長城天下控股有限公司（「本公司」）董事（「董事」）會（「董事會」）宣佈，謹定於二零 二五年八月二十一日（星期四）假座香港銅鑼灣新寧道1號利園三期19樓1903室舉行 董事會會議，藉以（其中包括）考慮及批准本公司及其附屬公司截至二零二五年六月 三十日止六個月之未經審核中期業績，以及考慮派發中期股息（如有）。 承董事會命 長城天下控股有限公司 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告的內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示概不就因本公告全部或任何部 分內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 Great Wall Terroir Holdings Limited 長城天下控股有限公司 （股份代號：524） （於百慕達註冊成立之有限公司） 董事會會議通知 香港，二零二五年八月七日 於本公告日期，董事會包括兩名執行董事張少輝先生（主席）及許振威先生，以及三 名獨立非執行董事方偉豪先生、周曉東先生及董建美女士。 主席兼執行董事 張少輝 ...

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: 長城天下控股有限公司 呈交日期: 2025年8月4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) | 00524 | 說明 | 普通股 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 1,200,000,000 | HKD | | 0.1 | HKD | | 120,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | 0 | | 本月底結存 | | | 1,200,000,000 | HKD | | 0.1 | HKD | | 120,000,000 | 本月底法 ...

Financial Performance - Revenue for the fiscal year 2024 was HKD 81,212,000, a decrease of 8.3% from HKD 89,075,000 in 2023[6]. - The net loss for the fiscal year 2024 was HKD 25,650,000, improved from a loss of HKD 35,253,000 in 2023, representing a reduction of 27.3%[6]. - The net asset value decreased significantly to HKD 1,039,000 from HKD 27,584,000 in the previous year, indicating a decline of 96.2%[10]. - Cash and bank balances were reported at HKD 5,848,000, down from HKD 6,121,000 in 2023, a decrease of 4.5%[10]. - Overall revenue decreased by approximately 8.9% from about HKD 89,100,000 to about HKD 81,200,000[18]. - Loss attributable to owners decreased by approximately 27.2% from about HKD 35,300,000 to about HKD 25,700,000[18]. - The group's gross profit slightly increased by about 2.0% from approximately HKD 5,100,000 to about HKD 5,200,000, with the overall gross profit margin rising from about 5.7% to approximately 6.4%[27]. - The group's financial expenses increased by approximately HKD 1,400,000 from about HKD 500,000 to approximately HKD 1,900,000, mainly due to increased interest on loans from a director[29]. - The debt-to-asset ratio rose to approximately 3,655.6% as of December 31, 2024, compared to about 53.3% in 2023, primarily due to an increase in loans from a director and operating losses[33]. Revenue Sources - Revenue from China increased by approximately 27.1% from about HKD 19,200,000 to about HKD 24,400,000[17]. - Revenue from Singapore rose by approximately 11.5% from about HKD 48,000,000 to about HKD 53,500,000[17]. - Telecommunications business revenue decreased by approximately 9.0% from about HKD 86,700,000 to about HKD 78,900,000[19]. - GPS service revenue increased by approximately 27.1% from about HKD 19,200,000 to about HKD 24,400,000[19]. - IT services revenue decreased by approximately 50.0% from about HKD 1,000,000 to about HKD 500,000[20]. - Revenue from the wine e-commerce platform Winestry was approximately HKD 500,000, with over 540 stock-keeping units available[21]. Strategic Initiatives - The company is diversifying its telecommunications revenue base by expanding GPS services in China, which is expected to stabilize revenue streams[12]. - A new IT service related to software development for corporate clients is anticipated to start generating revenue in Q1 2025[13]. - The company aims to enhance service quality and operational efficiency to achieve sustainable growth and long-term profitability[13]. - The company plans to expand its existing IT business in China, focusing on software development and application services to meet the growing demand for IT services[25]. Market Conditions - The telecommunications market in Hong Kong and Singapore remains highly competitive, impacting the company's performance[16]. - The overall economic environment remains challenging, with rising unemployment and inflation pressures affecting business operations[16]. - IMF forecasts global GDP growth of approximately 3.3% for 2025, with various regional growth predictions reflecting economic uncertainties[24]. Corporate Governance - The company has not appointed a CEO since the resignation of Ms. Li Bing on November 9, 2020, and Mr. Zhang has been serving as both Chairman and Acting CEO since March 2, 2021[46]. - Mr. Zhang's dual role is believed to provide strong leadership and enhance the effectiveness and efficiency of business decision-making and strategy execution[46]. - The company is committed to maintaining high levels of corporate governance and prioritizing shareholder interests[46]. - The board will continue to review the current management structure and will nominate suitable candidates for the roles of Chairman and CEO when identified[46]. - The company aims to enhance long-term shareholder value through effective governance practices[46]. - The board believes that the current structure aligns with the best interests of the company and its shareholders at this stage[46]. - The company has adopted the standard code of conduct for securities trading as per the listing rules, ensuring compliance among all directors[47]. - The company has a commitment to transparency and has taken steps to address any compliance issues promptly[47]. Board Composition and Meetings - The board consists of two executive directors and three independent non-executive directors, with a focus on diversity and skill balance[52]. - As of December 31, 2024, the board includes five directors, one of whom is female, aligning with diversity regulations[54]. - The board held six meetings during the year, ensuring informed decision-making through adequate information provision[57]. - The Audit Committee held two meetings this year, reviewing the financial performance for the year ending December 31, 2023, and the interim results for the six months ending June 30, 2024[66]. - The Remuneration Committee conducted three meetings this year, approving the remuneration budget for the board of directors[69]. - The Nomination Committee held two meetings this year, assessing the independence of independent non-executive directors and reviewing the board's structure and composition[72]. Risk Management and Internal Controls - The board is responsible for maintaining the internal control system and risk management, ensuring reasonable assurance against material misstatements or losses[101]. - The internal control system aims to achieve operational efficiency, reliable financial reporting, and compliance with applicable laws and regulations[102]. - The risk management system includes identifying risks, assessing their likelihood and impact, and managing responses to ensure effective communication with the board[103]. - No significant risks were identified during the annual risk assessment, except for previously disclosed non-compliance with listing rules[101]. - The board believes that the risk management and internal control system is effective and sufficient, and will continue to review its effectiveness regularly[106]. Environmental, Social, and Governance (ESG) Initiatives - The company has established an ESG policy to ensure compliance with applicable laws and to integrate ESG considerations into business decision-making[111]. - The ESG report covers the group's performance in environmental and social aspects across major operations in Hong Kong, Singapore, and China[108]. - The board is committed to high standards of ESG performance and regularly reviews progress towards achieving ESG-related goals[111]. - The company reported a total greenhouse gas emissions of 22.76 tons of CO2 equivalent for the year, an increase of 17.6% compared to 19.35 tons in the previous year[126][128]. - The company has successfully implemented all applicable mandatory measures for the Hong Kong Green Organization Certification and reported related achievements[118]. - The company has maintained its commitment to reducing waste, achieving the "Waste Reduction Certificate - Excellence Level" for ten consecutive years[115]. - The group has implemented various energy efficiency measures to reduce electricity consumption, including encouraging employees to turn off lights and equipment when not in use[150]. Employee Relations and Compliance - The company has maintained compliance with all relevant employment and labor laws, with no significant non-compliance issues reported this year[164]. - Employee benefits include competitive salaries, medical and dental allowances, and paid maternity leave, aimed at attracting and retaining talent[162]. - The company has implemented a two-way communication policy, allowing employees to express concerns and communicate with management through various channels[161]. - The company has not reported any health and safety compliance issues in the past three years, ensuring a safe working environment[177]. - The company conducts objective assessments of employee performance to inform promotions and salary adjustments, ensuring fairness in employment practices[162]. - The company has established a fair recruitment and promotion policy, strictly prohibiting discrimination and harassment in the workplace[162].

