Financial Performance - The group recorded a revenue of approximately HKD 193.9 million for the six months ended June 30, 2022, representing an increase of about 125% compared to HKD 86.3 million in the same period last year[5]. - The loss attributable to equity holders of the company was approximately HKD 23.5 million, a decrease from HKD 46.1 million in the previous year, primarily due to increased revenue from toys, gifts, and traditional Chinese medicine[5]. - Revenue for the six months ended June 30, 2022, was HKD 193,988,000, a significant increase from HKD 86,334,000 in the same period of 2021, representing a growth of 124.5%[37]. - Gross profit for the same period was HKD 60,623,000, compared to HKD 23,970,000 in 2021, indicating a gross margin improvement[37]. - The net loss for the six months ended June 30, 2022, was HKD 13,983,000, a reduction from a net loss of HKD 44,673,000 in 2021, showing an improvement of 68.7%[39]. - The reported total profit for the six months ended June 30, 2022, was HKD 19,386,000, compared to a loss of HKD 959,000 for the same period in 2021[64]. - The company incurred a loss of approximately HKD 13,983,000 for the six months ended June 30, 2022, raising concerns about its ability to continue as a going concern[53]. Revenue Segments - The toys and gifts segment generated revenue of approximately HKD 137.1 million, with a gross profit margin of 31.3%, up from 27.8% in the previous year, attributed to reduced material costs[7]. - The revenue from the traditional Chinese medicine business was approximately HKD 56.9 million, significantly up from HKD 7.8 million in the previous year[17]. - Total revenue from external customers for the toys and gifts segment was HKD 137,112,000, representing a significant increase from HKD 78,504,000 in the same period of 2021[61]. Cash and Liquidity - The group’s cash and bank balances were approximately HKD 75.4 million as of June 30, 2022, down from HKD 201.1 million as of December 31, 2021[19]. - The company reported a net cash outflow from operating activities of HKD 138,649,000 for the six months ended June 30, 2022, compared to HKD 28,788,000 for the same period in 2021, indicating a significant increase in cash burn[50]. - The company’s current liabilities exceeded its current assets by approximately HKD 253,174,000 as of June 30, 2022, indicating liquidity challenges[53]. - The company is actively negotiating with financial institutions to secure additional financing and extend repayment terms with creditors[55]. - The company is considering fundraising activities, including rights issues and public offerings, to raise new capital[55]. Assets and Liabilities - The company's total assets decreased to HKD 903,812,000 as of June 30, 2022, down from HKD 956,439,000 at the end of 2021[42]. - The total liabilities decreased to HKD 636,081,000 from HKD 658,843,000, showing a reduction of 3.4%[44]. - The company's equity attributable to shareholders decreased to HKD 94,149,000 from HKD 135,127,000, a decline of 30.4%[44]. - Inventory levels increased significantly to HKD 101,858,000 from HKD 35,355,000 in the previous year, indicating a rise of 187.5%[42]. - The net trade receivables increased to HKD 73,443,000 as of June 30, 2022, compared to HKD 26,963,000 at the end of 2021, reflecting a growth of approximately 172.5%[73]. Capital Structure and Financing - The group’s borrowings were approximately HKD 120.5 million as of June 30, 2022, compared to HKD 118.5 million as of December 31, 2021[19]. - The capital debt ratio as of June 30, 2022, was 264.8%, up from 180.9% as of December 31, 2021[20]. - The company completed a capital restructuring on June 27, 2022, consolidating every five existing shares into one new share with a par value of HKD 0.05[79]. - The company received valid acceptances for the issuance of 15,898,476 new shares under a rights issue on July 22, 2022, with 675,217,317 shares successfully placed at HKD 0.205 each[90]. - The total amount raised from the rights issue is approximately HKD 141,680,000, with a net amount of approximately HKD 139,810,000 after deducting all related expenses[91]. Operational Challenges - The group is evaluating the impact of the COVID-19 pandemic on its operations and financials, particularly regarding the delayed construction of high-end hotel casinos and residential properties[11]. - The company has implemented strict credit monitoring to minimize credit risk, with overdue balances reviewed regularly by senior management[73]. - The company has no significant legal claims or disputes pending as of the report date[87][88]. Dividends and Share Options - The group has decided not to declare any interim dividend for the period, consistent with the previous year[5]. - The company has no unexercised share options as of June 30, 2022, and the share option plan approved in May 2013 will expire on May 30, 2023[24].

