Financial Performance - Revenue from customer contracts for the six months ended September 30, 2024, was HKD 76,034,000, a significant increase from HKD 19,961,000 in the same period last year, representing a growth of 280%[9] - The gross profit for the period was HKD 4,293,000, compared to a gross loss of HKD 653,000 in the previous year[9] - The company reported a loss from continuing operations of HKD 47,040,000 for the period, a substantial decline from a profit of HKD 353,589,000 in the same period last year[9] - Total comprehensive loss for the period amounted to HKD 33,436,000, compared to a total comprehensive income of HKD 337,917,000 in the previous year[11] - Basic loss per share from continuing and discontinued operations was HKD (1.36), down from HKD 12.82 in the previous year[11] - The company reported a net loss of HKD 41,130 thousand for the six months ended September 30, 2024, compared to a profit of HKD 352,189 thousand in the same period last year[14] - The company recorded a foreign exchange loss of HKD 5,237 thousand, impacting the cash flow negatively[16] - The company reported a total loss before tax from continuing operations of HKD 47,040 thousand for the six months ended September 30, 2024[46] - For the six months ended September 30, 2024, the company reported a loss attributable to shareholders of HKD 41,130,000, compared to a profit of HKD 352,189,000 for the same period in 2023[60] Assets and Liabilities - As of September 30, 2024, the total assets decreased to HKD 488,813 thousand from HKD 524,318 thousand, representing a decline of approximately 6.8%[13] - The company's equity attributable to owners decreased to HKD 312,542 thousand from HKD 344,135 thousand, reflecting a decline of approximately 9.2%[14] - The total liabilities increased slightly to HKD 245,168 thousand from HKD 247,237 thousand, indicating a marginal rise[13] - The company’s total equity decreased to HKD 243,645 thousand from HKD 277,081 thousand, a decline of approximately 12.1%[13] - The group has outstanding bank loans with a book value of HKD 115,846,000, classified as current liabilities due to a court-issued asset preservation order[20] - The group recorded a net current liability of HKD 361,375,000 and a loss of approximately HKD 47,996,000 for the six months ended September 30, 2024[20] - The group has classified lease liabilities related to sale-and-leaseback arrangements, amounting to HKD 268,272,000, as current liabilities due to breaches of contract[20] Cash Flow and Financing - Cash and cash equivalents decreased significantly to HKD 51,803 thousand from HKD 129,890 thousand, a reduction of about 60%[16] - The net cash used in operating activities was HKD 47,040 thousand, compared to a net cash inflow of HKD 353,589 thousand in the previous year[16] - The group has recorded a net cash outflow from operating activities of HKD 5,038,000 for the six months ended September 30, 2024[20] - The group aims to continue seeking additional financing from capital markets or banks to improve its financial situation[23] - The group has a repayment schedule for lease liabilities, with HKD 110,190,000 due after 12 months[95] Segment Performance - Trade revenue from chemicals and energy amounted to HKD 46,549 thousand, with port and related services revenue at HKD 24,724 thousand and brokerage income at HKD 4,761 thousand[38] - The performance of the trading segment showed a loss of HKD 1,150 thousand, while the long-term investment segment reported a loss of HKD 33,068 thousand[46] - The metal recycling business recorded revenue of HKD 579,000, down from HKD 19,329,000 in the previous year, with a segment loss of HKD 956,000 compared to a loss of HKD 13,194,000 last year[132] - The long-term investment segment reported a loss of HKD 33,068,000, a significant decline from a profit of HKD 403,478,000 in the previous year, primarily due to unrealized fair value losses from investments in the AFC Mercury Fund[135] Legal and Regulatory Matters - The group is involved in legal claims related to sale-and-leaseback arrangements and debt disputes, with claims amounting to approximately RMB 514,184,000 (equivalent to HKD 570,874,000) as of September 30, 2024[19] - The group is actively collaborating with legal advisors in China to gather evidence and defend against civil claims[23] - The company is involved in a legal dispute regarding a sale and leaseback arrangement, with claims amounting to approximately 39,414,000 HKD in unpaid rent and penalties[116] - In October 2022, the company was sued by Lianwei for a total of RMB 52,800,000 (approximately HKD 58,621,000) in unpaid rent, along with a penalty of RMB 24,376,000 (approximately HKD 27,063,000) and other litigation costs of RMB 1,059,000 (approximately HKD 1,176,000) related to a post-sale leaseback arrangement[117] Corporate Governance and Shareholder Matters - The company has adhered to the corporate governance code, with the exception of the separation of roles between the Chairman and the CEO, which is currently held by the same individual since September 30, 2017[190][191] - The company has proposed a share consolidation plan, merging every ten existing shares into one new share with a par value of HKD 0.10, pending shareholder approval on December 9, 2024[187] - The maximum number of shares that can be issued under the share option plan is capped at 30% of the company's issued share capital[178] - The company has established an Audit Committee to review accounting policies and financial controls, consisting of three independent non-executive directors[197] Future Outlook and Strategic Plans - The company anticipates further challenges and uncertainties impacting its business in the second half of 2024 and into 2025[170] - The management has adopted a more cautious approach to control risks in the petrochemical sales segment, with profit margins being unstable due to external factors like the Russia-Ukraine war[169] - The company is exploring feasible financing options to construct new berths, aiming to maximize the utilization of its oil storage tanks[166] - The company plans to expand its product range, service scope, and customer base to strengthen existing business segments[170]

Financial Performance - For the six months ended September 30, 2024, the company reported revenue from continuing operations of HKD 76,034,000, a significant increase from HKD 19,961,000 in the same period of 2023, representing a growth of approximately 280%[2] - The cost of sales for the same period was HKD 71,741,000, compared to HKD 20,614,000 in 2023, resulting in a gross profit of HKD 4,293,000[2] - The company incurred a loss before tax of HKD 47,040,000 from continuing operations, a decline from a profit of HKD 353,589,000 in the previous year[2] - Total comprehensive income for the period was a loss of HKD 33,436,000, compared to a profit of HKD 337,917,000 in the same period last year[4] - The company reported a basic loss per share from continuing operations of HKD (1.33), compared to a profit of HKD 13.32 in the same period last year[4] - The group recorded a loss attributable to owners of the company of HKD 41,130,000 for the period, compared to a profit of HKD 352,189,000 in the previous year, resulting in a basic loss per share of HKD 1.36[74] Assets and Liabilities - The company's total assets as of September 30, 2024, were HKD 715,210,000, a decrease from HKD 739,953,000 as of March 31, 2024[5] - Current liabilities amounted to HKD 488,813,000, down from HKD 524,318,000 in the previous reporting period[5] - The company has a net asset value of HKD 243,645,000 as of September 30, 2024, compared to HKD 277,081,000 as of March 31, 2024[8] - As of September 30, 2024, the group has outstanding bank loans with a book value of HKD 115,846,000, classified as current liabilities due to a court-ordered asset preservation order[13] - The group recorded a net current liability of HKD 361,375,000 and a loss of approximately HKD 47,996,000 for the six months ended September 30, 2024[13] Revenue Breakdown - Revenue from trade contracts amounted to HKD 46,549,000, while port and port-related services revenue was HKD 24,724,000, up from HKD 19,507,000 year-on-year[24] - Trade revenue reached HKD 46,549,000 for the six months ended September 30, 2024, compared to HKD 19,961,000 for the same period in 2023, representing a significant increase[29] - Port and port-related services revenue was HKD 24,724,000, up from HKD 19,507,000 year-over-year, indicating a growth of approximately 26%[29] - Equity and insurance brokerage income increased to HKD 4,761,000 from HKD 454,000, reflecting a substantial rise of over 950%[29] Legal and Financial Challenges - The group is actively negotiating with banks to amend loan agreements to avoid immediate repayment demands due to contract violations[15] - The group is also in discussions with lessors to extend the remaining lease agreements related to oil tanks[15] - Legal counsel in China is being engaged to gather evidence and defend against civil claims made by litigants[15] - The group aims to seek additional financing from capital markets or banks to alleviate liquidity pressure[15] - The