有關截至二零二四年十二月三十一日止年度年報的補充公告 茲提述中國文旅農業集團有限公司（「本公司」）於二零二五年四月二十九日所刊發 截至二零二四年十二月三十一日止年度的年報（「年報」）。除另有界定外，本公告 所用詞彙與年報所界定者具有相同涵義。 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，概不對因本公告全部 或任何部份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。 China Cultural Tourism and Agriculture Group Limited 中 國 文 旅 農 業 集 團 有 限 公 司 （於開曼群島註冊成立之有限公司） （股份代號：542） 中國文旅農業集團有限公司 主席 本公司董事（「董事」）會（「董事會」）謹此向本公司股東及潛在投資者提供有關新購 股權計劃的補充資料。 根據新購股權計劃的規則，新購股權計劃的合資格參與者為(a)本公司、其附屬公 司 及 本 集 團持 有 股 權 之 任 何 實 體 之任 何 僱 員（ 不 論 為 ...

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 之 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，概不對因本公告全部 或任何部份內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 中國文旅農業集團有限公司 公司秘書 朱浩天 香港，二零二五年八月十五日 於本公佈日期，董事會由執行董事楊立君先生（ 主席 ）及譚嘉偉先生、非執行董事 黃玉麟先生以及獨立非執行董事陳凱寧女士、徐煒婷女士及曾浩邦先生組成。 China Cultural Tourism and Agriculture Group Limited 中 國 文 旅 農 業 集 團 有 限 公 司 （於開曼群島註冊成立之有限公司） （股份代號：542） 董事會會議召開日期 中國文旅農業集團有限公司（「本公司」）董事會（「董事會」）謹此宣佈，本公司將於 二零二五年八月二十八日（ 星期四 ）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中期業績及其刊發， 以及考慮派發中期股息（ 如有 ）。 承董事會命 ...

Group 1 - The core point of the article is that Xinchen Technology (300542) has decided to terminate its plan to acquire a 96.96% stake in Tianyi Enhua Technology Co., Ltd. due to a lack of agreement on key transaction terms among the parties involved [1] - Xinchen Technology primarily provides software development services for financial clients, including electronic channels, trade financing, data exchange, and blockchain platforms [1] - Tianyi Enhua, established on December 24, 2015, is an information system integration service provider focused on creating secure and efficient cloud computing infrastructure [1] Group 2 - The business synergy anticipated from the acquisition was expected to enhance Xinchen Technology's competitive edge in system integration services by leveraging Tianyi Enhua's cloud computing technology and virtualization solutions [2] - Xinchen Technology reported a total revenue of 124 million yuan in Q1, representing a year-on-year decline of 35.03%, and a net loss attributable to shareholders of 6.26 million yuan, compared to a loss of 13.21 million yuan in the same period last year [2]

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: 中國文旅農業集團有限公司 呈交日期: 2025年8月1日 第 1 頁 共 10 頁 v 1.1.1 FF301 FF301 II. 已發行股份及/或庫存股份變動 | 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) | 00542 | 說明 | | | | | | | | | | 已發行股份（不包括庫存股份）數目 | | | 庫存股份數目 | | 已發行股份總數 | | | 上月底結存 | | | | 7,687,158,040 | | 0 | | 7,687,158,040 | | 增加 / 減少 (-) | | | | | | | | | | 本月底結存 | | | | 7,687,158,040 | | 0 | | 7,687,158,04 ...

解決不發表意見一事的計劃及措施的落實進展 中國文旅農業集團有限公司（「本公司」，連同其附屬公司統稱「本集團」）董事（「董 事」）會（「董事會」）謹此提供有關本集團為減緩本集團的流動性壓力及解決本公司 核 數 師 就 持 續 經 營 不 發 表 意 見 一 事 落 實 的 計 劃 及 措 施（「計 劃 及 措 施」， 具 體 內 容 載於本公司截至二零二 四年十二月三十一日止年度的年報（「年報」）第37頁 ）的進 展。除另有界定者外，本公告所用詞彙與年報所界定者具有相同涵義。 直至本公告日期計劃及措施的落實情況概述如下： 本公司將適時根據上市規則及╱或聯交所之要求就計劃及措施的進展刊發公告。 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，概不對因本公告全部 或任何部份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。 China Cultural Tourism and Agriculture Group Limited 中 國 文 旅 農 業 集 團 有 限 公 ...

