[FINANCIAL HIGHLIGHTS](index=1&type=section&id=FINANCIAL%20HIGHLIGHTS) This section provides a concise overview of the company's key financial performance indicators for the first half of 2025 Key Financial Indicators for the Six Months Ended June 30, 2025 | Indicator | For the six months ended June 30, 2025 | For the six months ended June 30, 2024 | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Revenue | Approx. RMB 59,695,000 | Approx. RMB 56,141,000 | Up approx. 6% | | Gross Profit | Approx. RMB 7,454,000 | Approx. RMB 6,737,000 | Up approx. 6% | | Profit (Loss) for the Period | Approx. RMB 460,000 | Approx. RMB (260,872,000) | Turned loss into profit | | Basic and Diluted Earnings (Loss) Per Share | RMB 0.02 cents | RMB (86.51) cents | Turned loss into profit | [CONDENSED CONSOLIDATED FINANCIAL STATEMENTS](index=2&type=section&id=CONDENSED%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) [CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME](index=2&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENT%20OF%20PROFIT%20OR%20LOSS%20AND%20OTHER%20COMPREHENSIVE%20INCOME) The company turned loss into profit in the first half of 2025, recording a profit of RMB 0.46 million, compared to a loss of RMB 261 million in the same period last year, primarily due to significant impairment losses on biological assets, inventories, property, plant and equipment, and trade receivables in the prior period, which did not recur in the current period, alongside an approximate 6% year-on-year increase in revenue Condensed Consolidated Statement of Profit or Loss (For the six months ended June 30) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | **Revenue** | **59,695** | **56,141** | | Cost of Sales | (52,241) | (49,404) | | **Gross Profit** | **7,454** | **6,737** | | Other income, gains and losses | 113 | (91,362) | | Selling and distribution expenses | (2,059) | (2,686) | | Administrative and other operating expenses | (4,448) | (8,810) | | Impairment losses | 92 (net reversal) | (160,585) | | **Profit (Loss) before tax** | **642** | **(260,928)** | | Income tax expense | (182) | (16) | | **Total Profit (Loss) for the period** | **460** | **(260,944)** | | Profit (Loss) attributable to owners of the Company | 62 | (260,872) | | **Basic Earnings (Loss) Per Share** | **0.02 RMB cents** | **(86.51) RMB cents** | [CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION](index=3&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENT%20OF%20FINANCIAL%20POSITION) As of June 30, 2025, the company's financial position remained stable, with total assets of RMB 218 million and net assets of RMB 158 million, both showing a slight increase from the end of 2024, notably, bank and cash balances significantly increased from RMB 0.755 million to RMB 38.06 million, indicating a substantial improvement in liquidity Summary of Condensed Consolidated Statement of Financial Position | Item | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | **Non-current assets** | **28,241** | **28,668** | | **Current assets** | **190,107** | **188,766** | | Of which: Inventories | 60,205 | 48,700 | | Of which: Trade receivables | 71,016 | 76,680 | | Of which: Bank and cash balances | 38,060 | 755 | | **Current liabilities** | **60,456** | **60,109** | | **Non-current liabilities** | **107** | **–** | | **Net assets** | **157,785** | **157,325** | | **Total equity** | **157,785** | **157,325** | [Notes to the Financial Statements](index=4&type=section&id=Notes%20to%20the%20Financial%20Statements) [Revenue and Segment Information](index=4&type=section&id=Revenue%20and%20Segment%20Information) The Group's core business is the manufacturing and sale of wine products in China, representing its sole operating segment, with sweet wine sales revenue doubling year-on-year, while dry wine sales, the primary revenue driver, slightly decreased, and brandy and other product revenues remained relatively stable - The Group is primarily engaged in the manufacturing and sale of wine products in China, which constitutes its sole reportable operating segment, with all revenue, assets, and liabilities primarily attributable to the China