Financial Performance - The company reported a revenue of approximately HKD 323.7 million for the fiscal year ending December 31, 2021, representing a 59.19% increase compared to HKD 203.4 million in 2020[4]. - The gross profit for the year was HKD 91.9 million, up 39.74% from HKD 65.8 million in the previous year[4]. - The loss attributable to shareholders was approximately HKD 226.8 million, a significant increase of 215.92% from HKD 71.8 million in 2020[4]. - The basic loss per share for the year was HKD 22.76, compared to HKD 13.48 in 2020, marking a 68.84% increase[4]. - The group reported a profit of approximately HKD 4,600,000 for the year, compared to a loss of HKD 5,600,000 in 2020[18]. - The group incurred a loss of approximately HKD 60,000,000 for the year, an increase from a loss of HKD 2,900,000 in 2020[19]. - The company reported a total comprehensive loss of HKD 209,930,000 for the year, compared to HKD 62,596,000 in 2020, highlighting ongoing challenges[167]. - The company reported a net loss of HKD 220,496,000 for 2021, compared to a net loss of HKD 70,102,000 in 2020, indicating a significant increase in losses[165]. Revenue Sources - The company’s toy and gift business generated revenue of approximately HKD 264.3 million, a 37.5% increase from HKD 192.3 million in 2020[15]. - The herbal medicine business generated revenue of approximately HKD 59,400,000, compared to zero in 2020[24]. - Revenue from North America was approximately HKD 264,000,000, up from HKD 190,000,000 in the previous year, accounting for 81.6% of total revenue[26]. Assets and Liabilities - The total assets of the company increased by 12.14% to HKD 956.4 million from HKD 852.9 million in the previous year[4]. - The company’s cash and cash equivalents increased to HKD 201,113,000 in 2021 from HKD 21,645,000 in 2020, indicating improved liquidity[169]. - The company reported a loss of approximately HKD 220,496,000 for the year ended December 31, 2021, with current liabilities totaling about HKD 258,444,000[178]. - The company’s net asset value decreased from HKD 293,991 thousand in 2020 to HKD 212,194 thousand in 2021, indicating a decline of approximately 27.8%[172]. Financial Strategy and Fundraising - The company plans to explore profitable investment opportunities and diversify its business and revenue base[9]. - The company plans to raise approximately HKD 141,000,000 through a rights issue at a subscription price of HKD 0.205 per share[179]. - The company is actively considering fundraising activities, including rights issues, public offerings, placements of new shares, and issuing convertible bonds[133]. - The group has established a clear organizational structure with defined responsibilities and authority for monitoring the performance of designated business units[137]. Corporate Governance - The board consists of three executive directors and six independent non-executive directors, ensuring independence and compliance with listing rules[111]. - The company has adopted a board diversity policy to enhance performance quality and ensure a balance of skills and experience among board members[120]. - The company has confirmed that public shareholding is sufficient, exceeding 25% of the total issued shares as of the report date[92]. - The company has received annual confirmations of independence from all independent non-executive directors, affirming their independence[94]. Risk Management - The group has adopted a risk management framework that includes identifying significant risks, assessing their impact, and implementing necessary measures to manage those risks[136]. - The board believes that the existing organizational structure and close supervision by management provide sufficient risk management and internal control[140]. - The board will regularly review the need for an internal audit function or engage independent professional service providers to assess the internal control and risk management systems[135]. Employee and Operational Insights - The workforce increased to 386 employees as of December 31, 2021, up from 356 employees in the previous year, indicating growth in operational capacity[48]. - The group’s total administrative expenses increased by approximately 9.2% to about HKD 78,500,000, primarily due to the acquisition of the herbal medicine business[28]. - The company has implemented effective paper usage measures to reduce its carbon footprint, including double-sided printing and recycling initiatives[97]. Investment Activities - The company completed the acquisition of a 51% stake in Hubei Jincao Tang Pharmaceutical Co., Ltd. for HKD 170 million, which will be paid through the issuance of convertible bonds[37]. - The acquisition of Hubei Jincao Tang Pharmaceutical Co. was completed, constituting a business combination, with fair value measurement of identifiable assets and liabilities required[150]. - Investment in associates as of December 31, 2021, includes approximately HKD 155,119,000 in Zhongle Development Co., HKD 132,334,000 in Anhui Fulao Wine Industry Development Co., and HKD 63,355,000 in USO Management & Holding Co. Ltd[148]. Auditor and Compliance - The auditor of the company has remained unchanged for the past three years, with the appointment confirmed at the annual general meeting[106]. - The company has complied with all applicable corporate governance code provisions, except for the deviation from code provision A.6.7 regarding independent non-executive directors' attendance at the annual general meeting[108]. - The audit committee held two meetings during the year, with all members being independent non-executive directors[131].

