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8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9月1日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 00542 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 100,000,000,000 | HKD | | 0.01 | HKD | | 1,000,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 100,000,000,000 | HKD | | 0.01 | HKD | | 1,000,000,000 ...

Core Viewpoint - China Culture Tourism Agriculture (00542.HK) reported significant revenue growth for the six months ending June 30, 2025, with earnings reaching approximately HKD 35.6 million, compared to HKD 13.5 million in the same period of 2024 [1] Financial Performance - The company's revenue for the first half of 2025 was approximately HKD 35,600,000, a substantial increase from HKD 13,500,000 in 2024, indicating a growth of over 163% [1] - The loss attributable to the company's owners was approximately HKD 52,500,000 for the first half of 2025, which is an improvement compared to a loss of HKD 88,200,000 in the same period of 2024 [1]

Group 1 - The company reported a revenue of HKD 35.626 million for the first half of 2025, representing a year-on-year increase of 164.1% [1] - The loss attributable to the company's owners was HKD 52.492 million, which narrowed by 40.5% compared to the previous year [1] - The basic loss per share was HKD 0.68 [1]

[2025 Interim Results Announcement](index=2&type=section&id=Interim%20Results%20Announcement) [Condensed Consolidated Statement of Profit or Loss](index=2&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss) The Group achieved significant revenue growth and a substantial reduction in loss in the first half of 2025, primarily due to improvements in the property development business, despite finance costs remaining a major expense Condensed Consolidated Statement of Profit or Loss | Metric | H1 2025 (HKD thousands) | H1 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 35,626 | 13,489 | 164.1% | | Cost of sales | (25,543) | (7,702) | 231.6% | | Gross profit | 10,083 | 5,787 | 74.2% | | Other income and gains | 547 | 1,060 | -48.4% | | Selling expenses | (381) | (1,411) | -73.0% | | Administrative and other expenses | (3,644) | (46,455) | -92.2% | | Finance costs | (53,563) | (52,715) | 1.6% | | Loss before tax | (46,958) | (93,734) | -49.9% | | Income tax (expense)/credit | (1,069) | 224 | -576.3% | | Loss for the period | (48,027) | (93,510) | -48.7% | | Loss for the period attributable to owners of the Company | (52,492) | (88,185) | -40.5% | | Non-controlling interests | 4,465 | (5,325) | 183.8% | | Basic loss per share (HK cents) | (0.68) | (1.15) | -40.9% | - Loss for the period significantly narrowed by **48.7%**, decreasing from **HKD 93,510 thousands** in H1 2024 to **HKD 48,027 thousands** in H1 2025[4](index=4&type=chunk) - Basic loss per share improved from **1.15 HK cents** in H1 2024 to **0.68 HK cents** in H1 2025[4](index=4&type=chunk) [Condensed Consolidated Statement of Comprehensive Income](index=3&type=section&id=Condensed%20Consolidated%20Statement%20of%20Comprehensive%20Income) The Group's total comprehensive loss for H1 2025 narrowed compared to the prior year, primarily due to a reduced loss for the period, although exchange differences on translating foreign operations shifted from a gain to a loss Condensed Consolidated Statement of Comprehensive Income | Metric | H1 2025 (HKD thousands) | H1 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Loss for the period | (48,027) | (93,510) | -48.7% | | Exchange differences on translating foreign operations | (309) | 8,488 | -103.6% | | Total comprehensive loss for the period | (48,336) | (85,022) | -43.1% | | Total comprehensive loss for the period attributable to owners of the Company | (55,289) | (79,731) | -30.7% | | Non-controlling interests | 6,953 | (5,291) | 231.4% | - Total comprehensive loss for the period decreased from **HKD 85,022 thousands** in H1 2024 to **HKD 48,336 thousands** in H1 2025, narrowing by **43.1%**[5](index=5&type=chunk) - Exchange differences on translating foreign operations shifted from a **HKD 8,488 thousands** gain in H1 2024 to a **HKD 309 thousands** loss in H1 2025[5](index=5&type=chunk) [Condensed Consolidated Statement of Financial Position](index=4&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2025, the Group's total assets slightly increased, but total current liabilities remained high, leading to a further expansion of net current liabilities and an increase in total equity deficit to HKD 66,424 thousands, posing significant uncertainty to its going concern ability Condensed Consolidated Statement of Financial Position | Metric | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Total non-current assets | 1,772,752 | 1,741,641 | 1.8% | | Total current assets | 1,306,729 | 1,337,198 | -2.3% | | Total assets | 3,079,481 | 3,078,839 | 0.02% | | Total current liabilities | 1,819,089 | 1,755,322 | 3.6% | | Net current liabilities | (512,360) | (418,124) | 22.5% | | Total non-current liabilities | 1,326,816 | 1,341,605 | -1.1% | | Net liabilities | (66,424) | (18,088) | 267.2% | | Deficit attributable to owners of the Company | (201,235) | (145,946) | 37.9% | | Non-controlling interests | 134,811 | 127,858 | 5.4% | | Total deficit | (66,424) | (18,088) | 267.2% | - Net current liabilities expanded from **HKD 418,124 thousands** as of December 31, 2024, to **HKD 512,360 thousands** as of June 30, 2025, indicating increased liquidity pressure[7](index=7&type=chunk) - The Group's total equity deficit further expanded from **HKD 18,088 thousands** as of December 31, 2024, to **HKD 66,424 thousands** as of June 30, 2025[7](index=7&type=chunk) [Notes to the Condensed Consolidated Financial Statements](index=6&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) This section details the Group's accounting policies, operating segments, revenue composition, finance costs, taxation, asset and liability breakdowns, and commitments, revealing ongoing going concern challenges and measures taken to improve liquidity [Basis of Preparation and Going Concern](index=6&type=section&id=Basis%20of%20Preparation%20and%20Going%20Concern) The Group faces severe liquidity challenges, recording a net loss as of June 30, 2025, with substantial financial obligations due within the next 12 months, while cash and cash equivalents are insufficient for repayment; directors have formulated plans to improve liquidity, but significant uncertainties regarding its going concern ability persist - As of June 30, 2025, the Group recorded a net loss of approximately **HKD 48,027,000**[12](index=12&type=chunk) - Approximately **HKD 1,819,089,000** of the Group's financial obligations are due within the next 12 months, including bank borrowings of approximately **HKD 170,345,000** and other borrowings of **HKD 64,217,000** repayable on demand, while available cash and cash equivalents are only approximately **HKD 16,536,000**[12](index=12&type=chunk) - Directors have implemented various plans and measures to improve liquidity and financial position, including accelerating property pre-sales and sales, optimizing the workforce, negotiating renewals and extensions with lenders, and exploring asset disposal opportunities[13](index=13&type=chunk) [Operating Segment Information](index=8&type=section&id=Operating%20Segment%20Information) The Group primarily operates in property development, hotel business, and other businesses (retail sales); the property development segment achieved significant profitability in H1 2025, while hotel business losses narrowed, indicating property development as the main driver of improved performance Operating Segment Performance | Segment | H1 2025 Revenue (HKD thousands) | H1 2024 Revenue (HKD thousands) | H1 2025 Profit/(Loss) (HKD thousands) | H1 2024 Profit/(Loss) (HKD thousands) | | :--- | :--- | :--- | :--- | :--- | | Property development | 35,027 | 11,930 | 18,269 | (24,564) | | Hotel business | 308 | 309 | (8,231) | (11,560) | | Others | 291 | 1,250 | (143) | (2,845) | | **Total** | **35,626** | **13,489** | **9,895** | **(38,969)** | - Property development segment revenue increased by **193.6%** year-on-year and shifted from a loss to a profit, being the primary contributor to the Group's overall performance improvement[18](index=18&type=chunk) - Hotel business revenue remained stable, with segment loss narrowing by **28.8%**[18](index=18&type=chunk) [Revenue and Other Income](index=10&type=section&id=Revenue%20and%20Other%20Income) The Group's revenue primarily derived from sales of properties held for sale, which significantly increased in H1 2025, while other income and gains decreased, mainly due to reduced rental income Revenue by Source | Revenue Source | H1 2025 (HKD thousands) | H1 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Sales of properties held for sale | 29,956 | 10,507 | 185.1% | | Sales of goods | 291 | 1,250 | -76.7% | | Licensing income | 308 | 309 | -0.3% | | Property agency income | 5,071 | 1,423 | 256.4% | | **Total Revenue** | **35,626** | **13,489** | **164.1%** | Other Income and Gains | Other Income and Gains | H1 2025 (HKD thousands) | H1 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Bank interest income | 89 | 131 | -32.1% | | Rental income | – | 354 | -100.0% | | Others | 458 | 575 | -20.3% | | **Total** | **547** | **1,060** | **-48.4%** | - Sales of properties held for sale revenue was the primary driver of the Group's