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。 合伙企业的主要目的为直接或间接投资于特殊机遇资产以及与之相关的一个或多个集体投资工具的合伙 权益及其他权益，以及探索与医疗保健行业相关的项目机会，以为合伙人取得理想投资回报。 据悉，出售公司主要从事投资控股。 出售集团，包括出售公司及由出售公司持有的17间附属公司(其中 7间从事实质性业务)，主要在中国从事物业发展业务。出售公司的各附属公司均为中间控股公司或在中 国持有物业发展项目的公司。 智通财经APP讯，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 ...

整體表現 (a) 本集團於報告期間之收益減少2.2%至約人民幣746,509,000元（截至二零二三年九月三十日止六個月：人民 幣763,093,000元），乃由於物業發展業務之已交付面積減少導致收益下降約人民幣57,618,000元、電商及 分銷業務收益減少約人民幣25,133,000元所致；新增醫療與醫藥零售業務，本期收益增長人民幣58,590,000 元，物業投資與管理業務收益增長人民幣7,577,000元。毛利減少約人民幣34,229,000元至溢利約人民幣 19,516,000元（截至二零二三年九月三十日止六個月：溢利人民幣53,745,000元），乃主要由於已交付的物業 的毛利減少，以及物業發展項目的已交付面積減少之綜合影響所致； (f) 公司新增金融機構貸款，導致報告期內的財務費用顯著增加，同比上漲47.6%至約人民幣85,447,000元（截至 二零二三年九月三十日止六個月：人民幣57,893,000元）；及 北大資源(控股)有限公司 中期報告 2024 9 本公司擁有人應佔虧損及非控制性權益應佔虧損於報告期間分別約為人民幣1,265,687,000元（截至二零二三年九月 三十日止六個月：溢利 ...

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].

| 2 3 | | 公司資料 | 目錄 公司概要 | | --- | --- | --- | --- | | 4-5 | | | 主席報告 | | 6-26 | 管理層討論及分析 | | | | 27-39 | 企業管治報告 | | | | 40-107 | 環境、社會及管治報告 | | | | 108-112 | 董事及高級管理人員簡歷 | | | | 113-121 | | | 董事會報告 | | 獨立核數師報告 | 122-128 | 綜合損益表 | 129 | | --- | --- | --- | --- | | 綜合全面收益表 | 130 | 綜合財務狀況表 | 131-132 | | 綜合權益變動表 | 133-134 | 綜合現金流量表 | 135-136 | 137-262 綜合財務報表附註 263-264 投資物業詳情 265 五年財務概要 266 財務摘要 公司概要 公司業務領域 北大資源（控股）有限公司（「北大資源」或「本公司」，連同其附屬公司統稱為「本集團」）原名方正數碼（控股）有限公司。 本公司於香港聯合交易所有限公司（「聯交所」）主板上市（股份代號：618.HK）。本集團主要於中 ...

我 們 將 以 更 高 的 品 質 標 準，更 廣 闊 的 視 野，更 深 入 的 合 作，不 斷 開 拓 創 新，不 斷 提 升 自 身 實 力，以 應 對 市 場 的 挑 戰，迎 接 未 來 的 發 展 機 遇。除 了 產 品 線 和 服 務 範 圍 的 擴 大，我 們 還 將 加 強 對 客 戶 的 關 注 與 服 務，不 斷 提 升 客 戶 體 驗 和 滿 意 度。通 過 建 立 更 加 緊 密 的 客 戶 關 係，深 入 了 解 客 戶 需 求，我 們 將 能 夠 更 好 地 定 制 個 性 化 解 決 方 案，為 客 戶 提 供 更 加 專 業、高 效 的 服 務。 – 50 – 房地產業務 儘 管 中 國 房 地 產 市 場 目 前 還 面 臨 不 少 困 難，但 政 府 對 修 復 整 體 市 場 的 政 策 方 針 明 顯。房 地 產 行 業 依 然 是 國 民 經 濟 的 支 柱 產 業，市 場 的 結 構 性 剛 需 和 改 善 性 潛 在 需 求 仍 然 巨 大。 於二零二三年十二月召開的中共中央政治局會議在設定2024年經濟工作時延 續 了「穩 中 求 進」的 總 基 調，同 時 提 ...

