公司已根据合伙协议作出出资，而出售事项已于2025年8月11日完成。 北大资源(00618)公布，于2025年5月7日(联交所交易时间后)，该公司(作为劣后级有限合伙人)与苏州遨 泽(作为普通合伙人)及重庆京嘉汇(作为优先有限合伙人)订立合伙协议。根据合伙协议，该公司、苏州 遨泽及重庆京嘉汇同意设立合伙企业，总资本承担为人民币100,010,000元，乃由以下人士出资：(i)苏州 遨泽为人民币1万元;(ii)该公司为人民币3000万元;及(iii)重庆京嘉汇为人民币7000万元。 其中，该公司的资本承担应透过向合伙企业注入出售公司(于本公告日期为公司的全资附属公司安泰国 际投资集团(香港)有限公司)的全部股权的方式结清。因此，该公司订立合伙协议及公司将向合伙企业作 出注资将导致视作出售公司于出售公司的股权。 ...

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。 Peking University Resources (Holdings) Company Limited 北大資源（控股）有限公司 （於百慕達註冊成立之有限公司） 主席 黃啓豪 香港，二零二五年八月二十五日 於本公告日期，董事會由執行董事黃啓豪先生（主席）、黃柱光先生、侯瑞林先生 及夏丁先生；以及獨立非執行董事錢志浩先生、徐楠女士及張嘉裕教授組成。 （股份代號：00618） 完成主要交易 成立有限合夥企業及出售一間從事物業發展的附屬公司的股權 茲提述北大資源（控股）有限公司（「本公司」）日期為二零二五年五月七日之公告及 本公司日期為二零二五年六月二十六日之通函（「該通函」），內容有關出售事項， 以及本公司日期為二零二五年七月十六日之公告，內容有關股東特別大會之投票 表決結果。除另有註明者外，本公告所用詞彙與該通函所界定者具有相同涵義。 董事會欣然宣佈，本公司已根據合夥協議作出出資，而出售事項已於二零 ...

FF301 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: 北大資源(控股)有限公司（於百慕達註冊成立之有限公司） 呈交日期: 2025年8月1日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | | 於香港聯交所上市 (註1) | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 00618 | 說明 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 150,000,000,000 | HKD | | 0.01 HKD | | 1,500,000,000 | | 增加 / 減少 (-) | | | | | | HKD | | | | 本月底結存 | | | 150,000,000,000 | HKD | | 0.01 HKD | | 1,500,000,0 ...

[Company Overview](index=4&type=section&id=Company%20Overview) The company is a diversified holding company primarily engaged in healthcare retail, e-commerce, property development, and investment in Mainland China, Singapore, and Hong Kong [Company Business Segments](index=4&type=section&id=Company%20Business%20Segments) Peking University Resources (Holdings) Company Limited (Stock Code: 618.HK) is a diversified holding company primarily engaged in four core businesses: healthcare and pharmaceutical retail, online sales of consumer electronics and health foods, property development, and property investment and management - The Group's core businesses cover four segments: healthcare and pharmaceutical retail, e-commerce and distribution, property development, and property investment and management[4](index=4&type=chunk) - The healthcare retail business operates under the "Yekaitai" brand, with 47 chain stores, 11 traditional Chinese medicine clinics, and 3 dermatology clinics as of March 31, 2025[4](index=4&type=chunk) - The e-commerce business primarily sells consumer electronics and health foods through platforms like Douyin and JD.com[5](index=5&type=chunk) - The property development business has 11 projects in 7 cities in Mainland China, holding approximately 1.91 million square meters of properties for sale, under development, and undeveloped land[5](index=5&type=chunk) [Chairman's Statement](index=6&type=section&id=Chairman's%20Statement) Facing a complex environment of global high interest rates and geopolitical conflicts, the Group experienced significant challenges during the reporting year, particularly impacted by the deep adjustment in the real estate sector, leading to a decline in revenue and a substantial loss; despite this, the Group achieved strategic breakthroughs in business transformation, successfully expanding the "Big Health+" innovative model and deepening its e-commerce business, with the disposal of property development projects through a partnership with Suzhou Aozhe expected to significantly improve the Group's financial position, allowing future resources to focus on healthcare, e-commerce, and special opportunities investment as its three core businesses Key Financial Indicators for the Reporting Year | Indicator | Amount (RMB) | | :--- | :--- | | Revenue | 1.62 billion yuan | | Net Loss | 2.52 billion yuan | | Equity attributable to owners of the Company | From a surplus of 1.03 billion yuan to a deficit of 1.26 billion yuan | - The net loss primarily resulted from declining property sales prices, increased impairment of properties held for sale, and increased provisions for expected guarantee liabilities and litigation arising from the disposal of subsidiaries of Hong Kong Huzi Limited[9](index=9&type=chunk) - The healthcare business achieved a 117.3% year-on-year increase in revenue by acquiring and upgrading Yekaitai Pharmaceutical to a "Big Health+" model, operating 47 chain stores, 11 traditional Chinese medicine clinics, and 3 dermatology clinics[10](index=10&type=chunk) - The e-commerce and distribution business saw a 14.6% increase in revenue, as the Group transitions from a traditional IT distributor to a diversified e-commerce business[10](index=10&type=chunk) - The Group plans to dispose of certain property development projects through the establishment of a partnership, which is expected to significantly improve its financial position and allow the company to focus resources on core businesses such as healthcare retail and e-commerce[12](index=12&type=chunk) - Future strategic initiatives will focus on three key areas: deepening the full-chain healthcare service model, optimizing e-commerce and expanding cross-border e-commerce, and developing special opportunities asset investment businesses[12](index=12&type=chunk) [Management Discussion and Analysis](index=8&type=section&id=Management%20Discussion%20and%20Analysis) This section provides an in-depth review of the group's market performance, business segment results, financial position, significant legal matters, and future strategic outlook [Market Review](index=9&type=section&id=Market%20Review) During the reporting period, global economic growth slowed, while China's economy remained stable with policy support; the healthcare retail sector was affected by consumption downgrades, but the online market and traditional Chinese medicine fields received policy support, showing an innovative "pharmacy + clinic" trend; the e-commerce industry entered a phase of high-quality development, with content and social e-commerce becoming core growth drivers, and online retail sales continued to grow under policy promotion; although the real estate sector received strong policy support and market confidence improved, it remained in a downward bottoming cycle, with recovery momentum yet to accumulate - Healthcare and Pharmaceutical Retail: The industry's profits declined due to consumption downgrades, but the online market maintained growth, with national policies supporting "Internet + healthcare" and traditional Chinese medicine development, leading to a diversified "pharmacy + clinic" integration trend in the industry[18](index=18&type=chunk)[20](index=20&type=chunk) - E-commerce and Distribution Business: The industry entered a high-quality development phase, with content e-commerce and social e-commerce becoming core growth drivers, and under policies like "trade-in" programs, national online retail sales reached **15.5 trillion yuan** in 2024, a year-on-year increase of **7.2%**[21](index=21&type=chunk)[22](index=22&type=chunk) - Real Estate Business: Industry policies continued to intensify, boosting market confidence, but the sector remained in a downward bottoming cycle, with national commercial housing sales declining by **17.1%** year-on-year in 2024 and **2.1%** in the first quarter of 2025, indicating that industry recovery momentum still needs to accumulate[24](index=24&type=chunk)[25](index=25&type=chunk) [Business Review](index=11&type=section&id=Business%20Review) During the reporting year, the Group's business segments showed mixed performance, with healthcare and pharmaceutical retail achieving double-digit revenue growth through a "Big Health+" model but incurring a slight loss due to new store investments, while e-commerce and distribution revenue grew by 14.6% but profit declined due to increased initial sales expenses, and the real estate business suffered a sharp increase in losses despite a slight revenue increase, primarily due to reduced gross profit and increased provisions, while property investment and management saw significant fluctuations in revenue and loss due to higher property sales revenue in the prior year [Healthcare and Pharmaceutical Retail](index=11&type=section&id=Healthcare%20and%20Pharmaceutical%20Retail) The Group successfully expanded its business scale by acquiring Yekaitai Pharmaceutical and upgrading it to a "pharmacy + traditional Chinese medicine + Big Health" model, operating 47 chain stores, 11 traditional Chinese medicine clinics, and 3 dermatology clinics as of March 2025, with segment revenue significantly increasing by 117.3% year-on-year during the reporting period, but incurring a slight loss due to initial investments in new clinics Healthcare and Pharmaceutical Retail Segment Performance | Indicator | FY2025 (RMB) | FY2024 (RMB) | Year-on-year Change | | :--- | :--- | :--- | :--- | | Revenue | 190,800,000 yuan | 87,800,000 yuan | +117.3% | | Segment (Loss)/Profit | (100,000) yuan | 3,800,000 yuan | From profit to loss | - The slight loss for the year was primarily attributable to the initial setup costs of new clinics[28](index=28&type=chunk) [E-commerce and Distribution](index=12&type=section&id=E-commerce%20and%20Distribution) The