapsed, or canceled during the reporting period ending June 30, 2024[126]

Financial Performance - Revenue for the six months ended June 30, 2024, was HKD 8,651,000, compared to HKD 16,914,000 for the same period in 2023, representing a decrease of 48.8%[2] - Gross profit for the same period was HKD 2,051,000, down from HKD 4,856,000 in 2023, indicating a decline of 57.8%[2] - The company reported a loss before tax of HKD 9,549,000 for the six months ended June 30, 2024, compared to a loss of HKD 8,175,000 in 2023, reflecting an increase in losses of 16.8%[2] - The company reported a total comprehensive loss attributable to owners of HKD 9,436,000 for the period, compared to a loss of HKD 8,165,000 in 2023, an increase of 15.5%[2] - The basic and diluted loss per share for the period was HKD 2.30, compared to HKD 2.20 in the previous year, indicating a slight increase in loss per share of 4.5%[2] - The total reported segment loss for the six months ended June 30, 2024, was HKD 5,430,000, compared to a loss of HKD 4,887,000 in the same period of 2023, indicating an increase in losses[20] - The pre-tax loss for the six months ended June 30, 2024, was HKD 9,549,000, compared to HKD 8,175,000 for the same period in 2023, reflecting a worsening financial position[20] - The group recorded a net loss attributable to shareholders of approximately HKD 9,549,000, compared to a loss of HKD 8,443,000 in the same period last year[52] Assets and Liabilities - Total current assets decreased to HKD 6,744,000 as of June 30, 2024, from HKD 13,252,000 as of December 31, 2023, a decline of 49.1%[3] - Current liabilities totaled HKD 57,729,000 as of June 30, 2024, down from HKD 66,383,000 at the end of 2023, a reduction of 13.5%[3] - Non-current liabilities increased significantly to HKD 17,109,000 as of June 30, 2024, compared to HKD 6,975,000 at the end of 2023, an increase of 145.5%[4] - The total assets as of June 30, 2024, were HKD 7,386,000, compared to HKD 14,033,000 as of June 30, 2023, indicating a significant reduction in asset base[20] - The total liabilities as of June 30, 2024, were HKD 74,838,000, compared to HKD 73,358,000 as of June 30, 2023, showing a slight increase in liabilities[20] - The debt-to-asset ratio as of June 30, 2024, was approximately 1,013.2%, up from 522.8% on December 31, 2023[62] - The group recorded an asset loss of approximately HKD 67,452,000 as of June 30, 2024, compared to HKD 59,325,000 on December 31, 2023[62] Cash Flow and Financing - The company’s cash and cash equivalents decreased to HKD 854,000 as of June 30, 2024, from HKD 997,000 at the end of 2023, a decrease of 14.4%[3] - As of June 30, 2024, the company had cash and cash equivalents of approximately HKD 854,000 available to meet its financial obligations[8] - The company has received a commitment letter from Executive Director Mr. Qin, agreeing not to demand repayment of a loan amounting to HKD 8,000,000 until the company is able to repay[8] - Mr. Zhao has provided loans totaling approximately HKD 21,271,000, with HKD 16,456,000 of this amount deferred until 2026[9] - The company has established a loan financing agreement with an independent third party for up to HKD 40,000,000, with an annual interest rate of 20%[10] - The company is actively seeking additional financing sources and is committed to strict cost management measures to optimize operational efficiency[10] - The company has not utilized the external financing facility as of June 30, 2024[10] Business Operations - The company continues to engage in leather manufacturing, retail, and industrial hemp cultivation, with no significant changes in its core business operations during the reporting period[5] - The leather manufacturing business reported external customer revenue of HKD 8,353,000 for the six months ended June 30, 2024, compared to HKD 16,473,000 in the same period of 2023, representing a decrease of 49.3%[20] - The leather retail business generated external customer revenue of HKD 298,000 for the six months ended June 30, 2024, down from HKD 441,000 in the same period of 2023, a decline of 32.4%[20] - The leather manufacturing segment accounted for approximately 96.6% of total revenue, while the leather retail business accounted for about 3.4%[53] - The group has initiated a diversification plan into industrial hemp cultivation and hemp textile production, with relevant permits obtained[59] Impairment and Asset Valuation - The impairment loss on right-of-use assets was HKD 1,224,000 for the six months ended June 30, 2024, compared to HKD 896,000 in the same period of 2023, indicating increased asset impairment[22] - The leather retail business incurred significant losses in the six months ending June 30, 2024, leading to indications of impairment for related assets[30] - The recoverable amount for the retail cash-generating unit was determined to be zero, based on a value-in-use calculation using a discount rate of 13%[30] - The leather manufacturing business also experienced substantial losses, resulting in impairment indications for its assets as of June 30, 2024[31] - The recoverable amount for the manufacturing cash-generating unit was similarly estimated to be zero, using the same discount rate of 13%[31] Corporate Governance and Compliance - The audit committee consists of three independent non-executive directors as of June 30, 2024, and has reviewed the financial reporting procedures and internal controls[75] - The interim financial information for the six months ending June 30, 2024, has not been audited or reviewed by external auditors but has been discussed with the management[75] - The company has complied with the corporate governance code except for the absence of an internal audit function as of June 30, 2024[72] - The company will regularly review its corporate governance practices to ensure ongoing compliance with the corporate governance code[72] Employee and Management Information - As of June 30, 2024, the group employed 115 employees, a decrease from 126 employees as of December 31, 2023[68] - The short-term benefits for key management personnel for the six months ended June 30, 2024, amount to HKD 450,000, down from HKD 585,000 for the same period in 2023[50]