Financial Performance - For the six months ended September 30, 2023, the income tax expense was RMB 16,192,000, a decrease of 89.2% compared to RMB 150,188,000 for the same period in 2022[1]. - The company’s total revenue decreased by approximately 66.9% to about RMB 1,272,964,000, down from RMB 3,846,310,000 for the six months ended September 30, 2022, primarily due to a reduction in delivered area in property development[78]. - Gross profit decreased by 89.1% to approximately RMB 54,002,000, with the gross margin dropping from 12.9% to 4.2%[78]. - The profit before tax for the six months was RMB 182,246,000, down from RMB 214,963,000 in the prior year, reflecting a decrease of approximately 15.3%[133]. - The net profit for the period was RMB 166,054,000, compared to RMB 64,775,000 in the previous year, showing an increase of about 156.5%[133]. - The basic earnings per share for the company was RMB 1.71, up from RMB 1.34 in the same period last year, representing an increase of approximately 27.6%[133]. - Total comprehensive income for the period was RMB 274,196,000, down from RMB 354,693,000 in the previous year, indicating a decrease of 22.6%[179]. - The company's other comprehensive income, net of tax, was RMB 108,142,000, a significant decrease from RMB 289,918,000 in the prior year, reflecting a decline of 62.7%[179]. - The total comprehensive income attributable to owners of the company was RMB 263,923,000, compared to RMB 376,120,000 in the previous year, a decrease of 29.8%[179]. Assets and Liabilities - As of September 30, 2023, total assets were approximately RMB 11,951,600,000, and total liabilities were approximately RMB 8,780,900,000, reflecting a decrease in liabilities from RMB 10,113,100,000 as of March 31, 2023[62]. - The net asset value per share increased to RMB 0.347 from RMB 0.278 as of March 31, 2023, attributed to profits during the reporting period[62]. - The total current assets decreased to RMB 10,309,086,000 from RMB 11,009,672,000, representing a decline of approximately 6.36%[160]. - The total liabilities decreased from RMB 9,320,030,000 to RMB 7,960,977,000, a reduction of about 14.56%[161]. - The total equity attributable to owners of the company increased to RMB 1,725,417,000 from RMB 1,461,494,000, reflecting a growth of 18.06%[161]. Cash Flow and Financial Stability - The cash and cash equivalents at the end of the period were RMB 665,904,000, down from RMB 696,114,000, a decrease of 4.83%[166]. - The net cash generated from operating activities was RMB 8,399,000, a significant recovery from a cash outflow of RMB (136,641,000) in the previous period[166]. - The company has diversified its operations into four reportable segments, including e-commerce and distribution, property development, and property investment and management[169]. - The company is actively monitoring cash flow and risk management to maintain financial stability[107]. - The company has a strategy to balance liquidity and flexibility through interest-bearing bank borrowings[107]. Dividends and Shareholder Value - The company did not declare or pay any dividends for the six months ended September 30, 2023, consistent with the same period in 2022[3]. - The board does not recommend the distribution of any interim dividend for the six months ended September 30, 2023[131]. - The group is focused on enhancing shareholder value through strategic investments and expanding its revenue and profit potential in various sectors[96]. Business Operations and Market Expansion - The company is transitioning from traditional IT distribution to e-commerce, focusing resources on the development of its e-commerce business[55]. - The retail pharmacy sector is expected to expand significantly due to ongoing healthcare reforms and policies promoting retail pharmacies[47]. - The company plans to expand its retail pharmacy business through a combination of new store openings and acquisitions, aiming to achieve a mid-to-high scale of store numbers in Wuhan and surrounding areas[155]. - The company is committed to identifying profitable investment opportunities aligned with its long-term development strategy despite challenges in the real estate market[152]. - The company is actively pursuing policies to enhance shareholder value and maintain satisfactory performance growth[152]. Legal and Contingent Liabilities - The company is involved in ongoing civil litigation regarding unpaid construction project payments amounting to approximately RMB 105.3 million[32]. - A separate civil lawsuit involves an unpaid loan principal of approximately RMB 300 million with an interest rate of about 10.4%, totaling around RMB 389.4 million including penalties[33]. - The company faces contingent liabilities of approximately RMB 922,886,000 related to guarantees provided for mortgage financing to property buyers[88]. - The group has contingent liabilities related to outstanding debts totaling approximately RMB 1,458,513,000, with a court ruling requiring repayment[109]. - A separate court ruling mandates repayment of RMB 620,000,000 in trust loans, with ongoing negotiations for settlement[111]. Management and Employee Compensation - The total remuneration for key management personnel was RMB 5,688,000 for the six months ended September 30, 2023, a decrease of 24.6% from RMB 7,538,000 in the same period of 2022[15]. - The group maintains a competitive compensation structure for employees, ensuring performance-based bonuses and training programs[116]. - The 2023 share plan aims to incentivize eligible participants and enhance the overall value of the company and its shares[118]. Acquisitions and Investments - The company entered into an equity transfer agreement to acquire 55.5556% of Wuhan Yekaitai Pharmaceutical Chain Co., Ltd. for RMB 45,000,000 on August 16, 2023[19]. - The company acquired a 55.5556% stake in Yekaitai Pharmaceutical for RMB 45 million and an additional 44.4444% stake for RMB 36 million, making it a wholly-owned subsidiary[151]. - The group has no specific future plans for major investments or capital assets as of September 30, 2023, but is actively seeking new investment opportunities in real estate, e-commerce, and healthcare sectors[96].