group faces significant uncertainties regarding its ability to continue as a going concern due to ongoing legal disputes and financial pressures[15] Operational Focus and Future Plans - The company is focused on expanding its market presence and developing new products and technologies to drive future growth[2] - The company is focusing on expanding its port and related services, which have shown strong revenue growth in the current reporting period[29] - The company plans to explore opportunities to sell investments in non-listed funds to generate additional cash inflow[15] - The company continues to explore financing options to develop new berths to maximize storage tank utilization[127] - The company plans to expand its product range, service scope, and customer base to solidify the development of existing business segments[130] Employee and Corporate Governance - The company employed 151 employees as of September 30, 2024, down from 161 employees as of March 31, 2024[122] - The audit committee has reviewed the company's unaudited interim results for the six months ending September 30, 2024, without any objections to the accounting policies adopted[138] Market Conditions and Economic Outlook - The outlook remains uncertain due to geopolitical tensions, inflationary pressures, and risks of global economic downturns[126] - The company anticipates further challenges and uncertainties affecting its business in the second half of 2024 and into 2025[130] Dividends and Shareholder Actions - The company did not declare or pay any dividends during the interim period[56] - The company has not declared an interim dividend for the current period[121] - The board proposed a share consolidation on November 12, 2024, merging every ten existing shares into one share with a par value of HKD 0.10[123]

釋義及詞彙表 於本年報內，除另有所指者外，下列詞彙具有以下涵義： | 「二零二四年股東週年大會」 | 指 | 本 公 司 將 於 二 零 二 四 年 八 月 二 十 八 日（星 期 三）上 午 十 時 三 | | --- | --- | --- | | | | 十分舉行之股東週年大會或其任何續會 | | 「董事會」 | 指 | 本公司董事會 | | 「公司細則」 | 指 | 本公司之公司細則 | | 「本公司」 | 指 | 保德國際發展企業有限公司 | | 「本年度」 | 指 | 截至二零二四年三月三十一日止年度 | | 「董事」 | 指 | 本公司董事 | | 「本集團」 | 指 | 本公司及其附屬公司 | | 「香港聯交所」 | 指 | 香港聯合交易所有限公司 | | 「上市規則」 | 指 | 香港聯交所證券上市規則 | | 「中國」 | 指 | 中華人民共和國 | | 「證券及期貨條例」 | 指 | 香港法例第571章證券及期貨條例 | | 「股東」 | 指 | 本公司股東 | | 「港 元」及「港 仙」 | 指 | 港元及港仙，香港法定貨幣 | | 「%」 | 指 | 百分比 | 年度報告2024 2 ...

Financial Performance - For the fiscal year ending March 31, 2024, the company reported a loss of approximately HKD 89,250,000, a significant improvement from a loss of HKD 360,405,000 in the previous year, representing a reduction of about 75.8%[19] - The total comprehensive expenses for the year amounted to HKD 94,205,000, significantly lower than HKD 398,234,000 in the previous year, marking a decrease of approximately 76.4%[19] - The basic and diluted loss per share from continuing and discontinued operations was HKD (0.74), a significant improvement from HKD (8.94) in the previous year[19] - The group recorded a net loss of approximately HKD 89,250,000 for the year ending March 31, 2024, with a net cash outflow from operating activities of HKD 69,737,000[114] - The company reported a loss attributable to shareholders of HKD 21,341,000 for the year, compared to a loss of HKD 201,962,000 in the previous year, representing a significant improvement[187] - Basic loss per share for the year was HKD 0.74, down from HKD 8.94 in the previous year, indicating a reduction in losses[187] Revenue and Income - The group's revenue from customer contracts for the year 2024 was HKD 151,959,000, a decrease of 63.1% compared to HKD 411,286,000 in 2023[36] - Revenue from port and port-related services for 2024 was HKD 50,539,000, slightly up from HKD 50,001,000 in 2023[36] - Total revenue from continuing operations for the year was HKD 151,959,000, a decrease from HKD 411,286,000 in the previous year[62] - Trade income from chemicals and energy was HKD 98,459,000, down from HKD 204,217,000 in the previous year, while port and port-related service income was HKD 50,539,000, slightly up from HKD 50,001,000[62] - The trading business generated segment revenue of HKD 98,459,000, down from HKD 360,984,000 in 2023, resulting in a segment loss of HKD 883,000 compared to a profit of HKD 3,055,000 in the previous year[124] Assets and Liabilities - The net current liabilities as of March 31, 2024, were HKD 353,013,000, down from HKD 536,095,000 in the previous year, indicating a decrease of approximately 34.2%[25] - The company’s total assets as of March 31, 2024, were reported at HKD 277,081,000, down from HKD 318,004,000 in the previous year, indicating a