此乃要件 請即處理 RICHLY FIELD CHINA DEVELOPMENT LIMITED 裕田中國發展有限公司 閣下如對本通函任何內容或應採取之行動有任何疑問，應諮詢 閣下之股票經紀或其他持牌證券交易 商、銀行經理、律師、專業會計師或其他專業顧問。 （於開曼群島註冊成立及於百慕達持續經營之有限公司） （股份代號：313） 閣下如已售出或轉讓名下所有裕田中國發展有限公司股份，應立即將本通函及隨附之代表委任表格送 交買主或承讓人，或經手買賣或轉讓之銀行、股票經紀或其他代理商，以便轉交買主或承讓人。 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之內容概不負責，對其準確性或完備 性亦不發表任何聲明，且表明不會就本通函全部或任何部分內容而產生或因依賴該等內容而引致之任 何損失承擔任何責任。 | 釋義 | 1 | | | --- | --- | --- | | 董事會函件 | | | | 緒言 | 3 | | | 發行授權及購回授權 | 4 | | | 重選退任董事及繼續委任在任超過九年之獨立非執行董事 | 4 | | | 股東週年大會 | 5 | | | 暫停辦理股份過戶登記手續 | | 6 | | ...

RICHLY FIELD CHINA DEVELOPMENT LIMITED 裕田中國發展有限 公 司 (Incorporated in the Cayman Islands and continued in Bermuda with limited liability) ( 於開曼群島註冊成立及於百慕達持續經營之有限公司 ) (Stock Code 股份代號 : 313) 2025 Annual Report 年報 Annual R eport 年 報 2 0 2 5 RIC HLY FIELD C HIN A D E V ELO P M E N T LIMIT E D 裕 田 中 國 發 展 有 限 公 司 二零二五年年報 裕田中國發展有限公司 01 Contents 目錄 | 2 | CORPORATE INFORMATION | | --- | --- | | | 公司資料 | | 5 | PROPERTY PORTFOLIO | | | 物業組合 | | 6 | MANAGEMENT DISCUSSION AND ANALYSIS | | | 管理層討論與分析 | | 28 | REPORT OF ...

[Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=1&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) [Overview](index=1&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income-Overview) For the year ended March 31, 2025, the Group's revenue significantly increased, but net loss and total comprehensive expenses expanded due to revaluation losses on investment properties, impairment losses on receivables, and impairment losses on prepaid construction costs, with basic and diluted loss per share also increasing Consolidated Statement of Profit or Loss and Other Comprehensive Income Summary | Metric | 2025 (HK$'000) | 2024 (HK$'000) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 123,180 | 31,921 | 285.9% | | Cost of sales | (90,253) | (22,521) | 300.8% | | Gross profit | 32,927 | 9,400 | 250.3% | | Other income, gains and losses | 318 | (39,575) | 100.8% | | Revaluation loss on investment properties | (35,020) | (62,958) | -44.4% | | Net impairment loss on trade receivables | (414) | (1,819) | -77.2% | | Net impairment loss on other receivables | (111,770) | (36,154) | 209.2% | | Impairment loss on prepaid construction costs | (50,678) | – | N/A | | Selling expenses | (8,730) | (6,421) | 35.9% | | Administrative expenses | (41,934) | (46,647) | -10.2% | | Finance costs | (37,668) | (40,218) | -6.3% | | Loss before tax | (252,969) | (224,950) | 12.5% | | Income tax credit | 2,046 | 2,688 | -23.8% | | Loss for the year | (250,923) | (222,262) | 12.9% | | Total comprehensive expenses for the year | (244,418) | (230,281) | 6.1% | | Basic loss per share (HK cents) | (21.40) | (19.05) | 12.3% | [Consolidated Statement of Financial Position](index=4&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) [Overview](index=4&type=section&id=Consolidated%20Statement%20of%20Financial%20Position-Overview) As of March 31, 2025, the Group's total non-current and current assets both decreased, leading to a reduction in total assets less current liabilities, with net current liabilities expanding and net assets significantly decreasing, reflecting a deteriorating financial position Consolidated Statement of Financial Position Summary | Metric | 2025 (HK$'000) | 2024 (HK$'000) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Total non-current assets | 923,025 | 1,060,564 | -13.0% | | Total current assets | 856,118 | 924,074 | -7.3% | | Total current liabilities | 1,329,988 | 1,279,206 | 4.0% | | Net current liabilities | (473,870) | (355,132) | 33.4% | | Total assets less current liabilities | 449,155 | 705,432 | -36.3% | | Total non-current liabilities | 448,181 | 460,040 | -2.6% | | Net assets | 974 | 245,392 | -99.6% | | Equity attributable to owners of the Company | 2,140 | 245,392 | -99.1% | | Total equity | 974 | 245,392 | -99.6% | [Notes to the Consolidated Financial Statements](index=6&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) [1. General Information](index=6&type=section&id=1.%20General%20Information) Richly Field China Development Limited is a Cayman Islands-registered, Bermuda-domiciled listed company primarily engaged in investment holding, with subsidiaries involved in property development, investment, and management services - The Company is a limited company incorporated in the Cayman Islands and continued in Bermuda, with shares listed on the Hong Kong Stock Exchange[7](index=7&type=chunk) - The Company's principal business is investment holding, while its subsidiaries are mainly engaged in property development, property investment, and property management services[7](index=7&type=chunk) [2. Application of New and Revised Hong Kong Financial Reporting Standards](index=6&type=section&id=2.%20Application%20of%20New%20and%20Revised%20Hong%20Kong%20Financial%20Reporting%20Standards) Several revised HKFRSs were first applied this year with no significant impact on the Group's financial position or performance, though HKFRS 18 is expected to affect future statement presentation and disclosures - This year saw the first application of HKFRS 16 (Revised), HKAS 1 (Revised), HKAS 7, and HKFRS 7 (Revised), among others, with no significant impact on financial position and performance[8](index=8&type=chunk) - HKFRS 18 "Presentation and Disclosure in Financial Statements" will be effective from January 1, 2027, and is expected to impact the presentation of the statement of profit or loss and future financial statement disclosures[9](index=9&type=chunk)[10](index=10&type=chunk)[12](index=12&type=chunk) [3. Basis of Preparation of Consolidated Financial Statements](index=8&type=section&id=3.%20Basis%20of%20Preparation%20of%20Consolidated%20Financial%20Statements) The consolidated financial statements are prepared under HKFRSs and the Hong Kong Companies Ordinance, but significant going concern uncertainties exist due to substantial losses, net current liabilities, and maturing borrowings, despite management's plans - The consolidated financial statements are prepared in accordance with all applicable Hong Kong Financial Reporting Standards issued by the HKICPA, Hong Kong Generally Accepted Accounting Principles, and the disclosure requirements of the Hong Kong Companies Ordinance[13](index=13&type=chunk) - For the year ended March 31, 2025, the Group incurred a **net loss of approximately HK$250,923,000**, had **net current liabilities of approximately HK$473,870,000**, and total borrowings of approximately **HK$617,295,000** due within the next 12 months, raising significant going concern uncertainties[14](index=14&type=chunk) - Management plans to address liquidity issues by resuming property development, expanding property management, securing continuous financial support from related parties, exploring other investment opportunities, and controlling costs[15](index=15&type=chunk)[16](index=16&type=chunk)[17](index=17&type=chunk)[18](index=18&type=chunk)[19](index=19&type=chunk)[20](index=20&type=chunk) - Despite these plans, significant uncertainties remain regarding the Group's ability to implement them, due to the volatile Chinese property market and the uncertainty of related party support[20](index=20&type=chunk) [4. Segment Information](index=11&type=section&id=4.%20Segment%20Information) The Group primarily operates in property development, investment, and management services, which the CEO views as a single operating segment, thus no segment information is presented, with all revenue and most non-current assets from China - The Group has two main property development and investment projects (Qinhuangdao Project and Yinchuan Project) and operates property management businesses in Yinchuan, Wuhan, and Hohhot, China[21](index=21&type=chunk) - The Chief Executive Officer considers property development, property investment, and property management services as a single reportable operating segment, hence no segment information is presented[21](index=21&type=chunk) - All revenue from external customers and most non-current assets of the Group are derived from operations in China[21](index=21&type=chunk) [5. Revenue](index=12&type=section&id=5.%20Revenue) Revenue for the year significantly increased by **285.9%**, primarily driven by a strong **2,510.1% growth in property sales**, with moderate increases in property management and rental income Revenue Breakdown | Revenue Source | 2025 (HK$'000) | 2024 (HK$'000) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Property sales | 86,970 | 3,332 | 2510.1% | | Management fee income | 27,123 | 20,471 | 32.5% | | Parking fee income | 2,122 | 1,441 | 47.3% | | Total revenue from contracts with customers | 116,215 | 25,244 | 360.4% | | Rental income from investment properties under operating leases | 6,965 | 6,677 | 4.3% | | **Total Revenue** | **123,180** | **31,921** | **285.9%** | Timing of Revenue Recognition | Recognition Method | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | At a point in time | 89,092 | 4,773 | | Over time | 27,123 | 20,471 | | **Total revenue from contracts with customers** | **116,215** | **25,244** | [6. Other Income, Gains and Losses](index=13&type=section&id=6.