Financial Performance - The group's revenue for the year ended December 31, 2024, was approximately HKD 216.2 million, down from HKD 305 million in 2023, representing a decrease of about 29.1%[5] - The group recorded a pre-tax loss of approximately HKD 231.7 million for the year, compared to a loss of HKD 168.9 million in 2023[5] - For the fiscal year ending December 31, 2024, the group's revenue was approximately HKD 216.2 million, a decrease from HKD 305 million in 2023, primarily due to a significant decline in property sales[17] - The group recorded a pre-tax loss of approximately HKD 231.7 million for 2024, compared to a loss of HKD 168.9 million in 2023, attributed to impairments in properties under development and other receivables[17] - The group recorded a net loss of approximately HKD 232,075,000 for the year ending December 31, 2024[34] - The group's total equity as of December 31, 2024, was a deficit of HKD 18,100,000, compared to an equity of HKD 87,900,000 as of December 31, 2023[26] - The group reported a net loss margin of 107.36% for the year ending December 31, 2024, compared to 67.02% in the previous year[51] - The return on equity for the group was -664.75% in 2024, significantly worse than -172.06% in 2023[51] - The current ratio decreased to 0.76 in 2024 from 1.20 in 2023, indicating a decline in liquidity[51] - The group has financial obligations due within the next twelve months amounting to approximately HKD 1,755,322,000, including bank loans of HKD 225,804,000 and other borrowings of HKD 64,217,000[83] Property Development - The property development segment generated revenue of approximately HKD 214.2 million, down from HKD 296.9 million in 2023, indicating a decline of about 27.8%[5] - The property development segment generated revenue of approximately HKD 214.2 million in 2024, down from HKD 296.9 million in 2023, with a loss of HKD 65.7 million compared to a loss of HKD 200,000 in the previous year[18] - The group has four ongoing development projects located in Zhuhai, Chengdu, Doumen, and Taishan[6][9] - The group has four ongoing development projects, including the German City project in Zhuhai, which has achieved sales of 59.10% of its available area as of December 31, 2024[18] - The group is focused on accelerating the pre-sale progress of its properties[10] - The group aims to accelerate the pre-sale progress of its properties to improve cash flow[20] - The group plans to accelerate the pre-sale of properties and expedite the delivery of completed properties to improve cash flow[34] - The group anticipates a more favorable real estate policy environment in 2025, which may boost property sales[35] Assets and Liabilities - The group had non-current assets totaling approximately HKD 1,741.2 million as of December 31, 2024, compared to HKD 1,820.3 million in 2023[10] - Current assets amounted to approximately HKD 1,337.2 million as of December 31, 2024, down from HKD 1,568.2 million in 2023[10] - Current liabilities were approximately HKD 1,755.3 million as of December 31, 2024, compared to HKD 1,303 million in 2023, reflecting an increase of about 35%[10] - The group's total liabilities increased, with current liabilities at approximately HKD 1.76 billion in 2024, up from HKD 1.30 billion in 2023[24] - As of December 31, 2024, the total interest-bearing borrowings of the group amounted to HKD 1,804,100,000, an increase from HKD 1,763,500,000 as of December 31, 2023[26] - The group had contingent liabilities of HKD 280,600,000 as of December 31, 2024, down from HKD 301,100,000 as of December 31, 2023[30] - The group has outstanding property development costs and land acquisition commitments of HKD 273,600,000 as of December 31, 2024, compared to HKD 221,000,000 as of December 31, 2023[29] Human Resources - The group employed a total of 90 staff as of December 31, 2024, down from 98 staff as of December 31, 2023[33] - The overall employee turnover rate for the year was 13%, with a new hire rate also at 13%[198] - The company employed a total of 90 staff members, with a gender ratio of approximately 1:1[197] - 92% of employees hold a university degree or higher, indicating a highly educated workforce[197] - The group has implemented a comprehensive human resources training and development plan to equip employees with necessary skills for current and future challenges[61] Corporate Governance - The company has three independent non-executive directors, all of whom are members of the audit committee[78] - The board of directors has no significant interests