region[18](index=18&type=chunk)[19](index=19&type=chunk) Revenue Analysis by Major Product Category (For the six months ended June 30) | Product Category | 2025 (RMB thousands) | 2024 (RMB thousands) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Sweet Wine | 5,160 | 2,549 | Up 102.4% | | Dry Wine | 43,398 | 44,850 | Down 3.2% | | Brandy | 4,818 | 5,078 | Down 5.1% | | Others | 6,319 | 3,664 | Up 72.5% | | **Total** | **59,695** | **56,141** | **Up 6.3%** | [Dividends](index=8&type=section&id=Dividends) The Board did not recommend the payment of any interim dividend for the six months ended June 30, 2025, consistent with the policy for the same period last year - No dividends were paid or proposed by the company for the six months ended June 30, 2025 and 2024[31](index=31&type=chunk)[33](index=33&type=chunk) [Earnings (Loss) Per Share](index=8&type=section&id=Earnings%20%28Loss%29%20Per%20Share) In the first half of 2025, the company's basic and diluted earnings per share were both RMB 0.02 cents, marking a significant performance turnaround compared to a loss per share of RMB 86.51 cents in the same period of 2024 Earnings (Loss) Per Share Calculation | Item | For the six months ended June 30, 2025 | For the six months ended June 30, 2024 | | :--- | :--- | :--- | | Profit (Loss) used for calculation (RMB thousands) | 62 | (260,872) | | Weighted average number of ordinary shares (thousands of shares) | 301,562 | 301,562 | | **Basic and Diluted Earnings (Loss) Per Share (RMB cents)** | **0.02** | **(86.51)** | [Trade Receivables and Payables](index=9&type=section&id=Trade%20Receivables%20and%20Payables) As of June 30, 2025, trade receivables amounted to RMB 71.02 million, a slight decrease from the beginning of the period, with 93% of accounts aged within 90 days, indicating a healthy status, while trade payables increased slightly to RMB 16.27 million Aging Analysis of Trade Receivables | Aging | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | 0 to 90 days | 65,959 | 68,837 | | 91 to 180 days | 751 | 4,237 | | 181 to 365 days | 821 | 117 | | Over 365 days | 3,485 | 3,489 | | **Total** | **71,016** | **76,680** | Aging Analysis of Trade Payables | Aging | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | 0 to 90 days | 7,562 | 7,973 | | 91 to 180 days | 1,337 | 4,385 | | 181 to 365 days | 2,359 | 2,627 | | Over 365 days | 5,010 | 312 | | **Total** | **16,268** | **15,297** | [MANAGEMENT DISCUSSION AND ANALYSIS](index=11&type=section&id=MANAGEMENT%20DISCUSSION%20AND%20ANALYSIS) [Loss of Control of Certain Subsidiaries](index=11&type=section&id=Loss%20of%20Control%20of%20Certain%20Subsidiaries) The company continues to face a loss of control over its key subsidiaries in Tonghua, held by former executive directors, consequently, the financial positions of these subsidiaries were not consolidated into the Group's financial statements for the reporting period, and the Board is developing measures to mitigate losses - The company's key subsidiaries in Tonghua, China, remain in a state of lost control, and therefore their financial positions have not been consolidated into the financial statements for this interim period[44](index=44&type=chunk)[47](index=47&type=chunk) [Industry Overview](index=11&type=section&id=Industry%20Overview) In the first half of 2025, China's overall consumer market experienced a moderate recovery, yet the wine industry faced severe challenges with domestic production significantly declining by 26.7% year-on-year, while the imported wine market showed a trend of "decreasing volume but increasing value," indicating a shift towards higher quality and premium products - China's economy continued to recover, with total retail sales of consumer goods increasing by **5.0%** year-on-year in the first half of 2025, and tobacco and alcohol sales growing by **5.5%**[45](index=45&type=chunk)[48](index=48&type=chunk) - The domestic wine industry faced difficulties, with wine production by enterprises above designated size significantly decreasing by **26.7%** year-on-year, and market recovery yet to materialize[45](index=45&type=chunk)[48](index=48&type=chunk) - The imported wine market showed a "decreasing