%20Other%20Income%2C%20Gains%20and%20Losses) Other income, gains, and losses for the year turned from a loss to a gain, mainly because the re-measurement loss on the discounted present value of amounts due from former subsidiaries did not recur Other Income, Gains and Losses Summary | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Interest income from bank deposits | 43 | 87 | | Net exchange gain | 68 | 1 | | Re-measurement loss on discounted present value of amounts due from former subsidiaries | – | (39,787) | | Others | 207 | 124 | | **Total** | **318** | **(39,575)** | - The re-measurement loss on the discounted present value of amounts due from former subsidiaries of **HK$39,787,000** in 2024 was due to the expected settlement delay to December 31, 2027[23](index=23&type=chunk) [7. Finance Costs](index=14&type=section&id=7.%20Finance%20Costs) Total finance costs for the year slightly decreased, primarily due to lower interest on other borrowings, despite increases in interest on construction payables and amounts due to related parties Finance Costs Breakdown | Item | 2025 (HK$'000) | 2024 (HK$'000) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Interest on other borrowings | 8,231 | 18,147 | -54.6% | | Interest on construction payables | 8,293 | 1,998 | 315.1% | | Interest on amounts due to related parties | 20,765 | 19,915 | 4.3% | | Interest on lease liabilities | 379 | 158 | 139.9% | | **Total** | **37,668** | **40,218** | **-6.3%** | - No borrowing costs were capitalized in either year[24](index=24&type=chunk) [8. Loss Before Tax](index=14&type=section&id=8.%20Loss%20Before%20Tax) Loss before tax was primarily influenced by staff costs, property costs, depreciation, and direct operating expenses, with a significant increase in property costs recognized as expenses this year Loss Before Tax Components | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | **Staff Costs** | | | | Salaries, wages and other benefits | 17,684 | 19,335 | | Contributions to defined contribution retirement plans | 2,964 | 2,818 | | **Total Staff Costs** | **20,648** | **22,153** | | **Other Items** | | | | Property costs recognized as expenses | 72,498 | 3,016 | | Depreciation of property, plant and equipment | 234 | 454 | | Depreciation of right-of-use assets | 14,453 | 14,426 | | Auditor's remuneration | 960 | 960 | | Direct operating expenses of investment properties | 4,413 | 5,218 | - Property costs recognized as expenses significantly increased from **HK$3,016,000** in 2024 to **HK$72,498,000** in 2025[25](index=25&type=chunk) [9. Income Tax Credit](index=15&type=section&id=9.%20Income%20Tax%20Credit) The Group is exempt from Bermuda income tax, Chinese subsidiaries are taxed at 25%, and no Hong Kong profits tax provision was made due to the absence of assessable profits - The Group is not subject to Bermuda income tax[26](index=26&type=chunk) - Chinese registered subsidiaries are subject to a tax rate of **25%**[26](index=26&type=chunk) - No provision for Hong Kong profits tax was made due to the absence of assessable profits in Hong Kong[26](index=26&type=chunk) [10. Loss Per Share](index=15&type=section&id=10.%20Loss%20Per%20Share) Basic loss per share for the year was **21.40 HK cents**, an increase from the previous year, with no diluted loss per share presented due to the absence of potential ordinary shares Loss Per Share Details | Metric | 2025 | 2024 (Restated) | | :--- | :--- | :--- | | Loss attributable to owners of the Company (HK$'000) | (249,747) | (222,262) | | Number of ordinary shares (basic) | 1,166,834,362 | 1,166,834,362 | | Basic loss per share (HK cents) | (21.40) | (19.05) | - No diluted loss per share is presented for either year due to the absence of potential ordinary shares[28](index=28&type=chunk) [11. Dividends](index=16&type=section&id=11.%20Dividends) No dividends were paid or proposed during the year or after the reporting period - No dividends were paid or proposed to ordinary shareholders of the Company for the year ended March 31, 2025, nor have any dividends been declared since the end of the reporting period[29](index=29&type=chunk) [12. Trade Receivables](index=16&type=section&id=12.%20Trade%20Receivables) The Group's total trade receivables slightly increased, accompanied by a corresponding rise in expected credit loss impairment provisions, with all receivables due within one year Trade Receivables Summary | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Rental receivables | 2,507 | 2,042 | | Trade receivables | 1,446 | 1,032 | | Less: Provision for impairment of expected credit losses | (2,233) | (1,819) | | **Total** | **1,720** | **1,255** | - The Group does not hold any collateral for its trade receivables[30](index=30&type=chunk) - The aging analysis of trade receivables (net of provision for impairment of expected credit losses) at the end of the reporting period shows all amounts are due within one year[30](index=30&type=chunk) [13. Prepayments, Deposits and Other Receivables](index=17&type=section&id=13.%20Prepayments%2C%20Deposits%20and%20Other%20Receivables) Total prepayments, deposits, and other receivables decreased, primarily due to a significant increase in expected credit loss impairment provisions, especially for amounts due from former subsidiaries, with the non-current portion now zero Prepayments, Deposits and Other Receivables Summary | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Other receivables | 33,521 | 14,269 | | Other recoverable taxes | 90 | 5,651 | | Other prepayments | 4,477 | 4,515 | | Prepaid construction costs | 32,368 | 87,435 | | Deposits | 265 | 268 | | Amounts due from former subsidiaries | 139,931 | 120,442 | | Amounts due from related parties | 49,909 | 57,003 | | **Total** | **260,561** | **289,583** | | Less: Provision for impairment of expected credit losses | (148,834) | (36,914) | | **Net** | **111,727** | **252,669** | Classification | Classification | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Non-current assets | – | 76,124 | | Current assets | 111,727 | 176,545 | - The provision for impairment of expected credit losses significantly increased from **HK$36,914,000** in 2024 to **HK$148,834,000** in 2025[31](index=31&type=chunk) [14. Trade Payables](index=17&type=section&id=14.%20Trade%20Payables) The Group's total trade payables increased, with the vast majority due within one year, and these payables are non-interest-bearing and repayable within normal operating cycles Trade Payables Aging Analysis | Aging | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Within one year | 349,386 | 382,387 | | Over one year | 99,019 | 1,346 | | **Total** | **448,405** | **383,733** | - Trade payables are non-interest-bearing and repayable within normal operating cycles[32](index=32&type=chunk) [15. Share Capital](index=18&type=section&id=15.%20Share%20Capital) The Company completed a share consolidation this year, merging every 20 shares of HK$0.05 par value into 1 consolidated share of HK$1.00 par value, with total authorized and issued share capital remaining unchanged Share Capital Details | Item | Number of Shares | Amount (HK$'000) | | :--- | :--- | :--- | | **Authorized Share Capital** | | | | Ordinary shares of HK$0.05 each at April 1, 2023 and March 31, 2024 | 40,000,000,000 | 2,000,000 | | Share consolidation | (38,000,000,000) | – | | Ordinary shares of HK$1.00 each at March 31, 2025 | 2,000,000,000 | 2,000,000 | | **Issued and Fully Paid Share Capital** | | | | At April 1, 2023 and March 31, 2024 | 23,336,687,255 | 1,166,834 | | Share consolidation | (22,169,852,893) | – | | At March 31, 2025 | 1,166,834,362 | 1,166,834 | - Pursuant to a special resolution passed on January 15, 2025, the share consolidation became effective on January 17, 2025, merging every **20 ordinary shares of HK$0.05 par value** into **1 consolidated share of HK$1.00 par value**[33](index=33&type=chunk) [Independent Auditor's Report Summary](index=19&type=section&id=Independent%20Auditor%27s%20Report%20Summary) [Disclaimer of Opinion](index=19&type=section&id=Independent%20Auditor%27s%20Report%20Summary-Disclaimer%20of%20Opinion) The auditor disclaimed an opinion on the Group's consolidated financial statements due to insufficient appropriate audit evidence, particularly concerning the going concern assumption - The auditor disclaimed an opinion on the Group's consolidated financial statements due to insufficient appropriate audit evidence[35](index=35&type=chunk) [Basis for Disclaimer