Financial Performance - The group's revenue for the year ended December 31, 2024, was approximately HKD 81,200,000, a decrease of about 8.9% compared to HKD 89,100,000 for the year ended December 31, 2023[3] - The loss attributable to the company's owners for the year ended December 31, 2024, was approximately HKD 25,700,000, a reduction of about 27.2% from HKD 35,300,000 for the year ended December 31, 2023[3] - The total comprehensive loss for the year was HKD 26,545,000, compared to HKD 35,283,000 in the previous year[6] - The group's gross profit for the year was HKD 5,169,000, slightly up from HKD 5,063,000 in the previous year[5] - The overall revenue for the group decreased to HKD 81,212,000 in 2024 from HKD 89,075,000 in 2023, indicating a decrease of approximately 8.8%[20] - The company reported a basic and diluted loss per share of HKD 13.0 for the year ended December 31, 2024, compared to HKD 17.9 in the previous year[5] - Basic loss per share for 2024 was HKD 0.13, based on a loss attributable to owners of approximately HKD 25,650,000, compared to HKD 35,253,000 in 2023[33] - The group reported a net loss of HKD 5,340,000 for the year, an improvement from a loss of HKD 7,986,000 in the previous year[28] Revenue Breakdown - The total revenue for the telecommunications services segment decreased to HKD 78,871,000 in 2024 from HKD 86,683,000 in 2023, representing a decline of approximately 9.3%[20] - The total revenue for the information technology business segment decreased to HKD 997,000 in 2024 from HKD 1,048,000 in 2023, reflecting a decline of about 4.9%[20] - Revenue from China increased significantly by approximately 27.1% from about HKD 19,200,000 to about HKD 24,400,000[45] - Revenue from Singapore rose by approximately 11.5% from about HKD 48,000,000 to about HKD 53,500,000[47] - Revenue from Hong Kong plummeted by approximately 84.9% from about HKD 21,900,000 to about HKD 3,300,000[47] - Telecommunications business revenue decreased by approximately 9.0% from about HKD 86,700,000 to about HKD 78,900,000[50] - GPS service revenue increased by approximately 27.1% from about HKD 19,200,000 to about HKD 24,400,000[50] - IT services revenue dropped by approximately 50.0% from about HKD 1,000,000 to about HKD 500,000[52] Assets and Liabilities - The group's total assets less current liabilities amounted to HKD 4,387,000 as of December 31, 2024, down from HKD 33,000,000 in the previous year[9] - The company's current liabilities exceeded current assets by HKD 42,949,000 as of December 31, 2024[8] - The total assets of the group decreased to HKD 67,082,000 in 2024 from HKD 73,614,000 in 2023, a reduction of approximately 8.9%[24] - The total liabilities of the group increased to HKD (66,043,000) in 2024 from HKD (46,030,000) in 2023, representing an increase of about 43.5%[24] - The debt-to-asset ratio increased to approximately 3,655.6% as of December 31, 2024, compared to about 53.3% in the previous year, primarily due to an increase in loans from a director and operating losses[69] Operational Strategies - The company plans to enhance measures to improve operational funding and cash flow, including close monitoring of administrative expenses and operating costs[14] - The company is seeking additional financial support, including loans or issuing additional equity or bonds[14] - The group aims to enhance operational efficiency and shareholder value through targeted measures and prudent strategies in response to expected business growth[59] - The group plans to allocate resources to establish a base for providing IT services in China, anticipating rapid growth in demand for related services[60] Dividends and Shareholder Information - The board did not recommend the payment of a final dividend for the year ended December 31, 2024[3] - The company did not recommend any dividends for the years ending December 31, 2024, and 2023[32] - The board of directors includes two executive directors and three independent non-executive directors[95] Employee and Operational Costs - The total employee cost for the year was approximately HKD 13,600,000, down from approximately HKD 14,500,000 in 2023, with 26 employees hired as of December 31, 2024, compared to 28 in the previous year[76] - The pre-tax loss for the year was impacted by total employee costs of HKD 13,610,000, down from HKD 14,499,000 in the previous year[30] Financial Reporting Standards - The group has applied new Hong Kong Financial Reporting Standards, which did not have a significant impact on the financial position and performance for the current and prior years[15] - The group is currently assessing the detailed impact of the new Hong Kong Financial Reporting Standard No. 18 on its consolidated financial statements[18] - The group has not early adopted any new Hong Kong Financial Reporting Standards that have been issued but are not yet effective[16]

Great Wall Terroir 長 域 天 下 Great Wall Terroir Holdings Limited 長城天下控股有限公司 您移讀成之攔公司 t8ftx : z p // 中期報告 2024 減廢證書 WastewiSe —Certificate los FSC 目錄 目錄 公司資料 | --- | |------------------------------| | | | 簡明綜合損益表 | | 簡明綜合損益及其他全面收益表 | | 簡明綜合財務狀況表 | | 簡明綜合權益變動表 | | 簡明綜合現金流量表 | | 簡明綜合財務報表附註 | | 業務回顧及前景 | | 財務回顧 | | 附加資料 | 2 3 4 5 6 7 8 20 23 25 01 長城天下控股有限公司 二零二四年中期報告 公司資料 公司資料 | --- | --- | |------------------------------------------------|------------------------------------------------------------------------- ...

[Company Information](index=3&type=section&id=Company%20Information) This chapter discloses Great Wall Worldwide Holdings Limited's registration, board, auditors, legal advisors, bankers, stock code, and contact information [Company Basic Information](index=3&type=section&id=Company%20Basic%20Information) This section details the company's registration, board members, company secretary, auditors, legal advisors, principal bankers, stock code, and contact information - The Board of Directors includes Executive Directors Mr. Cheung Siu Fai (Chairman and Acting Chief Executive Officer) and Mr. Hui Chun Wai, and Independent Non-executive Directors Mr. Fong Wai Ho, Mr. Chow Hiu Tung, and Ms. Cheung Sze Man[7](index=7&type=chunk) - The company's registered office is in Bermuda, with its principal place of business in Hong Kong at Lippo Centre, Admiralty, Hong Kong[7](index=7&type=chunk) - The company's stock code is **524**, and its website is www.gwt.hk[7](index=7&type=chunk) [Condensed Consolidated Statement of Profit or Loss](index=4&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss) For the six months ended June 30, 2024, total revenue decreased by 11.40%, gross profit increased by 10.58%, and loss attributable to owners narrowed by 18.49% [Profit or Loss Overview](index=4&type=section&id=Profit%20or%20Loss%20Overview) This section provides a summary of the company's profit or loss performance for the six months ended June 30, 2024, compared to the prior period Key Financial Indicators (For the six months ended June 30) | Metric | 2024 (HK$ thousand) | 2023 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Total Revenue | 36,911 | 41,659 | -11.40% | | Gross Profit | 2,624 | 2,373 | +10.58% | | Loss Before Tax | (10,414) | (12,794) | -18.59% | | Loss Attributable to Owners of the Company for the Period | (10,506) | (12,893) | -18.49% | | Basic Loss Per Share (HK cents) | (5.3) | (6.5) | -18.46% | - The company's loss for the period narrowed, primarily due to a reduction in loss before tax[10](index=10&type=chunk) [Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=5&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the six months ended June 30, 2024, loss for the period narrowed, but other comprehensive expenses rose, leading to a 15.70% decrease in total comprehensive expense attributable to owners [Comprehensive Income Overview](index=5&type=section&id=Comprehensive%20Income%20Overview) This section summarizes the company's comprehensive income for the six months ended June 30, 2024, highlighting changes in loss and other comprehensive expenses Total Comprehensive Expense for the Period (For the six months ended June 30) | Metric | 2024 (HK$ thousand) | 2023 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Loss for the Period | (10,506) | (12,893) | -18.49% | | Other Comprehensive (Expense) Income for the Period | (385) | (23) | +1573.91% (expense increase) | | Total Comprehensive Expense Attributable to Owners of the Company for the Period | (10,891) | (12,916) | -15.70% | - The net change in revaluation reserve for investments designated at fair value through other comprehensive income, amounting to **(394) HK$ thousand** (compared to zero in the prior period), was the primary reason for the increase in other comprehensive expenses[13](index=13&type=chunk) [Condensed Consolidated Statement of Financial Position](index=6&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2024, non-current assets grew slightly, but current assets and net assets declined, with a significant increase in current liabilities expanding net current liabilities [Financial Position Overview](index=6&type=section&id=Financial%20Position%20Overview) This section provides an overview of the company's financial position as of June 30, 2024, detailing changes in assets, liabilities, and equity Key Financial Position (As of June 30) | Metric | 2024 (HK$ thousand) | December 31, 2023 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Non-current Assets | 54,984 | 52,540 | +4.65% | | Current Assets | 17,178 | 21,074 | -18.50% | | Current Liabilities | 50,480 | 40,614 | +24.29% | | Net Current Liabilities | (33,302) | (19,540) | +70.43% (liabilities expanded) | | Net Assets | 16,693 | 27,584 | -39.59% | - Right-of-use assets increased from zero to **HK$1,721 thousand**, while investment properties remained unchanged at **HK$49,800 thousand**[16](index=16&type=chunk) - Trade and other receivables decreased from **HK$13,189 thousand** to **HK$8,777 thousand**[16](index=16&type=chunk) [Condensed Consolidated Statement of Changes in Equity](index=7&type=section&id=Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) For the six months ended June 30, 2024, total equity decreased from HK$27,584 thousand to HK$16,693 thousand, driven by the period's loss and negative investment revaluation reserve changes [Equity Changes Overview](index=7&type=section&id=Equity%20Changes%20Overview) This section outlines the changes in the company's total equity for the six months ended June 30, 2024, detailing the contributing factors Total Equity Changes (As of June 30) | Metric | January 1, 2024 (HK$ thousand) | June 30, 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Total Equity | 27,584 | 16,693 | -39.59% | - Accumulated losses increased from **(HK$431,056) thousand** to **(HK$441,423) thousand**, reflecting a loss for the period of **HK$10,506 thousand**[19](index=19&type=chunk) - Investment revaluation reserve (not reclassified) further decreased from **(HK$5,913) thousand** to **(HK$6,446) thousand**[19](index=19&type=chunk) [Condensed Consolidated Statement of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) For the six months ended June 30, 2024, net cash used in operations decreased, investing cash outflow reduced, and financing cash inflow increased, leading to a net increase in cash and cash equivalents [Cash Flow Overview](index=8&type=section&id=Cash%20Flow%20Overview) This section provides an overview of the company's cash flows for the six months ended June 30, 2024, categorizing them into operating, investing, and financing activities Key Cash Flows (For the six months ended June 30) | Metric | 2024 (HK$ thousand) | 2023 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Net Cash Used in Operating Activities | (10,110) | (13,551) | -25.39% (outflow decreased) | | Net Cash (Used in) Generated from Investing Activities | (13) | 8,965 | -100.14% (from inflow to outflow) | | Net Cash Generated from (Used in) Financing Activities | 10,635 | (1,116) | +1052.78% (from outflow to inflow) | | Net Increase (Decrease) in Cash and Cash Equivalents | 512 | (5,702) | +108.98% (from decrease to increase) | | Bank Balances and Cash (End of Period) | 6,565 | 12,265 | -46.50% | - Cash inflow from financing activities primarily resulted from a loan raised from a director amounting to **HK$13,400 thousand**[22](index=22&type=chunk) [Notes to the Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed notes on the basis of preparation, accounting policies, segment information, and other financial details of the condensed consolidated financial statements [1. General Information](index=9&type=section&id=1.%20General%20Information) This note introduces the company's place of incorporation, listing location, principal business (investment holding), and the review status and presentation currency of the interim financial statements - The company is an exempted company incorporated in Bermuda, with its ordinary shares listed on The Stock Exchange of Hong Kong Limited, and its principal business is investment holding[23](index=23&type=chunk) - The interim financial statements are unaudited but have been reviewed by the company's audit committee[23](index=23&type=chunk) [2. Basis of Preparation and Accounting Policies](index=9&type=section&id=2.%20Basis%20of%20Preparation%20and%20Accounting%20Policies) This note clarifies that the interim financial statements are prepared in accordance with HKAS 34 and the Listing Rules, applying consistent accounting policies with the 2023 annual financial statements. Newly adopted standards had no significant impact, and the company prepares statements on a going concern basis - The interim financial statements are prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" and the applicable disclosure requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited[23](index=23&type=chunk) - The application of amendments to Hong Kong Financial Reporting Standards during the period had no significant impact on the group's financial position and performance for the current and prior periods[23](index=23&type=chunk) - Despite a net loss of approximately **HK$10,506 thousand** and net current liabilities of approximately **HK$33,302 thousand** for the period, the directors believe the group has sufficient financial resources for future operations, thus preparing the financial statements on a going concern basis[24](index=24&type=chunk) [3. Revenue and Segment Information](index=10&type=section&id=3.%20Revenue%20and%20Segment%20Information) This note details the company's revenue and results by business segment (telecommunications services, information technology business, property investment) and geographical region (Hong Kong, Singapore, China). Telecommunications services remain the main revenue source but declined, IT business revenue also decreased, while property investment revenue was stable, and China's revenue contribution significantly grew [3. (a) By Business Segment](index=11&type=section&id=3.%20%28a%29%20By%20Business%20Segment) This section reports the revenue and segment results for the three business segments: telecommunications services, information technology business, and property investment. Revenue and segment results for telecommunications and IT businesses decreased, while property investment revenue was stable and contributed positive results Revenue by Business Segment (For the six months ended June 30) | Business Segment | 2024 (HK$ thousand) | 2023 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Telecommunications Services | 35,778 | 40,292 | -11.21% | | Information Technology Business | 461 | 695 | -33.67% | | Property Investment | 672 | 672 | 0.00% | | **Total** | **36,911** | **41,659** | **-11.40%** | Segment Results by Business Segment (For the six months ended June 30) | Business Segment | 2024 (HK$ thousand) | 2023 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Telecommunications Services | (1,048) | (2,676) | -60.84% (loss narrowed) | | Information Technology Business | (2,642) | (2,426) | +8.90% (loss widened) | | Property Investment | 667 | 664 | +0.45% | - Total consolidated assets decreased from **HK$73,614 thousand** as of December 31, 2023, to **HK$72,162 thousand** as of June 30, 2024, while total consolidated liabilities increased from **(HK$46,030) thousand** to **(HK$55,469) thousand**[29](index=29&type=chunk) [3. (b) By Geographical Information](index=12&type=section&id=3.%20%28b%29%20By%20Geographical%20Information) This section discloses the company's revenue contribution from its three main geographical regions: Hong Kong, Singapore, and China. Hong Kong revenue significantly decreased, Singapore remained stable, and China's revenue grew substantially Revenue by Geographical Region (For the six months ended June 30) | Geographical Region | 2024 (HK$ thousand) | 2023 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Hong Kong | 1,651 | 14,467 | -88.58% | | Singapore | 22,529 | 22,214 | +1.42% | | China | 12,731 | 4,978 | +155.75% | | **Total** | **36,911** | **41,659** | **-11.40%** | - Non-current assets are primarily concentrated in Hong Kong, amounting to **HK$52,588 thousand** as of June 30, 2024[31](index=31&type=chunk) [4. Other Income, Gains and Losses](index=12&type=section&id=4.%20Other%20Income,%20Gains%20and%20Losses) Net other income, gains, and losses for the period amounted to HK$95 thousand, a significant decrease from HK$287 thousand in the prior period, mainly due to reduced bank interest income and government grants Other Income, Gains and Losses (For the six months ended June 30) | Metric | 2024 (HK$ thousand) | 2023 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Bank Interest Income | 4 | 147 | -97.28% | | Government Grants | 59 | 91 | -35.16% | | Miscellaneous Income | 32 | 44 | -27.27% | | **Total** | **95** | **287** | **-66.90%** | - Total other income, gains, and losses significantly decreased, primarily impacted by a **HK$143 thousand** reduction in bank interest income[32](index=32&type=chunk) [5. Loss Before Tax](index=13&type=section&id=5.%20Loss%20Before%20Tax) This note details the components of loss before tax, including finance costs, staff costs, and depreciation. Loss before tax for the period was HK$10,414 thousand, narrowing from HK$12,794 thousand in the prior period [5. (a) Finance Costs](index=13&type=section&id=5.%20%28a%29%20Finance%20Costs) Finance costs significantly increased from HK$166 thousand in 2023 to HK$657 thousand in 2024, mainly due to new interest expenses from a director's loan and other borrowings Finance Costs (For the six months ended June 30) | Metric | 2024 (HK$ thousand) | 2023 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Interest Expense on Lease Liabilities | 250 | 166 | +50.60% | | Interest Expense on Loan from a Director | 244 | – | N/A (newly added) | | Interest Expense on Borrowings | 163 | – | N/A (newly added) | | **Total** | **657** | **166** | **+295.78%** | - Finance costs significantly increased, primarily due to the newly added interest expense on a loan from a director of **HK$244 thousand** and interest expense on borrowings of **HK$163 thousand** during the period[33](index=33&type=chunk) [5. (b) Other Items](index=13&type=section&id=5.