in any major transactions or contracts related to the group's business[76] - The company has established mechanisms to ensure a strong independent element within the board to maintain shareholder interests and enhance performance[108] - The board consists of seven members, including three executive directors, one non-executive director, and three independent non-executive directors for the fiscal year 2024[99] - The board meets regularly to discuss overall strategy, operational and financial performance, and to review and approve annual and interim results[107] - The company has appropriate directors' and officers' liability insurance in place for legal proceedings against directors[111] - The independent non-executive directors are required to rotate at least once every three years, ensuring fresh perspectives on the board[103] - The company is committed to conducting annual assessments of the independence of its independent non-executive directors[110] - The board held a total of four meetings during the fiscal year ending December 31, 2024[112] - The audit committee conducted three meetings in the fiscal year 2024, exceeding the minimum requirement of two meetings[120] Environmental, Social, and Governance (ESG) - The group has maintained air pollutants and greenhouse gas emissions within the statutory limits set by the Environmental Protection Agency during the year[54] - The group operates a hotel in Guangdong, China, ensuring strict compliance with environmental performance management rules and regulations[54] - The group emphasizes energy-saving and optimal resource utilization in its operations[54] - The group has a climate change policy aimed at managing risks associated with extreme weather events throughout the year[54] - The company has implemented various measures to mitigate climate change risks, including a climate change policy[173] - The company is committed to integrating green building concepts throughout the project lifecycle to minimize ecological impact[184] - The company has identified five major sustainability issues: emissions and waste, energy efficiency, anti-corruption, product quality and safety, and employee engagement[172] - The company has implemented strict waste classification management to minimize environmental impact[192] - No significant legal or regulatory issues related to emissions or waste management were reported for 2024[185] Shareholder Communication - The company has adopted a shareholder communication policy to ensure timely and clear information dissemination to shareholders and potential investors[150] - The company emphasizes effective communication with shareholders, particularly through annual general meetings[161] - The company is open to shareholder feedback to improve its reporting and performance[167] - The company has a responsibility to disclose any resolutions and statements to shareholders in accordance with its articles of association[157] Future Outlook - The group is assessing plans and measures to improve its liquidity and financial performance[11] - The group aims to introduce new business opportunities to maximize shareholder value[35] - The company is expanding its reporting scope to include high-quality tourism assets in the Guangdong-Hong Kong-Macao Greater Bay Area[166] - The board is committed to integrating sustainable development into all business aspects and actively promoting low-carbon transformation[168] - The board regularly reviews the company's ESG performance to ensure responsible corporate practices and long-term value creation for stakeholders[168]

Financial Performance - The total revenue for the year ending December 31, 2024, is HKD 5,216,159,000, compared to HKD 305,020,000 for the previous year, representing a significant increase[4]. - The gross profit for the year is HKD 92,475,000, down from HKD 117,765,000, indicating a decrease of approximately 21.4%[4]. - The net loss for the year is HKD 232,075,000, compared to a net loss of HKD 204,429,000 in the previous year, reflecting an increase in losses of about 13.5%[4]. - The company reported a comprehensive loss of HKD 238,955,000 for the year, compared to HKD 209,282,000 in the previous year, which is an increase of approximately 14.3%[5]. - The total operating expenses increased to HKD 231,684,000 from HKD 168,934,000, marking an increase of about 37.1%[4]. - The total loss before tax for the group increased to HKD 231,684,000 in 2024 from HKD 168,934,000 in 2023, reflecting a worsening financial position[20]. - The group reported a pre-tax