of Opinion](index=19&type=section&id=Independent%20Auditor%27s%20Report%20Summary-Basis%20for%20Disclaimer%20of%20Opinion) The auditor has significant doubts about the Group's going concern ability due to substantial losses, net current liabilities, and maturing borrowings, and could not be satisfied with the reasonableness of management's cash flow forecasts or the appropriateness of the going concern accounting basis - For the year ended March 31, 2025, the Group incurred a **net loss of approximately HK$250,923,000**, had **net current liabilities of approximately HK$473,870,000**, and total borrowings of approximately **HK$617,295,000** due within the next 12 months, raising significant doubts about its ability to continue as a going concern[36](index=36&type=chunk) - The auditor was unable to obtain sufficient appropriate audit evidence to be satisfied that the matters or conditions supporting the Group's cash flow forecasts were reasonable and justified, citing lack of additional funding support, uncertainty of related party financial support, insufficient analysis of plan outcomes, and lack of support for the outcome of pending litigation[37](index=37&type=chunk) - The auditor was unable to be satisfied that the directors' adoption of the going concern accounting basis was appropriate, noting that failure to implement the plans might require adjustments to asset carrying amounts and reclassification of liabilities[37](index=37&type=chunk)[38](index=38&type=chunk) [Management Discussion and Analysis](index=21&type=section&id=Management%20Discussion%20and%20Analysis) [Business Review](index=21&type=section&id=Management%20Discussion%20and%20Analysis-Business%20Review) The Group primarily engages in outlet commercial operations, specialized commercial property development, high-end residential property development, and property management, with key projects in Yinchuan and Qinhuangdao - The Group is primarily engaged in outlet commercial operations, specialized commercial property development (such as tourism properties, elderly care properties, and wineries), high-end residential property development, and property management[39](index=39&type=chunk) - Key projects include the Jinsheng European City project in Yinchuan, Ningxia, China, and the Qinhuangdao Venice Water City Outlets project in Beidaihe New District, Qinhuangdao, Hebei Province[39](index=39&type=chunk) - The Group also operates property management businesses in Yinchuan, Wuhan, and Hohhot, China[39](index=39&type=chunk) [Financial Review](index=21&type=section&id=Management%20Discussion%20and%20Analysis-Financial%20Review) Total revenue significantly increased by **285.9%** this year, driven by strong property sales, but loss attributable to equity holders expanded due to impairment losses on other receivables and prepaid construction costs, while finance costs decreased, but related party loan default risks persist Financial Performance Summary | Metric | 2025 (HK$'000) | 2024 (HK$'000) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Total Revenue | 123,180 | 31,921 | 285.9% | | Revenue from property sales | 86,970 | 3,332 | 2510.1% | | Management fee income | 27,123 | 20,471 | 32.5% | | Rental income | 6,965 | 6,677 | 4.3% | | Revaluation loss on investment properties | 35,020 | 62,958 | -44.4% | | Finance costs | 37,668 | 40,218 | -6.3% | | Impairment loss on other receivables | 111,770 | N/A | N/A | | Impairment loss on prepaid construction costs | 50,678 | – | N/A | | Loss attributable to equity holders | 249,747 | 222,262 | 12.9% | | Loss per share (HK cents) | 21.40 | 19.05 | 12.3% | - Impairment loss on other receivables primarily reflects the impairment of amounts due from former subsidiaries, for which the Group has initiated legal proceedings[41](index=41&type=chunk) - Impairment loss on prepaid construction costs of approximately **HK$50,678,000** is related to the Qinhuangdao project, due to the contractor's deregistration[41](index=41&type=chunk) - Related party loans totaling **RMB301,800,000** (approximately **HK$327,030,000**) matured in March 2023, with Huaxia Bank loans in default and the Qinhuangdao project land pledged as collateral, facing potential forfeiture[42](index=42&type=chunk)[44](index=44&type=chunk) - The Group signed a new revolving loan facility agreement with a related party for a total of **HK$2,000,000,000** at an annual interest rate of **5%**, effective January 2026 and maturing in December 2027[45](index=45&type=chunk) [Property Management Business](index=23&type=section&id=Management%20Discussion%20and%20Analysis-Property%20Management%20Business) The Group operates property management businesses in Yinchuan, Wuhan, and Hohhot, managing a total area of approximately **662,643 square meters** Property Management Area by Region | Region | Total Property Management Area (sqm) | | :--- | :--- | | Yinchuan City | 551,800 | | Wuhan City | 80,210 | | Hohhot City | 30,633 | | **Total** | **662,643** | [Project Overview](index=24&type=section&id=Management%20Discussion%20and%20Analysis-Project%20Overview) The Group's main projects include the Qinhuangdao Venice Water City Outlets and Yinchuan Jinsheng European City; the Qinhuangdao project is actively seeking partners, while the Yinchuan residential area is completed, and the commercial project has a **90% occupancy rate**, with associate projects also progressing [Qinhuangdao Venice Water City Outlets Project](index=24&type=section&id=Qinhuangdao%20Venice%20Water%20City%20Outlets%20Project) The Qinhuangdao project is a large-scale coastal shopping, tourism, and health resort complex spanning approximately **1,077 mu**, planned for three phases, and is actively seeking partners to develop its first phase commercial section in line with local industry positioning - The Qinhuangdao Venice Water City Outlets project is a large-scale coastal shopping, tourism, and health resort complex integrating outlet commercial, high-end hot spring resort hotels, high-end hospitals, health and elderly care, cultural entertainment, and leisure[47](index=47&type=chunk) - The project covers approximately **1,077 mu** and is planned for three phases, with the first phase having obtained various construction planning and permits and some pre-sale permits[47](index=47&type=chunk) - The Group is actively engaging various partners to jointly develop the first phase commercial section to align with the local industry positioning for health and wellness tourism[48](index=48&type=chunk) [Yinchuan Project](index=25&type=section&id=Yinchuan%20Project) The Yinchuan project includes the "Jinsheng Yuejing" residential area and "Jinsheng International Home Furnishings • Desheng Plaza" commercial area; Phase II residential is completed and delivered, and the commercial project has a **90% occupancy rate**, becoming one of the largest curtain wholesale bases in Northwest China - The Yinchuan project, named "Jinsheng European City," comprises five plots of land with a total area of approximately **133,300 square meters**, along with residential and commercial complexes built thereon[49](index=49&type=chunk) - Construction of Phase II of the "Jinsheng Yuejing" residential area has been completed and delivery has commenced[51](index=51&type=chunk) - The Yinchuan commercial project ("Jinsheng International Home Furnishings • Desheng Plaza"), with a total construction area of over **90,000 square meters**, achieved approximately **90% occupancy** as of March 31, 2025, becoming one of the largest curtain wholesale bases in Northwest China[52](index=52&type=chunk)[54](index=54&type=chunk) [Property Management Business (by Region)](index=26&type=section&id=Property%20Management%20Business%20(by%20Region)) The Group conducts property management in Yinchuan, Hohhot, and Wuhan, managing commercial and residential properties, and actively expanding in local markets - The total property management area for the Yinchuan project is approximately **551,800 square meters**, managed by Ningxia Jinguang and Ningxia Guanling[55](index=55&type=chunk) - Hohhot Pengshengjie manages part of the commercial properties, with a total area of approximately **30,633 square meters**[56](index=56&type=chunk) - Wuhan Yuejing manages commercial and residential properties, with a total area of approximately **80,210 square meters**, and is actively expanding its property management business in Wuhan City[57](index=57&type=chunk) [Associates](index=27&type=section&id=Associates) Associate projects are also progressing, including the Huailai Dayi Winery Co., Ltd.'s specialized villa residential and winery project, and Jilin Outlets World Famous Brand Discount City Co., Ltd.'s planned cultural tourism theme park and town - The project of Huailai Dayi Winery Co., Ltd., an associate in which the Company