| | | | 公 | 司 | 資 | 料 | | | | | | | | | 2 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 管 | 理 | 層 | 討 | 論 | 及 | 分 | 析 | | | | | 3 | | 企 | 業 | 管 | 治 | 及 | 其 | 他 | 資 | 料 | | | | 7 | | 簡 | 明 | 綜 | 合 | 損 | 益 | 表 | | | | | | 9 | | 簡 | 明 | 綜 | 合 | 全 | 面 | 收 | 入 | 報 | 表 | | | 1 0 | | 簡 | 明 | 綜 | 合 | 財 | 務 | 狀 | 況 | 表 | | | | 1 1 | | 簡 | 明 | 綜 | 合 | 權 | 益 | 變 | 動 | 表 | | | | 1 3 | | 簡 | 明 | 綜 | 合 | 現 | 金 | 流 | 量 | 表 | | | | 1 4 | | 簡 | 明 | 綜 | 合 | 中 | 期 | 財 | 務 | 報 | 表 | 附 | 註 ...

於開曼群島註冊成立之有限公司 股份代號 邁步向前 Leading the Way Towards | | | | 公司資料 | 2 | | --- | --- | | 財務概要 | 3 | | 主席報告書 | 4 | | 管理層討論及分析 | 6 | | 董事及高層管理人員簡介 | 13 | | 董事會報告 | 15 | | 企業管治報告 | 23 | | 獨立核數師報告 | 30 | | 經審核綜合財務報表 | | | 綜合損益表 | 36 | | 綜合損益及其他全面收入表 | 37 | | 綜合財務狀況表 | 38 | | 綜合權益變動表 | 40 | | 綜合現金流量表 | 41 | | 綜合財務報表附註 | 43 | | 五年財務概要 | 136 | 公司 資料 執行董事： 張啟軍先生 （主席） 陳劍先生 劉明卿先生 獨立非執行董事： 王小寧先生 鄭皓安先生 江俊榮先生 黎子彥先生 陳雨鑫女士 註冊辦事處 Zuill Corporate Services (Bermuda) Limited Continental Buildings 25 Church Street Hamilton HM 12 Be ...