loss of HKD 203,483,000 for 2024, compared to a loss of HKD 192,711,000 in 2023, reflecting an increase in losses of approximately 5.9%[32]. Assets and Liabilities - Total assets decreased from HKD 3,388,535,000 in 2023 to HKD 3,078,839,000 in 2024, representing a decline of approximately 9.1%[6]. - Current assets decreased from HKD 1,568,189,000 in 2023 to HKD 1,337,198,000 in 2024, a reduction of about 14.7%[6]. - Total liabilities increased from HKD 1,302,981,000 in 2023 to HKD 1,755,322,000 in 2024, indicating an increase of approximately 35%[7]. - Current liabilities rose from HKD 519,459,000 in 2023 to HKD 641,586,000 in 2024, reflecting an increase of around 23.5%[7]. - The company's non-current liabilities increased from HKD 1,160,820,000 in 2023 to HKD 713,621,000 in 2024, showing a decrease of about 38.5%[7]. - The total value of non-current assets decreased from HKD 1,820,346,000 in 2023 to HKD 1,741,641,000 in 2024, a decline of approximately 4.3%[6]. - The company's cash and cash equivalents decreased from HKD 13,370,000 in 2023 to HKD 8,656,000 in 2024, a drop of about 35.4%[6]. - The total equity attributable to the owners of the company decreased from HKD 76,872,000 in 2023 to HKD 76,872,000 in 2024, remaining unchanged[7]. - The company reported a net loss attributable to owners of HKD 145,946,000 in 2024 compared to a profit of HKD 56,076,000 in 2023[7]. - The company’s total liabilities to total assets ratio increased from approximately 38.4% in 2023 to 57.0% in 2024, indicating a higher leverage position[7]. Cash Flow and Financial Position - The group recorded a net loss of approximately HKD 232,075,000 for the year ending December 31, 2024[10]. - As of December 31, 2024, the group's financial obligations amounted to approximately HKD 1,755,322,000, with bank borrowings of about HKD 225,804,000 and other borrowings of HKD 64,217,000 due within the next twelve months[10]. - The group's available cash and cash equivalents were approximately HKD 8,656,000 as of December 31, 2024, indicating significant liquidity concerns[10]. - The company has implemented several measures to improve its cash flow and financial position, including seeking new funding sources and expediting property sales[11][12]. - The effectiveness of the going concern basis of preparation for the financial statements is contingent on the success of these measures, which are subject to significant uncertainties[11]. - The company plans to improve liquidity and financial condition through various measures, including negotiating loan extensions and obtaining new financing[71]. Market Outlook and Strategy - The company has plans for market expansion and new product development, although specific details were not disclosed in the earnings call[3]. - The company is focusing on improving operational efficiency to mitigate losses in the upcoming fiscal year[3]. - Future guidance indicates a cautious outlook due to ongoing market challenges and increased competition[3]. - The real estate market is expected to stabilize in 2025, potentially boosting property sales for the company[73]. - The company remains cautiously optimistic about long-term consumer demand in the hotel and tourism sectors despite economic uncertainties[74]. Segment Performance - Total revenue for the property development segment decreased to HKD 214,179,000 in 2024 from HKD 296,949,000 in 2023, representing a decline of approximately 27.8%[20]. - The hotel business segment reported a loss of HKD 22,416,000 in 2024 compared to a loss of HKD 24,444,000 in 2023, indicating an improvement in performance[20]. - The group has three reportable segments: property development, hotel business, and other business activities[19]. - The property development segment reported revenue of approximately HKD 214,200,000 for the year ending December 31, 2024, compared to HKD 296,900,000 in 2023, with a loss of HKD 65,700,000 attributed to impairment losses on unsold properties[54]. Governance and Compliance - The company has adhered to corporate governance principles but has temporarily not complied with certain listing rules due to director resignations[76]. - The audit committee has been established with three independent non-executive directors[81]. - The consolidated financial statements for the year ending December 31, 2024, have been reviewed and confirmed by the auditors[82]. - The annual report will include information as required by the listing rules and will be published on the company's and the exchange's websites at an appropriate time[83].