Financial Performance - The leather manufacturing business reported a significant loss of approximately HKD 17,659,000 (or about HKD 10,393,000 excluding impairment losses on manufacturing properties and equipment) for the fiscal year 2023[18]. - The gross profit margin for the leather retail business is projected to be 40% for fiscal years 2024 and 2025, based on a reference gross profit margin of 44% from fiscal year 2019[68]. - The company's gross profit margin for the fiscal year 2023 was 17.3%, a significant decrease from the adjusted gross profit margin of 26.9% in fiscal year 2022, primarily due to lower production volumes and extraordinary costs related to outdated inventory and supply chain disruptions caused by COVID-19[50]. - For the fiscal years ending December 31, 2024, and December 31, 2025, the company forecasts gross profit margins of 23.5% and 24.5%, respectively, due to streamlined production lines and better cost control[51]. - The company anticipates a rebound in leather retail business growth rates to 10% for the fiscal years 2024 and 2025 after a stagnation in fiscal year 2023[67]. Impairment and Losses - The impairment losses on retail use assets and manufacturing properties were confirmed due to the ongoing losses experienced by the group[20]. - The impairment loss for the fiscal year 2023 was confirmed due to significantly deteriorated performance in the manufacturing cash-generating unit[55]. - The retail workshop recognized an impairment loss of approximately HKD 896,000 due to ongoing losses in the fiscal years 2022 and 2023, primarily attributed to intense competition in the retail environment[19]. Business Strategy and Expansion - The company is actively expanding its e-commerce market and exploring potential sales channels, including collaborations with influencers for live streaming sales on platforms like Taobao[14]. - The management is implementing lean production principles to optimize production processes and reduce waste, aiming to improve efficiency and lower costs without compromising quality[13]. - The company aims to enhance its financial performance through various business strategies and plans[3]. - The company aims to expand its high-end brand offerings, targeting higher profit margins and a more affluent customer base[38]. - The company has developed plans to diversify into industrial hemp cultivation and hemp product manufacturing, although progress has been hindered by strict regulations and the COVID-19 pandemic[7]. - The company will continue to assess the business environment and seek new viable opportunities to diversify its existing business portfolio and revenue sources[16]. Market and Economic Factors - The global leather goods market is projected to grow at an annual growth rate of 6.2% to 9.5% from 2023 to 2030, with an average of 7.31%[50]. - The company believes that the industrial hemp sector holds significant potential for future growth despite current legal and trade challenges[41]. - The company is actively monitoring market recovery and reallocating marketing resources to faster-recovering markets starting in 2024[38]. Financial Metrics - The weighted average cost of capital (WACC) is 13.37%[26]. - The cost of equity is calculated at 14.76% based on the capital asset pricing model, with adjustments for company size and specific risks[29]. - The statutory corporate tax rate is 16.5%[26]. - The weighted average cost of capital is estimated at 12.84%, with a cost of equity at 14.21% and a cost of debt at 5.88%[60]. - The weighted average cost of capital (WACC) is calculated at 12.84%, with the cost of equity estimated at 14.21% using the Capital Asset Pricing Model[69][70]. Production and Cost Management - The management is focusing on optimizing energy consumption and streamlining production processes to achieve cost savings[13]. - The company expects a reduction in unit manufacturing costs due to improved production planning and cost control measures[51]. - The fair value less costs to sell for most properties, plants, and equipment is considered negligible, leading to recoverable amounts being based on their respective use values[50]. - The company has resumed experimental cultivation of industrial hemp "Cloud Hemp No. 8," with a cultivation period of approximately six to eight months[41]. - The company plans to develop new leather products that cater to niche markets with innovative designs and materials[39]. Corporate Governance - The company has not made any significant changes to parameter values and assumptions compared to the previous year, except for sales forecasts and growth rates[31]. - The company has maintained the content of its fiscal year 2023 performance announcement and annual report without changes[71]. - The board of directors includes executive directors Zhao Jingfei, Fan Xin, and Qin Bohan, along with independent non-executive directors Han Yu, Jia Lixin, and Rong Yi[72].