[Company Information](index=3&type=section&id=Company%20Information) This section provides core company details including basic registration information, principal office address, board of directors, share registrar, auditor, and principal bankers - This section provides core company details including basic registration information, principal office address, board of directors, share registrar, auditor, and principal bankers[5](index=5&type=chunk)[6](index=6&type=chunk) [Financial Highlights](index=4&type=section&id=Financial%20Highlights) The company experienced a 7% revenue decline and a 43% increase in net loss for the year, alongside decreases in total assets and equity FY2019 Financial Performance Summary | Indicator | 2019 (HKD Thousands) | 2018 (HKD Thousands) | Change | | :--- | :--- | :--- | :--- | | Revenue | 199,952 | 214,605 | (7%) | | Gross Profit | 41,686 | 65,271 | (36%) | | Loss for the Year | (302,325) | (211,570) | (43%) | | Loss Attributable to Shareholders | (301,937) | (208,066) | (45%) | | Basic Loss Per Share (HK Cents) | (3.11) | (2.70) | 15% | | Total Assets | 827,873 | 913,547 | (9%) | | Total Equity | 331,707 | 455,778 | (27%) | [Chairman's Statement](index=5&type=section&id=Chairman's%20Statement) The Group reported a 6.8% revenue decrease and a 45% increase in loss attributable to shareholders, primarily due to write-offs and associate losses, while actively pursuing business diversification - For FY2019, the Group's turnover was approximately **HKD 200 million**, a **6.8% year-on-year decrease**, with loss attributable to shareholders expanding to approximately **HKD 302 million**, a **45% year-on-year increase**[10](index=10&type=chunk) - The expanded loss was primarily due to a write-off of approximately **HKD 107 million** in prepayments and other receivables, and a share of loss from associates of approximately **HKD 68.3 million**[10](index=10&type=chunk) - The Group's core business remains the manufacturing and trading of toys and gifts, but its gross profit margin decreased from **30.4% to 20.8%**[11](index=11&type=chunk) - The Group is actively seeking business diversification, having entered into memoranda of understanding for the acquisition of a **51% equity interest** in Hubei Jincaotang Pharmaceutical Co., Ltd. and certain equity interests in Shanghai Zhongjun HIT Enterprise Development Co., Ltd[12](index=12&type=chunk) [Management Discussion and Analysis](index=6&type=section&id=Management%20Discussion%20and%20Analysis) This section reviews the Group's business operations across five segments and its financial position, highlighting challenges in core businesses and auditor's qualified opinions [Business and Operations Review](index=6&type=section&id=Business%20and%20Operations%20Review) The Group's five business segments, including toys and gifts, natural resources, fruit planting, leisure, and culture, experienced varied performance, with the main revenue driver facing declining turnover and gross margin [Manufacturing and Sales of Toys and Gifts](index=6&type=section&id=Manufacturing%20and%20Sales%20of%20Toys%20and%20Gifts) The primary revenue source, toys and gifts, saw a 6.8% decline in turnover to approximately HKD 200 million and a significant drop in gross margin to 20.8% due to customer loss and market competition Toys and Gifts Business Performance | Indicator | 2019 | 2018 | | :--- | :--- | :--- | | Turnover (HKD) | Approx. 200,000,000 | 214,600,000 | | Gross Profit Margin | 20.8% | 30.4% | [Natural Resources Exploration](index=7&type=section&id=Natural%20Resources%20Exploration) The Group completed the sale of an 80% equity interest in two Inner Mongolia coal exploration projects, retaining a 20% interest classified as a financial asset at fair value through other comprehensive income - The Group completed the disposal of an **80% equity interest** in Inner Mongolia Mingrunfeng Energy Co., Ltd. and Inner Mongolia Runheng Mining Co., Ltd. on January 15, 2019[19](index=19&type=chunk) [Fruit Planting](index=7&type=section&id=Fruit%20Planting) Investments in Zhongle Group (40% stake) yielded a profit of approximately HKD 4.5 million, while USO (47% stake) resulted in a HKD 46 million loss due to intangible asset amortization - The Group's investment in Zhongle Group (**40% stake**) recorded a share of profit of approximately **HKD 4.5 million** for the year[20](index=20&type=chunk) - The Group's investment in USO (**47% stake**) recorded a share of loss of **HKD 46 million** due to intangible asset amortization[23](index=23&type=chunk) [Leisure](index=8&type=section&id=Leisure) The leisure segment, including tea, wine, and overseas travel, saw significant losses from tea (HKD 24.9 million) and wine (HKD 1.9 million) investments, with the overseas travel investment fully impaired and subject to legal action - The tea business (Fujian