decrease of approximately 12.9%[21] - The total assets of the group as of March 31, 2024, amounted to HKD 911,258,000, a decrease of HKD 117,886,000 or 11.5% compared to HKD 1,029,144,000 in 2023[123] - As of March 31, 2024, the company's current assets and current liabilities were HKD 171,305,000 and HKD 524,318,000 respectively, resulting in a current ratio of approximately 0.33, up from 0.22 in the previous year[188] Legal and Compliance Issues - The company has ongoing legal claims related to sale and leaseback arrangements and debt disputes, with amounts totaling approximately RMB 487,179,000 (equivalent to HKD 525,471,000) as of March 31, 2024[24] - The company is actively collaborating with legal advisors in China to gather evidence and defend against civil claims, which is part of its strategy to manage financial resources[9] - The company is involved in multiple civil lawsuits related to lease agreements, with claims including unpaid rent of RMB 158,750,000 (approximately HKD 171,228,000) and penalties totaling RMB 59,480,000 (approximately HKD 64,156,000) from one lawsuit[180] - Another civil lawsuit involves a claim for principal debt of RMB 110,658,000 (approximately HKD 119,356,000) and penalties of RMB 29,071,000 (approximately HKD 31,355,000) against the company[181] Strategic Initiatives - The company has entered the oil trading business, which is expected to significantly contribute to revenue growth in the future[89] - The group established a new subsidiary, Huahui Asset Management (Hong Kong) Limited, to expand its asset management and advisory services in Hong Kong[108] - The group aims to build an international financial platform for cross-border investments between Asia and Africa, anticipating gradual revenue growth in this sector[109] - The group is focusing on reducing credit risk in its trading business, particularly in commodities such as metals and energy products, while monitoring global economic conditions and interest rate outlooks[124] Financial Management and Forecast - The group has a cash flow forecast covering at least 12 months from March 31, 2024, and believes it will have sufficient working capital to meet its financial obligations[27] - The group has not yet secured written agreements for its plans, leading to significant uncertainty regarding its ability to continue as a going concern[28] - The audit firm issued a disclaimer of opinion due to uncertainties related to going concern, highlighting the need for successful negotiations with banks and landlords to alleviate liquidity pressures[86] - The group has taken measures to alleviate liquidity pressure and improve its financial situation, contingent on successful negotiations with banks and lessors[115] Impairments and Valuations - Impairment losses for properties, plants, and equipment amounted to HKD 60,251,000, a significant reduction from HKD 171,768,000 in the previous year, indicating a decrease of about 64.9%[81] - The recoverable amount of cash-generating units decreased to HKD 357,758,000 due to a 1% increase in discount rate, confirming an impairment of HKD 36,861,000[103] - The company’s financial assets saw a fair value increase of HKD 135,792,000, compared to HKD 29,505,000 in the previous year, indicating a substantial improvement in asset valuation[99] - The fair value of a non-listed fund investment was HKD 230,705,000 as of March 31, 2024, up from HKD 160,945,000 as of March 31, 2023[163] Changes in Operations - The metal recycling segment has been terminated, and its financial results are not included in the current year’s figures[91] - The group has initiated bankruptcy proceedings for its UK subsidiary, Cupral Group Ltd., to facilitate asset liquidation[138] - The company has faced significant challenges in copper raw material procurement due to the severe economic situation in the UK, leading to a strategic decision to minimize losses and cease operations in that region[154]

智通财经APP讯，保德国际发展(00372)发布公告，王恭浩已获委任为公司执行董事，自2024年4月18日 起生效。 葛侃宁由于有意从事其他业务活动，故已辞任董事会副主席兼公司执行董事，均自2024年4月18日起生 效。葛先生目前将继续为公司若干附属公司的董事。 葛侃宁已不再为上市规则项下公司的授权代表，自2024年4月18日起生效。王恭浩已获委任为上市规则 项下公司的授权代表，以接替葛侃宁，自2024年4月18日起生效。 ...

智通财经APP讯，保德国际发展(00372)发布公告，该公司间接非全资附属公司广西广明码头仓储有限公司(广明)与联蔚(上海)融资租赁有限公司(联蔚)已订立日期为2024年2月22日的调解协议(调解协议)，修订融资租赁的期限及载列融资租赁下余下租金及租赁权结算购买价的支付期限。 调解协议的订约方已同意(其中包括)修订融资租赁的期限至自2017年5月10日起至2025年12月30日的期间;及就融资租赁的余下金额将根据下文所载列的付款时间表支付。根据调解协议的条款，于调解协议日期，融资租赁下应付的余下金额共计人民币1.17亿元(余下金额)，包括余下租金人民币1.17亿元及租赁权结算购买价人民币100元。 根据调解协议，倘广明于2025年12月30日未能达成其偿还责任，广明应就任何仍尚未偿还的余下金额向联蔚支付按每日0.03%利率计算至未偿还余下金额悉数偿还的迟延违约金。 中国上海市高级人民法院已于2024年2月22日颁布民事调解书，认可调解协议的条款。 ...