財務回顧 整體表現 本集團呈報於報告期間之溢利約為人民幣166,054,000元（截 至 二 零 二 二 年 九 月 三 十 日 止 六 個 月：約 人 民 幣64,775,000元）。本 集 團 於 報 告 期 間 的 溢 利 乃 主 要 由 於 以 下 各 項 因 素 之 綜 合 影 響 所 致： (a) 本集團於報告期間之收益減少約66.9%至約人民幣1,272,964,000元（截 至 二 零 二 二 年 九 月 三 十 日 止 六 個 月：人 民 幣3,846,310,000元），乃 由 於 物 業 發 展 業務之已交付面積減少導致收益下降約人民幣2,318,823,000元、電 商 及 分 銷業務收益減少約人民幣286,571,000元和物業投資與管理業務收益增加約 人民幣18,023,000元 所 致，新 增 醫 療 與 醫 藥 零 售 業 務，本 期 收 益 額 為 人 民 幣 14,025,000元。本 集 團 毛 利 減 少89.1%至約人民幣54,002,000元（截 至 二 零 二 二 年 九 月 三 十 日 止 六 個 月：人 民 幣497,294,000元）。由 於 較 高 毛 利 ...

Financial Performance - The company recorded revenue of RMB 5.17 billion for the reporting period, a decrease of 56% compared to the previous year[10]. - The company achieved a profit of RMB 1.02 billion, an increase of 334.93% year-on-year, successfully turning a loss into a profit[10]. - Total equity increased from RMB 2.39 billion at the end of the previous year to RMB 2.54 billion[10]. - The equity attributable to owners improved from a deficit of RMB 462 million to RMB 1.46 billion, with the debt-to-equity ratio decreasing from 1.89 to 0.76[10]. - The group's revenue decreased by 56.1% to approximately RMB 5,174,900,000, down from RMB 11,799,600,000 in the previous 15-month period[30]. - Profit for the year was approximately RMB 1,018,900,000, a significant improvement from a loss of RMB 433,700,000 in the previous period[30]. - Gross profit decreased by approximately RMB 393,600,000 to about RMB 760,800,000, primarily due to a reduction in the area of delivered properties[30]. - Other income and gains decreased by approximately RMB 3,782,900,000 to about RMB 1,992,700,000, attributed to the sale of subsidiaries[30]. - Total liabilities decreased by approximately 36.5% to about RMB 10,113,100,000 from RMB 15,878,900,000[34]. - Total assets decreased to approximately RMB 12,648,600,000 from RMB 18,267,400,000, reflecting a decline in property values[34]. - Cash and cash equivalents increased to approximately RMB 725,900,000 from RMB 683,900,000[35]. - The company’s basic and diluted earnings per share were approximately RMB 13.71, down from RMB 23.53 in the previous period[31]. Business Strategy and Operations - The company plans to gradually invest resources into new financial services, including investment and management of special opportunity assets[12]. - The company aims to focus on the integration of technology and real estate, promoting a diversified ecological development model[12]. - The company will continue to optimize its asset-liability structure by divesting from underperforming real estate businesses[10]. - The company is actively managing risks and ensuring stable operations while advancing project deliveries in response to changing internal and external environments[25]. - The company is transitioning from traditional IT distribution to e-commerce platforms, influenced by legal challenges from creditors and former major shareholders[29]. - The company has entered into equity transfer agreements to sell 100% of the issued share capital of certain subsidiaries for HKD 1,000,000 and RMB 1,000,000, respectively, which will result in the company no longer having any interests in these target groups[63]. - The company aims to maintain satisfactory performance growth and enhance shareholder value by identifying profitable investment opportunities aligned with its development strategy[65]. - The company has no specific future plans for major investments or capital assets as of March 31, 2023, but is actively seeking new investment opportunities in real estate and e-commerce to enhance revenue and shareholder value[52]. Legal and Compliance Issues - The group is involved in significant legal proceedings, including a civil lawsuit regarding an outstanding debt of approximately RMB 1,458.5 million[47]. - The group is also facing a civil lawsuit concerning an unpaid trust loan of RMB 620 million, with ongoing negotiations for debt settlement[48]. - The group has a contingent liability of approximately RMB 1.05 billion related to unpaid debts, including interest accrued until November 10, 2021[49]. - The group maintains a policy of conducting transactions only with reputable third parties, continuously monitoring accounts receivable to mitigate bad debt risk[41]. - The group is actively responding to legal proceedings and negotiating settlements for outstanding debts with involved parties[47]. - Zhejiang Resources is involved in a civil lawsuit regarding unpaid construction project payments totaling approximately RMB 105.3 million[50]. - Western Trust has filed a civil lawsuit against Zhejiang Resources for an unpaid loan principal of approximately RMB 300 million, with total claims including interest and penalties amounting to approximately RMB 389.4 million[50]. - A court ruling in March 2023 confirmed that Zhejiang Resources must repay the outstanding principal, interest, and penalties to Western Trust[50]. Corporate Governance - The board consists of four executive directors and three