holds a **50% interest**, has completed overall planning, demonstration area design, and partial construction[59](index=59&type=chunk) - Jilin Outlets World Famous Brand Discount City Co., Ltd., an associate in which the Company holds a **42% interest**, plans to develop its project in Shuangyang District, Changchun City, into an integrated cultural tourism-led theme park and livable cultural tourism town[60](index=60&type=chunk) [Material Investments](index=28&type=section&id=Material%20Investments) The Group did not have any material investments during the year - During the year, the Group did not have any material investments[62](index=62&type=chunk) [Liquidity and Financial Resources](index=28&type=section&id=Liquidity%20and%20Financial%20Resources) The Group primarily relies on internal resources and loan financing, with cash and cash equivalents decreasing and the current ratio declining as of March 31, 2025, indicating increased liquidity pressure - The Group primarily funds its business operations through internal resources and loans from banks, financial institutions, related parties, and a shareholder[63](index=63&type=chunk) Liquidity and Financial Resources Summary | Metric | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Cash and cash equivalents | 11,758 | 17,685 | | Restricted bank deposits | 6,199 | 12,470 | | Current ratio | 0.64 times | 0.72 times | | Other borrowings | 35,573 | 35,990 | [Pledge of Assets](index=28&type=section&id=Pledge%20of%20Assets) As of March 31, 2025, property interests with a total net book value of approximately **HK$874,283,000** held by the Group were pledged to banks and financial institutions - As of March 31, 2025, property interests with a total net book value of approximately **HK$874,283,000** held by the Group were pledged to banks and financial institutions[64](index=64&type=chunk) [Foreign Exchange Risk](index=28&type=section&id=Foreign%20Exchange%20Risk) The Group does not face significant foreign exchange fluctuation risk as most of its financial items are denominated in RMB - The Group's other borrowings, cash and cash equivalents, restricted bank deposits, trade receivables, prepayments, deposits and other receivables, trade payables, other payables and accrued expenses, contract liabilities, and amounts due to related parties are primarily denominated in RMB, thus the Group does not face significant foreign exchange fluctuation risk[65](index=65&type=chunk) [Commitments](index=28&type=section&id=Commitments) As of March 31, 2025, the Group's capital commitments for properties and investment properties under construction, property, plant, and equipment amounted to approximately **HK$62,556,000** - As of March 31, 2025, the Group's capital commitments for properties and investment properties under construction, property, plant, and equipment amounted to approximately **HK$62,556,000**[66](index=66&type=chunk) [Events After the Reporting Period](index=29&type=section&id=Events%20After%20the%20Reporting%20Period) No significant events occurred after March 31, 2025, up to the date of this announcement - No significant events occurred after March 31, 2025, up to the date of this announcement[67](index=67&type=chunk) [Material Acquisitions and Disposals of Subsidiaries and Associates](index=29&type=section&id=Material%20Acquisitions%20and%20Disposals%20of%20Subsidiaries%20and%20Associates) The Group did not have any material acquisitions or disposals of subsidiaries and associates during the year - During the year, the Group did not have any material acquisitions or disposals of subsidiaries and associates[68](index=68&type=chunk) [Employees and Remuneration Policy](index=29&type=section&id=Employees%20and%20Remuneration%20Policy) As of March 31, 2025, the Group employed **136 staff**, with remuneration based on performance, experience, and market rates, offering various benefits - As of March 31, 2025, the Group employed a total of **136 staff** (excluding directors), a decrease from 143 last year[69](index=69&type=chunk) - Employee remuneration is determined by the Group based on performance, work experience, and prevailing market rates, with benefits including pension insurance, medical insurance, unemployment insurance, work injury insurance, maternity insurance, housing provident fund, and MPF[69](index=69&type=chunk) [Outlook and Prospects](index=29&type=section&id=Outlook%20and%20Prospects) The Group will continue to focus on the real estate market, develop diversified product portfolios, learn from past lessons, and strengthen cooperation with financial institutions, government, and peers to revitalize projects, while exploring overseas opportunities in Southeast Asia amid China's economic uncertainties - The Group focuses on the real estate market, meticulously building a diversified product portfolio such as "residential + commercial," "residential + elderly care," and "residential + cultural tourism"[70](index=70&type=chunk) - The Group acknowledges that it failed to timely grasp industry policies and market trends in the past, leading to lower-than-expected capital utilization and returns, and high financial costs[71](index=71&type=chunk) - In the future, the Group will strengthen cooperation with financial institutions, government departments, and other industry or cross-industry entities to revitalize its projects through multi-party collaboration[71](index=71&type=chunk) - Facing economic uncertainties in China, the Group is actively exploring opportunities outside China, particularly in Southeast Asia[71](index=71&type=chunk) [Other Information](index=30&type=section&id=Other%20Information) [Final Dividend](index=30&type=section&id=Other%20Information-Final%20Dividend) The Board does not recommend the payment of a final dividend for the year - The Board does not recommend the payment of a final dividend for the year[72](index=72&type=chunk) [Corporate Governance Practices](index=30&type=section&id=Corporate%20Governance%20Practices) The Company is committed to high corporate governance standards, complying with Appendix 14 of the Listing Rules, with a deviation from code provision C.2.1 where the Chairman and CEO roles are combined, deemed beneficial for leadership - The Company has applied and complied with all code provisions set out in the Corporate Governance Code, except for code provision C.2.1[73](index=73&type=chunk) - The roles of Chairman and Chief Executive Officer are combined and held by the same person (Mr. Li Yifeng), an arrangement the Board believes provides strong and consistent leadership for the Company at its current stage of development[74](index=74&type=chunk) [Directors' Securities Transactions](index=31&type=section&id=Directors%27%20Securities%20Transactions) The Company has adopted the Model Code in Appendix 10 of the Listing Rules, and all directors confirmed compliance throughout the year - The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix 10 of the Listing Rules[75](index=75&type=chunk) - All Directors confirmed their compliance with the required standards set out in the Model Code throughout the year[75](index=75&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Shares](index=31&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20the%20Company%27s%20Listed%20Shares) Neither the Company nor its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the year - During the year, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[76](index=76&type=chunk) [Review by Audit Committee](index=31&type=section&id=Review%20by%20Audit%20Committee) The Company's Audit Committee reviewed the Group's consolidated financial results for the year with management and external auditors, discussing audit, risk management, internal control, and financial reporting matters - The Company's Audit Committee has reviewed the Group's consolidated financial results for the year with management and the Company's external auditors[77](index=77&type=chunk) - The Audit Committee discussed audit, risk management, internal control, and financial reporting matters with the auditors[77](index=77&type=chunk) [Publication of Annual Results Announcement and Annual Report](index=32&type=section&id=Publication%20of%20Annual%20Results%20Announcement%20and%20Annual%20Report) This results announcement is published on the Company's and HKEX websites, and the annual report will be published and dispatched to shareholders in due course - This results announcement is published on the Company's website www.richlyfieldchinagroup.com and the HKEX website www.hkexnews.hk[78](index=78&type=chunk) - The 2025 Annual Report will also be published on these websites and dispatched to shareholders in due course[78](index=78&type=chunk) [Closure of Register of Members](index=32&type=section&id=Closure%20of%20Register%20of%20Members) To determine shareholders' rights to attend and vote at the Annual General Meeting, the Company will close its register of members from August 26 to August 29, 2025 - The upcoming Annual General Meeting will be held on Friday, August 29, 2025[79](index=79&type=chunk) - To determine the rights of shareholders to attend and vote at the Annual General Meeting, the Company will close its register of members from Tuesday, August 26, 2025, to Friday, August 29, 2025[79](index=79&type=chunk) [Board of Directors](index=32&type=section&id=Board%20of%20Directors) As of the announcement date, the Board comprises two executive directors (Mr. Li Yifeng and Mr. Chen Wei) and three independent non-executive directors (Ms. Xu Huimin, Mr. Wong Tsz Hong, and Mr. Hui King Hung) - As of the date of this announcement, the Board comprises two executive directors: Mr. Li Yifeng (Chairman and Chief Executive Officer) and Mr. Chen Wei (Vice President)[81](index=81&type=chunk) - The Board comprises three independent non-executive directors: Ms. Xu Huimin, Mr. Wong Tsz Hong, and Mr. Hui King Hung[81](index=81&type=chunk)