Yuguo) recorded a Group's share of loss of **HKD 24.9 million** due to intangible asset impairment[24](index=24&type=chunk) - The wine business (Anhui Fulao) recorded a Group's share of loss of **HKD 1.9 million**[26](index=26&type=chunk) - The overseas travel business (Yingyang Group) investment has been fully impaired, and legal actions are being taken regarding the termination of agreements and promissory notes[27](index=27&type=chunk) [Culture](index=10&type=section&id=Culture) The Group recognized a write-down of approximately HKD 25 million on Jingdezhen contemporary ceramic works acquired in 2015, resulting in a year-end carrying value of approximately HKD 10.3 million - A write-down of approximately **HKD 25 million** was recognized for ceramic works during the year, with a year-end carrying value of approximately **HKD 10.3 million**[29](index=29&type=chunk) [Review of Financial Position](index=10&type=section&id=Review%20of%20Financial%20Position) Administrative expenses decreased by 21.1% due to reduced consulting fees, but finance costs increased due to overdue interest on promissory notes, leading to a sharp rise in the gearing ratio from 92.4% to 139.5% - Administrative expenses decreased by **21.1%** year-on-year to **HKD 89.3 million**, primarily due to reduced consulting expenses[34](index=34&type=chunk) - Finance costs increased by approximately **HKD 9.1 million** year-on-year to **HKD 34.9 million**, mainly due to increased overdue interest on promissory notes[35](index=35&type=chunk) Liquidity and Financial Resources | Indicator | December 31, 2019 | December 31, 2018 | | :--- | :--- | :--- | | Bank and Cash Balances (HKD) | Approx. 18,500,000 | 21,800,000 | | Borrowings (HKD) | Approx. 55,500,000 | 101,900,000 | | Promissory Notes (HKD) | Approx. 270,500,000 | 153,600,000 | | Gearing Ratio | 139.5% | 92.4% | [Auditor's Qualified Opinion](index=11&type=section&id=Auditor's%20Qualified%20Opinion) The auditor issued a qualified opinion on the 2019 financial statements due to insufficient audit evidence for three opening balances: net realizable value of inventory (ceramic works), recoverability of prepayments, and recoverable amount of investment in an associate (Fujian Yuguo) - The auditor issued a qualified opinion on the opening balance of inventory (ceramic works) due to an inability to confirm its net realizable value; the company has written down approximately **HKD 25 million** during the year, and this qualification is expected to be removed in the 2021 report[44](index=44&type=chunk)[45](index=45&type=chunk)[49](index=49&type=chunk) - The auditor issued a qualified opinion on the opening balance of prepayments, deposits, and other receivables due to an inability to confirm their recoverability; the company has written off approximately **HKD 107 million** during the year, and this qualification is expected to be removed in the 2021 report[50](index=50&type=chunk)[51](index=51&type=chunk)[54](index=54&type=chunk) - The auditor issued a qualified opinion on the opening balance and corresponding figures for the investment in associate Fujian Yuguo, stemming from the previous auditor's qualification; the company expects this qualification to be removed in the 2020 report[56](index=56&type=chunk)[57](index=57&type=chunk)[60](index=60&type=chunk) [Biographical Details of Directors and Senior Management](index=14&type=section&id=Biographical%20Details%20of%20Directors%20and%20Senior%20Management) This section provides personal biographies of executive directors, independent non-executive directors, and senior management, including their age, position, appointment date, and relevant industry experience - This section provides personal biographies of executive directors, independent non-executive directors, and senior management, including their age, position, appointment date, and relevant industry experience[62](index=62&type=chunk)[63](index=63&type=chunk)[66](index=66&type=chunk)[67](index=67&type=chunk) [Directors' Report](index=16&type=section&id=Directors'%20Report) The Directors' Report covers the Group's business and financial performance, changes in the board and shareholding structure, and its environmental, social, and governance initiatives [Business and Financial Review](index=16&type=section&id=Business%20and%20Financial%20Review) The company's main business is investment holding with diversified subsidiaries; no final dividend is recommended, and customer concentration is high, with the top five customers accounting for 80.6% of total revenue - The company's principal business is investment holding, with diversified subsidiary operations[70](index=70&type=chunk) - The Board does not recommend the payment of any final dividend for the year ended December 31, 2019[72](index=72&type=chunk) - Customer concentration is high: sales to the **top five customers accounted