independent non-executive directors, with no significant relationships among them[76]. - The company has adopted all provisions of the Corporate Governance Code as per the Listing Rules, demonstrating commitment to high governance standards[74]. - The board aims to maintain at least one female director in the future, with decisions based on the strengths and contributions of selected candidates[92]. - The remuneration committee held two meetings during the reporting period to review and discuss the remuneration policies for all directors[87]. - The audit committee held a total of five meetings during the reporting period, reviewing the independent auditor's report on the annual financial statements and discussing the group's internal controls[98]. - The company has adopted an insider information disclosure policy to ensure timely and fair public announcements of material information[103]. - The company continues to adopt a going concern basis in preparing its consolidated financial statements, with no significant uncertainties affecting its ability to operate[105]. - The company encourages continuous professional development for all directors to enhance their knowledge and skills in corporate governance[81]. Environmental, Social, and Governance (ESG) Initiatives - The company is committed to sustainable development and has integrated ESG management into its core business strategy[118]. - The ESG report was prepared in accordance with the guidelines set forth by the Hong Kong Stock Exchange[120]. - The report quantifies key performance indicators and includes supplementary explanations for disclosed data[122]. - The group aims to reduce operational negative impacts on the environment and society, integrating sustainability into all business sectors[138]. - The group has identified five core areas for its sustainability strategy: environment, employees, customers, supply chain, and community[138]. - The group supports the United Nations Sustainable Development Goals (SDGs) and has selected eight goals most relevant to its business[139]. - The group conducts regular meetings to assess the effectiveness of current policies and develop solutions to enhance overall ESG performance[136]. - The group emphasizes communication with stakeholders, including investors, customers, suppliers, employees, and regulatory bodies, to incorporate their expectations into ESG strategies[147]. - The group aims to create long-term value for stakeholders through sustainable development initiatives[144]. - The company identified 8 high-importance environmental issues and 10 social issues for the fiscal year 2022 based on its operational focus and stakeholder expectations[151]. Market Trends and Economic Outlook - The outlook for the real estate industry in 2023 remains cautiously optimistic, with expectations of slow recovery in the Chinese economy and ongoing geopolitical uncertainties affecting consumer confidence[66]. - The e-commerce market in China is expected to continue rapid growth in 2023, driven by post-pandemic consumption trends and government policies aimed at expanding domestic demand[70]. - The digital economy in China is expected to see the core industry contribute 10% to GDP by 2025, highlighting the growth potential in the ICT distribution sector[163]. - The demand for ICT products is increasing due to accelerated digital transformation in government and enterprises, driven by remote work and learning needs[163]. - The real estate sector has seen favorable policies, including reduced mortgage rates and increased loan limits, contributing to a more stable market environment[166]. Sustainability and Environmental Impact - The group aims to reduce electricity and water consumption by 5%, non-hazardous materials by 8%, and greenhouse gas emissions by 10% by 2030[173]. - The group reported a reduction in sulfur oxides (SOx) emissions to 0.60 kg in 2022 from 2.21 kg in 2021[176]. - The group implemented measures to encourage public transport use, aiming to reduce reliance on private vehicles and lower greenhouse gas emissions[175]. - The total number of employees decreased to 478 in 2022 from 891 in 2021, impacting greenhouse gas emissions per employee[180]. - The group has adopted a "sponge city" design concept to utilize rainwater, reducing the demand for fresh water[179]. - The group has no harmful waste emissions as all hazardous waste is handled by qualified disposal companies[181]. - Total harmless waste emissions decreased to 24.72 tons in 2022 from 117.00 tons in 2021, representing a reduction of approximately 78.8%[185]. - The group reported a packaging consumption of 0.3 tons in the reporting period, with an average consumption of approximately 0.00063 tons per employee[196]. - The company strictly adheres to the Environmental Protection Law of the People's Republic of China and the Solid Waste Pollution Prevention and Control Law, which outline requirements for pollutant emissions and energy management[200].