Group successfully transitioned from a traditional IT distributor to an e-commerce platform, focusing on consumer electronics and health food businesses, with revenue increasing by 14.6% year-on-year during the reporting period; however, segment profit decreased compared to the prior year due to increased initial sales expenses from introducing new product lines E-commerce and Distribution Segment Performance | Indicator | FY2025 (RMB) | FY2024 (RMB) | Year-on-year Change | | :--- | :--- | :--- | :--- | | Revenue | 711,900,000 yuan | 621,400,000 yuan | +14.6% | | Segment Profit | 13,500,000 yuan | 30,800,000 yuan | -56.2% | - The decrease in segment profit was mainly due to the adjustment of product structure and increased initial sales expenses from introducing new product lines[30](index=30&type=chunk) [Real Estate Business - Property Development](index=13&type=section&id=Real%20Estate%20Business%20-%20Property%20Development) Property development revenue increased by 8.4% year-on-year, but segment loss sharply expanded to **2.18 billion yuan** due to reduced gross profit from property sales and increased provisions for expected guarantee liabilities; as of the end of the reporting period, the Group had 11 projects in 7 cities, and subsequently, the Group injected all property development projects under development into a newly established partnership to divest related businesses Property Development Segment Performance | Indicator | FY2025 (RMB) | FY2024 (RMB) | | :--- | :--- | :--- | | Revenue | 605,200,000 yuan | 558,200,000 yuan | | Segment Loss | (2,184,300,000) yuan | (117,300,000) yuan | - The expansion of segment loss was primarily due to reduced gross profit from property sales and increased provisions for expected guarantee liabilities[32](index=32&type=chunk) - Subsequent to the reporting period, the Group divested all property development projects under development by establishing a partnership to streamline its operations[35](index=35&type=chunk) [Real Estate Business - Property Investment and Management](index=14&type=section&id=Real%20Estate%20Business%20-%20Property%20Investment%20and%20Management) Revenue from property investment and management decreased by 36.2% year-on-year, mainly due to higher property sales revenue recorded in the comparative period, while segment loss expanded primarily due to a significant reduction in fair value gains on investment properties and a decrease in gross profit from leased building areas during the reporting year Property Investment and Management Segment Performance | Indicator | FY2025 (RMB) | FY2024 (RMB) | | :--- | :--- | :--- | | Revenue | 110,600,000 yuan | 173,600,000 yuan | | Segment Loss | (133,000,000) yuan | (29,800,000) yuan | [Financial Review](index=14&type=section&id=Financial%20Review) During the reporting year, the Group's total loss expanded to **2.52 billion yuan**, with loss attributable to owners at **2.34 billion yuan**, primarily driven by multiple factors including a shift from gross profit to loss due to declining property sales prices despite overall revenue growth, a significant increase in impairment provisions for properties held for sale, increased provisions for guarantee liabilities related to disposed companies, and higher finance costs and taxes; in terms of financial position, total assets decreased while total liabilities increased, leading to a negative shift in shareholders' equity, a significant rise in the gearing ratio, and a decline in the current ratio, indicating substantial financial pressure Group Overall Performance | Indicator | For the year ended March 31, 2025 (RMB thousand) | For the year ended March 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | **Consolidated Income Statement** | | | | Revenue | 1,618,544 | 1,440,982 | | (Gross Loss)/Gross Profit | (53,006) | 130,789 | | Loss for the year | (2,519,612) | (750,242) | | Loss attributable to owners of the Company | (2,339,899) | (785,629) | | Basic and diluted loss per share | (85.99) cents | (32.93) cents | - The main reasons for the expanded loss include: reduced gross profit due to declining property sales prices, an increase in impairment provisions for properties held for sale by approximately **425 million yuan**, increased other expenses due to expected guarantee liabilities and related litigation, and higher finance costs and taxes[39](index=39&type=chunk)[43](index=43&type=chunk) Key Financial Position Indicators (as of March 31) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Total Assets | 10.21 billion yuan | 11.52 billion yuan | | Total Liabilities | 9.82 billion yuan | 9.02 billion yuan | | (Deficit)/Surplus attributable to owners of the Company | (1.26) billion yuan | 1.03 billion yuan | | Total Cash and Cash Equivalents and Restricted Cash | 661 million yuan | 904 million yuan | | Gearing Ratio | 4.45 | 0.70 | | Current Ratio | 0.88 | 1.26 | [Significant Litigation](index=18&type=section&id=Significant%20Litigation) As of the end of the reporting period, the Group was involved in multiple significant legal proceedings primarily related to outstanding debts and guarantee obligations of its former subsidiaries (subsidiaries of Hong Kong Huzi) and existing subsidiaries; the lawsuits involved counterparties including Minmetals International Trust, Western Trust, Beijing Deyuyuantong Technology, and China Huarong Asset Management, with substantial principal amounts; most cases have resulted in first-instance or final judgments, with relevant Group subsidiaries ordered to repay principal and interest, and some assets facing the risk of auction or disposal; the Group is actively negotiating settlement plans with all parties - Two lawsuits involving Minmetals International Trust, with a total principal of approximately **2.08 billion yuan**, have resulted in court judgments ordering relevant Group subsidiaries to bear repayment and guarantee responsibilities, and settlement plans are currently being negotiated[57](index=57&type=chunk) - A lawsuit involving Western Trust, with a principal of approximately **300 million yuan**, has resulted in a court judgment ordering the Group's subsidiary Zhejiang Resources to repay principal and interest, and settlement plans are currently being negotiated[58](index=58&type=chunk) - A lawsuit involving Beijing Deyuyuantong Technology (formerly Huaneng Trust), with an outstanding principal of **590 million yuan**, has resulted in a court judgment ordering relevant Group subsidiaries to bear guarantee and joint liability[58](index=58&type=chunk) - A lawsuit involving China Huarong, with a debt principal of approximately **130 million yuan**, has resulted in a court judgment, but the relevant parties have entered into a supplementary settlement agreement which remains legally binding[59](index=59&type=chunk) [Significant Acquisitions and Disposals of Subsidiaries, Associates and Joint Ventures](index=20&type=section&id=Significant%20Acquisitions%20and%20Disposals%20of%20Subsidiaries%2C%20Associates%20and%20Joint%20Ventures) During the reporting year, the Group undertook a series of asset restructuring activities, including the establishment of a joint venture with Suzhou Aozhe focusing on distressed assets and healthcare industry investments, and the acquisition of Hubei Zhongshu Pharmaceutical to enhance traditional Chinese medicine diagnostic and treatment service capabilities; concurrently, to streamline operations, the Group disposed of equity interests in several property development subsidiaries, including Ezhou Jinfeng, Guizhou Guanheng, and Chongqing Weijueli - Established a joint venture with Suzhou Aozhe, with a registered capital of approximately **150 million yuan**, primarily engaged in investment or cooperation in real estate distressed assets and the healthcare industry within China[61](index=61&type=chunk) - Acquired 100% equity interest in Hubei Zhongshu Pharmaceutical Co, Ltd for **500,000 yuan** to expand traditional Chinese medicine diagnostic and treatment services[63](index=63&type=chunk) - Disposed of equity interests in several property development subsidiaries, including 90% of Ezhou Jinfeng, 100% of Guizhou Guanheng, and 75% of Chongqing Weijueli, to streamline the business structure[63](index=63&type=chunk) [Employees and Remuneration Policy](index=21&type=section&id=Employees%20and%20Remuneration%20Policy) As of March 31, 2025, the Group had approximately 735 employees, with the number remaining stable; the Group implements a competitive remuneration policy and has a share option scheme to incentivize employees; in August 2023, the Group adopted a new share scheme ("2023 Share Scheme") and made corresponding adjustments following a capital reorganization during the reporting period; no share options or awards were granted, exercised, or vested during the reporting period - As of March 31, 2025, the Group had approximately **735 employees**, largely consistent with **744** in the prior year[62](index=62&type=chunk) - The Group adopted a new "2023 Share Scheme" on August 28, 2023, with a 10-year validity, aiming to reward and incentivize eligible participants who contribute to the Group[62](index=62&type=chunk) - Due to the company's capital reorganization, the total number of new shares available for future grants under the 2023 Share Scheme was adjusted to **78,241,727 shares**[65](index=65&type=chunk)[75](index=75&type=chunk) - During the reporting year, no share options or awards were granted, exercised, or vested, and 5 eligible grantees' unvested **3,125,000** share options automatically lapsed due to their resignation[74](index=74&type=chunk)[75](index=75&type=chunk) [Post-Reporting Period Events](index=25&type=section&id=Post-Reporting%20Period%20Events) The most significant post-reporting period event is the Group's entry into a partnership agreement on May 7, 2025, to inject all its property development projects under development into a newly established partnership; upon completion of this transaction, these projects and their related assets and liabilities will no longer be consolidated into the Group's financial statements, which is expected to generate revenue for the Group and significantly improve its financial position - On May 7, 2025, the company entered into a partnership agreement with Suzhou Aozhe and Chongqing Jingjia Hui to inject all equity interests of the disposal group engaged in property development business into the partnership[76](index=76&type=chunk) - Upon completion of the transaction, the Group will no longer hold any property projects under development, and the results, assets, and liabilities of the disposal group will no longer be consolidated into the Group's financial statements[76](index=76&type=chunk) Summary of Consolidated Financial Position of the Disposal Group as of March 31, 2025 (RMB thousand) | Indicator | Amount | | :--- | :--- | | Total Non-current Assets | 24,179 | | Total Current Assets | 5,780,834 | | Total Current Liabilities | 7,621,503 | | **Net Current Liabilities** | **(1,840,669)** | | Total Non-current Liabilities | 56,391 | | **Net Liabilities** | **(1,872,881)** | | **Total Equity** | **(1,872,881)** | - The Group expects to recognize a gain from this disposal, primarily attributable to the reduction in net liabilities, derecognition of non-controlling interests, and deemed contribution[78](index=78&type=chunk) [Business Development Outlook](index=27&type=section&id=Business%20Development%20Outlook) Looking ahead, the Group will focus on three core businesses: in pharmaceutical retail, it will deepen the "Big Health+" model and promote online-offline integration; in e-commerce, it will cultivate omni-channel marketing, strengthen data-driven operations, and actively expand cross-border business; in real estate, after divesting projects under development, the emphasis will be on financial security and resolving existing debts; concurrently, the Group will leverage its licensed asset management company to actively develop new financial services, including special opportunities asset investment - Pharmaceutical Retail Business: Will continue to deeply cultivate the "Yekaitai" brand, upgrade the "Big Health+" model, and utilize new media to expand online sales, building an integrated Big Health service platform[81](index=81&type=chunk)[82](index=82&type=chunk) - E-commerce Business: Will seize development opportunities, deeply cultivate omni-channel marketing, focus on private domain traffic operations, and actively expand cross-border e-commerce business[83](index=83&type=chunk)[84](index=84&type=chunk) - Real Estate Business: After divesting projects under development, the primary operational goals are to maintain operational liquidity and resolve existing debts, concentrating resources on more promising asset-light businesses[85](index=85&type=chunk) - Asset Management Business: Will leverage its subsidiary holding a Hong Kong SFC Type 9 license to actively develop special opportunities asset investment management businesses, including real estate distressed assets and technology investments[86](index=86&type=chunk)[87](index=87&type=chunk) [Corporate Governance Report](index=30&type=section&id=Corporate%20Governance%20Report) The company is committed to maintaining a high level of corporate governance and has fully complied with the Corporate Governance Code set out in Appendix 14 of the Listing Rules during the reporting period; the report details the board's structure and responsibilities, the clear distinction between the roles of Chairman and Chief Executive Officer, the composition and work of various committees (Audit, Remuneration, Nomination Committees), and policies and practices for risk management, internal control, and communication with shareholders; the company emphasizes board diversity and ensures all directors receive continuous professional development training - During the reporting period, the company fully complied with all code provisions of the Corporate Governance Code[89](index=89&type=chunk) - The Board of Directors comprises four executive directors and three independent non-executive directors, with an Audit Committee, Remuneration Committee, and Nomination Committee established thereunder[91](index=91&type=chunk)[95](index=95&type=chunk) - The roles of Chairman and Chief Executive Officer are held by different individuals to ensure a balance of power, with Mr Wong Kai Ho as Chairman and Mr Shi Lei and Mr Xia Ding as Co-Presidents[98](index=98&type=chunk) - The Audit Committee, composed of three independent non-executive directors, is responsible for overseeing financial reporting, risk management, and internal control systems[113](index=113&type=chunk) - The Board of Directors bears ultimate responsibility for the Group's risk management and internal control systems, with their effectiveness continuously reviewed by the internal audit department[115](index=115&type=chunk) - The company values communication with shareholders, ensuring information transparency through annual general meetings, the company website, and other channels[121](index=121&type=chunk)[122](index=122&type=chunk) [Environmental, Social and Governance Report](index=41&type=section&id=Environmental%2C%20Social%20and%20Governance%20Report) This report details the group's ESG governance framework, sustainable development strategies, environmental performance metrics, and social responsibility initiatives [ESG Governance and Strategy](index=44&type=section&id=ESG%20Governance%20and%20Strategy) The Group has established a two-tier ESG governance structure, with ultimate oversight by the Board of Directors and execution by the ESG Working Group; the Group's sustainable development philosophy focuses on stable operations, business innovation, environmental protection, and people-centricity, aligning with 11 selected United Nations Sustainable Development Goals (SDGs); through materiality assessment, the Group identified 22 highly material ESG issues, which are highlighted in this report; the Group achieved a BBB rating in the Wind ESG assessment and plans to join international ESG organizations, explore performance-linked remuneration, and introduce third-party assurance in the future to continuously enhance its ESG performance - A two-tier ESG governance structure has been established, with the Board of Directors ultimately responsible and the ESG Working Group executing, ensuring the effective implementation of ESG strategies[144](index=144&type=chunk)[147](index=147&type=chunk)[148](index=148&type=chunk) - The sustainable development strategy revolves around five core areas: environment, employees, customers, supply chain, and community, corresponding to 11 United Nations Sustainable Development Goals (SDGs)[151](index=151&type=chunk)[153](index=153&type=chunk) - Through materiality assessment, 8 highly material environmental issues and 14 highly material social issues were identified as key areas for reporting and management[180](index=180&type=chunk)[188](index=188&type=chunk) - The Group achieved a **BBB rating** in the Wind ESG assessment, indicating a medium industry ranking[162](index=162&type=chunk) [Environmental Performance](index=64&type=section&id=Environmental%20Performance) The Group is committed to green operations, setting targets to reduce electricity, water, waste, and greenhouse gas emissions by 2030; during the reporting period, the Group implemented various measures in waste gas management, wastewater treatment, and waste classification and recycling; despite an increase in total energy consumption due to business expansion, total non-hazardous waste emissions decreased by 21.21%, and water consumption intensity decreased by 7.82%; the Group also strengthened climate change management, identifying physical and transition risks based on the TCFD framework and formulating response strategies - Environmental targets set with 2021 as the baseline include a 5% reduction in electricity and water consumption, an 8% reduction in non-hazardous waste, and a 10% reduction in