Financial Performance - Revenue for the six months ended June 30, 2024, was HKD 13,489,000, a decrease of 58.1% compared to HKD 32,058,000 in the same period of 2023[3] - Gross profit for the same period was HKD 5,787,000, down 47.5% from HKD 11,039,000 year-on-year[3] - The company reported a loss before tax of HKD 93,734,000, an improvement of 22.9% compared to a loss of HKD 121,479,000 in the prior year[3] - Total comprehensive loss for the six months was HKD 85,022,000, compared to HKD 129,742,000 in the same period last year, reflecting a 34.5% reduction[4] - The company reported a loss attributable to equity holders of HKD 93,510,000, compared to HKD 122,319,000 in the previous year[3] - The net loss attributable to the company for the period was HKD 88,185,000, an increase from a net loss of HKD 113,403,000 in the previous year[9] - The company reported a pre-tax loss of HKD 93,734,000 for the six months ended June 30, 2024, compared to a loss of HKD 121,479,000 in 2023[20] - The pre-tax loss for the company was approximately HKD 93,700,000, compared to a loss of HKD 121,500,000 in the same period of 2023[31] Assets and Liabilities - Non-current assets totaled HKD 1,776,030,000 as of June 30, 2024, down from HKD 1,820,346,000 at the end of 2023[5] - Current assets increased slightly to HKD 1,578,254,000 from HKD 1,568,189,000 at the end of 2023[5] - Current liabilities rose to HKD 1,348,811,000, compared to HKD 1,302,981,000 at the end of 2023, indicating a 3.5% increase[6] - The company's net asset value decreased to HKD 2,892,000 from HKD 87,914,000 at the end of 2023[6] - The company’s total liabilities related to contingent liabilities were approximately HKD 284,975,000 as of June 30, 2024, down from HKD 301,082,000 as of December 31, 2023[30] Revenue Breakdown - For the six months ended June 30, 2024, the company reported a total revenue of HKD 76,872,000, compared to HKD 778,892,000 for the same period in 2023, indicating a significant decline[9] - Revenue from property sales was HKD 10,507,000 for the six months ended June 30, 2024, down from HKD 21,896,000 in 2023, a decline of about 52.0%[17] - The property development segment reported revenue of HKD 11,900,000 for the six months ending June 30, 2024, down from HKD 26,100,000 in the same period of 2023[32] Cash Flow and Financial Position - The cash generated from operating activities was HKD 73,117,000, a recovery from a cash outflow of HKD 180,864,000 in the prior period[10] - The company reported a cash and cash equivalents balance of HKD 10,410,000 at the end of the period, down from HKD 13,370,000 at the beginning of the period[10] - The company has taken measures to improve liquidity and financial performance, including negotiating with financial institutions to extend repayment schedules[41] Operational Focus and Future Outlook - The company plans to focus on market expansion and new product development to improve future performance[3] - The company is focusing on property development and hotel operations in China, with no mention of market expansion or acquisitions in the recent report[11] - The company has not disclosed any specific future guidance or outlook for the upcoming periods[9] - The group anticipates a challenging operating environment in the second half of 2024 due to ongoing geopolitical instability and weak local demand in China[43] - The group is hopeful that government stimulus measures will enhance market activity and boost property sales[43] Shareholder and Governance Information - Major shareholders include 富偉國際控股有限公司 with 2,940,475,152 shares, representing a significant portion of the issued capital[47] - The company has adhered to the corporate governance code as per the listing rules, with a noted deviation where the roles of Chairman and CEO are held by the same individual, Mr. Yang Li Jun[52] - The company has confirmed compliance with the standard code for securities trading by all directors for the six months ending June 30, 2024[55] Employee and Human Resources - As of June 30, 2024, the total number of employees in the group decreased to 90 from 176 on December 31, 2023[42] - The company continues to implement its overall human resources training and development plan to meet current and future challenges[42] - The group is focused on attracting and retaining high-quality employees through its stock option plan[44]