Financing and Investment - The company has signed a non-binding memorandum of understanding with a potential investor for the Qinhuangdao project, but no further agreements have been made due to the investor's inability to commit the required funding [4]. - The company has secured a revolving loan financing of HKD 2,000,000,000 from a company indirectly wholly owned by its controlling shareholder, which remains undrawn as of March 31, 2024 [6]. - The company is actively exploring multiple financing options and is in discussions with various financial institutions, including Huaxia Bank [8]. - The company has identified over five potential investment opportunities in mainland China and Southeast Asia for business expansion [9]. Project Development - As of March 31, 2025, the company has pre-sold 82 units in the second phase of the Yinchuan project [5]. - Following the acquisition of three property management companies, the company has expanded its property management business, contributing to its revenue in the 2024/2025 fiscal year [7]. Cost Control - The company continues to implement cost control measures, including maintaining appropriate staff levels and reducing certain administrative costs [10].

Financial Performance - Total revenue from contracts with customers for the six months ended 30 September 2024 was HK$20.736 million, compared to HK$15.112 million for the same period in 2023[16]. - The Group recorded total revenue of approximately HK$20,736,000 for the Reporting Period, representing an increase of 37.2% compared to approximately HK$15,112,000 for the Corresponding Period[53]. - Revenue from property management fee income increased to approximately HK$14,583,000, a rise of 47.5% from approximately HK$9,889,000 in the Corresponding Period[53]. - The total revenue from other sources, including rental income, was HK$4.192 million for the six months ended 30 September 2024, compared to HK$2.908 million in the previous year[16]. - The Group's gross profit for the period was HK$11,175,000, up from HK$6,449,000, reflecting a gross profit margin improvement[138]. - Loss before tax decreased to HK$50,356,000 from HK$63,761,000, indicating a reduction in losses by approximately 21%[138]. - The Group's total comprehensive expense for the period was HK$48,886,000, compared to HK$28,125,000 in the previous year, showing an increase in overall expenses[138]. - The loss attributable to equity holders for the Reporting Period was approximately HK$48,510,000, compared to approximately HK$53,531,000 for the Corresponding Period[57]. Property Management and Development - The Group completed the acquisition of three property management companies, generating revenue of approximately HK$14.6 million for the six months ended 30 September 2024, an increase of approximately 47.5% compared to the same period in 2023[5]. - The Group expects revenue from property management to increase as the three acquired subsidiaries will contribute for a full year in the year ending 31 March 2025[5]. - The total property management area managed by the Group was approximately 551,800 sq.m. as of 30 September 2024, with active expansion efforts in Yinchuan city[115][118]. - The total property management area of Wuhan Yuejing was approximately 79,770 sq.m. as of September 30, 2024, with active expansion in the property management business in Wuhan city[94]. - The Group is expanding its property management business as part of its growth strategy[198]. - The Qinhuangdao Venice – City of Water Outlets Project is planned to be developed in three phases, with Phase 1 covering approximately 163,227 sq.m.[63]. - The Jin Sheng Yue Jing project in Yinchuan has a site area of approximately 120 mu and comprises 20 mid- to high-rise buildings developed in 3 phases, with Phase 2's main structure completed[88][90]. - The Group has obtained construction planning and operation licenses for various phases of the Qinhuangdao project, including the first batch of 59 vacation home pre-sale permits[86]. Financing and Liquidity - As of 30 September 2024, the Group had an unused revolving loan facility of RMB2,000,000,000, which will expire in December 2025[4]. - The Group will continue to explore financing options for working capital and commitments, including potential new investors and business partners[7]. - The directors believe that the Group will have sufficient working capital to meet its current requirements at least until 30 September 2025[9]. - The Group's bank interest income decreased to HK$28,000 for the six months ended 30 September 2024, down from HK$54,000 in the previous year[18]. - The Group is considering the disposal of certain property development projects to accelerate funding for its property projects[8]. - The Group's current ratio was 0.71 times as of 30 September 2024, slightly down from 0.72 times as of 31 March 2024[122]. - The Group's total borrowings amounted to approximately HK$618,716,000, which will be due in the coming twelve months[170]. - The financial support from related companies is crucial for the Group's liquidity and operational stability[197]. Market Conditions and Future Outlook - The Group is actively exploring opportunities outside of China, particularly in Southeast Asia, which is seen as a region with high growth potential[135]. - The Group's future development is heavily reliant on diversifying revenue sources beyond property sales and rental income, which currently represent its primary income streams[132]. - The Group plans to enhance cooperation with financing institutions and government agencies to activate various projects amid a challenging economic environment[157]. - The Qinhuangdao Project has faced significant delays due to unfavorable market conditions and liquidity constraints, but recent government actions are expected to boost housing demand[195]. - The Company anticipates restarting the Qinhuangdao Project by March 31, 2025, with expected revenue recognition by the year ending March 31, 2026[195]. - The removal of purchase restrictions and the phasing out of the lower limit of interest rates for first-time housing loans in Qinhuangdao are expected to attract more investors[195]. Employee and Operational Metrics - The Group's employee count increased to 154 as of September 30, 2024, from 143 as of March 31, 2024, reflecting a growth in workforce[150]. - The Group's financial strategy includes reducing leverage and managing cash flow effectively to improve financial performance[177]. Assets and Liabilities - As of September 30, 2024, total assets less current liabilities amounted to HK$656,288,000, a decrease from HK$705,432,000 as of March 31, 2024[164]. - The company reported a total equity of HK$475,673,000, reflecting a loss of HK$48,510,000 during the six months ended September 30, 2024[166]. - Current liabilities increased to HK$1,319,698,000 from HK$1,279,206,000, with trade payables at HK$381,385,000[164]. - The net current liabilities increased to HK$387,888,000 from HK$355,132,000, indicating a worsening liquidity position[164]. - The company holds completed properties for sale valued at HK$26,222,000, significantly up from HK$1,613,000[164]. - Properties under development are valued at HK$705,023,000, down from HK$714,506,000[164]. - The company reported a goodwill of HK$106,048,000, slightly up from HK$105,458,000[164]. - Deferred tax assets increased to HK$23,000 from HK$10,000, suggesting improved tax positioning[164]. Dividends - The Group did not declare any interim dividend for the reporting period, consistent with the previous year[159]. - The Group did not recommend any interim dividend for the reporting period, consistent with the previous year[179].