volume, increasing value" phenomenon: import volume decreased by **12.67%** year-on-year, but total import value increased by **1.45%**, indicating a premiumization trend in consumption[46](index=46&type=chunk)[49](index=49&type=chunk) [Financial Review](index=12&type=section&id=Financial%20Review) Against the backdrop of an industry downturn, the Group recorded total revenue of RMB 59.7 million in the first half of 2025, an increase of approximately 6% year-on-year, successfully turning a loss into a profit of RMB 0.46 million, primarily due to a substantial impairment charge of RMB 251 million on assets of the Tonghua subsidiaries, which were no longer under control, in the prior period, with no such impact in the current period - In the first half of 2025, the Group's total revenue was **RMB 59,695,000**, representing an approximate **6%** year-on-year increase, with sweet wine and dry wine sales accounting for **81%** of total revenue[52](index=52&type=chunk)[55](index=55&type=chunk) - The Group recorded a total profit and comprehensive income of **RMB 460,000**, compared to a total loss of **RMB 260,944,000** in the same period last year, with the performance turnaround primarily attributed to an impairment charge of **RMB 250,956,000** on the assets of the Tonghua subsidiaries in the prior period due to the inability to obtain their financial information[54](index=54&type=chunk)[55](index=55&type=chunk) [Operation Review](index=13&type=section&id=Operation%20Review) Facing challenges, the Group accelerated the development of its mid-to-high-end product lines and expanded health-oriented products, with production at the Shandong base increasing by 37.35% year-on-year, while the East China market contributed 78% of revenue as the core market, and online sales showed strong performance, accounting for 60% and becoming the primary sales channel - The Group's production base in Baiyanghe, Shandong, produced **3,475 metric tons** of various products, an increase of approximately **37.35%** compared to **2,530 metric tons** in the same period last year[61](index=61&type=chunk)[64](index=64&type=chunk) Revenue by Region and Channel Distribution | Dimension | Item | Revenue Contribution | | :--- | :--- | :--- | | **Regional Distribution** | East China | 78% | | | North China | 12% | | | Central-South China | 7% | | | Southwest China | 2% | | **Channel Distribution** | Online Sales | 60% | | | Offline Sales | 40% | - The company's strategy includes accelerating R&D for mid-to-high-end product lines, diversifying mass-market offerings (e.g., low-alcohol, organic products), optimizing its O2O sales network, and integrating big data and AI technologies to enhance supply chain efficiency[57](index=57&type=chunk)[58](index=58&type=chunk) [Business Prospects](index=15&type=section&id=Business%20Prospects) Despite the market being at a historical low, the Group believes new structural opportunities are emerging, and in the future, the company plans to align with trends of "light and easy-to-drink" beverages and category diversification by introducing Japanese alcoholic beverages like sake, aiming to create a "wine + Japanese light beverage" second growth curve targeting young and female consumers, while continuously strengthening the refined operation of e-commerce and social e-commerce channels - The company believes online channels remain a growth engine, expecting e-commerce and social e-commerce to continue capturing structural demand following industry consolidation[66](index=66&type=chunk)[68](index=68&type=chunk) - To adapt to market changes, the company plans to introduce Japanese alcoholic beverages such as sake, leveraging their 'low-alcohol, easy-to-drink, and food-pairing friendly' attributes to create a "wine + Japanese light beverage" second growth curve, targeting young and female consumers[67](index=67&type=chunk)[69](index=69&type=chunk) [Other Corporate Information](index=16&type=section&id=Other%20Corporate%20Information) [LIQUIDITY AND FINANCIAL RESOURCES](index=16&type=section&id=LIQUIDITY%20AND%20FINANCIAL%20RESOURCES) The Group maintains a healthy liquidity position, primarily funding its operations through