Financial Performance - Total revenue for the six months ended September 30, 2023, was HKD 39,290,000, a significant decrease of 89.3% compared to HKD 367,380,000 for the same period in 2022[7] - Gross profit for the same period was HKD 671,000, compared to a gross loss of HKD 4,528,000 in the previous year, indicating a turnaround in profitability[7] - The net profit for the period was HKD 340,395,000, a substantial recovery from a net loss of HKD 96,800,000 in the prior year[7] - Basic earnings per share for the period were HKD 12.82, a significant improvement from a loss per share of HKD 4.00 in the previous year[7] - The total comprehensive income for the period was HKD 337,917,000, compared to a total comprehensive loss of HKD 145,215,000 in the same period of 2022[12] - The company reported a profit before tax of HKD 352,189,000 for the six months ended September 30, 2023, compared to a loss of HKD 90,343,000 in the same period of 2022, indicating a significant turnaround in performance[46] Assets and Liabilities - The company's total assets as of September 30, 2023, amounted to HKD 1,872,332,000, an increase from HKD 1,029,144,000 as of March 31, 2023[8] - The net equity attributable to the company's owners increased to HKD 720,581,000 from HKD 334,450,000, reflecting strong financial growth[8] - The total liabilities decreased from HKD 1,054,740,000 as of March 31, 2023, to HKD 708,753,000, indicating improved financial stability[8] - As of September 30, 2023, the company recorded a net current liability of HKD 445,549,000, raising concerns about its ability to continue as a going concern[16] - The company has an outstanding bank loan with a book value of HKD 113,140,000, which has been classified as a current liability due to a breach of certain covenants[17] - The company also has lease liabilities of HKD 373,665,000 arising from sale and leaseback arrangements, which have been classified as current liabilities due to breaches of contract[17] Cash Flow and Liquidity - The company's cash and cash equivalents increased to HKD 129,890,000 from HKD 69,552,000, enhancing liquidity[8] - The net cash generated from operating activities for the six months ended September 30, 2023, was HKD 54,377,000, compared to a decrease of HKD 48,524,000 in the same period of 2022[12] - The cash and cash equivalents at the end of the period stood at HKD 129,890,000, an increase from HKD 93,585,000 at the end of the previous year[12] Revenue Segments - Metal recycling revenue increased to HKD 19,329,000 from HKD 9,368,000, representing a growth of 106.4% year-over-year[25] - Port and port-related services revenue decreased to HKD 19,507,000 from HKD 27,440,000, a decline of 29.0% year-over-year[25] - Revenue from equity brokerage and insurance brokerage increased to HKD 454,000 from HKD 236,000, a growth of 92.4% year-over-year[25] Legal and Compliance Issues - The company has ongoing legal claims related to sale and leaseback arrangements and debt disputes, with a total amount involved of approximately RMB 587,356,000 (equivalent to HKD 630,761,000) as of September 30, 2023[17] - The group is actively defending against civil claims made by landlords and litigants[21] - The group is involved in a legal dispute regarding a sale and leaseback arrangement, with a court ruling requiring the company to pay remaining lease payments of RMB 106,273,000 (approximately HKD 114,127,000) and late penalties of RMB 10,202,000 (approximately HKD 10,956,000) as of the ruling date[83] Shareholder and Capital Structure - The group’s total issued and paid-up share capital increased from HKD 20,183,000 to HKD 30,274,000 as a result of the rights issue[70] - The issued share capital increased to HKD 30,274,000 as of September 30, 2023, from HKD 20,183,000 as of March 31, 2023, with the number of issued ordinary shares rising to 3,027,424,240 shares[137] - Major shareholder Mr. Cheng holds 150,000,000 shares, representing approximately 4.95% of the issued shares, and has control over 732,000,000 shares, which is 24.18%[163] Future Outlook and Strategy - The company plans to focus on market expansion and new product development to drive future growth[6] - The group aims to generate additional cash flow by seeking opportunities to sell investments in non-listed funds[19] - The company anticipates a disappointing economic recovery in China and Hong Kong, with ongoing economic slowdown and rising capital costs impacting investor sentiment[146] Corporate Governance - The company has complied with the corporate governance code, except for the deviation regarding the roles of the chairman and CEO being held by the same person[169][170] - The company’s board of directors will continue to monitor and review corporate governance practices to ensure compliance with the corporate governance code[175]

Financial Performance - For the fiscal year ending March 31, 2023, the company reported a loss attributable to shareholders of HKD 201,962,000, compared to a loss of HKD 158,417,000 in the previous year, resulting in a basic loss per share of HKD 0.0894[11] - The group reported a loss of approximately HKD 360,405,000, with a net cash outflow from operations of HKD 50,529,000[178] - The financial institution segment generated revenue of HKD 301,000, down from HKD 1,163,000 in the previous year, with a loss of HKD 6,670,000[35] - The loan financing segment reported revenue of HKD 16,000, a decrease from HKD 254,000 in the previous year, with a profit of HKD 3,000[37] - Long-term investments recorded zero revenue for the year, down from HKD 2,005,000 in 2022, with segment income of HKD 24,469,000 compared to a loss of HKD 67,179,000 in 2022[18] - The group’s trading business generated segment revenue of HKD 360,984,000, a decrease from HKD 844,337,000 in 2022, with