Financial Performance - Revenue for the six months ended September 30, 2024, was HKD 20,736,000, an increase of 37.5% compared to HKD 15,112,000 for the same period in 2023[2] - Gross profit for the same period was HKD 11,175,000, compared to HKD 6,449,000 in the previous year, reflecting a significant improvement[2] - The pre-tax loss narrowed to HKD (50,356,000) from HKD (63,761,000) year-over-year, indicating a reduction in losses[3] - The net loss for the period was HKD (48,510,000), down from HKD (53,531,000) in the prior year, showing a positive trend[3] - Basic and diluted loss per share improved to HKD (0.21) compared to HKD (0.23) in the previous year[4] - Financing costs for the six months ended September 30, 2024, amounted to HKD 16,463,000, significantly higher than HKD 1,161,000 in the same period of 2023[26] - The group recorded a pre-tax loss for the six months ended September 30, 2024, with employee costs totaling HKD 10,207,000, slightly down from HKD 10,272,000 in the previous year[28] - The company reported a loss attributable to equity holders of approximately HKD 48,510,000, compared to HKD 53,531,000 in the previous period[44] - The basic loss per share for the reporting period was HKD 0.21, compared to HKD 0.23 in the corresponding period[44] - The financing costs for the reporting period were approximately HKD 16,463,000, an increase of 1,318.0% from HKD 1,161,000 in the corresponding period[44] Assets and Liabilities - Non-current assets totaled HKD 1,044,176,000 as of September 30, 2024, slightly down from HKD 1,060,564,000 as of March 31, 2024[5] - Current liabilities amounted to HKD 1,319,698,000, an increase from HKD 1,279,206,000 at the end of the previous fiscal year[5] - The total equity attributable to the owners of the company decreased to HKD 197,008,000 from HKD 245,392,000[7] - The company had accounts receivable of HKD 3,477,000 as of September 30, 2024, compared to HKD 3,074,000 as of March 31, 2024[35] - The company’s accounts payable amounted to HKD 381,385,000 as of September 30, 2024, compared to HKD 383,733,000 as of March 31, 2024[38] - The outstanding principal amount of related party loans as of September 30, 2024, was approximately HKD 334,666,000[44] - The group holds property interests with a net book value of approximately HKD 897,328,000 as of September 30, 2024, which have been pledged to banks and financial institutions[65] Cash and Financing - The company has cash and cash equivalents of approximately HKD 15,142,000 and restricted bank deposits of HKD 9,101,000 as of September 30, 2024[9] - The group’s cash and cash equivalents were approximately HKD 15,142,000 as of September 30, 2024, down from HKD 17,685,000 as of March 31, 2024[64] - The group signed a loan agreement for a total principal amount of RMB 2,000,000,000 (approximately HKD 2,217,800,000) with an annual interest rate of 5%, due for repayment in December 2023[47] - The group plans to continue exploring various financing options with financial institutions to support operational funding needs[14] Business Operations and Strategy - The company anticipates restarting the Qinhuangdao project by March 31, 2025, following recent government policy changes that may boost housing demand[9] - The property management business generated approximately HKD 14,600,000 in revenue for the six months ended September 30, 2024, representing a growth of about 47.5% compared to the same period in 2023[13] - The management anticipates that the three acquired property management companies will contribute to the group's revenue for the full year ending March 31, 2025[13] - The group may consider selling non-core business assets to accelerate property project development and secure additional funding[15] - The group has faced significant uncertainty regarding the realization of its plans due to fluctuations in the mainland property market[18] - The group aims to diversify its product offerings in the real estate market, focusing on combinations of residential and commercial, residential and elderly care, and residential and cultural tourism[73] - The group is actively exploring opportunities outside of China, particularly in Southeast Asia, which presents high growth potential and a young population[73] - The group has committed to maintaining high standards of corporate governance and has adhered to the corporate governance code, with a noted deviation regarding the roles of the chairman and CEO being held by the same individual[76] Market Conditions and Challenges - The group acknowledges challenges due to a single-source income model primarily reliant on property sales and rental income, emphasizing the need to improve capital utilization and broaden revenue sources[73] - The group has implemented measures to control administrative costs effectively[16] - The audit committee has reviewed the group's financial performance and discussed risk management and internal controls during the reporting period[82] - The group plans to enhance collaboration with financial institutions, government agencies, and other industry players to initiate various projects amid challenging market conditions[73] Employee and Operational Metrics - The group employed a total of 154 employees (excluding directors) as of September 30, 2024, an increase from 143 employees as of March 31, 2024[71] - The group has not made any significant acquisitions or disposals of subsidiaries or associates during the reporting period[70]

Financial Performance - The Group recorded total revenue of approximately HK$31,921,000, a decrease of 38.3% compared to approximately HK$51,708,000 for the corresponding year[15]. - Revenue from property sales was approximately HK$3,332,000, representing a significant decrease of 90.5% from approximately HK$35,198,000 in the previous year[15]. - Management fee income increased by 249.3% to approximately HK$20,471,000 due to the acquisition of three property management companies during the year[15]. - Rental income decreased by 37.3% to approximately HK$6,677,000 compared to approximately HK$10,650,000 for the corresponding year[15]. - The Group recorded a loss on revaluation of investment properties of approximately HK$62,958,000, an increase of 1,728.6% from approximately HK$3,443,000 in the previous year[16]. - The loss attributable to equity holders for the year amounted to approximately HK$222,262,000, compared to a profit of approximately HK$1,421,817,000 for the corresponding year[22]. - Finance costs decreased by 22.6% to approximately HK$40,218,000 due to the reversal of approximately HK$7 million in interest on other borrowings[22]. - Impairment loss on other receivables was approximately HK$36,154,000, primarily reflecting impairment loss on receivables due from the Disposal Group[22]. - The Group's cash and cash equivalents amounted to approximately HK$17,685,000 as of March 31, 2024, down from HK$35,083,000 in 2023[60]. - The Group's current ratio improved to 0.72 times as of March 31, 2024, compared to 0.67 times in 2023[60]. - For the year ended March 31, 2024, the Group recorded a net loss of approximately HK$222,262,000 and net current liabilities of approximately HK$355,132,000[105]. - The total borrowings, including amounts due to a shareholder and related parties, amounted to approximately HK$609,301,000, which will be due in the coming twelve months[105]. - Administrative expenses decreased to approximately HK$46.6 million, down approximately 14.2% from approximately HK$54.4 million in the previous period[104]. Property Development and Management - The Group is engaged in the development of high-end residential properties, contributing to its diversified property portfolio[13]. - The Company is actively involved in property management, enhancing operational efficiency and service quality[13]. - The Yinchuan Project includes a commercial portion with a gross floor area of 74,350 sq.m, fully owned by the Group, with phases 1 and 2 completed and available for lease[10]. - The Qinhuangdao Project has a total gross floor area of 672,110 sq.m, also fully owned, with phase 1 partially completed[10]. - The Group completed the acquisition of 100% equity interests in Ningxia Guanling and Wuhan Yuejing property management companies, with total property management areas of approximately 330,000 sq.m. and 73,816 sq.m. respectively as of March 31, 2024[30][33]. - The Yinchuan Commercial Properties Project consists of three commercial buildings with a total gross floor area of over 90,000 sq.m., achieving an occupancy rate of approximately 90% as of March 31, 2024[43][44]. - The total property management area managed by Ningxia Jinguan and Ningxia Guanling was approximately 551,800 sq.m. as of March 31, 2024[48]. - The property management business segment generated revenue of approximately HK$20.5 million during the reporting period, representing an increase of approximately 249% compared to the previous year[98]. - The management expects revenue from the property management business segment to increase to at least approximately HK$33 million for the year ending March 31, 2025[98]. - The Group's acquisitions are aimed at expanding its property management business amid a challenging property development market in China[30][33]. Strategic Initiatives and Future Outlook - The Company aims to expand its market presence through strategic development and investment in commercial properties[12]. - The Group is exploring new strategies for market expansion and potential acquisitions to enhance its competitive edge[12]. - The Group's strategic cooperation aims to establish a comprehensive and deep-level cooperation mechanism to promote the Qinhuangdao Project as a first-class health care and vacation demonstration city[35][39]. - The Group is exploring opportunities outside of China, particularly in the Southeast Asia region, which has high growth potential[84]. - Future development will depend on enhancing cooperation with financing institutions and government agencies to activate various projects[85]. - The Group plans to continue identifying and negotiating various financing options for working capital and commitments, including a memorandum of understanding with a potential investor for the Qinhuangdao Project[116]. - The Group is actively exploring investment opportunities in mainland China and Southeast Asia related to property development and upstream or downstream businesses[121]. Challenges and Risks - The Group has faced challenges in adapting to industry policies and market trends, leading to lower-than-expected fund usage rates and returns[79]. - The financing environment is expected to remain tight, with a focus on controlling capital flow and reducing liabilities[79]. - There are material uncertainties regarding the Group's ability to achieve its plans due to volatility in the property sector in Mainland China and uncertainties in obtaining continuous support from banks and creditors[124]. - The Group's income sources are primarily from property sales and rental income, posing significant challenges amid rising mortgage interest rates[83]. - The Qinhuangdao Project did not record any sales during the reporting period due to weak market sentiment and lack of capital investment[91]. Shareholder and Corporate Governance - The Board of Directors includes Li Yi Feng as Chairman and CEO, and Chen Wei as Vice President, ensuring strong leadership[4]. - The Company received annual confirmation of independence from each of the independent non-executive Directors[160]. - There were no interests or short positions in shares held by Directors or the Chief Executive as of 31 March 2024[162]. - The Company had no service contracts with Directors that are not determinable within one year without compensation[155]. - The Company maintained a sufficient public float as required under the Listing Rules throughout the year[191]. - The Group will not pay a final dividend for the Year, consistent with the previous year (31 March 2023: Nil)[146].

Financial Performance - For the fiscal year ending March 31, 2024, the company reported total revenue of HKD 31,921,000, a decrease of 38.4% compared to HKD 51,708,000 in the previous year[2]. - The gross profit for the same period was HKD 9,400,000, down 37.5% from HKD 15,128,000 year-on-year[4]. - The company incurred a significant loss before tax of HKD 224,950,000, compared to a profit of HKD 1,420,956,000 in the previous year[4]. - The net loss for the year was HKD 222,262,000, a stark contrast to the profit of HKD 1,421,817,000 reported in the prior year[4]. - Total revenue from customer contracts decreased to HKD 25,244,000 in 2024 from HKD 41,058,000 in 2023, representing a decline of approximately 38.5%[26]. - Property sales revenue for the reporting period was approximately HKD 3,332,000, down 90.5% from HKD 35,198,000 in the previous year[55]. - Rental income decreased by 37.3% to approximately HKD 6,677,000, compared to HKD 10,650,000 in the previous year[55]. - The group reported a pre-tax loss of HKD 222,262,000 in 2024 compared to a profit of HKD 1,421,817,000 in 2023[31]. - The company recorded an investment property revaluation loss of approximately HKD 62,958,000, an increase of 1,728.6% from HKD 3,443,000 in the previous year[55]. - The company reported a net loss attributable to equity holders of approximately HKD 222,262,000, compared to a profit of approximately HKD 1,421,817,000 in the previous year[57]. - The loss per share for the year was HKD 0.95, while the previous year reported earnings per share of HKD 6.09[57]. Assets and Liabilities - Total assets decreased to HKD 1,984,638,000 from HKD 2,113,012,000, reflecting a decline of approximately 6.1%[5]. - Current liabilities were reported at HKD 1,279,206,000, down from HKD 1,568,540,000, indicating a reduction of about 18.5%[6]. - The group’s total liabilities decreased slightly to HKD 383,733,000 in 2024 from HKD 389,267,000 in 2023[37]. - The total outstanding principal amount of related party loans as of March 31, 2024, is RMB 301,800,000 (approximately HKD 332,885,000), with an interest rate ranging from 5.7% to 6.19%[58]. - As of March 31, 2024, approximately RMB 9,060,000 (approximately HKD 9,993,000) of the unsecured loan financing is due[60]. - The group has other borrowings of approximately HKD 35,990,000 as of March 31, 2024, an increase from HKD 30,718,000 in the previous year[80]. Cash Flow and Financing - The company's cash and cash equivalents decreased to HKD 17,685,000 from HKD 35,083,000, a decline of 49.5%[5]. - The group has a revolving loan facility of HKD 2,000,000,000 from a company controlled by the major shareholder, with an annual interest rate of 5%, maturing in December 2025[20]. - The group is actively seeking additional financing options to ensure continued property development and accelerate property pre-sales[18]. - Financing costs decreased to HKD 40,218,000 in 2024 from HKD 51,943,000 in 2023, a reduction of approximately 22.5%[28]. - The group has capital commitments of approximately HKD 63,676,000 for properties and investment properties as of March 31, 2024, significantly reduced from HKD 526,430,000 in 2023[83]. Business Operations - The company continues to focus on property development and management services as part of its core business strategy[8]. - The group operates two main property development and investment projects located in Qinhuangdao and Yinchuan, China[22]. - The group completed the acquisition of Ningxia Guanling Property Service Co., Ltd. for approximately HKD 1,813,000 in April 2023[40]. - The company completed the acquisition of Wuhan Yuejing Property Management Co., Ltd. for RMB 1,750,000 (approximately HKD 1,910,000) on August 9, 2023[45]. - The group completed the acquisition of three property management companies during the reporting period, including Ningxia Guanling, Wuhan Yuejing, and Hohhot Pengshengjie[86]. - The Qinhuangdao Venice Water City Outlets project covers an area of approximately 1,077 acres, with the first phase having a total land area of nearly 163,227 square meters[63]. - The Yinchuan commercial project has achieved approximately 90% occupancy rate and has become one of the largest curtain wholesale bases in the Northwest region[70]. - The total property area managed by Ningxia Jin Guan and Ningxia Guanling is approximately 551,800 square meters as of March 31, 2024[71]. - The total property management area for Hohhot Pengshengjie is approximately 30,633 square meters as of March 31, 2024, with ongoing expansion efforts in commercial property management[72]. - Wuhan Yuejing manages a total property area of about 73,816 square meters as of March 31, 2024, and is actively expanding its property management business in Wuhan[74]. - The group plans to diversify its product offerings, focusing on "residential + commercial," "residential + elderly care," and "residential + cultural tourism" combinations to enhance competitiveness[90]. - The group is exploring opportunities outside of China, particularly in Southeast Asia, which has high growth potential and a young population[92]. Governance and Compliance - The company deviated from the code provision C.2.1 as the roles of Chairman and CEO are held by the same person, Mr. Li Yifeng, which the board believes provides strong and consistent leadership during the current development stage[96]. - All directors confirmed compliance with the standards set out in the Appendix 10 of the Listing Rules regarding securities trading throughout the year[97]. - The company and its subsidiaries did not purchase, sell, or redeem any listed securities during the year[98]. - The audit committee reviewed the group's annual consolidated financial performance in collaboration with management and external auditors, discussing audit, risk management, and financial reporting matters[99]. - The annual performance announcement and annual report will be published on the company's website and the Hong Kong Stock Exchange website[101]. - The annual general meeting is scheduled for August 27, 2024, with a suspension of share transfer registration from August 22 to August 27, 2024, to determine shareholder voting rights[102]. - The board consists of two executive directors, Mr. Li Yifeng (Chairman and CEO) and Mr. Chen Wei (Vice President), along with three independent non-executive directors[103]. Dividends - The group did not declare any dividends for the year ending March 31, 2024, consistent with 2023[33]. - The board does not recommend the payment of a final dividend for the year, consistent with the previous year[93].