E-commerce and Distribution Business Performance - E-commerce and distribution business revenue decreased by 74.1% to RMB 1,907,200,000 compared to the previous period, resulting in a loss of RMB 55,400,000[5] - Revenue from external customers in the e-commerce and distribution segment reached RMB 7,371.025 million for the 15 months ended March 31, 2022[104] - The e-commerce and distribution segment reported a loss of RMB 55,430 thousand[114] - Revenue from external customers in the e-commerce and distribution segment was RMB 1,907,221 thousand[114] Real Estate Development and Investment - Capital commitments for properties under development amounted to approximately RMB 2,133,200,000 as of March 31, 2023, up from RMB 1,829,000,000 in the previous year[6] - National commercial housing sales in 2022 dropped by 26.7% to RMB 13.3 trillion, with sales area decreasing by 24.3% to 1.36 billion square meters[7] - Real estate development investment in 2022 fell by 10.0% to RMB 13.3 trillion compared to 2021[7] - The company's property development segment reported a segment profit of RMB 1,078.004 million for the 15 months ended March 31, 2022[104] - The property development segment reported a profit of RMB 1,851,919 thousand[114] - Property development business revenue decreased by 25.7% to RMB 3.219 billion in 2023, but segment profit increased to RMB 1.851 billion due to improved gross margins[152] - The company's property development projects include "Yunhe Jade Mansion" with a planned construction area of 456,507 square meters, expected to be completed in 2026[164] - The company's property development projects include "Boyabinjiang" with a planned construction area of 909,598 square meters, expected to be completed in 2024[164] - The company's property development projects include "Dream City" with a planned construction area of 1,014,000 square meters, expected to be completed in 2024[164] - The company's property development projects include "Purple Mansion" with a planned construction area of 193,771 square meters, expected to be completed in 2023[164] Financial Performance and Metrics - Revenue for the fiscal year ending March 31, 2023, was RMB 5,174.87 million, a decrease from RMB 11,799.62 million in the previous year[69] - Gross profit for the fiscal year ending March 31, 2023, was RMB 760.81 million, down from RMB 1,154.45 million in the previous year[69] - Net profit attributable to the company's owners for the fiscal year ending March 31, 2023, was RMB 966.69 million, compared to a loss of RMB 1,943.19 million in the previous year[69] - The company's basic and diluted earnings per share for the fiscal year ending March 31, 2023, were RMB 13.71[69] - The company's total assets as of March 31, 2022, amounted to RMB 18,267.389 million[104] - The company's total liabilities as of March 31, 2022, were RMB 15,878.852 million[104] - The company's total revenue from external customers is RMB 5,174,870 thousand, with e-commerce and distribution contributing RMB 1,907,221 thousand, property development contributing RMB 3,219,727 thousand, and property investment and management contributing RMB 47,922 thousand[114] - Total pre-tax profit for the company is RMB 1,596,539 thousand, after accounting for interest income, corporate expenses, and financial costs[114] - The company's total assets amount to RMB 12,648,625 thousand, with property development holding the largest share at RMB 9,759,191 thousand[114] - Basic earnings per share decreased to RMB 13.71 cents in 2023 from RMB 23.53 cents in the previous period[156] - The company's profit attributable to owners was RMB 966,700 thousand in 2023, compared to RMB 1,509,500 thousand in the 15-month period ending March 31, 2022[166] - The company's non-controlling interests showed a profit of RMB 52,200 thousand in 2023, compared to a loss of RMB 1,943,200 thousand in the 15-month period ending March 31, 2022[166] Legal Disputes and Settlements - The company is involved in a legal dispute with CITIC Trust over unpaid debts amounting to approximately RMB 1.05 billion[10] - Western Trust Co., Ltd. filed a civil lawsuit against Zhejiang Resources for an outstanding loan principal of approximately RMB 300 million with an annual interest rate of 10.4%, and the court ruled in favor of the plaintiff, requiring