Financial Performance - For the year ended December 31, 2023, the company reported revenue of HKD 30,298,000, a decrease of 46.0% compared to HKD 56,042,000 for the year ended December 31, 2022[10]. - Gross profit for the same period was HKD 5,681,000, down from HKD 10,261,000, resulting in a gross margin of 18.8%, slightly up from 18.3% in the previous year[10]. - The company recorded a pre-tax loss of HKD 27,641,000, compared to a loss of HKD 18,936,000 in the prior year, indicating a worsening financial performance[10]. - The total loss for the year was HKD 27,909,000, which is an increase from the previous year's loss of HKD 18,936,000[10]. - Basic loss per share increased to HKD (7.2) from HKD (4.9), indicating a larger loss per share for investors[10]. - Other income decreased by 73.5% from approximately HKD 675,000 in 2022 to about HKD 179,000 in 2023, primarily due to the absence of rental concessions and a significant drop in foreign exchange gains[64]. - Other losses increased from approximately HKD 1,822,000 in 2022 to about HKD 8,162,000 in 2023, mainly due to impairment losses on right-of-use assets and property, plant, and equipment[64]. - Reported segment loss for 2023 was HKD (20,516) thousand, compared to HKD (11,046) thousand in 2022, indicating a significant increase in losses[77]. - Comprehensive loss before tax for 2023 was HKD (27,641) thousand, up from HKD (18,936) thousand in 2022, reflecting a worsening financial position[77]. - The company recorded a net loss attributable to shareholders of approximately HKD 27,909,000 for the year ended December 31, 2023, compared to a loss of HKD 18,936,000 for the year ended December 31, 2022[102]. Liquidity and Financial Ratios - The current ratio decreased to 0.20 from 0.31, and the quick ratio also fell to 0.13 from 0.21, reflecting a decline in liquidity[10]. - The total current assets decreased to approximately HKD 13,252,000 as of December 31, 2023, from HKD 17,831,000 as of December 31, 2022[113]. - The total assets decreased to HKD 14,033 thousand in 2023 from HKD 30,582 thousand in 2022, a decline of 54.1%[79]. - The company's asset-liability ratio as of December 31, 2023, was approximately 522.8%, compared to 250.5% as of December 31, 2022[136]. - The company reported a decrease in unallocated corporate expenses to HKD (7,127) thousand in 2023 from HKD (7,890) thousand in 2022, reflecting improved cost management[77]. Revenue Sources and Business Segments - The leather manufacturing and retail businesses contributed revenues of approximately HKD 29,547,000 and HKD 751,000, respectively, for the year ended December 31, 2023, down from HKD 54,542,000 and HKD 1,500,000 in the previous year[63]. - Revenue from belts accounted for 94.7% of total revenue in 2023, down from 96.0% in 2022, indicating a slight diversification in revenue sources[89]. - Revenue from the leather manufacturing business accounted for approximately 97.5% of total revenue for the year ended December 31, 2023, compared to 97.3% for the year ended December 31, 2022[103]. - Retail revenue from Hong Kong for the year ended December 31, 2023, was approximately HKD 751,000, a decrease of about 49.9% compared to HKD 1,500,000 for the year ended December 31, 2022[91]. Operational Strategies and Future Outlook - The company is focusing on improving its financial position and exploring new strategies for market expansion and product development[10]. - Future outlook includes potential new product launches and technology advancements to drive revenue growth[10]. - The company anticipates that future performance may be affected by global economic factors, including trade tensions and geopolitical conflicts[63]. - The company is focused on enhancing its operational efficiency and exploring new market opportunities to mitigate the impact of external challenges[63]. - The company expects an increase in customer orders for the year ending December 31, 2024, due to ongoing negotiations