internal operating cash flow, with cash and cash equivalents (excluding Tonghua subsidiaries for which financial information is unavailable) amounting to approximately RMB 38.06 million as of June 30, 2025 - The Group maintains a sound and positive working capital position, funding its operations through internal cash flows generated from operations[75](index=75&type=chunk)[78](index=78&type=chunk) - As of June 30, 2025, the Group's cash and cash equivalents amounted to approximately **RMB 38,060,000** (excluding Tonghua subsidiaries)[75](index=75&type=chunk)[78](index=78&type=chunk) [Employment and remuneration policy](index=17&type=section&id=Employment%20and%20remuneration%20policy) As of June 30, 2025, the Group (excluding Tonghua subsidiaries) employed 82 staff members, consistent with the end of 2024, and total salaries and related costs for the reporting period were approximately RMB 1.46 million, a significant decrease from RMB 9.15 million in the same period last year Staff and Remuneration Costs | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Number of employees (excluding Tonghua) | 82 | 82 | | **Item** | **For the six months ended June 30, 2025** | **For the six months ended June 30, 2024** | | Total salaries and related costs (RMB) | Approx. 1,460,000 | Approx. 9,149,000 | [Share Option Scheme](index=17&type=section&id=Share%20Option%20Scheme) As of June 30, 2025, a total of 29,405,480 unexercised share options were outstanding under the share option scheme, representing 10% of the company's issued shares, with no new options granted, exercised, or lapsed during the reporting period - As of June 30, 2025, the total number of granted but unexercised share options was **29,405,480**, with an exercise price of **HKD 0.92** and a weighted average remaining contractual life of **0.46 years**[83](index=83&type=chunk)[90](index=90&type=chunk)[91](index=91&type=chunk) - During the six months ended June 30, 2025, no share options were exercised, granted, lapsed, or forfeited[90](index=90&type=chunk)[91](index=91&type=chunk)[93](index=93&type=chunk) [CORPORATE GOVERNANCE](index=19&type=section&id=CORPORATE%20GOVERNANCE) The company complied with the principles of the Corporate Governance Code during the reporting period, with one deviation: the roles of Chairman and Chief Executive Officer were not separated, both held by Mr. Sun Jialiang, an arrangement the Board believes facilitates the Group's management and decision-making efficiency - The company deviated from the Corporate Governance Code's requirement for separation of the roles of Chairman and Chief Executive Officer, with Mr. Sun Jialiang holding both positions, an arrangement the Board believes contributes to efficient decision-making[99](index=99&type=chunk)[103](index=103&type=chunk)

格隆汇8月7日丨通天酒业(00389.HK)公告，公司网站将由"www.tontine-wines.com.hk"更改 为"www.00389.hk"，自2025年8月7日起生效。公司就刊登于香港联合交易所有限公司网站提交的所有公 布、通告或其他文件亦将于此公司新网站刊登。 ...

更改公司網站 中國通天酒業集團有限公司（「本公司」）董事會（「董事會」）謹此宣佈，本公司網站將由 「 www.tontine-wines.com.hk 」更改為「 www.00389.hk 」，自二零二五年八月七日起生效。本 公司就刊登於香港聯合交易所有限公司網站提交的所有公佈、通告或其他文件亦將於此 本公司新網站刊登。 承董事會命 中國通天酒業集團有限公司 香港交易及結算所有限公司及香港聯合交易所有限公司對本公佈的內容概不負責，對其 準確性或完整性亦不發表任何聲明，並明確表示概不對因本公佈全部或任何部分內容而 產生或因依賴該等內容而引致的任何損失承擔任何責任。 CHINA TONTINE WINES GROUP LIMITED 中國通天酒業集團有限公司 （於百慕達註冊成立的有限公司） （股份代號：389） 主席、行政總裁兼執行董事 孫佳良 香港，二零二五年八月七日 於本公佈日期，董事會執行董事為孫佳良先生及黃楚武先生；非執行董事為李瑜鴻先生 及朱明徽先生；及獨立非執行董事為李良先生、雷美嘉女士及陳偉傑先生。 ...

Group 1 - The company, Tongtian Liquor Industry (00389.HK), announced that it will hold a board meeting on August 15, 2025, to approve its interim results for the six months ending June 30, 2025, and to consider the declaration of an interim dividend, if any [1]

香港交易及結算所有限公司及香港聯合交易所有限公司對本公佈的內容概不負責，對其 準確性或完整性亦不發表任何聲明，並明確表示概不對因本公佈全部或任何部分內容而 產生或因依賴該等內容而引致的任何損失承擔任何責任。 CHINA TONTINE WINES GROUP LIMITED 中國通天酒業集團有限公司 （於百慕達註冊成立的有限公司） （股份代號：389） 中國通天酒業集團有限公司 主席、行政總裁兼執行董事 孫佳良 香港，二零二五年八月一日 於本公佈日期，執行董事為孫佳良先生及黃楚武先生；非執行董事為李瑜鴻先生及朱明 徽先生；及獨立非執行董事為李良先生、雷美嘉女士及陳偉傑先生。 董事會召開日期 中國通天酒業集團有限公司（「本公司」）董事會（「董事會」）謹此公佈，本公司將於二零 二五年八月十五日（星期五）舉行董事會會議，以（其中包括）批准本公司及其附屬公司截 至二零二五年六月三十日止六個月的中期業績及其發佈，並考慮宣派中期股息（如有）。 繼續暫停買賣 本公司股份已由二零二四年九月二日上午九時正起於聯交所暫停買賣，並將繼續暫停直 至另行通知為止。 本公司股東及潛在投資者於投資或買賣本公司證券時務請謹慎行事。 承董事會 ...