greenhouse gas emissions by 2030[208](index=208&type=chunk) Key Environmental Performance Indicators for FY2024 | Indicator | Unit | FY2024 | Year-on-year Change | | :--- | :--- | :--- | :--- | | Total Greenhouse Gas Emissions | tonnes of CO2 equivalent | 559.65 | +15.75% | | Total Non-hazardous Waste Emissions | tonnes | 20.10 | -21.21% | | Total Energy Consumption | thousand kWh | 1,314.35 | +30.74% | | Total Water Consumption | cubic meters | 5,545.50 | -7.82% | - The Group established a climate change management system, referencing the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD), to identify physical and transition risks and formulate short, medium, and long-term response objectives[205](index=205&type=chunk)[255](index=255&type=chunk)[262](index=262&type=chunk) [Social Responsibility](index=81&type=section&id=Social%20Responsibility) The Group adheres to a people-centric philosophy, strictly complying with labor laws and protecting employee rights; as of the end of the reporting period, the total number of employees was 735, with female employees accounting for approximately 64.5%; the Group provides systematic training, with a total training rate of approximately 52.5% and an average training duration of approximately 18.5 hours per person; in supply chain management, the Group has established a strict supplier screening and evaluation system and promotes green procurement; regarding product responsibility, the Group values customer satisfaction and has a complaint handling process; additionally, the Group maintains a zero-tolerance stance on corruption and actively participates in social welfare activities Employee Profile (as of March 31, 2025) | Indicator | Quantity/Ratio | | :--- | :--- | | Total Employees | 735 persons | | Percentage of Female Employees | 64.5% | | Employee Turnover Rate | 22% | - During the reporting period, the Group's total training rate was **52.52%**, with total training hours of **13,573.5 hours**, and an average training duration of approximately **18.47 hours** per employee[317](index=317&type=chunk) - The Group has achieved zero work-related injuries and fatalities for five consecutive years, with no lost workdays due to work injuries during the reporting period[307](index=307&type=chunk) - In supply chain management, there are **880 suppliers**, all from Mainland China, with **248** suppliers eliminated during the year; the Group promotes green procurement, prioritizing suppliers with environmental concepts and relevant certifications[329](index=329&type=chunk)[331](index=331&type=chunk) - The Group maintains a zero-tolerance policy towards corruption, has a whistleblowing mechanism, and provides anti-corruption training to employees; no concluded corruption litigation cases were reported during the period[336](index=336&type=chunk)[339](index=339&type=chunk)[343](index=343&type=chunk) [Biographies of Directors and Senior Management](index=112&type=section&id=Biographies%20of%20Directors%20and%20Senior%20Management) This section provides detailed information on the personal backgrounds, professional qualifications, industry experience, and positions within the company for its executive directors, independent non-executive directors, and senior management, including Chairman Mr Wong Kai Ho, Executive Directors Mr Wong Chu Kwong, Mr Hou Ruilin, Mr Xia Ding, and Co-President Mr Shi Lei [Directors' Report](index=117&type=section&id=Directors'%20Report) This report outlines the Group's principal activities, financial performance, dividend policy, and business review; during the reporting period, the company did not recommend any dividend payment; the report details changes in share capital, including the completion of a capital reorganization; additionally, it lists the shareholdings of directors and substantial shareholders, confirms compliance with connected transactions, and reiterates the company's maintenance of sufficient public float - The Board of Directors does not recommend the payment of any dividend for the reporting period[384](index=384&type=chunk) - During the reporting period, the company underwent a capital reorganization, including share consolidation, capital reduction, and subdivision of new shares[419](index=419&type=chunk) - During the reporting period, the Group did not enter into any significant connected transactions subject to reporting, announcement, or independent shareholders' approval requirements under Chapter 14A of the Listing Rules[420](index=420&type=chunk) - Based on publicly available information, at least **25%** of the company's total issued share capital is held by the public, complying with Listing Rules requirements[422](index=422&type=chunk) [Financial Statements](index=127&type=section&id=Financial%20Statements) This section presents the independent auditor's report and the group's consolidated financial statements, including the income statement, balance sheet, and cash flow statement [Independent Auditor's Report](index=127&type=section&id=Independent%20Auditor's%20Report) The auditor, Zhongzheng Tianheng Certified Public Accountants Co, Ltd, issued an unmodified opinion on the Group's consolidated financial statements for the year ended March 31, 2025, deeming them to present fairly and truly the Group's financial position; however, the report specifically highlighted "material uncertainty related to going concern" due to the Group's substantial losses, current liabilities exceeding current assets, and defaulted bank borrowings; additionally, the report included an "Emphasis of Matter" drawing users' attention to significant post-reporting period disposals of certain subsidiaries - The auditor issued an unmodified opinion on the consolidated financial statements[426](index=426&type=chunk) - The report highlighted "material uncertainty related to going concern," noting the Group's annual loss of **2.52 billion yuan**, current liabilities exceeding current assets by **1.13 billion yuan**, and **510 million yuan** in defaulted borrowings, which may cast significant doubt on the Group's ability to continue as a going concern[428](index=428&type=chunk) - The report included an "Emphasis of Matter" drawing users' attention to the estimated financial impact of the post-reporting period disposal of certain subsidiaries as disclosed in the financial statements notes[429](index=429&type=chunk) - Key audit matters included the assessment of net realizable value for properties under development and completed properties held for sale, and the fair value assessment of investment properties[430](index=430&type=chunk)[431](index=431&type=chunk)[433](index=433&type=chunk) [Consolidated Financial Statements](index=132&type=section&id=Consolidated%20Financial%20Statements) For the year ended March 31, 2025, the Group recorded revenue of **1.62 billion yuan**, a year-on-year increase of 12.4%; however, due to increased cost of sales and various impairment provisions, gross profit turned into a loss, and the annual loss expanded to **2.52 billion yuan**; in terms of assets and liabilities, total assets decreased to **10.21 billion yuan**, while total liabilities increased to **9.82 billion yuan**, leading to a significant reduction in total equity from **2.51 billion yuan** to **400 million yuan**, and equity attributable to owners of the Company turning into a negative **1.26 billion yuan**; cash flow from operating activities was a net outflow of **31.02 million yuan** Summary of Consolidated Financial Results (RMB thousand) | Indicator | For the year ended March 31, 2025 | For the year ended March 31, 2024 | | :--- | :--- | :--- | | **Consolidated Income Statement** | | | | Revenue | 1,618,544 | 1,440,982 | | (Gross Loss)/Gross Profit | (53,006) | 130,789 | | Loss for the year | (2,519,612) | (750,242) | | Loss attributable to owners of the Company | (2,339,899) | (785,629) | | **Consolidated Statement of Financial Position (Period-end)** | | | | Total Non-current Assets | 1,933,304 | 1,830,931 | | Total Current Assets | 8,279,542 | 9,692,018 | | Total Current Liabilities | 9,409,989 | 7,676,516 | | Total Non-current Liabilities | 405,755 | 1,338,691 | | **Net Assets** | **397,102** | **2,507,742** | | Equity attributable to owners of the Company | (1,256,206) | 1,034,504 | | **Consolidated Statement of Cash Flows** | | | | Net cash flow used in operating activities | (31,017) | (126,822) | | Net cash flow used in investing activities | (176,831) | (124,678) | | Net cash flow (used in)/from financing activities | (79,824) | 442,454 | | Cash and cash equivalents at year-end | 601,400 | 890,197 |