%20%28b%29%20Other%20Items) Total staff costs remained stable, depreciation expenses increased, while cost of services and cost of inventories sold decreased Other Items (For the six months ended June 30) | Metric | 2024 (HK$ thousand) | 2023 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Total Staff Costs | 6,949 | 6,935 | +0.20% | | Depreciation of Property, Plant and Equipment | 48 | 12 | +300.00% | | Depreciation of Right-of-use Assets | 574 | 507 | +13.21% | | Cost of Services (included in cost of sales) | 34,275 | 39,286 | -12.80% | - Total staff costs remained stable, while depreciation of property, plant and equipment significantly increased[33](index=33&type=chunk) [6. Taxation](index=13&type=section&id=6.%20Taxation) This note discloses the income tax expense for the period, which was HK$92 thousand, primarily comprising Hong Kong Profits Tax, Singapore corporate income tax, and China corporate income tax, with unchanged tax rates Current Tax (For the six months ended June 30) | Metric | 2024 (HK$ thousand) | 2023 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Hong Kong Profits Tax | (92) | (99) | -7.07% | - Hong Kong Profits Tax is calculated at **16.5%**, Singapore corporate income tax at **17%**, and China corporate income tax at **25%**, with all tax rates remaining unchanged[35](index=35&type=chunk) [7. Interim Dividend](index=14&type=section&id=7.%20Interim%20Dividend) The Board of Directors does not recommend the payment of any dividend for the current period or the corresponding prior period - The Board of Directors does not recommend the payment of a dividend for the six months ended June 30, 2024, and 2023[35](index=35&type=chunk) [8. Loss Per Share](index=14&type=section&id=8.%20Loss%20Per%20Share) Basic loss per share for the period was 5.3 HK cents, narrowing from 6.5 HK cents in the prior period. Diluted loss per share is the same as basic loss per share due to the absence of dilutive potential ordinary shares Loss Per Share (For the six months ended June 30) | Metric | 2024 (HK cents) | 2023 (HK cents) | Change | | :--- | :--- | :--- | :--- | | Basic and Diluted Loss Per Share | (5.3) | (6.5) | -18.46% | - There were no dilutive potential ordinary shares in issue during the current and prior periods, thus diluted loss per share is the same as basic loss per share[35](index=35&type=chunk) [9. Investment Property](index=14&type=section&id=9.%20Investment%20Property) The fair value of investment property remained at HK$49,800 thousand as of June 30, 2024, consistent with December 31, 2023, with no fair value changes recognized in profit or loss for the period. The property is classified under Level 3 of the fair value hierarchy Fair Value of Investment Property | Metric | June 30, 2024 (HK$ thousand) | December 31, 2023 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Balance at End of Period/Year | 49,800 | 49,800 | 0.00% | - No changes in the fair value of investment property were recognized in profit or loss during the period[37](index=37&type=chunk) - The investment property is classified under Level 3 of the fair value hierarchy[37](index=37&type=chunk) [10. Trade and Other Receivables](index=15&type=section&id=10.%20Trade%20and%20Other%20Receivables) Total trade and other receivables decreased from HK$13,961 thousand as of December 31, 2023, to HK$9,547 thousand as of June 30, 2024, primarily due to a reduction in trade receivables from customer contracts Total Trade and Other Receivables | Metric | June 30, 2024 (HK$ thousand) | December 31, 2023 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Total Trade and Other Receivables | 9,547 | 13,961 | -31.63% | | Trade Receivables from Contracts with Customers (net of loss allowance) | 6,706 | 10,686 | -37.24% | - Trade receivables less than one month decreased from **HK$3,796 thousand** to **HK$2,407 thousand**, and those over twelve months decreased from **HK$389 thousand** to **HK$300 thousand**[39](index=39&type=chunk) [11. Pledged Bank Deposits](index=16&type=section&id=11.%20Pledged%20Bank%20Deposits) Pledged bank deposits slightly decreased, primarily used to secure bank guarantees for operational needs with suppliers Pledged Bank Deposits | Metric | June 30, 2024 (HK$ thousand) | December 31, 2023 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Pledged Bank Deposits | 158 | 161 | -1.86% | - The group has provided bank guarantees of approximately **HK$154 thousand** to suppliers to meet operational needs[40](index=40&type=chunk) [12. Trade and Other Payables](index=16&type=section&id=12.%20Trade%20and%20Other%20Payables) Total trade and other payables significantly increased from HK$28,551 thousand as of December 31, 2023, to HK$37,896 thousand as of June 30, 2024, mainly due to a new loan from a director Total Trade and Other Payables | Metric | June 30, 2024 (HK$ thousand) | December 31, 2023 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Total Trade and Other Payables | 37,896 | 28,551 | +32.73% | | Loan from a Director | 13,400 | – | N/A (newly added) | - A new loan from a director of **HK$13,400 thousand** is unsecured, unguaranteed, bears interest at **9.8%** per annum, and is repayable on demand[43](index=43&type=chunk) - Trade payables less than one month decreased from **HK$3,454 thousand** to **HK$2,329 thousand**[42](index=42&type=chunk) [13. Share Capital](index=17&type=section&id=13.%20Share%20Capital) The company's authorised and issued and fully paid share capital remained stable after the share consolidation, with a par value of HK$0.1 per share and 196,927,500 ordinary shares in issue Share Capital Information | Metric | June 30, 2024 | December 31, 2023 | | :--- | :--- | :--- | | Authorised Share Capital (Number of Shares) | 1,200,000,000 | 1,200,000,000 | | Authorised Share Capital (Amount, HK$ thousand) | 120,000 | 120,000 | | Issued and Fully Paid Share Capital (Number of Shares) | 196,927,500 | 196,927,500 | | Issued and Fully Paid Share Capital (Amount, HK$ thousand) | 19,693 | 19,693 | - The share consolidation (ten shares into one) became effective on June 9, 2023[44](index=44&type=chunk) [14. Related Party Transactions](index=18&type=section&id=14.%20Related%20Party%20Transactions) During the period, new interest expense of HK$244 thousand arose from a loan with a director, details of which are disclosed in Note 12(b) Related Party Transactions (For the six months ended June 30) | Nature of Transaction | 2024 (HK$ thousand) | 2023 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Interest Expense on Loan from a Director | 244 | – | N/A (newly added) | - Details of related party balances are set out in Note 12(b) to the interim financial statements[45](index=45&type=chunk) [15. Fair Value Measurement](index=18&type=section&id=15.%20Fair%20Value%20Measurement) This note discloses the fair value measurement of financial instruments, including equity investments designated at fair value through other comprehensive income and financial assets at fair value through profit or loss. The period saw derecognition of unlisted equity securities and recognition of new shares, resulting in a gain of HK$889 thousand [15. (a) Assets Measured at Fair Value](index=19&type=section&id=15.%20%28a%29%20Assets%20Measured%20at%20Fair%20Value) This section details financial assets measured at fair value, including equity investments listed outside Hong Kong and unlisted equity securities, classified by fair value hierarchy levels (Level 1 and Level 3) Assets Measured at Fair Value (June 30, 2024) | Asset Class | Fair Value (HK$ thousand) | Fair Value Hierarchy Level | | :--- | :--- | :--- | | Equity Investments Listed Outside Hong Kong | 701 | Level 1 | | Unlisted Equity Securities | 1,681 | Level 3 | | Equity Investments Listed in Hong Kong | 11 | Level 1 | - During the period and for the year ended December 31, 2023, there were no transfers between Level 1 and Level 2 fair value measurements, nor any transfers into or out of Level 3 fair value measurements[47](index=47&type=chunk) [15. (b) Reconciliation of Level 3 Fair Value Measurements](index=20&type=section&id=15.%20%28b%29%20Reconciliation%20of%20Level%203%20Fair%20Value%20Measurements) This section discloses the changes in Level 3 fair value measurements, primarily involving the derecognition of unlisted equity securities and total losses Reconciliation of Level 3 Fair Value Measurements (HK$ thousand) | Metric | Amount | | :--- | :--- | | As at December 31, 2023 and January 1, 2024 | 1,887 | | Derecognition | (199) | | Total loss: in other comprehensive expense | (7) | | As at June 30, 2024 | 1,681 | - During the period, unlisted equity securities were derecognized, and new shares were recognized, resulting in a gain of approximately **HK$889 thousand** from the derecognition of investments designated at fair value through other comprehensive income recognized in profit or loss[53](index=53&type=chunk) [15. (c) Financial Assets and Liabilities Carried at Amortised Cost](index=20&type=section&id=15.