Revenue Performance - The Group recorded total revenue of approximately HK$15,112,000 for the six-month period ended 30 September 2023, a decrease of 56.1% compared to approximately HK$34,431,000 for the corresponding period[16]. - Revenue from property sales was approximately HK$2,315,000, representing a significant decrease of 91.2% from approximately HK$26,182,000 in the corresponding period[16]. - Management fee income increased to approximately HK$9,889,000, marking a growth of 200.4% compared to approximately HK$3,292,000 for the corresponding period[16]. - The decrease in overall revenue was primarily attributed to a decline in property sales, indicating a need for strategic adjustments in sales and marketing efforts[16]. - For the six months ended September 30, 2023, total revenue from contracts with customers was HK$12,204,000, a decrease of 58.5% compared to HK$29,474,000 for the same period in 2022[138]. - Sales of properties contributed HK$2,315,000, down 91.2% from HK$26,182,000 in the previous year[138]. - Rental income for the period was HK$2,908,000, a decrease of 41.3% from HK$4,957,000 in the same period last year[138]. Financial Losses - The Group experienced a loss on revaluation of investment properties of approximately HK$41,015,000, an increase of 531.9% compared to approximately HK$6,491,000 for the corresponding period[22]. - The loss attributable to equity holders for the reporting period was approximately HK$53,531,000, compared to a profit of approximately HK$1,466,942,000 for the corresponding period[23]. - The Group incurred a loss before tax of HK$63,761,000, compared to a profit of HK$1,465,319,000 in the prior year[94]. - The loss for the period was HK$53,531,000, a stark contrast to the profit of HK$1,466,942,000 reported in the same period last year[94]. - The Group reported a loss attributable to equity holders of HK$53,531,000 for the six months ended 30 September 2023, compared to a profit of HK$1,466,942,000 in the same period of 2022[153]. Property Development and Management - Key projects include the JeShing European City Project and the Qinhuangdao Venice – City of Water Outlets Project, focusing on both commercial and residential developments[15]. - The Group is engaged in the development and operation of featured commercial properties, including tourism and senior care properties[14]. - The Yinchuan Project includes a commercial portion with a gross floor area of 74,350 sq.m, fully owned by the Group[12]. - The residential portion of the Yinchuan Project has a total area of 40,839 sq.m, also fully owned by the Group[12]. - The Qinhuangdao Project has a total gross floor area of 672,110 sq.m, with a 100% attributable interest[12]. - The Group's property management services are a significant part of its business model, contributing to the increase in management fee income[14]. - The Group acquired 100% equity interests in two property management companies, Ningxia Guanling and Wuhan Yuejing, with unaudited revenues of approximately RMB8,330,000 and RMB3,573,000 respectively for the year ended 31 December 2022[32]. - The total property management areas of the newly acquired companies were approximately 330,000 sq.m., 73,816 sq.m., and 26,398 sq.m. as of 30 September 2023[32]. Financing and Capital Management - As of September 30, 2023, the total outstanding principal amount of related party loans was RMB301,800,000 (approximately HK$328,902,000)[24]. - The Group entered into a new loan agreement for an unsecured loan facility of HK$2,000,000,000 at an interest rate of 5% per annum, due for repayment in December 2025[28]. - The Group has a revolving loan facility of RMB2,000,000,000 from a company controlled by a controlling shareholder, with approximately RMB1,990,940,000 remaining unutilised as of 30 September 2023[117]. - The Group plans to continue identifying various financing options to support its working capital and commitments[118]. - The directors are considering the possible disposal of non-core businesses and assets to accelerate property project developments and source additional funds[119]. - The Group aims to control administrative costs to ensure sufficient working capital through at least 30 September 2024[120]. Asset and Liability Management - As of September 30, 2023, non-current assets totaled HK$996,935,000, a decrease of 8.8% from HK$1,093,263,000 as of March 31, 2023[95]. - Current assets increased slightly to HK$1,065,869,000 from HK$1,056,749,000, reflecting a growth of 0.1%[95]. - Total liabilities decreased to HK$1,615,256,000 from HK$1,674,339,000, indicating a reduction of 3.5%[97]. - Net current liabilities improved to HK$456,945,000 from HK$511,791,000, showing a decrease of 10.7%[97]. - Net assets decreased to HK$447,548,000 from HK$475,673,000, a decline of 5.9%[97]. - The issued capital remained stable at HK$1,166,834,000 with no change from the previous period[97]. - Deferred tax liabilities decreased to HK$31,431,000 from HK$42,105,000, a reduction of 25.4%[97]. - Cash and cash equivalents increased to HK$36,003,000 from HK$35,083,000, reflecting a growth of 2.6%[95]. - Trade payables decreased to HK$376,012,000 from HK$389,267,000, a decline of 3.4%[95]. - The company reported a decrease in completed properties held for sale from HK$34,893,000 to HK$25,675,000, a drop of 26.5%[95]. Future Outlook and Strategic Initiatives - The Group's future development will focus on diversifying product mixes in the real estate market, including "residential + commercial" and "residential + senior care"[83]. - The financing environment is expected to remain tight, with national policies emphasizing housing for accommodation rather than speculation[84]. - The Group plans to enhance cooperation with financing institutions and government agencies to activate various projects amid a challenging economic environment[90]. - The Group hosted several large alliance marketing events, significantly increasing mall traffic, with an average of 2,500 views per video on TikTok[52]. - The Group plans to continue exploring various financing options to support its operational funding needs and potential new investments[124]. - The Board is considering the sale of non-core business assets to accelerate project development and obtain additional funding[124]. Project Development Updates - The Qinhuangdao Venice – City of Water Outlets Project covers an area of approximately 1,077 mu, planned to be developed in three phases, with Phase 1 covering approximately 163,227 sq.m. for outlets business, health preservation hotel, resort units, and an exhibition centre[37]. - The Group has obtained construction work planning and commencement permits for Sections A, B, and C of Phase 1, as well as pre-sale permits for the first 59 resort units[41]. - As of September 30, 2023, the Yinchuan Commercial Properties Project achieved an occupancy rate of 89.9% and became one of the largest curtain wholesale bases in the northwest region[48]. - The Yinchuan Commercial Properties consist of three commercial buildings and two corridors, with a total gross floor area of over 90,000 sq.m., featuring building materials and furniture stores, department stores, restaurants, and supermarkets[47]. - The Jin Sheng Yue Jing residential project has completed the main structure of Phase 2, with ongoing installation of elevators and external wall painting[46]. - The Jin Sheng Yue Jing project comprises 20 mid- to high-rise buildings to be developed in 3 phases, with a site area of approximately 120 mu[40]. - The Qinhuangdao Project aims to align with local industrial positioning to become a first-class comprehensive demonstration city for health care and vacation[38]. - The Group plans to build the commercial portion of Phase 1 of the Qinhuangdao Project with concerted efforts from all partners, guided by local government agencies[38].

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