Financial Performance - Revenue for the six months ended June 30, 2024, was HKD 13,489,000, a decrease of 58.1% compared to HKD 32,058,000 for the same period in 2023[2] - Gross profit for the same period was HKD 5,787,000, down 47.5% from HKD 11,039,000 year-on-year[2] - The company reported a loss before tax of HKD 93,734,000, an improvement of 22.9% compared to a loss of HKD 121,479,000 in the previous year[2] - Total comprehensive loss for the period was HKD 85,022,000, compared to HKD 129,743,000 in the same period last year, indicating a 34.5% reduction in losses[3] - The basic loss per share for the period was HKD 1.15, compared to HKD 1.63 in the same period last year[2] - The company reported other income and gains of HKD 1,060,000, a marginal increase from HKD 1,048,000 year-on-year[2] - The group reported a pre-tax loss of HKD (93,734,000) for the six months ended June 30, 2024, compared to a pre-tax loss of HKD (121,479,000) for the same period in 2023, showing a reduction in losses[13] - The company recorded a loss before tax of approximately HKD 93,700,000 for the first half of 2024, compared to a loss of HKD 121,500,000 in the same period of 2023[40] - The company recorded a loss attributable to shareholders of approximately HKD 88,200,000 for the first half of 2024, compared to a loss of HKD 113,400,000 in the same period of 2023[40] Assets and Liabilities - Non-current assets totaled HKD 1,776,030,000 as of June 30, 2024, down from HKD 1,820,346,000 at the end of 2023[4] - Current liabilities amounted to HKD 1,348,811,000, an increase from HKD 1,302,981,000 in the previous year[6] - The company’s total assets were valued at HKD 3,354,284,000, a slight decrease from HKD 3,388,535,000 at the end of 2023[4] - As of June 30, 2024, the company had total liabilities of HKD 556,144,000, an increase from HKD 519,459,000 as of December 31, 2023[31] - The total amount of trade receivables as of June 30, 2024, was HKD 84,135,000, slightly down from HKD 85,765,000 as of December 31, 2023[28] - The group’s total borrowings amounted to HKD 1,715,600,000 as of June 30, 2024, down from HKD 1,763,500,000 as of December 31, 2023[46] - The asset-to-equity ratio significantly increased to 59,321.0% as of June 30, 2024, from 2,005.9% as of December 31, 2023, primarily due to increased borrowings for property development projects[46] - The group’s financial expenses for the six months ended June 30, 2024, totaled HKD 55,011,000, down from HKD 74,762,000 in 2023, representing a reduction of approximately 26.5%[18] Revenue Breakdown - For the six months ended June 30, 2024, total revenue from property development was HKD 11,930,000, while for the same period in 2023, it was HKD 26,109,000, representing a decrease of approximately 54.4%[13] - The hotel business reported a loss of HKD (11,560,000) for the six months ended June 30, 2024, compared to a loss of HKD (13,898,000) for the same period in 2023, indicating an improvement in performance[13] - The Property Development segment reported revenue of HKD 11,900,000 for the six months ended June 30, 2024, down from HKD 26,100,000 in the same period of 2023[41] - The hotel business segment recorded revenue of HKD 300,000 for the six months ended June 30, 2024, consistent with the same period in 2023[43] Strategic Focus - The company is focused on property development and hotel operations in China, indicating a strategic emphasis on these sectors moving forward[7] - The group operates primarily in the Chinese market, focusing on property development and hotel management services[14] - The group plans to deliver completed properties to buyers in the second half of 2024 as part of its strategy to improve cash flow and financial performance[51] Employee and Governance - As of June 30, 2024, the group employed a total of 90 employees, a significant decrease from 176 employees as of December 31, 2023[52] - The company has established an audit committee consisting of three independent non-executive directors[58] - The group has maintained compliance with corporate governance principles, although there is a noted deviation regarding the roles of the Chairman and CEO[54] Market Conditions and Future Outlook - The group anticipates a challenging operating environment in the second half of 2024 due to geopolitical instability and high interest rates affecting global business conditions[53] - The group is actively negotiating with financial institutions to extend or amend repayment schedules for certain loans and borrowings[51] Miscellaneous - The group has not adopted any new accounting standards or interpretations that would have a significant impact on its performance and financial position[10] - The group expects to continue as a going concern, with sufficient resources available for the foreseeable future[11] - The financial information disclosed is unaudited and has not been agreed upon by the auditors[59] - Shareholders and potential investors are advised to exercise caution when trading the company's securities[59]