with new potential clients, primarily in the fashion industry across the US, Europe, and Asia[92]. Corporate Governance and Management - The company emphasizes good corporate governance as a key factor for success, aiming to enhance shareholder value and protect shareholder rights[182]. - The board of directors consists of three executive directors and three independent non-executive directors, with no significant relationships among them[184]. - The independent non-executive directors represent at least one-third of the board, complying with listing rules[194]. - The board regularly reviews the functions and responsibilities of its authorized personnel, requiring board approval for any significant transactions[196]. - The company has established a cost-effective approach by hiring independent external professionals to review its internal control systems annually instead of forming an internal audit department[183]. Share Capital and Dividends - The number of issued shares increased to 412,704,000 from 382,704,000, indicating potential dilution for existing shareholders[10]. - The company has completed a placement of 30,000,000 new shares, representing approximately 7.27% of the enlarged issued share capital, at a price of HKD 0.45 per share[118]. - The board does not recommend the distribution of any dividends for the year ended December 31, 2023, consistent with the previous year[122]. - The net proceeds from the placement, after deducting commissions and expenses, amounted to approximately HKD 13.0 million, slightly lower than the previously estimated HKD 13.2 million[141]. Asset Management and Impairments - The company reported a comprehensive impairment of property, plant, and equipment of HKD 8,162 thousand in 2023, compared to HKD 1,822 thousand in 2022, indicating increased asset write-downs[79]. - The company reported a non-cash impairment loss of approximately HKD 8,162,000 for property, plant, and equipment as of December 31, 2023, compared to HKD 1,822,000 in 2022, primarily due to past performance and challenging market conditions[116]. - The company recorded an asset deficit of approximately HKD 59,325,000 as of December 31, 2023, an increase from HKD 46,016,000 in 2022, primarily due to operating losses and impairment losses during the year[137].

Financial Performance - The company reported a loss attributable to owners of the company of HKD 27,909,000 for the year ended December 31, 2023, compared to a loss of HKD 18,936,000 in 2022, representing an increase in loss of approximately 47.5%[6]. - Revenue from external customers decreased to HKD 30,298,000 in 2023 from HKD 56,042,000 in 2022, reflecting a decline of about 46.0%[21]. - The manufacturing and distribution of leather products generated revenue of HKD 29,547,000 in 2023, down from HKD 54,542,000 in 2022, a decrease of approximately 45.1%[23]. - The retail segment for fashion, footwear, and leather accessories reported revenue of HKD 751,000 in 2023, compared to HKD 1,500,000 in 2022, indicating a decline of about 50.0%[23]. - The company incurred a significant loss of approximately HKD 27,909,000 for the year ending December 31, 2023, with current liabilities netting approximately HKD 53,131,000 and asset deficits of about HKD 59,325,000[35]. - The company reported a pre-tax loss of HKD 27,641,000 for the year, compared to a loss of HKD 18,936,000 in the previous year, reflecting an increase in losses of about 46%[45]. - The total assets of the company decreased to HKD 14,033,000 in 2023 from HKD 30,582,000 in 2022, representing a decline of approximately 54%[45]. - The company recorded a net loss attributable to shareholders of approximately HKD 27,909,000, compared to a loss of HKD 18,936,000 for the fiscal year ending December 31, 2022[149]. Customer Concentration - The company’s major customers are highly concentrated, with Customer A contributing HKD 16,618,000 in 2023, down from HKD 34,424,000 in 2022, a decrease of approximately 