revenue, growing by **185.1%** year-on-year[25](index=25&type=chunk) [Finance Costs](index=11&type=section&id=Finance%20Costs) The Group's finance costs primarily stemmed from interest on loans and borrowings, and despite some borrowing costs being capitalized, overall finance costs remained at a high level Finance Costs Breakdown | Item | H1 2025 (HKD thousands) | H1 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Interest on loans and borrowings | 41,073 | 44,083 | -6.9% | | Interest on amount due to a director | 8,143 | 9,013 | -9.6% | | Interest on acceptance bills payable | 6,252 | 1,915 | 226.5% | | Interest on lease liabilities | – | 40 | -100.0% | | **Total** | **55,508** | **55,011** | **0.9%** | | Less: Amount capitalized in properties under development | (1,945) | (2,296) | -15.3% | | **Net finance costs** | **53,563** | **52,715** | **1.6%** | - Borrowing costs were capitalized at annual interest rates ranging from **6.5% to 8.1%** (H1 2024: **6.5% to 8.5%**)[28](index=28&type=chunk) [Loss Per Share](index=12&type=section&id=Loss%20Per%20Share) The Group's basic loss per share improved compared to the prior year, but diluted loss per share was not presented due to the absence of potential ordinary shares outstanding during the period - Basic loss per share is calculated based on the loss for the period attributable to owners of the Company of **HKD 52,492,000** (H1 2024: **HKD 88,185,000**) and **7,687,158,040** ordinary shares outstanding[32](index=32&type=chunk) - Diluted loss per share was not presented as there were no potential ordinary shares outstanding during the period[32](index=32&type=chunk) [Assets and Liabilities](index=12&type=section&id=Assets%20and%20Liabilities) The Group's properties under development and properties held for sale are major assets, with an increase in impairment losses on trade receivables; current liabilities saw significant increases in trade payables and interest payables, while total loans and borrowings decreased, yet substantial short-term repayment pressure persists Asset and Liability Overview | Asset and Liability Item | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Properties under development | 1,606,952 | 1,567,804 | 2.5% | | Properties held for sale | 836,225 | 843,756 | -0.9% | | Trade receivables (net) | 2,576 | 1,911 | 34.8% | | Trade payables, other payables and accrued expenses | 658,228 | 641,586 | 2.6% | | Contract liabilities | 96,889 | 34,634 | 179.7% | | Total loans and borrowings | 1,409,114 | 1,514,248 | -6.9% | | Amount due to a director | 155,006 | 153,121 | 1.2% | | Acceptance bills payable | 139,102 | 136,815 | 1.7% | - Impairment losses on trade receivables increased from **HKD 81,603 thousands** as of December 31, 2024, to **HKD 84,232 thousands** as of June 30, 2025[37](index=37&type=chunk) - Interest payables significantly increased from **HKD 88,128 thousands** as of December 31, 2024, to **HKD 152,714 thousands** as of June 30, 2025, a **73.3%** increase[38](index=38&type=chunk) [Commitments and Contingent Liabilities](index=18&type=section&id=Commitments%20and%20Contingent%20Liabilities) The Group's project commitments significantly increased, while contingent liabilities substantially decreased, primarily related to repurchase guarantees provided to banks - Project commitments (contracted but unprovided property development expenditures and land acquisitions) increased from **HKD 273,600 thousands** as of December 31, 2024, to **HKD 359,000 thousands** as of June 30, 2025[56](index=56&type=chunk) - Total contingent liabilities significantly decreased from **HKD 280,600 thousands** as of December 31, 2024, to **HKD 145,700 thousands** as of June 30, 2025, primarily related to repurchase guarantees provided to banks[58](index=58&type=chunk) - The Group had no significant capital commitments at the end of both reporting periods[57](index=57&type=chunk) [Management Discussion and Analysis](index=19&type=section&id=Management%20Discussion%20and%20Analysis) Management reviewed the Group's operating results for H1 2025, highlighting significant improvements in the property development business as the main reason for narrowed losses, while also detailing the Group's financial position, liquidity challenges, outlook on the Chinese real estate market, and proposed strategies [Business Review](index=19&type=section&id=Business%20Review) The Group's revenue significantly increased in H1 2025, with both loss before tax and loss attributable to owners of the Company substantially narrowing, primarily due to improvements in the property development business, despite finance costs remaining a major expense - The Group's revenue was approximately **HKD 35,600,000**, a significant