Supplemental Announcement Regarding the Annual Results Announcement for the Year Ended March 31, 2025 [Core Content of the Announcement](index=1&type=section&id=Core%20Content%20of%20the%20Announcement) This announcement clarifies the "Emphasis of Matter" in the auditor's opinion for the annual results, confirming an unmodified opinion despite post-period subsidiary disposals - This announcement supplements and clarifies the "Emphasis of Matter" paragraph in the auditor's opinion within the annual results announcement released on June 30, 2025[2](index=2&type=chunk) - The "Emphasis of Matter" concerns the estimated financial impact from the post-reporting period (after March 31, 2025) disposal of certain subsidiaries, with details disclosed in "Subsequent Events" and Note 52 of the annual report[2](index=2&type=chunk)[3](index=3&type=chunk) - The Board confirms that, despite the "Emphasis of Matter," the auditor continues to issue an **unmodified opinion** on the company's financial statements[4](index=4&type=chunk) [Company and Board Information](index=1&type=section&id=Company%20and%20Board%20Information) This announcement, released in Hong Kong on July 2, 2025, discloses the composition of the Board of Directors as of the announcement date - The announcement was released on July 2, 2025, Hong Kong time[6](index=6&type=chunk) Board of Directors Composition | Position | Name | | :--- | :--- | | **Executive Directors** | | | Chairman | Mr. Huang Qihao | | Director | Mr. Huang Zhuguang | | Director | Mr. Hou Ruilin | | Director | Mr. Xia Ding | | **Independent Non-Executive Directors** | | | Director | Mr. Qian Zhihao | | Director | Ms. Xu Nan | | Director | Professor Zhang Jiayu |

[Performance Summary and Financial Statements](index=2&type=section&id=Performance%20Summary%20and%20Financial%20Statements) [Consolidated Statement of Profit or Loss](index=2&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss) The Group's revenue grew 12.3% to **RMB 1.62 billion**, but it incurred a **RMB 53.01 million** gross loss and a significant **RMB 2.52 billion** annual loss, primarily due to increased property impairment and provisions | Indicator | Year Ended March 31, 2025 (RMB Thousand) | Year Ended March 31, 2024 (RMB Thousand) | | :--- | :--- | :--- | | Revenue | 1,618,544 | 1,440,982 | | (Gross Loss)/Gross Profit | (53,006) | 130,789 | | Loss Before Tax | (2,456,536) | (742,767) | | Loss for the Year | (2,519,612) | (750,242) | | Loss Attributable to Owners of the Company | (2,339,899) | (785,629) | | Basic and Diluted Loss Per Share (RMB Cents) | (85.99) | (32.93) | [Consolidated Statement of Financial Position](index=4&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) The Group's financial position significantly deteriorated, with net assets plummeting from **RMB 2.51 billion** to **RMB 397.1 million**, and a critical shift to **RMB 1.13 billion** net current liabilities | Indicator | March 31, 2025 (RMB Thousand) | March 31, 2024 (RMB Thousand) | | :--- | :--- | :--- | | Total Non-current Assets | 1,933,304 | 1,830,931 | | Total Current Assets | 8,279,542 | 9,692,018 | | **Total Assets** | **10,212,846** | **11,522,949** | | Total Current Liabilities | 9,409,989 | 7,676,516 | | Total Non-current Liabilities | 405,755 | 1,338,691 | | **Total Liabilities** | **9,815,744** | **9,015,207** | | **Net Assets** | **397,102** | **2,507,742** | | **Net Current (Liabilities)/Assets** | **(1,130,447)** | **2,015,502** | [Summary of Independent Auditor's Report](index=23&type=section&id=Summary%20of%20Independent%20Auditor%27s%20Report) The auditor issued an unmodified opinion but highlighted a 'material uncertainty related to going concern' due to the Group's significant loss, **RMB 1.13 billion** net current liabilities, and **RMB 510 million** in defaulted borrowings - The auditor's report explicitly states that as of March 31, 2025, the Group recorded a net loss of approximately **RMB 2.52 billion**, with current liabilities exceeding current assets by approximately **RMB 1.13 billion**, and **RMB 510 million** in defaulted borrowings, indicating material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern[56](index=56&type=chunk) [Management Discussion and Analysis](index=24&type=section&id=Management%20Discussion%20and%20Analysis) [Business Review](index=27&type=section&id=Business%20Review) The Group's business segments showed mixed performance, with healthcare and e-commerce growing but real estate development incurring a substantial **RMB 2.18 billion** loss, and property investment declining [Healthcare and Pharmaceutical Retail](index=27&type=section&id=Healthcare%20and%20Pharmaceutical%20Retail) Revenue in this segment surged 117.3% to **RMB 191 million** due to acquisitions and new models, but it incurred a slight **RMB 100 thousand** loss from initial clinic investments | Indicator | FY2025 (RMB Thousand) | FY2024 (RMB Thousand) | | :--- | :--- | :--- | | Turnover | 190,800 | 87,800 | | Segment (Loss)/Profit | (100) | 3,800 | - The Group launched the 'pharmacy + TCM clinic' model and upgraded some pharmacies to a 'Big Health+' model, including traditional Chinese medicine teas and dietary products; as of the reporting period, it operated **47 chain stores** and **11 TCM clinics**[67](index=67&type=chunk) [E-commerce and Distribution](index=28&type=section&id=E-commerce%20and%20Distribution) Revenue in this segment grew 14.6% to **RMB 712 million**, but profit decreased from **RMB 30.8 million** to **RMB 13.5 million** due to increased initial sales expenses for new product lines | Indicator | FY2025 (RMB Thousand) | FY2024 (RMB Thousand) | | :--- | :--- | :--- | | Turnover | 711,900 | 621,400 | | Segment Profit | 13,500 | 30,800 | - The Group is strategically transforming from a traditional IT distributor to an e-commerce platform, focusing on consumer electronics and health food e-commerce, and has established presence on major platforms including JD.com, Taobao, Pinduoduo, and Douyin[70](index=70&type=chunk) [Real Estate Business](index=29&type=section&id=Real%20Estate%20Business) Real estate development was the primary loss driver; despite an 8.4% revenue increase to **RMB 605.2 million**, segment loss sharply expanded from **RMB 117.3 million** to **RMB 2.1843 billion**, with all development projects subsequently agreed for sale | Indicator | FY2025 (RMB Thousand) | FY2024 (RMB Thousand) | | :--- | :--- | :--- | | Turnover | 605,200 | 558,200 | | Segment Loss | (2,184,300) | (117,300) | - On May 7, 2025, the company reached an agreement to inject and sell all its in-development real estate projects through the establishment of a partnership, after which the Group will no longer own any real estate projects under development[76](index=76&type=chunk) [Property Investment and Management](index=30&type=section&id=Property%20Investment%20and%20Management) This segment's turnover decreased 36.2% to **RMB 111 million**, and segment loss expanded to **RMB 133 million** due to reduced fair value gains on investment properties | Indicator | FY2025 (RMB Thousand) | FY2024 (RMB Thousand) | | :--- | :--- | :--- | | Turnover | 110,600 | 173,600 | | Segment Loss | (133,000) | (29,800) | [Financial Review](index=31&type=section&id=Financial%20Review) The Group's overall loss expanded from **RMB 750 million** to **RMB 2.52 billion**, driven by reduced gross profit, **RMB 620 million** property impairment, increased other expenses to **RMB 1.61 billion**, and higher finance costs and taxes - Key factors contributing to the expanded loss include a **RMB 184 million** decrease in gross profit, a **RMB 425 million** increase in impairment of properties held for sale, a **RMB 772 million** increase in other expenses (primarily provisions for expected guarantee liabilities), a **RMB 14.3 million** increase in finance costs, and a **RMB 55.6 million** increase in taxes[78](index=78&type=chunk) | Indicator | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Gearing Ratio | 4.45 | 0.70 | | Current Ratio | 0.88 | 1.26 | [Material Risks and Uncertainties](index=33&type=section&id=Material%20Risks%20and%20Uncertainties) The Group faces severe liquidity and going concern risks, with current liabilities exceeding assets, loan defaults, multiple significant lawsuits related to real estate project guarantees, and **RMB 850 million** in mortgage guarantees for property buyers - The Group faces severe going concern risks, evidenced by a net loss of **RMB 2.52 billion**, net current liabilities of **RMB 1.13 billion**, and **RMB 510 million** in defaulted loans[10](index=10&type=chunk) - The Group is involved in at least five significant legal proceedings, primarily concerning loan guarantees provided for former subsidiaries (companies under Hong Kong Huzi) and associated real estate projects, with substantial principal amounts involved[92](index=92&type=chunk)[93](index=93&type=chunk)[94](index=94&type=chunk) - As of the reporting period, the Group's contingent liabilities for mortgage financing guarantees provided to property buyers amounted to approximately **RMB 850 million**[91](index=91&type=chunk) [Significant Acquisitions, Disposals and Subsequent Events](index=38&type=section&id=Significant%20Acquisitions%2C%20Disposals%20and%20Subsequent%20Events) The most significant post-reporting event is the Group's May 7, 2025 agreement to divest all its in-development real estate projects, a key strategy to improve financial health and reduce risk, noting the Disposal