股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年7月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 中國通天酒業集團有限公司 呈交日期: 2025年8月1日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 00389 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 1,000,000,000 | HKD | | 0.1 | HKD | | 100,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 1,000,000,000 | HKD | | 0.1 | HKD | | 100,000,000 | 本月底法定/註冊 ...

Financial Performance - Revenue for the year ended December 31, 2024, was RMB 107,988,000, a decrease of 43% compared to RMB 189,139,000 in 2023[4] - Gross profit for 2024 was RMB 7,361,000, resulting in a gross profit margin of 7%, down from 14.88% in 2023[4] - Total comprehensive loss attributable to owners of the Company for 2024 was RMB 321,302,000, compared to a loss of RMB 80,199,000 in 2023[4] - Basic and diluted loss per share for 2024 was (106.55) RMB cents, compared to (26.59) RMB cents in 2023[4] - The Group recorded a loss and total comprehensive expense of RMB347,437,000 for the year[45] - The Group reported a net loss attributable to equity owners of approximately RMB 321.3 million for the year ended December 31, 2024[76] Assets and Liabilities - Non-current assets decreased to RMB 28,668,000 in 2024 from RMB 199,743,000 in 2023[9] - Current assets also declined to RMB 188,766,000 in 2024 from RMB 353,691,000 in 2023[9] - Shareholders' equity dropped significantly to RMB 92,577,000 in 2024 from RMB 403,920,000 in 2023[9] - Current liabilities of the Group stood at RMB 60.1 million, while available bank and cash balances were only RMB 755,000 as of December 31, 2024[76] - The Group's financial position as of December 31, 2024, is outlined in the consolidated financial statements[117] Operational Efficiency - The current ratio decreased to 3.14 in 2024 from 6.7 in 2023, indicating reduced liquidity[9] - The gearing ratio increased to 28% in 2024 from 10% in 2023, reflecting higher financial leverage[9] - Inventory turnover days increased to 329 days in 2024 from 408 days in 2023, suggesting slower inventory movement[9] - The inventory turnover days improved to approximately 329.24 days from 408 days in the previous year, indicating effective inventory management[53][58] - Trade receivables turnover days stood at 327.74 days, with trade receivables amounting to RMB 76,680,000, highlighting ongoing efforts in marketing and brand promotion[54][59] Governance and Management Changes - The company appointed Mr. Sun Jialiang as Chairman and CEO on September 30, 2024[11] - Mr. Wang Guangyuan resigned as Chairman and CEO on June 12, 2024[11] - The company experienced significant changes in its board, with multiple resignations and appointments throughout 2024[11][18][25] - The Audit Committee and Remuneration Committee were established with new members appointed on September 30, 2024[21][22] - The company is focusing on enhancing its governance structure with the appointment of new independent non-executive directors[18] - The Nomination Committee was formed with Mr. Sun Jialiang as Chairman, emphasizing the company's commitment to leadership stability[25] - The company secretary position was filled by Mr. Lai Wai Hing on November 13, 2024, indicating a focus on compliance and governance[18] - The company is undergoing a strategic review of its board composition to improve oversight and decision-making processes[25] - The company has seen a high turnover in executive positions, which may impact operational continuity and strategic direction[11][25] - The company is actively seeking to strengthen its leadership team to navigate future challenges and opportunities in the market[25] Market Performance - The sales revenue of sweet wine and dry wine accounted for 84.2% of the Group's total revenue, while brandy and other wine products accounted for 15.8%[36] - Revenue from the Eastern Region market was RMB 81,825,000, accounting for 75.8% of the group's total revenue, indicating strong market performance in that region[57][60] - In 2024, online sales accounted for 55% of the Group's total sales, while offline sales made up 45%[66] - In 2024, China's wine imports reached 280 million liters, with an import value of RMB 11.55 billion, reflecting year-on-year increases of 13.6% and 37.2%, respectively[62] - The Group anticipates that diversification into niche categories such as white wine and sparkling wine will be a key trend moving forward[63] Employee and Compensation - The Group employed a workforce of 82 in Hong Kong and China, with total salaries and related costs amounting to approximately RMB19,421,000, an increase from RMB17,980,000 in 2023[185] - The total salary and related costs for the year amount to RMB 19,421,000, compared to RMB 17,980,000 in 2023, reflecting an increase of approximately 8%[187] - The Group has adopted