increase from **HKD 13,500,000** in the same period of 2024[60](index=60&type=chunk) - Loss before tax was approximately **HKD 47,000,000**, narrowing from **HKD 93,700,000** in the same period of 2024[60](index=60&type=chunk) - Loss attributable to owners of the Company was approximately **HKD 52,500,000**, an improvement from **HKD 88,200,000** in the same period of 2024[60](index=60&type=chunk) [Segment Performance](index=19&type=section&id=Segment%20Performance) The property development segment achieved a significant turnaround from loss to profit in H1 2025, primarily driven by pre-sales progress of projects like De De Guo Cheng, Fu Yuan Jun Ting, and Fu Yuan Plaza; hotel business losses narrowed, but revenue remained flat - Property development segment revenue was approximately **HKD 35,000,000**, a significant increase from **HKD 11,900,000** in the same period of 2024[61](index=61&type=chunk) - The property development segment turned from a loss of **HKD 24,600,000** in the same period of 2024 to a profit of **HKD 18,300,000** in H1 2025[61](index=61&type=chunk) - The De De Guo Cheng project achieved **65.0%** of its total saleable area in sales contracts, with construction expected to be completed in October 2025[62](index=62&type=chunk) - Phases I and II of the Fu Yuan Jun Ting project achieved sales contracts of approximately **100%** and **88.1%** respectively[63](index=63&type=chunk) - The hotel business segment recorded **HKD 300,000** in sub-licensing income, flat year-on-year, with segment loss narrowing to **HKD 8,200,000**[66](index=66&type=chunk) [Capital Structure, Liquidity and Financial Resources](index=21&type=section&id=Capital%20Structure%2C%20Liquidity%20and%20Financial%20Resources) The Group's total interest-bearing borrowings decreased, but the total equity deficit significantly expanded, and the gearing ratio substantially increased due to reduced borrowings and equity, indicating severe liquidity pressure Capital Structure and Liquidity | Metric | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Total interest-bearing borrowings | 1,703,200 | 1,804,100 | -5.6% | | Borrowings from financial institutions | 490,900 | 537,300 | -8.7% | | Borrowings from independent third parties | 854,000 | 912,700 | -6.5% | | Acceptance bills payable | 139,100 | 136,800 | 1.7% | | Other loans | 64,200 | 64,200 | 0.0% | | Amount due to a director | 155,000 | 153,100 | 1.2% | | Total equity (deficit) | (66,400) | (18,100) | 267.4% | - The Group's total equity deficit expanded from **HKD 18,100,000** as of December 31, 2024, to **HKD 66,400,000** as of June 30, 2025[70](index=70&type=chunk) - The gearing ratio significantly increased, primarily due to substantial interest-bearing borrowings for property development operations and a reduction in the Group's total equity during the period[70](index=70&type=chunk) [Pledge of the Group's Assets](index=22&type=section&id=Pledge%20of%20the%20Group%27s%20Assets) Portions of the Group's leasehold land and buildings, along with restricted bank balances, have been pledged to financial institutions as collateral for loans and financing - Leasehold land and buildings with a carrying value of approximately **HKD 164,700,000** (December 31, 2024: **HKD 173,200,000**) have been pledged to financial institutions[74](index=74&type=chunk) - Restricted bank balances of approximately **HKD 1,000,000** (December 31, 2024: **HKD 100,800,000**) have been pledged to certain banks[74](index=74&type=chunk) [Staff Analysis](index=23&type=section&id=Staff%20Analysis) The Group's total number of employees decreased, and it will continue to implement human resource training and development programs - As of June 30, 2025, the Group employed a total of **70** staff, a decrease from **90** as of December 31, 2024[75](index=75&type=chunk) - The Group will continue to implement its overall human resource training and development programs to enhance employee knowledge, skills, and experience[75](index=75&type=chunk) [Prospects and Plans](index=23&type=section&id=Prospects%20and%20Plans) The Chinese real estate market faced severe pressure in H1 2025, with a gradual narrowing of year-on-year decline expected in H2, though the market remains sluggish; the Group will benefit from policy support, but market confidence recovery will take time - In H1 2025, China's overall economy faced severe pressure on property sales due to adverse factors such as weak domestic demand, a sluggish labor market, a stagnant real estate market, and low consumer sentiment[76](index=76&type=chunk) - The year-on-year decline in national new home sales is expected to gradually narrow in H2, but real estate investment may remain weak, and the market is still in