Group had net liabilities of **RMB 1.87 billion** as of March 31, 2025 - On May 7, 2025, the company entered into a partnership agreement to dispose of its subsidiaries holding all in-development real estate projects (Disposal Group) through capital injection; upon completion, the Disposal Group will cease to be a subsidiary, and its results, assets, and liabilities will no longer be consolidated[110](index=110&type=chunk) Summary of Financial Position of Disposal Group (March 31, 2025) | Indicator | Amount (RMB Thousand) | | :--- | :--- | | Total Assets | 5,805,013 | | Total Liabilities | 7,677,894 | | **Net Liabilities** | **(1,872,881)** | [Business Development Outlook](index=45&type=section&id=Business%20Development%20Outlook) The Group's future strategy will fundamentally shift, divesting high-risk real estate to focus on light-asset businesses like healthcare and e-commerce, while leveraging its new asset management license to expand into financial services and special opportunities asset investments - **Pharmaceutical Retail Business**: Will continue to cultivate the 'Yekaitai' brand, promote the 'pharmacy + diagnosis + wellness' 'Big Health+' model, and accelerate online-offline integration[116](index=116&type=chunk)[117](index=117&type=chunk) - **E-commerce Business**: Will deepen omnichannel marketing, strengthen data-driven decision-making, and actively expand cross-border e-commerce, aiming to become a bridge between brands and consumers[118](index=118&type=chunk)[120](index=120&type=chunk) - **Real Estate Business**: Following the disposal of development projects, the primary goals are to maintain operational liquidity and resolve existing debt, concentrating resources on developing light-asset businesses[122](index=122&type=chunk) - **Asset Management Business**: Will develop new financial services, utilizing the acquired Type 9 (asset management) license to engage in investment and management of special opportunities assets, including distressed real estate assets[123](index=123&type=chunk)[124](index=124&type=chunk)[125](index=125&type=chunk) [Other Information](index=39&type=section&id=Other%20Information) [Dividend Policy](index=49&type=section&id=Dividend%20Policy) Given the loss incurred this year, the Board does not recommend the payment of any final dividend for the year ended March 31, 2025 - The Board does not recommend the payment of any final dividend for the current reporting year[126](index=126&type=chunk) [Employees and Remuneration Policy](index=39&type=section&id=Employees%20and%20Remuneration%20Policy) As of the reporting period, the Group had **735 employees**; to incentivize and reward contributors, the Group granted a total of **600 million** share options to certain employees and directors in December 2023 - As of March 31, 2025, the Group had approximately **735 employees**[98](index=98&type=chunk) - On December 29, 2023, the company granted a total of **600,000,000** share options to certain employees and directors of the Group under the '2023 Share Scheme'[107](index=107&type=chunk)

Financial Report [Consolidated Statement of Profit or Loss](index=2&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss) For the year ended March 31, 2025, the Group's revenue increased by 12.3% to RMB 1.619 billion, but significant increases in cost of sales and expenses led to a gross loss and a widened loss before tax of RMB 2.457 billion Key Consolidated Statement of Profit or Loss Metrics (For the Year Ended March 31) | Indicator | 2025 (RMB in thousands) | 2024 (RMB in thousands) | Year-over-Year Change | | :--- | :--- | :--- | :--- | | Revenue | 1,618,544 | 1,440,982 | +12.3% | | (Gross Loss)/Gross Profit | (53,006) | 130,789 | N/A | | Loss Before Tax | (2,456,536) | (742,767) | +230.7% | | Loss for the Year | (2,519,612) | (750,242) | +235.8% | | Loss Attributable to Owners of the Company | (2,339,899) | (785,629) | +197.8% | | Basic and Diluted Loss Per Share (RMB cents) | (85.99) | (32.93) | +161.1% | [Consolidated Statement of Comprehensive Income](index=3&type=section&id=Consolidated%20Statement%20of%20Comprehensive%20Income) Building on the RMB 2.520 billion loss for the year, the total comprehensive loss for the period expanded significantly to RMB 2.458 billion after accounting for other comprehensive income, primarily exchange differences Total Comprehensive Income/Loss (For the Year Ended March 31) | Indicator | 2025 (RMB in thousands) | 2024 (RMB in thousands) | | :--- | :--- | :--- | | Loss for the Year | (2,519,612) | (750,242) | | Other Comprehensive Income for the Year | 62,082 | 94,328 | | **Total Comprehensive Loss for the Year** | **(2,457,530)** | **(655,914)** | [Consolidated Statement of Financial Position](index=4&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, the Group's total assets decreased to RMB 10.213 billion while total liabilities increased to RMB 9.816 billion, leading to a sharp decline in net assets and a significant short-term liquidity crisis with current liabilities exceeding current assets by RMB 1.130 billion Key Financial Position Metrics (As of March 31) | Indicator | 2025 (RMB in thousands) | 2024 (RMB in thousands) | Change | | :--- | :--- | :--- | :--- | | Total Assets | 10,212,846 | 11,522,949 | -11.4% | | Total Liabilities | 9,815,744 | 9,015,207 | +8.9% | | **Net Assets** | **397,102** | **2,507,742** | **-84.2%** | | Net Current (Liabilities)/Assets | (1,130,447) | 2,015,502 | From positive to negative | [Summary of Independent Auditor's Report](index=23&type=section&id=Summary%20of%20Independent%20Auditor%27s%20Report) The auditor issued an unmodified opinion but highlighted a material uncertainty related to going concern due to significant losses, current liabilities exceeding current assets, and bank loan defaults, raising substantial doubt about the Group's ability to continue as a going concern - The auditor's report highlights that as of March 31, 2025, the Group recorded a net loss of approximately **RMB 2.52 billion**, with current liabilities exceeding current assets by approximately **RMB 1.13 billion**, and **RMB 510 million** in interest-bearing bank and other borrowings in default, indicating a material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern[56](index=56&type=chunk) Management Discussion and Analysis [Business Review](index=27&type=section&id=Business%20Review) During the reporting year, the Group's business segments showed mixed performance, with healthcare and pharmaceutical retail revenue doubling but incurring a slight loss, e-commerce and distribution revenue growing but profit declining, and property development and investment segments experiencing significant losses and revenue declines Segment Performance (For the Year Ended March 31) | Business Segment | Turnover (RMB in millions) | Year-over-Year Change | Segment (Loss)/Profit (RMB in millions) | Prior Period Profit/(Loss) (RMB in millions) | | :--- | :--- | :--- | :--- | :--- | | Healthcare and Pharmaceutical Retail | 190.8 | +117.3% | (0.1) | 3.8 | | E-commerce and Distribution | 711.9 | +14.6% | 13.5 | 30.8 | | Property Development | 605.2 | +8.4% | (2,184.3) | (117.3) | | Property Investment and Management | 110.6 | -36.2% | (133.0) | (29.8) | [Financial Review](index=31&type=section&id=Financial%20Review) The Group's overall financial position significantly deteriorated, with losses widening to RMB 2.520 billion due to decreased property sales gross profit, increased impairment provisions, and higher other expenses from guarantee provisions, leading to a shift from net current assets to net current liabilities and a sharp rise in the gearing ratio to 4.45 - Key reasons for the widened loss for the year include: - A decrease in gross profit from property sales, resulting in an overall gross loss for the Group - A net increase in impairment provisions for properties held for sale of approximately **RMB 425 million** - An increase in other expenses to **RMB 1.614 billion** due to provisions for expected guarantee liabilities - Increases in both finance costs and taxation[78](index=78&type=chunk) Key Financial Ratios (As of March 31) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Gearing Ratio (Total Borrowings/Total Equity) | 4.45 | 0.70 | | Current Ratio (Current Assets/Current Liabilities) | 0.88 | 1.26 | | Net Asset Value Per Share (RMB cents) | 10.6 | 96.8 (restated) | [Significant Events](index=35&type=section&id=Significant%20Events) The Group faces significant challenges, including multiple major lawsuits related to loan guarantees and debts, and a post-reporting period strategic shift to divest all in-development real estate projects into a partnership, aiming to streamline operations, improve financials, and focus on asset-light businesses - Subsequent to the reporting period, on May 7, 2025, the company entered into a partnership agreement to dispose of all its in-development real estate projects through capital injection. Upon completion, the Group will no longer hold any developing real estate projects, aiming to