for 80.6%** of total revenue, with the largest customer accounting for **53.7%**; supplier concentration is relatively lower, with the top five suppliers accounting for **43.3%** of total purchases[85](index=85&type=chunk) [Directors and Shareholding Structure](index=17&type=section&id=Directors%20and%20Shareholding%20Structure) The report details significant changes in board members, discloses directors' interests in company shares, confirms the cancellation of all 69 million outstanding share options, and affirms compliance with public float requirements - There were significant changes in the Board of Directors during the reporting period, with several executive and independent non-executive directors retiring or resigning, and new directors being appointed[86](index=86&type=chunk) - As of December 31, 2019, Executive Director Mr. Zhang Qijun held **670,000 shares** of the company, representing approximately **0.01%** of the equity[95](index=95&type=chunk) - All **69,000,000 outstanding share options** at the beginning of the year were cancelled during the year[103](index=103&type=chunk) - The company confirmed that as of the report date, the public float exceeded **25%** of the issued shares, complying with listing rule requirements[107](index=107&type=chunk) [Environmental, Social and Governance](index=22&type=section&id=Environmental%2C%20Social%20and%20Governance) The company prioritizes environmental protection through measures like double-sided printing and energy saving, maintains good relationships with stakeholders, and complied with relevant laws and regulations without major violations or labor disputes during the reporting period - The Group implemented various environmental protection measures, such as default double-sided printing, waste paper recycling, and zoned control of air conditioning and lighting, to reduce its carbon footprint[110](index=110&type=chunk)[111](index=111&type=chunk) - During the reporting period, the Board was not aware of any material non-compliance with relevant laws and regulations that had a significant impact on the Group[112](index=112&type=chunk) [Corporate Governance Report](index=24&type=section&id=Corporate%20Governance%20Report) The Corporate Governance Report details the company's adherence to governance codes, board composition, and risk management practices, while addressing significant uncertainties related to its going concern status [Corporate Governance Practices and the Board](index=24&type=section&id=Corporate%20Governance%20Practices%20and%20the%20Board) The company generally complied with corporate governance codes, though some independent non-executive directors missed the AGM; the Board comprises three executive and five independent non-executive directors, supported by remuneration, nomination, and audit committees - The company deviated from Corporate Governance Code Provision A.6.7, as some independent non-executive directors were unable to attend the Annual General Meeting on June 28, 2019, due to other commitments[119](index=119&type=chunk) - The Board comprises three executive directors and five independent non-executive directors, supported by a Remuneration Committee, a Nomination Committee, and an Audit Committee[121](index=121&type=chunk)[128](index=128&type=chunk)[131](index=131&type=chunk)[132](index=132&type=chunk) [Going Concern Issues](index=28&type=section&id=Going%20Concern%20Issues) The Group's significant loss and net current liabilities in FY2019 raise substantial doubt about its ability to continue as a going concern, prompting management to pursue new borrowings, negotiate repayment extensions, consider fundraising, and secure shareholder financial support - As of December 31, 2019, the Group incurred a loss of approximately **HKD 302 million** and recorded net current liabilities of approximately **HKD 317 million**, indicating a material uncertainty that may cast significant doubt on its ability to continue as a going concern[141](index=141&type=chunk) - To improve its financial position, the directors have implemented several measures, including: (1) negotiating new borrowings; (2) reaching deferred repayment agreements with certain creditors; (3) actively considering fundraising activities; (4) entering into a conditional bond subscription agreement; and (5) obtaining a financial support commitment from a shareholder[143](index=143&type=chunk) [Risk Management and Internal Control](index=29&type=section&id=Risk%20Management%20and%20Internal%20Control) The Board is fully responsible for the Group's internal control system, having engaged an independent consultant for review, and while currently lacking an internal audit function, it believes existing structures and close management oversight provide adequate risk management, with regular reviews for establishing such a function - The Board has engaged an