%20%28c%29%20Financial%20Assets%20and%20Liabilities%20Carried%20at%20Amortised%20Cost) As of June 30, 2024, and December 31, 2023, there were no significant differences between the carrying amounts and fair values of financial assets and liabilities carried at amortised cost - As of June 30, 2024, and December 31, 2023, there were no significant differences between the carrying amounts and fair values of the group's financial assets and liabilities carried at amortised cost[53](index=53&type=chunk) [Business Review and Prospects](index=21&type=section&id=Business%20Review%20and%20Prospects) This chapter reviews H1 2024 business performance, highlighting challenges and opportunities across telecommunications, IT, and investment property segments, and outlines future strategies [Overview](index=21&type=section&id=Overview) This section provides an overview of the global economic challenges in the first half of 2024 and the company's overall financial performance - The global economy faced challenges in the first half of 2024, including rising inflation, interest rate cut expectations, and geopolitical tensions[55](index=55&type=chunk) Key Financial Performance (For the six months ended June 30) | Metric | 2024 (HK$ thousand) | 2023 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Revenue | 36,900 | 41,700 | -11.5% | | Loss Attributable to Owners of the Company | 10,500 | 12,900 | -18.6% | [Telecommunications Business](index=22&type=section&id=Telecommunications%20Business) Telecommunications business revenue decreased by 11.2% year-on-year to HK$35,800 thousand, mainly due to a decline in retail and wholesale voice telecommunications services. However, GPS services revenue significantly grew by 154.0% to HK$12,700 thousand, becoming a new growth highlight Telecommunications Business Revenue (For the six months ended June 30) | Metric | 2024 (HK$ thousand) | 2023 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Telecommunications Business Revenue | 35,800 | 40,300 | -11.2% | | GPS Services Revenue | 12,700 | 5,000 | +154.0% | - The decrease in telecommunications business revenue primarily stemmed from a reduction in revenue from the retail and wholesale voice telecommunications services segment[57](index=57&type=chunk) - The significant increase in GPS services revenue was mainly due to a full six months of revenue in the current period compared to only three months in the prior period, as well as an increase in new customer orders[57](index=57&type=chunk) [Information Technology Business](index=22&type=section&id=Information%20Technology%20Business) Information technology services revenue decreased by 28.6% to HK$500 thousand, and e-shop transformation contract deposits also significantly declined. The company is actively expanding its wine e-commerce platform, Winestry, which has been in trial operation for over a year Information Technology Business Revenue (For the six months ended June 30) | Metric | 2024 (HK$ thousand) | 2023 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Information Technology Services Revenue | 500 | 700 | -28.6% | | E-shop Transformation Contract Revenue | 100 | 400 | -75.0% | - The wine e-commerce platform, Winestry, has been in trial operation for over a year, featuring over **1,400** stock-keeping units[58](index=58&type=chunk) [Investment Property](index=23&type=section&id=Investment%20Property) Rental income from investment property remained stable at HK$700 thousand, and its fair value stayed at HK$49,800 thousand. The company expects this property to generate stable income and long-term capital appreciation Investment Property Rental Income and Fair Value | Metric | 2024 (HK$ thousand) | 2023 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Rental Income | 700 | 700 | 0.00% | | Fair Value (End of Period) | 49,800 | 49,800 | 0.00% | - The property is expected to generate stable income in the future, and the group will also benefit from its long-term capital appreciation[59](index=59&type=chunk) [Prospects](index=23&type=section&id=Prospects) Looking ahead to the second half of 2024, global economic growth is expected to slow, but macro-financial risks have receded. The company will continue to adopt a prudent strategy, enhance operational efficiency, leverage its cost structure and capital investments for business growth, and actively seek new services and opportunities for diversification - Economic growth in most countries is expected to slow in the second half of 2024, but overall macro-financial stability risks have receded[59](index=59&type=chunk) - The company will adhere to its business decisions, adopt a prudent strategy, implement targeted measures to enhance operational efficiency, and utilize its cost structure and capital investments to achieve anticipated business growth[59](index=59&type=chunk) - The telecommunications business will continue to seek new services to complement its existing product portfolio, aiming to create balanced revenue streams; the information technology business will leverage its existing technical expertise to seize opportunities from growing industry demand and actively identify new business opportunities to strengthen business diversification[59](index=59&type=chunk)[60](index=60&type=chunk) [Financial Review](index=24&type=section&id=Financial%20Review) This chapter reviews revenue, results, capital structure, liquidity, funding, foreign exchange risk, capital commitments, contingent liabilities, and material acquisitions/disposals [Revenue and Results](index=24&type=section&id=Revenue%20and%20Results) Revenue decreased by 11.5% year-on-year, primarily due to declines in telecommunications (voice telecommunications services) and information technology business revenue, partially offset by GPS services. Gross profit and gross margin both improved, mainly driven by GPS services. Other income decreased, sales and distribution expenses increased, operating and administrative expenses slightly fell, and finance costs significantly increased. Ultimately, loss attributable to owners decreased by 18.6% year-on-year - Revenue decreased by **11.5%** from **HK$41,700 thousand** to **HK$36,900 thousand**, mainly due to a decline in voice telecommunications business revenue, partially offset by GPS services revenue[61](index=61&type=chunk) - Gross profit increased by **8.3%** from **HK$2,400 thousand** to **HK$2,600 thousand**, and gross margin rose from **5.7%** to **7.1%**, primarily due to increased gross profit and improved gross margin from GPS services[61](index=61&type=chunk) - Finance costs increased by **HK$500 thousand** from **HK$200 thousand** to **HK$700 thousand**, mainly due to increased interest expenses on lease liabilities, bank loans, and a loan from a director[61](index=61&type=chunk) - Loss attributable to owners of the company decreased by **18.6%** from **HK$12,900 thousand** to **HK$10,500 thousand**[61](index=61&type=chunk) [Capital Structure, Liquidity and Funding](index=25&type=section&id=Capital%20Structure,%20Liquidity%20and%20Funding) Net assets decreased due to operating losses, while bank balances and cash slightly increased, mainly influenced by a loan inflow from a director. The liabilities to assets ratio significantly rose, reflecting increased leverage. Lease liabilities slightly increased Capital Structure and Liquidity (As of June 30) | Metric | 2024 (HK$ thousand) | December 31, 2023 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Net Assets | 16,700 | 27,600 | -39.57% | | Bank Balances and Cash | 6,600 | 6,100 | +8.20% | | Liabilities to Assets Ratio | 168.3% | 53.3% | +115.0% (leverage increased) | | Lease Liabilities | 8,300 | 8,200 | +1.22% | - The slight increase in bank balances and cash was mainly due to the net effect of **HK$10,100 thousand** net cash used in operating activities and **HK$13,400 thousand** cash inflow from a director's loan[62](index=62&type=chunk) - The loan from a director amounted to **HK$13,400 thousand** (December 31, 2023: nil), bearing interest at **9.8%** per annum[62](index=62&type=chunk) [Foreign Exchange Risk](index=25&type=section&id=Foreign%20Exchange%20Risk) The company has certain assets, liabilities, and transactions denominated in Singapore dollars and Renminbi, and is closely monitoring exchange rates, but did not undertake any currency hedging during the period - The group has certain assets, liabilities, and transactions denominated in Singapore dollars and Renminbi[62](index=62&type=chunk) - As of June 30, 2024, the group had not undertaken any related currency hedging[62](index=62&type=chunk) [Capital Commitments](index=25&type=section&id=Capital%20Commitments) As of June 30, 2024, the company had no significant capital commitments - As of June 30, 2024, the group had no significant capital commitments[63](index=63&type=chunk) [Contingent Liabilities](index=25&type=section&id=Contingent%20Liabilities) As of June 30, 2024, the company had no significant contingent liabilities - As of June 30, 2024, the group had no significant contingent liabilities[63](index=63&type=chunk) [Material Acquisitions and Disposals](index=25&type=section&id=Material%20Acquisitions%20and%20Disposals) During the period, the company did not undertake any material acquisitions or disposals of subsidiaries, associates, or joint ventures - The group had no material acquisitions or disposals of subsidiaries, associates, or joint ventures during the period[63](index=63&type=chunk) [Additional Information](index=26&type=section&id=Additional%20Information) This chapter provides additional information on directors' and substantial shareholders' interests, share option