streamline operations, reduce uncertainties, and improve its financial position[76](index=76&type=chunk)[110](index=110&type=chunk)[122](index=122&type=chunk) - The Group is involved in several significant legal proceedings, including cases with Minmetals International Trust, Western Trust, Huarong Trust (debt transferred), and China Huarong, primarily concerning loan guarantees and collateral provided for former subsidiaries or associated parties, facing substantial contingent liabilities and repayment pressure[92](index=92&type=chunk)[93](index=93&type=chunk)[94](index=94&type=chunk)[95](index=95&type=chunk) [Business Development Outlook](index=45&type=section&id=Business%20Development%20Outlook) Looking ahead, the Group plans a major strategic transformation, divesting high-risk real estate development to focus on asset-light businesses, including deepening healthcare and pharmaceutical retail with the 'Ye Kaitai' brand, expanding e-commerce with omnichannel marketing, and developing asset management with a Type 9 license for special situations and tech investments - The Group's strategy will focus on three asset-light areas: - **Pharmaceutical Retail**: Leveraging the 'Ye Kaitai' brand to upgrade the 'pharmacy + traditional Chinese medicine clinic + derivative services' 'Big Health+' model - **E-commerce Business**: Deepening omnichannel marketing, expanding cross-border e-commerce, and strengthening cooperation with various e-commerce operators - **Asset Management**: Utilizing the acquired Type 9 license to develop special situations asset investment and management, and focusing on technology sector investment opportunities[117](index=117&type=chunk)[120](index=120&type=chunk)[122](index=122&type=chunk)[125](index=125&type=chunk) Corporate Governance and Other Information [Employees and Remuneration Policy](index=39&type=section&id=Employees%20and%20Remuneration%20Policy) As of March 31, 2025, the Group had approximately 735 employees, and to incentivize them, a new share scheme was adopted in August 2023, under which 600 million share options were granted in December 2023, with 3.125 million unvested options lapsing during the reporting period due to employee departures - The Group adopted a new '2023 Share Scheme' on August 28, 2023, and accordingly granted a total of **600,000,000** share options to Group employees on December 29, 2023[99](index=99&type=chunk)[107](index=107&type=chunk) - Following the capital reorganization in May 2024, the number of unexercised share options and their exercise prices were adjusted, resulting in **146,875,000** unexercised share options as of March 31, 2025[108](index=108&type=chunk) [Dividend Policy](index=49&type=section&id=Dividend%20Policy) Given the loss incurred during the reporting year, the Board does not recommend the payment of any final dividend for the year ended March 31, 2025, and no interim dividend was distributed during the year - The Board does not recommend the payment of any final dividend for the current reporting year[126](index=126&type=chunk)

Group 1 - The company, Beijing Resources (00618), has entered into a partnership agreement with Suzhou Aozhe and Chongqing Jingjiahui to establish a partnership enterprise with a total capital contribution of RMB 100,010,000 [1][2] - The capital contributions are as follows: Suzhou Aozhe contributes RMB 10,000, the company contributes RMB 30 million, and Chongqing Jingjiahui contributes RMB 70 million [1][2] - The main purpose of the partnership enterprise is to invest in special opportunity assets and related collective investment tools, as well as to explore project opportunities related to the healthcare industry for ideal investment returns [1] Group 2 - The company being sold primarily engages in investment holding and includes 17 subsidiaries, with 7 actively involved in property development in China [2] - The partnership agreement will introduce a professional asset manager to oversee post-investment management, inventory clearance, and debt restructuring of existing property development projects [2] - The transaction is expected to significantly reduce the company's debt levels and improve its financial condition, aligning with the company's strategic focus on optimizing resource allocation towards more promising sectors such as healthcare and retail [2]

Financial Performance - The group's revenue decreased by 2.2% to approximately RMB 746,509,000, primarily due to a reduction in delivered property area, resulting in a revenue decline of about RMB 57,618,000 from property development and RMB 25,133,000 from e-commerce and distribution[1]. - The loss attributable to the company's owners during the reporting period was approximately RMB 1,265,687,000, compared to a profit of approximately RMB 155,781,000 in the same period last year[2]. - For the six months ended September 30, 2023, the group reported revenue of RMB 1,272,964,000, which was adjusted to RMB 763,093,000 after reclassification[61]. - The net profit for the period was RMB 166,054,000, with no adjustments made[61]. - The company reported a pre-tax loss of RMB 1,376,759 thousand for the six months ended September 30, 2024, compared to a pre-tax profit of RMB 182,246 thousand in the same period last year[79]. - The basic loss attributable to shareholders for the six months ending September 30, 2024, was RMB (1,265,687,000), a significant decline from a profit of RMB 155,781,000 in the same period of 2023[100]. Assets and Liabilities - As of September 30, 2024, the total assets amounted to approximately RMB 10,834,600,000, while total liabilities were approximately RMB 9,315,200,000, resulting in a net asset value per share of RMB 0.562[7]. - The group's cash and cash equivalents, including restricted cash, were approximately RMB 625,200,000 as of September 30, 2024, down from RMB 904,100,000 as of March 31, 2024[8]. - The group's debt-to-equity ratio increased to 1.22 as of September 30, 2024, compared to 0.70 as of March 31, 2024[8]. - Current liabilities rose to RMB 8,161,746,000 from RMB 7,676,516,000, reflecting increased financial obligations[44]. - The total estimated liabilities as of September 30, 2024, are approximately RMB 1,683,924,000, significantly up from RMB 739,909,000 as of March 31, 2024[125]. Cash Flow and Financial Management - The company aims to maintain operational liquidity and resolve existing debt as its primary business objectives[25]. - The company completed the sale of a 90% stake in Ezhou Jinfeng on May 16, 2024, to enhance liquidity, resulting in a cash inflow of RMB 900,000[112]. - The company reported a total cash inflow of RMB 900,000 from the sale of subsidiaries, with net cash outflow from sold cash and cash equivalents amounting to RMB (543,000)[98]. Strategic Initiatives - The company plans to continue seeking profitable investment opportunities aligned with its development strategy to maintain satisfactory performance growth and enhance shareholder value[22]. - The company has established a "Big Health+" model by upgrading some pharmacies to include traditional Chinese medicine and related services, enhancing brand effect[23]. - The company plans to leverage national policies that support the development of chain pharmacies and brand building, indicating a strategic direction for future growth[38]. Segment Performance - The group operates in four reportable segments: medical and pharmaceutical retail, e-commerce and distribution, property development, and property investment and management[65]. - The e-commerce and distribution segment generated revenue of RMB 337,437 thousand, down from RMB 337,180 thousand in the previous year, indicating a slight decrease of 0.1%[79]. - The property development segment reported revenue of RMB 1,540,025 thousand, significantly up from RMB 363,171 thousand in the prior year, reflecting a growth of approximately 324.5%[79]. Legal and Compliance Issues - The group is involved in ongoing litigation regarding unpaid debts totaling RMB 1,458,500,000, with a court ruling requiring repayment[163]. - A civil judgment ordered the group to repay RMB 620,000,000 in trust loans, with ongoing negotiations for debt settlement[165]. - The company is involved in a civil lawsuit where it is required to repay approximately RMB 590 million in principal, along with interest and penalties, due to a loan default by a subsidiary[168]. - The company is actively negotiating repayment plans with creditors, demonstrating a proactive approach to managing its financial liabilities[169]. Share Capital and Ownership - As of September 30, 2024, the company had issued and paid-up capital of 2,737,417,279 shares, with a total value of 27,374 thousand HKD[152]. - The company completed a capital reorganization on May 8, 2024, resulting in a new share capital of HKD 1,500,000,000, divided into 150,000,000,000 new shares with a par value of HKD 0.01 each[193]. - The company’s capital structure has been significantly altered due to the share consolidation and subsequent reduction in par value[193].