a segment profit of HKD 3,055,000 compared to a segment loss of HKD 7,388,000 in 2022[12] Business Operations and Strategy - The company anticipates a rebound in business activities as the impact of COVID-19 restrictions in China eases, particularly in the oil port and storage operations[7] - The company has been appointed as a partner by the National Oil and Gas Pipeline Group to expand its oil pipeline network in Guangxi, which is expected to enhance its customer base and reduce transportation costs for oil products[7] - The company is initiating a tender for necessary engineering works related to the Guangxi project, with operations expected to commence in the first half of 2024[7] - The company plans to expand its investment banking operations in Mauritius, with expected revenue contributions from new hires in the brokerage and wealth management sectors over the next 12 to 18 months[8] - The company continues to strategically invest in potential investment projects and maintain close ties with management teams of invested companies to enhance the value of strategic investments[10] Challenges and Risks - The group faces operational challenges including supply shortages, shipping delays, and high freight costs, impacting trading business performance[13] - The company has decided to adopt a conservative approach in its metal trading business due to anticipated market volatility and risks from potential economic slowdowns[8] - The group has adopted a conservative approach to monitor commodity market conditions and credit risks, increasing buffers for freight costs and delivery timelines[13] - The management acknowledges that the outcome of the plans and measures taken is subject to various uncertainties, which may impact the group's ability to continue as a going concern[185] Investments and Acquisitions - The group acquired 90% of Cupral Group Limited for a total subscription amount of approximately HKD 26,955,000[14] - The company holds a 29.71% stake in AFC Mercury Fund, which invested USD 20,000,000 (approximately HKD 156,000,000) in STX Corporation Limited[27] - The investment in Jiangsu Hongmao Warehousing is expected to strengthen the company's commitment to sustainable development and expand revenue sources in the near future[32] - The group is developing a green metal market to help reduce carbon emissions and has invested in a recycling plant in the UK, which has a processing capacity of 2 tons of copper per hour[16][17] Governance and Compliance - The company has adopted the corporate governance code as per the listing rules, ensuring compliance with governance policies and practices[128] - The board consists of six members, including three executive directors and three independent non-executive directors, maintaining a balance of independent elements[135] - The company has received annual independence confirmations from all independent non-executive directors, affirming their independence under listing rules[148] - The board has delegated daily management responsibilities to executive directors while retaining approval authority for significant matters[139] - The company has established an internal control and risk management system, which is regularly discussed with management to ensure effective operation[140] Financial Position - As of March 31, 2023, the total assets of the group amounted to HKD 1,029,144,000, a decrease of HKD 571,106,000 or 35.7% compared to the previous year[40] - The equity attributable to the owners of the company was HKD 334,450,000, down HKD 224,357,000 or 40.2% from the previous year[40] - The current ratio of the group as of March 31, 2023, was approximately 0.22, significantly lower than 1.1 in the previous year[41] - The debt-to-equity ratio increased to 22.9% as of March 31, 2023, compared to 10% in the previous year[42] Legal and Regulatory Matters - The group is currently involved in legal disputes regarding lease payments amounting to approximately HKD 403,831,000 and related costs of HKD 80,123,000[47] - The group is involved in legal claims related to sale-and-leaseback arrangements and debt disputes, with claims amounting to approximately RMB 553,641,000 (equivalent to HKD 632,785,000) as of March 31, 2023[177] - The auditor has issued a disclaimer of opinion regarding the appropriateness of the going concern basis for preparing the financial statements[182] Future Outlook - The company remains optimistic about the recovery of its business to pre-pandemic levels as global inflation impacts and interest rate hikes are managed[6] - The company aims to establish an international financial platform for cross-border investment between Asia and Africa, anticipating increased business flow post-pandemic[36] - The audit committee has agreed with management's plans to alleviate liquidity pressure and improve financial conditions, which, if successful, may remove the uncertainty regarding the company's ability to continue as a going concern by March 31, 2024[190] Shareholder Information - The company has no proposed final dividend for the year ending March 31, 2023, compared to no dividend in the previous year[53] - Major shareholders include Mr. Cheng with 100,000,000 shares (4.95%) and Champion Choice holding 488,000,000 shares (24.18%) of the company[102] - The top five customers accounted for 82% of total sales, while the largest customer represented 27% of total sales[106]