Financial Performance - For the year ended December 31, 2023, the group's revenue was approximately HKD 305,000,000, a significant decrease from HKD 1,601,800,000 in 2022, resulting in a pre-tax loss of approximately HKD 168,900,000 compared to a profit of HKD 547,900,000 in 2022[8]. - The property development segment generated revenue of approximately HKD 296,900,000 for the year ended December 31, 2023, down from HKD 1,595,500,000 in 2022, with a loss of HKD 200,000 compared to a profit of HKD 572,900,000 in the previous year[9]. - The company reported a net loss of approximately HKD 204,429,000 for the year ending December 31, 2023[156]. - As of December 31, 2023, the company's financial obligations due within twelve months amounted to approximately HKD 1,302,981,000[156]. - The available cash and cash equivalents of the company were approximately HKD 13,370,000 as of December 31, 2023[156]. Debt and Liabilities - The asset-liability ratio as of December 31, 2023, was approximately 2,005.9%, up from 991.4% on December 31, 2022[17]. - The company’s bank borrowings amount to approximately HKD 256,248,000, which are due for repayment[21]. - The group has engaged in discussions with lenders to extend repayment dates for certain loans and borrowings[50]. - The board is implementing measures to improve liquidity and financial condition, including accelerating the pre-sale of properties under development[157]. - The company is negotiating with contractors to extend the payment terms for contract costs[157]. Corporate Governance - The company is committed to maintaining high standards of corporate governance, which is deemed essential for its success and enhancing shareholder value[92]. - The board of directors has confirmed that there are no significant uncertainties that would cast doubt on the company's ability to continue as a going concern[86]. - The company has established a nomination committee to identify suitable candidates for independent non-executive director positions[83]. - The company has adhered to the corporate governance code principles as outlined in the listing rules, with the exception of one specific provision[117]. - The board structure is believed to provide sufficient checks and balances for effective business decision-making[121]. Shareholder Information - The company has a significant shareholder, 富偉國際控股有限公司, holding 40.16% of the issued ordinary shares[151]. - The company’s major shareholder, 黃岸峰, holds 40.31% of the issued ordinary shares through 明高投資控股有限公司[152]. - The company’s dividend policy is discretionary, based on financial performance and future business plans[132]. - The group has not declared any dividends for the year[31]. - No shares were purchased, sold, or redeemed by the company or its subsidiaries during the fiscal year ending December 31, 2023[134]. Operational Strategy - The company plans to collaborate with leading international hotel brands to enhance its hotel services and expand into the Greater China and Southeast Asia tourism markets[6]. - The company aims to introduce new businesses, including theme parks and short-term vacation services, to maximize shareholder value[6]. - The company has identified strong growth potential in the post-pandemic Chinese tourism industry, with expectations for international tourism to fully recover to pre-pandemic levels in 2024[23]. - The group is focused on enhancing its operational efficiency and environmental performance through partnerships with hotel operators[35]. - The group has established a standard operating system to address and resolve any complaints from hotel guests, overseen by senior management[40]. Compliance and Risk Management - The group has maintained compliance with environmental laws and regulations, with no violations reported during the year[37]. - The group is committed to monitoring and evaluating risks and opportunities related to environmental, social, and governance issues[62]. - The company has complied with the Guangdong Province Food Safety Regulations and related policies, ensuring strict supervision over food additives used in its operations[70]. - The audit committee has reviewed the effectiveness of the group's internal systems and controls, as well as the audited financial statements for the year ending December 31, 2023[89]. - The audit committee has fulfilled its responsibilities, including reviewing accounting matters and the financial impact of new accounting standards[187]. Human Resources and Development - The group continues to implement comprehensive human resources training and development programs to equip employees with necessary skills for current and future challenges[42]. - The company encourages directors and senior executives to participate in professional development courses related to listing rules and corporate governance[181]. - The remuneration committee is responsible for ensuring a formal and transparent remuneration policy for executive directors and senior management, considering factors such as salary levels of comparable companies[196]. - The company emphasizes the importance of a diverse board to maintain a high-quality director team[190]. - The nomination committee has adopted a set of terms of reference for the nomination, appointment, and removal of directors, considering diversity and qualifications[189].