51.7%[22]. - The leather belt segment contributed HKD 27,968,000, accounting for 94.7% of the leather manufacturing revenue[124]. Asset and Liability Management - Non-current assets in Hong Kong decreased to HKD 1,014,000 in 2023 from HKD 7,950,000 in 2022, a decline of about 87.3%[21]. - The company has cash and cash equivalents of only about HKD 997,000 as of December 31, 2023, raising significant uncertainty regarding its ability to continue as a going concern[35]. - The total current liabilities as of December 31, 2023, were approximately HKD 66,383,000, an increase from approximately HKD 56,740,000 as of December 31, 2022[129]. - The current ratio decreased to approximately 0.20 times as of December 31, 2023, from approximately 0.31 times as of December 31, 2022[129]. - The company has a net liability of HKD 59,325,000, worsening from HKD 46,016,000 in the previous year[193]. Financing and Liquidity - The company has received a loan commitment from its executive director, ensuring liquidity support of HKD 8,000,000 until repayment is requested[11]. - The company has an external financing limit of up to HKD 40,000,000, with an interest rate of 20% per annum, which has not been utilized as of the announcement date[37]. - The company has a loan agreement with Mr. Qin for HKD 8,000,000, which is unsecured, interest-free, and has no fixed repayment term[78]. - The company has received financial support from Mr. Zhao, confirming that he will not demand repayment of approximately HKD 10,897,000 until the company is able to repay[93]. - The company completed a placement of new shares on November 6, 2023, raising approximately HKD 13,000,000[35]. Operational Efficiency - The company plans to continue seeking other financing sources and implement strict cost management measures to optimize operational efficiency[94]. - The company is actively taking measures to control operating costs and inventory levels to maintain healthier cash flow and liquidity[105]. - The company plans to focus on strict cost control measures and optimize operational and financial management to improve long-term profitability[155]. - The company is committed to strict cost management measures to optimize operational efficiency and minimize unnecessary cash outflows[198]. Impairment and Asset Valuation - The impairment loss on property, plant, and equipment amounted to HKD 2,964,000 for the year ended December 31, 2023, while the impairment loss on right-of-use assets was HKD 5,198,000, totaling HKD 8,162,000, compared to HKD 1,822,000 in 2022[53]. - The recoverable amount of the company's right-of-use assets was estimated to be zero, leading to no need for reversal of previous impairment losses[68]. - The group recorded significant impairment losses of approximately HKD 4,302,000 and HKD 896,000 for the leather manufacturing and retail businesses, respectively, for the year ended December 31, 2023[106]. Future Outlook - The group anticipates a recovery in business operations, aiming to expand its customer base and revenue sources beyond leather belts, with ongoing negotiations with several new potential clients, mainly in the US, Europe, and Asia[104]. - The group expects an increase in customer orders for the year ending December 31, 2024, compared to the year ending December 31, 2023, as negotiations with new clients progress successfully[104]. - The company has initiated a diversification plan into industrial hemp cultivation and hemp fabric production, having obtained relevant permits and leased land in Yunnan for trial cultivation[127]. Corporate Governance - The company has complied with the corporate governance code, except for a specific internal audit provision[173]. - The audit committee has reviewed and discussed financial reporting matters with management and external auditors for the year ended December 31, 2023[176]. - The board does not recommend the distribution of any dividends for the year ended December 31, 2023[140].