Financial Performance - Total revenue for the six months ended September 30, 2022, was HKD 367,380,000, a decrease of 26% compared to HKD 497,060,000 for the same period in 2021[11]. - The company reported a loss before tax of HKD 96,800,000 for the six months ended September 30, 2022, compared to a loss of HKD 96,653,000 for the same period in 2021[11]. - The total comprehensive loss for the period was HKD 145,215,000, significantly higher than HKD 96,084,000 in the previous year[11]. - Basic and diluted loss per share for the period was HKD 4.48, slightly improved from HKD 4.74 in the same period last year[11]. - The company reported a foreign exchange loss of HKD 48,415,000 during the period, compared to a gain of HKD 569,000 in the previous year[11]. - The total comprehensive expenses for the period amounted to HKD 145.215 million, with a significant portion attributed to foreign exchange losses of HKD 27.005 million[18]. - The company recorded a net cash outflow from operating activities of HKD 62.126 million for the six months ended September 30, 2022[18]. - The company reported a net loss from financial instruments of HKD 33,478,000 for the six months ended September 30, 2022, compared to a loss of HKD 72,433,000 in the previous year[53]. - The group recorded a loss attributable to shareholders of HKD 90,343,000 for the period, compared to a loss of HKD 95,573,000 in the previous year, reflecting a slight improvement[112]. Assets and Liabilities - Non-current assets as of September 30, 2022, totaled HKD 1,066,835,000, down from HKD 1,261,461,000 as of March 31, 2022[13]. - Current liabilities amounted to HKD 696,118,000, an increase from HKD 311,417,000 as of March 31, 2022[13]. - The company's net asset value decreased to HKD 571,023,000 from HKD 716,238,000 as of March 31, 2022[13]. - The company has a total equity of HKD 571,023,000, down from HKD 716,238,000 in the previous period[13]. - The company's cash and cash equivalents decreased by HKD 48.524 million, resulting in a closing balance of HKD 93.585 million as of September 30, 2022[18]. - As of September 30, 2022, the company had current liabilities totaling HKD 472.173 million, which includes lease liabilities of HKD 386.209 million due to violations of lease agreements[24]. - The company’s total assets as of April 1, 2022, were HKD 716.238 million, with total liabilities amounting to HKD 558.807 million[16]. - The group’s equity attributable to owners decreased by HKD 117,348,000 or 21% to HKD 441,459,000 as of September 30, 2022[143]. - The current ratio of the group was approximately 0.3 as of September 30, 2022, down from 1.1 on March 31, 2022[144]. - The group’s debt-to-equity ratio was reported at 10.8% as of September 30, 2022, compared to 10% on March 31, 2022[145]. Revenue Breakdown - Trade revenue accounted for HKD 330,320,000, down 33.1% from HKD 494,089,000 year-on-year[37]. - The company generated metal recycling revenue of HKD 9,368,000, with no revenue reported in the previous year[37]. - Port and port-related service revenue was HKD 27,440,000, also with no revenue reported in the previous year[37]. - Insurance brokerage revenue decreased to HKD 236,000 from HKD 846,000, representing a decline of 72%[37]. - The financial services segment generated income of HKD 236,000, down from HKD 846,000 in the previous year, indicating a decline of approximately 72.1%[43]. - The group’s revenue contribution from Qianyang was HKD 27,440,000, with a loss of HKD 6,040,000, following its acquisition on October 11, 2021[136]. Legal and Compliance Issues - The company faced legal claims amounting to RMB 344.796 million (approximately HKD 381.568 million) related to post-sale leaseback arrangements and debt disputes[22]. - The group is involved in significant litigation related to a sale and leaseback arrangement, with a court ruling requiring the payment of RMB 106,273,000 (approximately HKD 117,607,000) in outstanding rent[104]. - The group has received a property preservation order from the court concerning assets valued at RMB 107,049,000 (approximately HKD 118,466,000) as of September 30, 2022[106]. - The group is facing a civil lawsuit demanding repayment of a principal debt of RMB 110,658,000 (approximately HKD 122,460,000) along with late payment penalties[109]. - The group has incurred legal costs related to the aforementioned lawsuits, including RMB 100,000 (approximately HKD 111,000) for litigation expenses[105]. - The group has received a court ruling requiring payment of RMB 58,465,000 (approximately HKD 64,700,000) for another leaseback arrangement dispute[155]. Strategic Initiatives - The company continues to explore new strategies for market expansion and product development to improve financial performance[11]. - The company is actively negotiating with banks to alleviate cash flow pressure and improve financial conditions[27]. - The management's ability to continue as a going concern is uncertain and depends on successful negotiations and cash flow generation[27]. - The company has prepared cash flow forecasts covering at least 12 months from September 30, 2022, indicating sufficient working capital to meet financial obligations[26]. - The group is developing a green metal market to help reduce carbon emissions, investing in a recycling plant in the UK to process copper and aluminum scrap for export to Asia and China[117]. - The group believes that the long-term outlook for the metal recycling industry remains positive and will play a significant role in its future strategy[171]. Corporate Governance - The company has complied with the corporate governance code, except for the deviation regarding the roles of the Chairman and CEO being held by the same person since September 30, 2017[193]. - The company believes that having the same individual serve as both Chairman and CEO enhances the efficiency of planning and implementing business strategies[194]. - The board of directors did not recommend the payment of an interim dividend for the period, consistent with the previous year[166]. - The company continues to comply with applicable corporate governance codes and will monitor and review its corporate governance practices[199].