a share option scheme to motivate employees and reward their performance[184] - The 2023 Share Option Scheme aims to incentivize and retain high-caliber employees, with eligibility based on contributions to the Group's development[130] Shareholder Information - Bon Voyage Development Limited holds 40,000,000 shares of the company, representing approximately 13.27% of the issued share capital[84] - As of December 31, 2024, Mr. Wang Guangyuan holds 49,517,872 shares, representing approximately 16.42% of the company's issued share capital[165] - Mr. Li Jerry Y. and Mr. Zhu Minghui each hold 49,517,872 shares, also representing approximately 16.42% of the company's issued share capital, in addition to being beneficial owners of 20,000,000 shares each, which is about 6.63%[166] - The total number of shares held by Sky Source International Investments Limited is 69,517,872, accounting for approximately 23.05% of the issued share capital of the company[166] - The total number of Shares that may be issued under the 2023 Share Option Scheme shall not exceed 10% of the total number of Shares in issue on the Adoption Date[134] Compliance and Regulatory - The Company has maintained the prescribed public float as required under the Listing Rules throughout the year[191] - The Company has obtained all necessary permits and environmental approvals for its business operations, ensuring compliance with applicable environmental protection standards[197] - The existing auditor, Prism Hong Kong Limited, will retire at the upcoming annual general meeting and is eligible for re-appointment[200]

Financial Performance - Revenue decreased by approximately 42.9% to approximately RMB 107,988,000 compared to RMB 189,139,000 in 2023[2] - Gross profit decreased to approximately RMB 7,361,000 from RMB 28,149,000 in 2023[2] - Total comprehensive expense for the year attributable to owners of the Company amounted to approximately RMB 347,437,000, up from RMB 70,806,000 in 2023[2] - Basic and diluted loss per share increased to RMB 106.55 cents from RMB 26.59 cents in 2023[2] - The Group incurred a net loss attributable to equity owners of approximately RMB321,302,000 for the year ended 31 December 2024[21] - The Group reported a net loss attributable to equity holders of approximately RMB 321,302,000 for the year ended December 31, 2024[24] - The company reported a basic loss for the year attributable to owners of approximately RMB 321,302,000 in 2024, compared to RMB 80,199,000 in 2023, indicating a significant increase in losses[55][58] Assets and Liabilities - Non-current assets decreased significantly from RMB 199,743,000 in 2023 to RMB 28,668,000 in 2024[7] - Current assets decreased from RMB 353,691,000 in 2023 to RMB 188,766,000 in 2024[7] - Net current assets decreased from RMB 301,025,000 in 2023 to RMB 128,657,000 in 2024[7] - Total assets less current liabilities decreased from RMB 500,768,000 in 2023 to RMB 157,325,000 in 2024[8] - Total equity decreased from RMB 497,385,000 in 2023 to RMB 157,325,000 in 2024[8] - As of 31 December 2024, the total assets and total liabilities of the Subject Subsidiaries were RMB149,481,000 and RMB218,830,000, respectively[19] - The Group has current liabilities of RMB60,109,000 while available bank and cash balances were RMB755,000[21] - As of December 31, 2024, the Group's current liabilities amounted to RMB 60,109,000, while cash and cash equivalents were RMB 755,000[24] Financial Challenges and Governance - The Company faced significant challenges in obtaining financial documents and controlling certain subsidiaries due to the resignation of former executives[11] - The Board is unable to ascertain the current situation of the Subject Subsidiaries due to incomplete and unreliable information provided[15] - The Company has sent 19 demand letters to retrieve necessary financial documents from former executives but received only limited and insufficient documents[14] - The Board has deconsolidated the financial information of the Subject Subsidiaries from the Group's consolidated financial statements as of 31 December 2024[19] - The Group's directors believe that preparing the consolidated financial statements on a going concern basis is appropriate, given the expected sufficient financial resources for at least the next twelve months[25] - The Group's financial performance and position as of 31 December 2024 were impacted by the inability to consolidate certain subsidiaries, affecting overall financial reporting[75] - The Group's independent auditor's report for the year ended 31 December 2024 includes a qualified opinion due to communication challenges with former executive directors[79] - The loss of control over certain subsidiaries was attributed to the former executive directors' refusal to provide essential financial