Financial Performance - Revenue for the six months ended June 30, 2023, was HKD 16,914,000, a decrease of 13.8% compared to HKD 19,614,000 in 2022[7] - Gross profit for the same period was HKD 4,856,000, resulting in a gross margin of 28.7%, up from 27.1% in 2022[7] - The company reported a loss before tax of HKD 8,175,000, compared to a loss of HKD 9,856,000 in the previous year[9] - The company recorded a net loss attributable to shareholders of HKD 8,443,000, compared to HKD 9,856,000 in 2022[9] - The total comprehensive income for the period resulted in a loss of HKD 8,165,000, which is a decrease from the loss of HKD 9,856,000 in the previous period, indicating an improvement of approximately 17%[30] - The total comprehensive loss for the period was HKD 8,443,000 in 2023 compared to HKD 9,856,000 in 2022, reflecting a decrease in losses of approximately 14.3%[53] Assets and Liabilities - Total assets as of June 30, 2023, were HKD 20,396,000, down from HKD 30,582,000 at the end of 2022[7] - The current ratio decreased to 0.19 from 0.31 in the previous year, indicating a decline in liquidity[7] - The total liabilities as of June 30, 2023, were HKD 73,165,000, compared to HKD 75,598,000 at the end of 2022[16] - As of June 30, 2023, the total liabilities exceeded total assets by approximately HKD 52,769,000, reflecting a significant financial challenge for the company[30] - The company reported a decrease in total assets to HKD 20,396,000 in 2023 from HKD 30,582,000 in 2022, a decline of approximately 33.4%[55] - Total liabilities decreased to HKD 73,165,000 in 2023 from HKD 76,598,000 in 2022, a decline of approximately 4.8%[55] Cash Flow and Financing - Cash and cash equivalents decreased to HKD 1,596,000 from HKD 2,495,000 at the end of 2022[14] - For the six months ended June 30, 2023, the net cash generated from operating activities was HKD 2,115,000, compared to HKD 955,000 for the same period in 2022, representing a 121% increase[21] - The company recorded a net cash outflow from financing activities of HKD 3,083,000 for the six months ended June 30, 2023, compared to HKD 1,063,000 in the same period of 2022, indicating a significant increase in financing costs[21] - The company has received a commitment from an executive director to defer repayment of a loan amounting to HKD 8,000,000 until the company is able to repay, which is crucial for maintaining liquidity[30] - The company has not utilized the additional unsecured interest-free loan facility of up to HKD 30,000,000 provided by the executive director, which is set to mature on August 27, 2025[30] Segment Performance - Revenue from external customers for leather manufacturing decreased to HKD 16,473,000 in 2023 from HKD 18,670,000 in 2022, a decline of approximately 11.5%[53] - Revenue from external customers for leather retail business decreased to HKD 441,000 in 2023 from HKD 944,000 in 2022, a decline of approximately 53.3%[53] - The leather manufacturing segment generated revenue of approximately HKD 16,473,000, a decrease of approximately 11.8% from HKD 18,670,000 in the previous year[107] - The leather retail segment's revenue decreased by approximately HKD 503,000 to about HKD 441,000, impacted by a weak economy and increased outbound travel from Hong Kong[110] - The leather manufacturing segment recorded an operating loss of approximately HKD 3,514,000, an improvement of about 22.6% compared to the previous year's loss of HKD 4,540,000[109] - The leather retail segment incurred an operating loss of approximately HKD 1,373,000, compared to a loss of HKD 928,000 in the previous year, due to slow economic recovery and the absence of one-time income[114] Business Outlook and Strategy - The company anticipates that the situation in the second half of 2023 will remain challenging due to ongoing geopolitical risks and concerns about the global economic outlook[115] - The company plans to diversify its business into industrial hemp cultivation and hemp textile production, having obtained necessary permits and land leases in Yunnan[116] - The board believes that successful implementation of the business plan will diversify the product portfolio and revenue sources, enhancing long-term profitability[116] Shareholder Information - As of June 30, 2023, Zhao Jingfei holds 256,024,406 shares, representing 66.90% of the company's ordinary shares[131] - Waterfront Holding Group Co., Ltd. is the beneficial owner of 256,024,406 shares, also representing 66.90%[135] - The company has not adopted any new share option schemes since the previous one expired on February 17, 2013[136] - No share buybacks, redemptions, or sales of listed securities occurred within the six months ending June 30, 2023[140] Compliance and Governance - The audit committee, consisting of three independent non-executive directors, reviewed the interim financial statements for the six months ending June 30, 2023[149]

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。 （於開曼群島註冊成立之有限公司） （股份代號：264） 截 至 二 零 二 三 年 六 月 三 十 日 止 六 個 月 之 中 期 業 績 公 告 中聯發展控股集團有限公司（「本公司」）董事（「董事」）會（「董事會」）在此宣佈本 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六個月（「報告 期間」）之未經審核簡明綜合財務報表，連同二零二二年的比較數字如下： ...