a downturn[76](index=76&type=chunk) - Key policy directions include lowering mortgage interest rates, reducing transaction taxes and fees, and optimizing home purchase restrictions to stimulate demand for upgraded housing and drive market recovery[76](index=76&type=chunk) [Corporate Governance](index=23&type=section&id=Corporate%20Governance) The Group is committed to maintaining high standards of corporate governance and largely complies with the Corporate Governance Code in Appendix C1 of the Listing Rules, though the combined roles of Chairman and Chief Executive Officer constitute a deviation - The Company has applied and complied with the principles and applicable code provisions of the Corporate Governance Code set out in Appendix C1 of the Listing Rules, except for the combined roles of Chairman and Chief Executive Officer held by Mr. Yang Lijun, which constitutes a deviation[77](index=77&type=chunk)[78](index=78&type=chunk) - Mr. Zeng Haobang was appointed as an independent non-executive director, chairman of the Nomination Committee, member of the Audit Committee, and member of the Remuneration Committee, effective June 4, 2025[79](index=79&type=chunk) - All directors confirmed compliance with the Model Code for Securities Transactions by Directors throughout the six months ended June 30, 2025[80](index=80&type=chunk) [Audit Committee and Review of Interim Results](index=25&type=section&id=Audit%20Committee%20and%20Review%20of%20Interim%20Results) The Company's Audit Committee has reviewed the Group's unaudited condensed consolidated financial information for the six months ended June 30, 2025 - The Audit Committee comprises three independent non-executive directors[82](index=82&type=chunk) - The Audit Committee, the Company's auditor, and the Company's management have reviewed the Group's unaudited condensed consolidated financial information for the six months ended June 30, 2025[82](index=82&type=chunk) [Cautionary Statement](index=25&type=section&id=Cautionary%20Statement) The financial information contained in this announcement is unaudited and has not been agreed upon by the auditor; shareholders and potential investors are urged to exercise caution when dealing in the Company's securities - The financial information regarding the Group's interim results contained in this announcement is unaudited and has not been agreed upon by the auditor[84](index=84&type=chunk) - Shareholders and potential investors of the Company are urged to exercise caution when dealing in the Company's securities[84](index=84&type=chunk)

Digital Currency Sector - The digital currency sector has seen significant gains, with the index rising over 3% and reaching a historical high, marking a nine-day consecutive increase [2][4] - New Morning Technology (300542) opened high and quickly hit a 20% limit up, while other companies like Sanwei Xinan and Kexin Information also saw strong gains [2] - The stablecoin market is entering a new expansion phase, with potential growth reaching trillions of dollars, driven primarily by the payment sector [4][5] Cross-Border Payment and Financial Services - Cross-border payment, multi-financial services, and blockchain-related sectors have also experienced strong upward movement, with several companies hitting their daily limit [4] - Citic Securities believes that stablecoins will play a crucial role in cross-border payments and real-world assets (RWA), becoming a key battleground for major players [5] Livestock Industry - The livestock sector has shown a significant recovery, with the index jumping over 5% in early trading, led by companies like Muyuan Foods and Tianyu Biology [6][8] - Muyuan Foods reported a revenue of 76.463 billion yuan for the first half of 2025, a year-on-year increase of 34.46%, and a net profit of 10.530 billion yuan, up 1169.77% [8] - The Shanghai Municipal Commission of Commerce is promoting the development of the pet economy, highlighting its potential as a key driver for economic growth and urban enhancement [8]