Financial Performance - The overall financial performance of the group was weaker compared to the previous period, primarily due to the absence of one-time gains from the sale of an associate company last year and unrealized fair value losses from the AFC Mercury Fund[9]. - The group recorded a loss attributable to owners of HKD 158,417,000 for the year ended March 31, 2022, compared to a profit of HKD 167,056,000 in 2021, resulting in a basic loss per share of HKD 7.85[13]. - The commodity trading segment generated revenue of HKD 844,337,000, down from HKD 1,462,355,000 in 2021, with a segment loss of HKD 7,388,000 compared to a profit of HKD 3,418,000 in the previous year[14]. - The metal recycling business recorded revenue of HKD 43,480,000 with a segment loss of HKD 25,588,000[15]. - Long-term investment income was HKD 2,005,000, down from HKD 4,000,000 in 2021, with a segment loss of HKD 67,179,000 compared to a profit of HKD 44,804,000 in the previous year[20]. Business Operations and Strategy - The acquisition of Qianyang Investment Limited has become a new source of revenue for the group, with expectations that the energy sector will continue to play a significant role in China's economy as it recovers from COVID-19[10]. - The group's new subsidiary in the UK, Cupral, is viewed as a major future source of copper and aluminum supply, although production faced delays due to COVID-19 and transportation issues in Europe[11]. - The group plans to adopt a more conservative approach in the coming year, focusing on projects in China due to uncertainties related to travel, logistics, inflation, and interest costs[11]. - The group's operations in China were nearly halted due to COVID-19 outbreaks, particularly in Shanghai and other regions, significantly impacting business activities[9]. - The group is monitoring commodity market conditions and credit risks closely amid widespread economic deterioration and logistical challenges[9]. Investments and Acquisitions - The group invested approximately HKD 27,000,000 in Cupral, acquiring 90% of its expanded issued share capital[15]. - The group completed the acquisition of 65% of Qianyang's issued shares, with a subscription price of HKD 200,000,000 for new ordinary shares[50]. - The group acquired 668,571,429 new ordinary shares of Qianyang at a subscription price of HKD 200,000,000, resulting in a 65% ownership stake in Qianyang[29]. - Qianyang contributed revenue of HKD 34,990,000 and incurred a loss of HKD 18,248,000 from October 11, 2021, to March 31, 2022[38]. Financial Position and Liquidity - The group's total assets increased to HKD 1,600,250,000 as of March 31, 2022, representing a 103% increase from HKD 789,037,000 in 2021[47]. - The group's current ratio decreased to approximately 1.1 as of March 31, 2022, down from 4.7 in 2021[48]. - The group's bank balances and cash decreased to HKD 109,590,000 as of March 31, 2022, from HKD 239,325,000 in 2021[49]. - The group's total liabilities to equity ratio was 10% as of March 31, 2022, compared to zero in 2021[49]. - The group has pledged assets amounting to HKD 366,512,000 to secure any bank loans as of March 31, 2022[56]. Corporate Governance - The company has maintained a sufficient number of independent non-executive directors, constituting over one-third of the board, ensuring effective independent judgment and oversight[144]. - The board of directors consists of seven members, including four executive directors and three independent non-executive directors, promoting a balanced and diverse governance structure[143]. - The company emphasizes high standards of corporate governance to maximize shareholder returns and enhance transparency and accountability to stakeholders[138]. - The company has adopted a board diversity policy to ensure a balanced mix of skills, experience, and perspectives among board members[159]. - The audit committee has reviewed the accounting principles and practices adopted by the group and discussed financial reporting matters with independent auditors[135]. Risk Management - The company has implemented a comprehensive risk management framework, including self-assessments and internal control reviews to ensure compliance and operational efficiency[195]. - The board is responsible for maintaining a robust risk management and internal control system, with annual reviews conducted to assess the effectiveness of these systems[197]. - The company has established internal controls to safeguard assets and ensure accurate financial reporting, aiming to provide reasonable assurance against material misstatements[194]. - The company has committed to timely and accurate disclosure of significant information, with established internal controls for handling insider information[198]. Social Responsibility - The company donated HKD 1,000,000 to the Wo Gui Foundation Limited to support community initiatives[130]. - The company is dedicated to social responsibility and sustainable development, with annual reviews of its efforts in environmental, social, and governance aspects[200].