Financial Performance - For the six months ended September 30, 2024, the company reported a revenue of RMB 746,509 thousand, a decrease of 2.3% compared to RMB 763,093 thousand for the same period in 2023[2]. - The net loss for the period was RMB 1,354,773 thousand, compared to a profit of RMB 166,054 thousand in the same period last year, indicating a significant decline in performance[4]. - The basic and diluted loss per share for the period was RMB (46.80), compared to earnings of RMB 6.83 per share in the previous year[4]. - The total comprehensive loss for the period was RMB 1,321,453 thousand, compared to a total comprehensive income of RMB 274,196 thousand in the previous year[10]. - The net profit for the six months ended September 30, 2024, was RMB 299,156,000, a decrease of 82.1% compared to RMB 1,673,744,000 in the same period last year[55]. - Revenue decreased by 2.2% to approximately RMB 746,509,000, primarily due to a reduction in delivered property area, resulting in a decline of approximately RMB 57,618,000[109]. - Gross profit decreased by approximately RMB 34,229,000 to about RMB 19,516,000, mainly due to reduced gross profit from delivered properties[109]. Assets and Liabilities - The company's total non-current assets increased to RMB 1,995,856 thousand as of September 30, 2024, up from RMB 1,830,931 thousand as of March 31, 2024[15]. - Current assets decreased to RMB 8,838,697 thousand from RMB 9,692,018 thousand, reflecting a reduction in liquidity[15]. - The total liabilities increased to RMB 9,315,213 thousand as of September 30, 2024, compared to RMB 8,676,054 thousand as of March 31, 2024[15]. - Total assets as of September 30, 2024, were RMB 10,834,553 thousand, a decrease from RMB 11,522,949 thousand as of March 31, 2024[46][52]. - The company's cash and cash equivalents decreased to RMB 607,387 thousand from RMB 890,197 thousand, indicating a decline in cash reserves[15]. - The debt-to-equity ratio increased to 1.22 from 0.70, indicating a rise in leverage[123]. Revenue Segmentation - The group operates in four reportable segments: Medical and Pharmaceutical Retail, E-commerce and Distribution, Property Development, and Property Investment and Management[38]. - Revenue from customer contracts for the six months ended September 30, 2024, was RMB 690,215,000, a decrease of 3.1% compared to RMB 714,376,000 for the same period in 2023[53]. - Medical and consulting services revenue increased significantly to RMB 6,638,000, up 75.5% from RMB 3,789,000 year-over-year[53]. - Distribution business revenue decreased by 7.45% to approximately RMB 312,047,000, with a loss of RMB 8,400,000 during the reporting period[101]. - Real estate development revenue decreased by 15.87% to approximately RMB 305,553,000, resulting in a loss of approximately RMB 1,223,331,000[102]. - Property investment and management revenue increased by 15.55% to approximately RMB 56,294,000, but recorded a loss of approximately RMB 37,359,000[107]. Operational Changes and Strategies - The company plans to continue expanding its market presence and investing in new technologies to enhance operational efficiency and customer engagement[44]. - The company has upgraded and transformed traditional pharmacies into a "pharmacy + traditional Chinese medicine clinic" model, with 9 stores upgraded since acquiring 56% of Wuhan Yekaitai Pharmaceutical Co., Ltd.[97]. - The company has established a new Yekaitai Traditional Chinese Medicine Clinic in Hangzhou, integrating traditional Chinese medicine with modern healthcare concepts[97]. - The company aims to capitalize on unprecedented opportunities in e-commerce, focusing on full-channel marketing and enhancing data-driven decision-making[179]. - The group plans to further expand its regional real estate development business and actively promote project delivery[106]. - The group aims to optimize business and inventory management to ensure healthy development in response to challenges[101]. Governance and Management - The board of directors is composed of executive directors and independent non-executive directors, led by Chairman Huang Qihao[195]. - The executive team includes key figures such as Huang Zhuguang and Hou Ruilin, highlighting leadership stability[195]. - The company emphasizes transparency and accountability in its operations through board structure[195]. - The company is focused on strategic decision-making and governance with a diverse board composition[195]. - The company is likely to explore market expansion and new strategies in upcoming reports[195]. Legal and Contingent Liabilities - The company has total contingent liabilities including pending litigation as detailed in the "Significant Litigation" section[86]. - The group is involved in significant litigation concerning an unpaid debt of approximately RMB 1,458.5 million, with a court ruling requiring repayment and the auction of collateral[136]. - Another litigation involves an unpaid trust loan of RMB 620 million, with a court ruling mandating repayment and the auction of collateral[139]. - The group is also facing a civil lawsuit regarding unpaid construction project payments of approximately RMB 105.3 million, with a court ruling requiring payment of RMB 50.1 million[140]. Share Options and Employee Incentives - The company has adopted a new share option plan effective from August 28, 2023, which will be valid for ten years[79]. - The company granted a total of 600,000,000 stock options under the 2023 Share Scheme, allowing the purchase of 600,000,000 shares[81]. - The maximum number of shares that can be granted to any single participant within any 12-month period is capped at 1% of the total issued shares, which amounts to 9,129,669 shares[159]. - The vesting period for the granted options is not less than 12 months, although the board may allow a shorter vesting period at its discretion[160]. - The company has a total of 544,700,000 unexercised options granted to various participants[166]. Market Conditions and Economic Outlook - The GDP growth rate for the first three quarters of 2024 is reported at 4.8%, with fixed asset investment increasing by 3.4%[90]. - The overall retail market for pharmaceuticals has seen a slight decline, with offline markets experiencing negative growth while online markets maintain double-digit growth[91]. - The digital e-commerce market in China is experiencing rapid growth driven by policy support, technological innovation, and consumer upgrades[176]. - The Chinese real estate market faces challenges, but government policies are being implemented to support recovery, including controlling new construction and optimizing existing inventory[180].