scheme, corporate governance, interim dividend, asset charges, and post-reporting events [Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures](index=26&type=section&id=Directors'%20and%20Chief%20Executive's%20Interests%20and%20Short%20Positions%20in%20Shares,%20Underlying%20Shares%20and%20Debentures) This section discloses the interests of directors and the chief executive in the shares of the company and its associated corporations [Interests in Shares, Underlying Shares and Debentures of the Company](index=26&type=section&id=Interests%20in%20Shares,%20Underlying%20Shares%20and%20Debentures%20of%20the%20Company) Mr. Cheung Siu Fai holds 68.85% of the company's shares through Beta Dynamic Limited, his wholly-owned beneficial entity Directors' Interests in Shares of the Company (June 30, 2024) | Director's Name | Capacity | Number of Shares in which Interests are Held | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Mr. Cheung | Interest in Controlled Corporation | 135,589,342 | 68.85% | - The **135,589,342** shares are beneficially owned by Beta Dynamic Limited, which is wholly and beneficially owned by Mr. Cheung[65](index=65&type=chunk) [Interests in Shares, Underlying Shares and Debentures of Associated Corporations](index=27&type=section&id=Interests%20in%20Shares,%20Underlying%20Shares%20and%20Debentures%20of%20Associated%20Corporations) Mr. Cheung Siu Fai beneficially owns 100% of Beta Dynamic, which is the company's controlling corporation Directors' Interests in Shares of Associated Corporations | Director's Name | Name of Associated Corporation | Capacity | Number of Shares Held by Director and Percentage of Interest in Share Capital of Associated Corporation | | :--- | :--- | :--- | :--- | | Mr. Cheung | Beta Dynamic | Beneficial Owner | 130,000 shares, 100% | - Beta Dynamic holds over **50%** of the company's total issued share capital and is the company's controlling corporation[68](index=68&type=chunk) [Substantial Shareholders' Interests and Short Positions in Shares and Underlying Shares](index=27&type=section&id=Substantial%20Shareholders'%20Interests%20and%20Short%20Positions%20in%20Shares%20and%20Underlying%20Shares) Beta Dynamic, as a substantial shareholder, holds 68.85% of the company's shares Substantial Shareholders' Interests in Shares (June 30, 2024) | Shareholder's Name | Capacity | Number of Shares in which Interests are Held | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Beta Dynamic | Beneficial Owner | 135,589,342 | 68.85% | - All disclosed interests represent long positions in the company's shares[69](index=69&type=chunk) [Share Option Scheme](index=28&type=section&id=Share%20Option%20Scheme) The company adopted a share option scheme in 2018, with an updated authorized limit, but no share options have been granted during the period or historically - The company adopted a share option scheme on June 28, 2018, valid until June 27, 2028[70](index=70&type=chunk) - Following the share consolidation, the maximum number of share options that can be granted under the scheme is **15,754,200**, representing **8%** of the company's issued shares as of the report date[70](index=70&type=chunk) - No share options were outstanding, granted, or agreed to be granted under the scheme during the period, and no share options have ever been granted under the scheme[70](index=70&type=chunk) [Compliance with Corporate Governance Code](index=28&type=section&id=Compliance%20with%20Corporate%20Governance%20Code) The company is committed to maintaining high levels of corporate governance. The roles of Chairman and Chief Executive Officer are combined in Mr. Cheung, a deviation from Code Provision C.2.1, but the Board believes this arrangement is in the company's best interest at this stage and will be continuously reviewed - The company is committed to maintaining a high level of corporate governance, fulfilling its duties to prioritize shareholders' best interests and enhance long-term shareholder value[70](index=70&type=chunk) - The roles of Chairman and Chief Executive Officer are combined in Mr. Cheung, which deviates from Code Provision C.2.1 of the Corporate Governance Code[70](index=70&type=chunk) - The Board believes this structure is in the best interests of the company and its shareholders at the current stage and will continuously review the group's existing management structure from time to time[70](index=70&type=chunk) [Compliance with the Model Code for Securities Transactions by Directors](index=28&type=section&id=Compliance%20with%20the%20Model%20Code%20for%20Securities%20Transactions%20by%20Directors) Following specific inquiries by the company, all directors confirmed compliance with the Model Code for Securities Transactions by Directors during the period - Following specific inquiries made by the company to all directors, it was confirmed that the directors have complied with the required standards set out in the Model Code throughout the period[71](index=71&type=chunk) [Interim Dividend](index=28&type=section&id=Interim%20Dividend) The Board of Directors does not recommend the payment of an interim dividend for the current period - The Board of Directors does not recommend the payment of an interim dividend for the current period[71](index=71&type=chunk) [Charges on Assets](index=28&type=section&id=Charges%20on%20Assets) As of June 30, 2024, the company had no significant charges on assets - As of June 30, 2024, the group had no significant charges on assets[71](index=71&type=chunk) [Review of Interim Financial Statements](index=28&type=section&id=Review%20of%20Interim%20Financial%20Statements) The unaudited interim financial statements for the current period have been reviewed by the Audit Committee and formally approved by the Board of Directors - The group's unaudited interim financial statements for the current period were reviewed by the Audit Committee before being formally approved by the Board of Directors[71](index=71&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=29&type=section&id=Purchase,%20Sale%20or%20Redemption%20of%20the%20Company's%20Listed%20Securities) During the period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities - During the period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities[72](index=72&type=chunk) [Events After the Reporting Period](index=29&type=section&id=Events%20After%20the%20Reporting%20Period) No significant events affecting the group have occurred since the end of the reporting period up to the date of this report - No significant events affecting the group have occurred since the end of the reporting period up to the date of this report[73](index=73&type=chunk) [Employees and Remuneration Policy](index=29&type=section&id=Employees%20and%20Remuneration%20Policy) As of June 30, 2024, the company's number of employees slightly increased, total staff costs remained stable, and remuneration policies and structure remained unchanged Employees and Staff Costs | Metric | June 30, 2024 | December 31, 2023 | | :--- | :--- | :--- | | Number of Employees (including Directors) | 29 | 28 | | Total Staff Costs (HK$ thousand) | 6,900 | 6,900 | - The group's remuneration policies and structure have remained unchanged since the date of the company's 2023 annual report[74](index=74&type=chunk) [Environmental Awareness](index=29&type=section&id=Environmental%20Awareness) For many years, the company has been committed to reducing waste generated during its business operations and participates in the Hong Kong Green Organisation Certification "Waste Reduction Certificate" scheme - For many years, the group has endeavored to reduce waste generated during its business operations[74](index=74&type=chunk) - Since 2015, the company has participated in the Hong Kong Green Organisation Certification "Waste Reduction Certificate" scheme, an accreditation program established by organizations including the Environmental Protection Department and the Environmental Campaign Committee[74](index=74&type=chunk)

Financial Performance - The company reported revenue of HKD 89,075,000 for the year 2023, a decrease of 1.6% from HKD 90,537,000 in 2022[6]. - The net loss for the year 2023 was HKD 35,253,000, compared to a loss of HKD 20,171,000 in 2022, indicating a significant increase in losses[6]. - The company's net asset value decreased to HKD 27,584,000 in 2023 from HKD 62,867,000 in 2022, reflecting a decline of approximately 56%[6]. - Cash and bank balances fell to HKD 6,121,000 in 2023 from HKD 18,031,000 in 2022, a decrease of about 66%[6]. - The company's revenue decreased by approximately 1.5% from about HKD 90,500,000 in the previous year to about HKD 89,100,000 this year[20]. - The loss attributable to the company's owners increased by approximately 52.2% from about HKD 23,200,000 in the previous year to about HKD 35,300,000 this year[21]. - The telecommunications business recorded revenue of approximately HKD 86,700,000, a decrease of about 1.6% from approximately HKD 88,100,000 in the previous year[23]. - The group recorded a net loss of approximately HKD 8,000,000 this year, compared to a net loss of approximately HKD 3,300,000 in the previous year[40]. - Operating and administrative expenses increased by approximately 37.9% from about HKD 21,900,000 to about HKD 30,200,000, mainly due to increased employee costs and consulting fees[40]. Business Development and Strategy - The company is focusing on developing IT expertise and has launched