documents after their resignation in November 2024[80] - There exists a material uncertainty regarding the Group's ability to continue as a going concern due to significant losses and limited cash resources[92] Revenue and Sales - The Group's revenue from major products for the year ended December 31, 2024, was RMB 107,988,000, a decrease of 43% from RMB 189,139,000 in 2023[48] - Revenue from dry wines contributed RMB 80,300,000 in 2024, down from RMB 101,103,000 in 2023, representing a decline of approximately 20.6%[48] - The sales revenue from sweet wine and dry wine accounted for 84.2% of the Group's total revenue, while brandy and other wine products accounted for 15.8%[113] - Online sales accounted for 55% of total sales, while offline sales accounted for 45% throughout the year 2024[129] - The Group recorded revenue of RMB81,825,000 in the Eastern Region market, which accounted for 75.8% of the Group's total revenue[128] Expenses and Cost Management - The Group's gross profit decreased year-on-year to RMB7,361,000, with a gross profit margin of 7%, down from 14.9% in the previous year, representing a decline of 73.8%[118][116] - Selling and distribution expenses amounted to RMB7,947,000, a year-on-year decrease of 79.5%[119] - Administrative and other operating expenses were RMB12,322,000, representing a year-on-year decrease of 63%[120] - The Group recorded a total impairment of current and long-term assets amounting to RMB250,956,000 due to the unavailability of financial information from Subject Subsidiaries[121] - The Group's total comprehensive expense for the year was RMB347,437,000[122] Industry Context - The total retail sales of consumer goods in China reached RMB48.3 trillion in 2024, reflecting a year-on-year increase of 3.5%[108] - The retail sales of tobacco and alcohol amounted to approximately RMB615.9 billion, marking a year-on-year increase of 5.7%[108] - Wine production by large-scale alcohol enterprises in China totaled 118,000 kiloliters in 2024, representing a year-on-year decrease of 14.5%[108] - The domestic wine industry remains sluggish, with ongoing challenges from rising raw material costs and increased production expenses[108] - The focus of the wine industry in 2024 is on destocking due to the economic slowdown and incomplete recovery of consumer confidence[108] Corporate Governance and Compliance - The Company complied with the Corporate Governance Code, except for the deviation from code provision C.2.1 regarding the roles of chairman and CEO being held by the same individual[164] - All Directors confirmed their compliance with the Model Code for Securities Transactions during the year[165] - The Company has adopted the standard code of conduct for securities trading as per the Listing Rules Appendix C3, confirming compliance by all directors throughout the year[168] - The Audit Committee, comprising three independent non-executive Directors, reviewed the accounting principles and practices, and discussed financial reporting matters for the year ended December 31, 2024[170] Workforce and Employment - As of December 31, 2024, the Group employed a workforce of 82 in Hong Kong and the PRC, a decrease from 252 employees including the Tonghua subsidiary as of December 31, 2023[151] - Total salaries and related costs for the year amounted to approximately RMB 19,421,000, representing an increase of 8.0% from RMB 17,980,000 in 2023[151]

Share Option Schemes - The 2023 Share Option Scheme granted a total of 29,405,480 options on December 15, 2023, with a vesting period of 12 months[1] - As of December 31, 2023, no stock options were exercised or vested under the 2023 Share Option Scheme[1] - The 2019 Share Option Scheme was terminated on June 16, 2023, with no options available for grant as of December 31, 2023[2] - The total number of options granted under both the 2023 and 2019 Share Option Schemes represented 9.98% of the company's weighted average issued ordinary shares for the fiscal year ending December 31, 2023[2] Trading Suspension - Trading of the company's shares will be suspended from September 2, 2024, pending the release of the unaudited interim results for 2024[3]