Audit and Financial Oversight - The audit fees paid by the group for the year ended December 31, 2022, amounted to HKD 1,360,000, a decrease from HKD 1,530,000 in 2021, with audit services costing HKD 1,180,000 and other assurance services costing HKD 180,000[7]. - The audit committee is responsible for reviewing the company's financial controls, internal controls, and risk management systems, including significant environmental, social, and governance risks[17]. - The company has established a framework for the appointment and removal of independent auditors, with no disagreements noted between the board and the audit committee regarding auditor selection[7]. - The company is committed to maintaining effective communication with external auditors, meeting at least twice a year to discuss any significant or unusual matters[17]. - The audit committee held five meetings during the year ending December 31, 2022, to review financial reporting and internal controls[157]. - The audit committee is responsible for recommending the appointment and remuneration of external auditors, ensuring their independence[158]. Remuneration and Governance - The remuneration committee held one meeting during the year to review and determine the annual remuneration of directors and assess the performance of executive directors[13]. - The remuneration committee's primary responsibilities include recommending non-executive director remuneration and ensuring that compensation related to termination is fair and not overly burdensome[13]. - The remuneration committee's operation model involves advising the board while retaining final authority over the approval of individual director and senior management remuneration[13]. - The company has implemented appropriate insurance arrangements for directors and senior officers to mitigate legal risks[125]. - The company has not reported any waivers of remuneration by directors during the year[199]. Board Composition and Diversity - The board consists of three executive directors and three independent non-executive directors, ensuring a balanced governance structure[135]. - The board consists of six directors, with three being independent non-executive directors, promoting important oversight and control in management processes[187]. - The board members possess balanced knowledge and experience in business management, investment, accounting, and financial management[184]. - The board diversity policy aims to appoint at least one director of a different gender by the end of the fiscal year 2024 to avoid gender homogeneity[186]. - The company recognizes the benefits of board member diversity and is committed to achieving a balance of skills, experience, and perspectives necessary for its business[174]. - The nomination committee will regularly review the board's diversity policy and recommend any necessary amendments to the board for consideration and approval[176]. Financial Performance - The company recorded revenue of approximately HKD 56,042,000 for the year ended December 31, 2022, an increase of 13.9% or about HKD 6,850,000 compared to HKD 49,192,000 for the previous year[31]. - Gross profit for the year was approximately HKD 10,261,000, with a gross margin of 18.3%, down from 20.0% in the previous year[31]. - The company reported a pre-tax loss of HKD 18,936,000 for the year, compared to a loss of HKD 20,987,000 in the previous year[29]. - Administrative and other operating expenses decreased by approximately HKD 3,375,000 to about HKD 19,927,000, primarily due to improved human resource management[32]. - The company’s market capitalization was approximately HKD 260,239,000 as of the year-end, down from HKD 271,720,000 the previous year[29]. - The basic loss per share for the year was 4.9 HK cents, compared to 5.5 HK cents in the previous year[43]. Business Operations and Future Prospects - The group is optimistic about future business prospects, expecting a significant increase in orders by December 31, 2023, due to successful negotiations with new potential clients, particularly in the fashion industry[47]. - The group plans to diversify its business into industrial hemp cultivation and hemp textile production, having obtained the necessary permits and leased land in Yunnan for pilot cultivation[48]. - The group is in the initial development stage of its industrial hemp project, focusing on trial cultivation with the expectation of future production capabilities[48]. - The company faced additional production costs due to delays caused by COVID-19 pandemic restrictions, impacting gross margin[31]. Internal Controls and Compliance - The company conducts annual reviews of its internal audit function, opting for independent external professionals to assess its internal control systems, which is deemed more cost-effective[111]. - The board meets regularly, approximately quarterly, to discuss business strategies, budgets, and risk management, ensuring informed decision-making[116][119]. - The company has established a mechanism to ensure the board receives independent views and opinions, which is reviewed annually[159]. - The company’s governance practices are aligned with the corporate governance code, ensuring compliance with relevant regulations and standards[121]. Shareholder and Stakeholder Relations - The board does not recommend the distribution of any dividends for the year ended December 31, 2022, consistent with the previous year[80]. - The company has adopted a dividend policy since December 31, 2018, with any proposed final dividend subject to shareholder approval[188]. - The company reported no significant disputes with suppliers, customers, or other stakeholders for the year ended December 31, 2022[190].