a new online shopping platform for wine, aiming to create new revenue streams[12][13]. - The company plans to expand its telecommunications services in China, capitalizing on the high demand for innovative and high-tech services supported by the Chinese government[13]. - The company has introduced a GPS mobile connectivity solution in the automotive market in China, anticipating stable revenue growth from this new service[13]. - The online wine shopping platform, Winestry, is expected to grow in popularity and revenue over the coming years, with various wine suppliers participating[16]. - The company is actively exploring new business opportunities and investment prospects to diversify its revenue sources and mitigate risks[16]. - The management team is committed to enhancing competitiveness and maximizing shareholder value through resource integration and business development[16]. Corporate Governance - The board consists of two executive directors and three independent non-executive directors, ensuring a diverse governance structure[63]. - The company has adopted a board diversity policy to enhance the skills, expertise, and perspectives of its members, aiming for gender equality in the board composition[67]. - The chairman and acting CEO roles are currently held by the same individual, with plans to separate these roles once a suitable candidate is found[58]. - The company has confirmed compliance with the standard code of conduct for securities trading by all directors throughout the year[60]. - The board is committed to maintaining high standards of corporate governance to maximize shareholder value[58]. - The independent non-executive directors have no significant relationships that could affect their independence[64]. - The company has not appointed a CEO since the resignation of the previous one in November 2020, indicating a transitional leadership phase[58]. - The board will continue to review its management structure to ensure effective leadership and decision-making[58]. - The company has established measurable targets for implementing its board diversity policy, considering various factors such as gender, age, and professional experience[67]. - The independent non-executive directors serve without fixed terms, allowing for flexibility in governance[66]. Employee and Workforce Management - The company had a total of 28 employees as of December 31, 2023, with approximately 61% (17) being male and 39% (11) being female[71]. - The employee distribution by age group shows that 60% of employees were aged 18-25 in 2022[200]. - The employee distribution by gender indicates a balanced workforce, with 61% male and 39% female employees in 2023[199]. - The company provided various paid leave options for employees, including statutory holidays, maternity leave, and annual leave[196]. - The company continues to focus on employee development and encourages discussions regarding career goals and expectations[194]. - The total number of employees categorized by job level shows a significant portion in senior management roles[199]. - The company has maintained a consistent approach to employee benefits and support, reflecting its commitment to workforce welfare[198]. Environmental, Social, and Governance (ESG) Initiatives - The group has successfully implemented all applicable mandatory measures for the Hong Kong Green Organization Certification and reported related achievements[146]. - The group focuses on improving data collection systems and expanding disclosure scope regarding greenhouse gas emissions and climate change awareness[146]. - The group aims to achieve high standards of ESG performance and comply with all applicable legal requirements in the markets where it operates[139]. - The board is committed to integrating ESG considerations into business decision-making processes and regularly reviewing progress towards ESG-related goals[139]. - The group has been recognized with the "Waste Reduction Certificate - Excellence Level" for nine consecutive years, reflecting its commitment to reducing waste in operations[144]. - The group has engaged a third-party consulting firm to prepare the ESG report to ensure objectivity and comprehensive performance disclosure[136]. - The ESG report includes key performance indicators (KPIs) and quantitative data related to the group's business operations and ESG management[137]. - The group recognizes the importance of environmental protection and community engagement as both a moral responsibility and a business imperative[143]. Risk Management and Internal Controls - The group has implemented a comprehensive internal control mechanism and strict anti-corruption policies to prevent and monitor misconduct[124]. - The internal control consultant will submit a report on the effectiveness of the group's internal control and risk management mechanisms by March 2024[133]. - The group has not identified any significant risks based on the risk assessment conducted during the year[128]. - The internal control mechanism aims to ensure operational efficiency, reliability of financial reporting, and compliance with applicable laws and regulations[129]. - The group has established a whistleblowing policy to provide employees with guidance and channels to report misconduct without fear of retaliation[126]. - The board has reviewed the effectiveness of the internal control mechanism and has not identified any significant control deficiencies[132]. - The group is committed to maintaining its corporate ethics and reputation while combating corruption[124]. - The company has not established an internal audit function but relies on an internal control consultant for risk management reviews[133]. - The board believes that the risk management and internal control mechanisms of the group are effectively executed and sufficient, complying with relevant codes[134].

Financial Performance - The group's revenue for the year ended December 31, 2023, was approximately HKD 89,100,000, a decrease of about 1.5% compared to HKD 90,500,000 for the year ended December 31, 2022[3]. - The loss attributable to the owners of the company for the year ended December 31, 2023, was approximately HKD 35,300,000, an increase of about 52.2% from HKD 23,200,000 for the year ended December 31, 2022[3]. - The total comprehensive loss for the year ended December 31, 2023, was HKD 35,283,000, compared to HKD 20,261,000 for the year ended December 31, 2022[8]. - The group reported a gross profit of HKD 5,063,000 for the year ended December 31, 2023, compared to HKD 5,479,000 for the year ended December 31, 2022[5]. - The group reported a total pre-tax loss of HKD 35,060,000 in 2023, compared to a pre-tax loss of HKD 19,989,000 in 2022, reflecting a significant increase in losses[23]. - The company reported a pre-tax loss of approximately HKD 35,253,000 for the year 2023, compared to a loss of HKD 23,202,000 in 2022, reflecting an increase in losses of about 51.5%[34]. - The group recorded a net loss of approximately HKD 8,000,000 this year, compared to a net loss of about HKD 3,300,000 in the previous year, mainly due to impairment losses on underperforming assets[69]. - The company's basic and diluted loss per share for the year ended December 31, 2023, was HKD 17.9, compared to HKD 14.4 for the year ended December 31, 2022[6]. Revenue Breakdown - Total revenue for the telecommunications services segment decreased to HKD 86,683,000 in 2023 from HKD 88,087,000 in 2022, representing a decline of approximately 1.6%[20]. - The information technology business revenue also saw a decrease, falling to HKD 1,048,000 in 2023 from HKD 1,106,000 in 2022, a decline of about 5.2%[20]. - The total customer contract revenue for the group was HKD 87,731,000 in 2023, down from HKD 89,193,000 in 2022, indicating a decrease of approximately 1.6%[20]. - Revenue from external customers in Hong Kong for the telecommunications services segment decreased to HKD 19,516,000 in 2023 from HKD 27,325,000 in 2022, a decline of approximately 28.5%[26]. - Revenue from Singapore for the telecommunications services segment decreased to HKD 47,953,000 in 2023 from HKD 60,762,000 in 2022, a decline of about 21%[26]. - Major customers contributing over 10% of revenue included Customer A with HKD 20,038,000 in 2023, down from HKD 24,681,000 in 2022, a decrease of approximately 18.5%[27]. - The telecommunications business recorded revenue of approximately HKD 86,700,000, a decrease of about 1.6% from approximately HKD 88,100,000 in the previous year[50]. - The company generated approximately HKD 19,200,000 in revenue from GPS services this year[52]. - The company recorded approximately HKD 5,900,000 in revenue from the trial of SMS wholesale services this year[53]. - The IT services segment generated approximately HKD 1,000,000 in revenue, a decrease of about 9.1% from approximately HKD 1,100,000 in the previous year[55]. - Revenue from the electronic store renovation contracts increased by approximately 100.0% from about HKD 200,000 in the previous year to approximately HKD 400,000 this year[55]. Dividends and Shareholder Returns - The board of directors did not recommend the payment of a final dividend for the year ended December 31, 2023[3]. - The company did not recommend any dividends for the years ending December 31, 2023, and 2022[33]. - The board expressed gratitude to shareholders and business partners for their continued support[100]. Assets and Liabilities - The group's current liabilities exceeded its current assets by approximately HKD 19,540,000 as of December 31, 2023[10]. - The total assets less current liabilities amounted to HKD 33,000,000 as of December 31, 2023, down from HKD 64,910,000 in the previous year[10]. - The total assets of the group increased to HKD 73,614,000 in 2023 from HKD 87,607,000 in 2022, showing a decrease of approximately 16%[24]. - The total liabilities rose to HKD 46,030,000 in 2023 from HKD 24,740,000 in 2022, indicating an increase of about 86%[24]. - As of December 31, 2023, the group's net asset value decreased to approximately HKD 27,600,000 from HKD 62,900,000 in 2022, primarily due to operating losses[72]. - The group's cash and bank balances decreased to approximately HKD 6,100,000 from HKD 18,000,000, mainly due to a net cash outflow of approximately HKD 27,100,000 from operating activities[74]. - The debt-to-asset ratio, calculated as the percentage of loans from former directors and bank loans to net assets, was approximately 53.3%, compared to 9.1% in 2022[75]. - As of December 31, 2023, the group had bank loans amounting to HKD 9,000,000, which was not present in 2022[75]. Operational Measures and Future Plans - The group plans to enhance and implement measures aimed at improving operational funding and cash flow, including closely monitoring general administrative expenses and operating costs[16]. - The company is seeking additional financial support, including but not limited to borrowing, issuing additional equity, or bonds[16]. - The group aims to diversify its business and seek new opportunities to enhance shareholder returns[66]. - The group plans to invest more resources in system enhancements and product supply to improve customer experience on the platform[65]. Employee Costs and Expenses - The company's employee costs totaled HKD 14,499,000 in 2023, up from HKD 13,068,000 in 2022, which is an increase of about 10.9%[30]. - The group’s operating and administrative expenses increased by approximately 37.9% from about HKD 21,900,000 to about HKD 30,200,000 due to higher director remuneration and employee costs[71]. - The total employee cost for the year was approximately HKD 14,500,000, an increase from about HKD 13,100,000 in the previous year, with 28 employees as of December 31, 2023[83]. Audit and Compliance - The independent auditor confirmed that the consolidated financial statements fairly present the financial position and performance of the group as of December 31, 2023[94]. - The audit committee, along with external auditors, reviewed the consolidated financial statements and found them to be prepared in accordance with applicable accounting standards[90]. - There were no significant post-reporting date events that required disclosure[91]. - The annual report containing all information required by the listing rules will be published on the stock exchange and the company's website[99]. Market Conditions - Singapore's GDP growth for the year was 1.1%, down from 3.8% in the previous year[48]. - The inflation rate in Singapore for 2023 was 4.8%, reflecting a broad slowdown in the prices of goods and services[45]. - The number of inbound travelers in Singapore exceeded 1 million per month since February 2023, following the lifting of COVID-19 restrictions[45]. - The global GDP growth is projected to slow from 3.0% in 2023 to 2.9% in 2024, with various geopolitical risks potentially impacting recovery[60].

Financial Performance - Total revenue for the six months ended June 30, 2023, was HKD 41,659,000, a decrease of 6.5% compared to HKD 44,578,000 in the same period of 2022[8]. - The gross profit for the period was HKD 2,373,000, down from HKD 2,595,000, reflecting a decline of 8.5%[8]. - The company reported a loss attributable to owners of the company of HKD 12,893,000, compared to a loss of HKD 11,622,000 in the previous year, representing an increase in loss of 10.9%[11]. - Basic and diluted loss per share was HKD 6.5, slightly improved from HKD 7.3 in the same period last year[8]. - The company reported a net loss of approximately HKD 12,893,000 for the six months ended June 30, 2023[23]. - The group reported a total segment loss before tax of HKD 12,794,000, compared to a loss of HKD 11,522,000 in the same period last year[29]. - The group reported a net loss of HKD 287,000 from other income, compared to a loss of HKD 2,337,000 in the same period last year[33]. - The loss attributable to the company's owners increased by approximately 11.2% from about HKD 11,600,000 to approximately HKD 12,900,000[62]. Revenue Breakdown - Telecommunications service revenue was HKD 40,292,000, down 6.9% from HKD 43,297,000 year-on-year[29]. - Information technology business revenue increased to HKD 695,000, up 14.1% from HKD 609,000 in the previous year[29]. - Revenue from Singapore decreased to HKD 22,214,000, down 24.0% from HKD 29,247,000 in the previous year[31]. - The group recorded revenue of approximately HKD 5,000,000 from GPS services during the period, expanding its service offerings in the telecommunications sector[65]. - The group generated approximately HKD 3,400,000 in revenue from SMS wholesale business, capitalizing on the growing demand for SMS services[66]. - Revenue from the telecommunications business fell by approximately 6.9% from about HKD 43,300,000 to about HKD 40,300,000, primarily due to a decline in retail and wholesale voice telecommunications services[63]. - Revenue from the information technology business increased by approximately 16.7% from about HKD 600,000 to approximately HKD 700,000, driven by the establishment of strong customer relationships[67]. Expenses and Liabilities - Operating and administrative expenses increased to HKD 14,524,000 from HKD 10,892,000, marking a rise of 33.5%[8]. - The company's total liabilities increased to HKD 408,696,000 as of June 30, 2023, compared to HKD 372,601,000 as of June 30, 2022, representing an increase of 9.7%[23]. - Trade payables rose to HKD 11,131,000 as of June 30, 2023, from HKD 4,200,000 as of December 31, 2022, marking an increase of approximately 164.5%[46]. - The company’s total liabilities increased to HKD 32,236,000 as of June 30, 2023, compared to HKD 21,591,000 as of December 31, 2022, representing a growth of about 49.3%[46]. - Employee costs totaled HKD 6,935,000, an increase of 14.4% from HKD 6,059,000 in the previous year[34]. Assets and Equity - The company's total assets decreased to HKD 57,091,000 from HKD 64,910,000, a decline of 12.1%[13]. - The net asset value dropped to HKD 49,951,000 from HKD 62,867,000, reflecting a decrease of 20.6%[13]. - The company's total equity as of June 30, 2023, was HKD 49,951,000, down from HKD 66,548,000 as of June 30, 2022, reflecting a decrease of 25.0%[23]. - As of June 30, 2023, the group's net assets were approximately HKD 50,000,000, down from about HKD 62,900,000 as of December 31, 2022[82]. Cash Flow and Investments - As of June 30, 2023, the company's cash and cash equivalents decreased to HKD 12,265,000 from HKD 18,206,000 as of June 30, 2022, representing a decline of 32.5%[17]. - The net cash used in operating activities was HKD 13,551,000 for the six months ended June 30, 2023, compared to HKD 11,365,000 for the same period in 2022, indicating an increase of 19.3%[17]. - The company reported cash inflows from investing activities of HKD 8,965,000 for the six months ended June 30, 2023, compared to HKD 186,000 in the same period of 2022[17]. - The company’s financing activities resulted in a net cash outflow of HKD 1,116,000 for the six months ended June 30, 2023[17]. Future Outlook and Challenges - The global economic recovery remains uncertain due to ongoing geopolitical conflicts and tightening monetary policies in major economies, impacting corporate investment activities[60]. - The company anticipates challenges in the business environment due to rising borrowing costs and cautious consumer spending as a result of increased interest rates[60]. - The economic outlook for Singapore and Hong Kong in the second half of 2023 remains uncertain, with Singapore's GDP growth forecasted at only 0.5% to 2.5%[73]. - The company is closely monitoring the impact of external economic factors on its operations and future performance[60]. Corporate Governance and Shareholding - The company has a stock option plan that allows for the issuance of up to 15,754,200 options, representing 8% of the issued share capital as of the report date[105]. - The board of directors is committed to maintaining high standards of corporate governance, with a focus on shareholder value[108]. - The chairman and acting CEO roles are currently held by the same individual, which the board believes provides strong leadership during this transitional phase[108]. - Beta Dynamic Limited, controlled by Zhang Shaohui, owns over 50% of the company's issued share capital, making it the holding company[94]. - The company’s ownership structure indicates a strong control by Zhang Shaohui through Beta Dynamic Limited, which is crucial for strategic decision-making[94].

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示概不就因本公告全部或任何部 分內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 Great Wall Terroir Holdings Limited 長城天下控股有限公司 （於百慕達註冊成立之有限公司） 524 （股份代號： ） 截至二零二三年六月三十日止六個月 中期業績 長城天下控股有限公司（「本公司」）董事（「董事」）會（「董事會」）欣然宣佈本公司及其 附屬公司截至二零二三年六月三十日止六個月之未經審核綜合業績。 財務摘要： • 41,700,000 44,600,000 收益約為 港元（二零二二年：約 港元）。 • 2,400,000 2,600,000 ...