independent consultant to review the internal control system, covering financial, operational, and compliance controls, and considers it effective[144](index=144&type=chunk)[145](index=145&type=chunk) - The company currently does not have an internal audit function, and the Board will regularly review the need to establish one[144](index=144&type=chunk) [Independent Auditor's Report](index=31&type=section&id=Independent%20Auditor's%20Report) The Independent Auditor's Report includes a qualified opinion due to insufficient audit evidence for certain opening balances and highlights a material uncertainty regarding the Group's ability to continue as a going concern [Qualified Opinion and Material Uncertainty Related to Going Concern](index=31&type=section&id=Qualified%20Opinion%20and%20Material%20Uncertainty%20Related%20to%20Going%20Concern) The auditor issued a qualified opinion due to insufficient audit evidence for three opening balances (inventory, prepayments, and investment in an associate) and emphasized a material uncertainty regarding the Group's going concern ability due to significant losses and net current liabilities - The auditor issued a qualified opinion due to insufficient audit evidence regarding the potential impact of the following three opening balances and related figures: 1. **Inventory**: Inability to confirm the net realizable value of ceramic works, approximately **HKD 35.3 million** as of year-end 2018 2. **Prepayments, deposits, and other receivables**: Inability to confirm the recoverability of deposits paid, approximately **HKD 102 million** as of year-end 2018 3. **Investment in an associate**: Inability to determine the corresponding impact on current year financial data due to the previous auditor's qualified opinion on the investment in Fujian Yuguo[150](index=150&type=chunk)[152](index=152&type=chunk)[153](index=153&type=chunk)[155](index=155&type=chunk) - The auditor's report highlighted a material uncertainty related to going concern, noting that as of year-end 2019, the Group incurred a loss of approximately **HKD 302 million** and recorded net current liabilities of approximately **HKD 317 million**, which may cast significant doubt on its ability to continue as a going concern[157](index=157&type=chunk) [Key Audit Matters](index=34&type=section&id=Key%20Audit%20Matters) Beyond the qualified opinion and going concern issues, key audit matters include the expected credit loss provision for trade receivables and impairment testing of investments in associates, both requiring significant management judgment and estimation - One key audit matter is the expected credit loss provision for trade receivables, as its assessment requires significant management judgment and estimation[160](index=160&type=chunk) - Another key audit matter is the impairment testing of investments in associates (Zhongle, Fujian Yuguo, Anhui Fulao, and USO), due to their material amounts and the significant judgment and assumptions involved from management and external experts in the impairment tests[162](index=162&type=chunk) [Audited Consolidated Financial Statements](index=38&type=section&id=Audited%20Consolidated%20Financial%20Statements) This section presents the consolidated income statement, statement of financial position, cash flow statement, and selected notes, detailing the Group's financial performance, position, and cash movements for the year [Consolidated Statement of Profit or Loss](index=38&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss) For FY2019, the Group's revenue was approximately HKD 200 million, a year-on-year decrease, with the loss for the year expanding from HKD 212 million to HKD 302 million, primarily due to increased cost of sales, write-offs, and share of losses from associates Consolidated Statement of Profit or Loss Summary | Item (HKD Thousands) | 2019 | 2018 | | :--- | :--- | :--- | | Revenue | 199,952 | 214,605 | | Gross Profit | 41,686 | 65,271 | | Loss Before Income Tax | (302,187) | (223,136) | | **Loss for the Year** | **(302,325)** | **(211,570)** | | — Attributable to Owners of the Company | (301,937) | (208,066) | | — Attributable to Non-controlling Interests | (388) | (3,504) | [Consolidated Statement of Financial Position](index=40&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of year-end 2019, the Group's total assets decreased to HKD 828 million, and total equity fell to HKD 332 million, with net current liabilities significantly increasing to HKD 317 million from HKD 98.4 million in 2018, indicating heightened liquidity pressure Consolidated Statement of Financial Position Summary | Item (HKD Thousands) | 2019 | 2018 | | :--- | :--- | :--- | | **Total Assets** | **827,873** | **913,547** | | Non-current Assets | 667,098 | 576,127 | | Current Assets | 160,775 | 337,420 | | **Total Liabilities** | **496,166** | **457,769** | | Current