[Announcement Overview](index=1&type=section&id=Announcement%20Overview) This section provides an overview of the supplemental announcement for the 2024 annual report, focusing on the new share option scheme [Purpose of Supplemental Announcement](index=1&type=section&id=Purpose%20of%20Supplemental%20Announcement) This announcement aims to provide supplementary information for the annual report of China Cultural Tourism Agriculture Group Co., Ltd. for the year ended December 31, 2024, particularly regarding the details of the new share option scheme - This announcement supplements the company's 2024 annual report, primarily detailing the new share option scheme[2](index=2&type=chunk) [Details of New Share Option Scheme](index=1&type=section&id=Details%20of%20New%20Share%20Option%20Scheme) This section outlines the specifics of the new share option scheme, including participant eligibility, authorization limits, and grant conditions [Eligible Participants of the Scheme](index=1&type=section&id=Eligible%20Participants%20of%20the%20Scheme) Eligible participants for the new share option scheme include employees (including executive directors, excluding non-executive and independent non-executive directors) and non-executive directors (including independent non-executive directors) of the Company, its subsidiaries, or group-held entities, with all grants subject to new requirements under Chapter 17 of the Listing Rules effective January 1, 2023 - Eligible participants include employees (including executive directors) and non-executive directors (including independent non-executive directors) of the Company, its subsidiaries, and group-held entities[2](index=2&type=chunk) - Share option grants must comply with the new requirements under Chapter 17 of the Listing Rules effective January 1, 2023[2](index=2&type=chunk) [Scheme Authorization Limit and Share Issuance](index=1&type=section&id=Scheme%20Authorization%20Limit%20and%20Share%20Issuance) The total number of ordinary shares issuable under the new share option scheme is 694,635,004 shares, representing approximately 9.04% of issued shares as of the annual report date, with no sub-limit for service providers New Share Option Scheme Authorization Limit | Metric | Value | | :--- | :--- | | Total ordinary shares issuable (2024) | 694,635,004 Shares | | Percentage of issued shares as of annual report date | Approximately 9.04% | - The scheme does not set a sub-limit for service providers[3](index=3&type=chunk) [Share Option Grant Conditions and Consideration](index=2&type=section&id=Share%20Option%20Grant%20Conditions%20and%20Consideration) Share option grantees are required to pay HKD 1.00 as consideration, with shareholder approval needed if total shares issued from option exercise exceed 1% of issued shares within 12 months, requiring related parties to abstain from voting - Grantees are required to pay **HKD 1.00** as consideration for the granted share options[5](index=5&type=chunk) - If the total number of shares issued from exercising share options within 12 months exceeds **1%** of the then-issued shares, approval from a general meeting of shareholders is required, and relevant participants and their associates must abstain from voting[4](index=4&type=chunk) [Board Information](index=2&type=section&id=Board%20Information) This section provides details on the announcement's signatory and the current composition of the Board of Directors [Announcement Signature and Board Composition](index=2&type=section&id=Announcement%20Signature%20and%20Board%20Composition) This announcement is signed by Mr. Yang Lijun, Chairman, on behalf of the Board, and lists the Board members as of the announcement date, including executive, non-executive, and independent non-executive directors - The announcement is signed by **Mr. Yang Lijun**, Chairman, on behalf of the Board[6](index=6&type=chunk) Board Member Composition (As of August 15, 2025) | Position | Name | | :--- | :--- | | Chairman and Executive Director | Mr. Yang Lijun | | Executive Director | Mr. Tam Ka Wai | | Non-executive Director | Mr. Wong Yuk Lun | | Independent Non-executive Director | Ms. Chan Hoi Ning | | Independent Non-executive Director | Ms. Tsui Wai Ting | | Independent Non-executive Director | Mr. Tsang Ho Pong | [Disclaimer](index=1&type=section&id=Disclaimer) This section presents the disclaimer from Hong Kong Exchanges and Clearing Limited regarding the announcement's content and any reliance thereon [HKEX Disclaimer](index=1&type=section&id=HKEX%20Disclaimer) Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no statement as to its accuracy or completeness, and expressly disclaim any liability for losses arising from reliance on its contents - Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement and make no statement as to its accuracy or completeness[1](index=1&type=chunk) - Hong Kong Exchanges and Clearing Limited expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the contents of this announcement[1](index=1&type=chunk)

Group 1 - The company, China Cultural Tourism Agriculture (00542.HK), will hold a board meeting on August 28, 2025, to review and approve its interim results for the six months ending June 30, 2025 [1] - The meeting will also consider the proposal for the distribution of an interim dividend, if any [1]

香 港 交 易 及 結 算 所 有 限 公 司 及 香 港 聯 合 交 易 所 有 限 公 司 對 本 公 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 ...