Financial Performance - Revenue for the year ended December 31, 2023, was RMB 189,139,000, an increase of 29.5% compared to RMB 146,118,000 in 2022[5]. - Gross profit for 2023 was RMB 28,149,000, resulting in a gross profit margin of 14.88%, down from 24.55% in 2022[5][7]. - Total comprehensive loss attributable to owners of the Company for 2023 was RMB (80,199,000), compared to a loss of RMB (26,403,000) in 2022[5]. - Basic loss per share for 2023 was RMB (26.59 cents), compared to RMB (0.90 cents) in 2022[5]. - The Group's total revenue increased by nearly 30% year-on-year, reflecting successful strategic implementation[30]. - The Group's gross profit decreased to RMB 28,149,000, with a gross profit margin of 14.9%, down from 24.6% the previous year, reflecting a year-on-year decline of 21.5%[54][57]. - The total cost of sales increased by 46.0% year-on-year to RMB 160,990,000, primarily due to increased revenue and the write-off of obsolete inventories[59]. - The cost of raw materials rose by approximately 47.7% to RMB 130,824,000, accounting for about 81.3% of the total cost of sales[59]. Assets and Liabilities - Non-current assets decreased to RMB 199,743,000 in 2023 from RMB 223,517,000 in 2022[10]. - Current assets decreased to RMB 353,691,000 in 2023 from RMB 385,557,000 in 2022[10]. - Current liabilities increased to RMB 52,666,000 in 2023 from RMB 39,209,000 in 2022[10]. - Shareholders' equity decreased to RMB 403,920,000 in 2023 from RMB 483,634,000 in 2022[10]. - The Group's trade receivables at year-end were RMB 117,247,000, with turnover days decreasing from 314 days to 241 days[77][81]. - The Group's inventory turnover days improved significantly from 748 days to approximately 408 days, attributed to effective inventory management strategies[76][80]. Market Conditions - In 2023, China's GDP grew by 5.2%, but many sectors have not returned to pre-pandemic levels, impacting consumer sentiment[24]. - Imported wines in China experienced double-digit declines in both sales volume and value in 2023, indicating weak market demand[25]. - The Group anticipates continued pressure on the wine industry in China due to weak consumption and low per capita consumption levels, which may hinder market growth[91]. - The domestic wine industry is expected to remain under pressure due to weak consumer spending, with per capita consumption still low compared to other alcoholic beverages[94]. Strategic Initiatives - The Group increased sales of affordable wine products with lower gross margins while reducing investment in higher-priced premium wines and ginseng wine due to insufficient consumer confidence[28]. - The Group has adapted its marketing strategy by enhancing online sales and influencer marketing, as well as strengthening platform cooperation with brands in different industries[28]. - The Group is focusing on controlling expenditures and enhancing operational efficiency to maintain profitability amid market downturns[35]. - The Group is actively managing outstanding trade receivables and strengthening financial risk management[36]. - The Group plans to adjust its marketing strategy by reducing traditional promotions and enhancing cooperation with retail and food and beverage platforms to boost brand awareness[92]. - The Group will adopt a prudent operating strategy to broaden income sources and reduce expenses amid economic uncertainties and a sluggish wine market[93]. Regional Performance - Sales revenue from the Eastern Region more than doubled year-on-year, making it the Group's largest market[32]. - Revenue from the South-West Region saw nearly 90% year-on-year growth, indicating strong consumer demand[32]. - Revenue from the Eastern Region market amounted to RMB 81,555,000, representing a year-on-year increase of approximately 106.0%, making it the largest contributor to the Group's total revenue at 43.1%[74][79]. - Revenue from the South-West Region increased by approximately 88.9% year-on-year to RMB 46,877,000, accounting for 24.8% of total revenue[75]. Management and Governance - Mr. Zhu Minghui was appointed as a non-executive Director on 31 August 2022, holding a Bachelor degree in Finance and Economics from Bryant University[106]. - Dr. Cheng Vincent, appointed as an independent non-executive Director on 17 November 2018, has extensive experience in finance and accountancy, including roles in various companies listed on the Stock Exchange[112]. - The board comprises three independent non-executive directors, ensuring high standards of corporate governance[168]. - All independent non-executive directors were confirmed as independent during the year[168]. - The company has a substantial shareholder, Up Mount International Limited, which is 49% owned by Sky Source International Investments Limited[107]. Employee and Shareholder Information - As of December 31, 2023, the Group employed a workforce of 249, a decrease from 263 in 2022[200]. - The total salaries and related costs for the year amounted to approximately RMB 17,980,000, compared to RMB 18,059,000 in 2022[200]. - The Company has adopted a share option scheme to motivate employees and reward their performance[199]. - The 2023 Share Option Scheme allows the company to grant a maximum of 29,405,480 share options to eligible participants[145]. - The Company's reserves available for distribution as of December 31, 2023, amounted to approximately RMB 123,446,000, a decrease from RMB 127,594,000 in 2022[162].