Liabilities | 477,789 | 435,839 | | Non-current Liabilities | 18,377 | 21,930 | | **Net Current Liabilities** | **(317,014)** | **(98,419)** | | **Total Equity** | **331,707** | **455,778** | [Consolidated Statement of Cash Flows](index=43&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) For FY2019, the Group experienced a net cash outflow from operating activities of HKD 26.13 million, a net inflow from investing activities of HKD 14.34 million due to subsidiary disposal, and a net inflow from financing activities of HKD 9.02 million, resulting in a net decrease in cash and cash equivalents of HKD 2.77 million, with a year-end balance of HKD 18.52 million Consolidated Statement of Cash Flows Summary | Item (HKD Thousands) | 2019 | 2018 | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | (26,130) | (59,122) | | Net Cash From Investing Activities | 14,336 | 9,627 | | Net Cash From Financing Activities | 9,023 | 40,394 | | **Net Decrease in Cash and Cash Equivalents** | **(2,771)** | **(9,101)** | | Cash and Cash Equivalents at Beginning of Year | 21,818 | 31,581 | | **Cash and Cash Equivalents at End of Year** | **18,519** | **21,818** | [Selected Notes to the Consolidated Financial Statements](index=45&type=section&id=Selected%20Notes%20to%20the%20Consolidated%20Financial%20Statements) Key notes provide detailed explanations on the going concern basis, operating segment information, investments in associates, and post-reporting period events, including significant capital reorganization and potential acquisition plans - **Going Concern Basis (Note 2)**: Reaffirms the Group's significant losses and net current liabilities, posing a material uncertainty to its ability to continue as a going concern, and outlines five measures implemented by management to address this situation[187](index=187&type=chunk)[188](index=188&type=chunk) - **Operating Segment Information (Note 7)**: The toys and gifts segment recorded a loss of **HKD 6.7 million**, the fruit planting segment a loss of **HKD 81.76 million**, and the leisure segment a loss of **HKD 146 million**; the exploration segment recorded a profit of **HKD 24.69 million** due to the disposal of a subsidiary[356](index=356&type=chunk) - **Investments in Associates (Note 21)**: Investment in USO recorded a loss of **HKD 38.64 million** due to impairment, and investment in Fujian Yuguo was impaired by **HKD 1.5 million**; the investment in Yingyang Group was fully written off during the year[405](index=405&type=chunk)[408](index=408&type=chunk)[412](index=412&type=chunk)[422](index=422&type=chunk) - **Events After the Reporting Period (Note 50)**: Discloses several significant events, including the completion of issuing consideration shares for the acquisition of USO equity, a proposed capital reorganization, and a proposed acquisition of a **51% equity interest** in Hubei Jincaotang Pharmaceutical Co., Ltd[559](index=559&type=chunk)[561](index=561&type=chunk)[564](index=564&type=chunk) [Five Year Financial Summary](index=137&type=section&id=Five%20Year%20Financial%20Summary) The five-year financial summary reveals continuous losses since 2015, with significant expansion in 2018 and 2019, and a decline in total assets and net assets over the last two years - The five-year financial summary indicates that the Group has sustained continuous losses since 2015, with losses significantly expanding in 2018 and 2019; total assets peaked in 2018 before declining in 2019, while net assets decreased for two consecutive years[568](index=568&type=chunk) Five Year Results Summary (HKD Thousands) | For the Year Ended December 31 | 2019 | 2018 | 2017 | 2016 | 2015 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 199,952 | 214,605 | 219,628 | 235,384 | 223,313 | | Loss for the Year | (302,325) | (211,570) | (95,094) | (147,976) | (87,252) | | Loss Attributable to Owners of the Company | (301,937) | (208,066) | (91,289) | (149,652) | (89,665) | Five Year Assets and Liabilities Summary (HKD Thousands) | As of December 31 | 2019 | 2018 | 2017 | 2016 | 2015 | | :--- | :--- | :--- | :--- | :--- | :--- | | Total Assets | 827,873 | 913,547 | 823,891 | 785,933 | 807,433 | | Total Liabilities | (496,166) | (457,769) | (344,404) | (330,843) | (406,405) | | Net Assets | 331,707 | 455,778 | 479,487 | 455,090 | 401,028 |

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(於開曼群島註冊成立之有限公司) (股份代號 : 00381) Kiu Hung International Holdings Limited 僑雄國際控股有限公司 ANNUAL REPORT 2018 年報 目 錄 | 公 | 司 | 資 | 料 | | | | | | | | 2 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 財 | 務 | 概 | 要 | | | | | | | | 3 | | 主 | 席 | 報 | 告 | 書 | | | | | | | 4 | | 管 | 理 | 層 | 討 | 論 | 及 | 分 | 析 | | | | 5 | | 董 | 事 | 及 | 高 | 層 | 管 | 理 | 人 | 員 | 簡 | 介 | 11 | | 董 | 事 | 會 | 報 | 告 | | | | | | | 13 | | 企 | 業 | 管 | 治 | 報 | 告 | | | | | | 21 | | 獨 | 立 | 核 | 數 | 師 | 報 | 告 | | | | | 28 | 經 ...