Zhejiang Resources to repay the outstanding principal along with interest and penalties totaling approximately RMB 389.4 million[30] - China Construction Eighth Engineering Division Corp., Ltd. filed a lawsuit against Zhejiang Resources for unpaid construction project payments totaling approximately RMB 105.3 million, including interest and penalties[39] - The company was involved in a significant legal proceeding regarding unpaid debt of approximately RMB 1.458 billion, with the judgment upheld by the Qinghai High People's Court[192] Capital and Share Transactions - The company sold its entire issued share capital of Founder Digital International Limited for HKD 1,000,000[12] - The company transferred a 20.59% stake in Zhejiang Resources to Wuhan Tianhe Jincheng for approximately RMB 291,283,000[22] - The company's subsidiary, Chongqing Yuefeng, agreed to acquire a 10.94% stake in Zhejiang Resources for approximately RMB 154,766,000[22] - The company sold 100% equity of two target companies for HKD 1,000,000 and RMB 1,000,000 respectively, and will no longer consolidate their financial performance into the group's accounts[58] - The company issued a total of 1,283,231,129 shares at a subscription price of HKD 0.10 per share to eight independent private investors on October 24, 2022[199] - The company issued an additional 122,000,000 shares at a subscription price of HKD 0.10 per share to two investors on March 20, 2023[200] Employee and Organizational Changes - The number of employees decreased to 454 as of March 31, 2023, down from 565 in the previous year, due to reduced operations in property development and distribution businesses[14] - The company plans to focus on financial security, flatten organizational structures, and improve management efficiency, with a primary goal of maintaining liquidity, deleveraging, and stabilizing debt[47] Industry Outlook and Strategy - The company remains cautiously optimistic about the industry outlook for 2023, despite signs of recovery in the first quarter, due to significant polarization in third and fourth-tier cities[46] - The company is actively transforming into a "real estate + technology" model, leveraging the Nibiru Metaverse platform to issue NFTs and develop virtual-real estate projects[47] - The company is committed to long-term development plans to maintain satisfactory performance growth and enhance shareholder value, while seeking profitable investment opportunities aligned with its strategy[60] - The company's business strategy focuses on accelerating the pre-sale of suitable properties and strengthening communication with cooperative banks to expedite the acquisition of sales proceeds[72] Financial Liabilities and Debt Management - Total interest expenses decreased to RMB 312,918 thousand in 2023 from RMB 1,115,531 thousand in 2022, with capitalized interest reducing to RMB 46,926 thousand from RMB 567,080 thousand[44] - The company's interest-bearing bank and other borrowings decreased to RMB 593.70 million as of March 31, 2023, from RMB 1,020.13 million in the previous year[67] - The company's deferred tax liabilities increased to RMB 197.83 million as of March 31, 2023, from RMB 83.19 million in the previous year[67] - The company has been actively negotiating with existing lenders to extend loans and waive repayment terms, and has reached settlement agreements with two financial institutions during the fiscal year[72] - The company's interest-bearing bank and other borrowings decreased to RMB 1,919,600 thousand in 2023 from RMB 4,518,000 thousand in 2022, with RMB 639,000 thousand at floating rates and RMB 1,280,600 thousand at fixed rates[168] - The company's contingent liabilities for mortgage guarantees decreased to RMB 1,339,700 thousand in 2023 from RMB 3,136,700 thousand in 2022[171] Property Investment and Management - The property investment and management segment reported a segment loss of RMB 335.038 million for the 15 months ended March 31, 2022[104] - Property investment and management business revenue decreased by 50.0% to approximately RMB 47.9 million (compared to RMB 95.8 million for the 15-month period ending March 31, 2022)[179] - The property investment and management segment recorded a profit of approximately RMB 85 million (compared to a loss of RMB 335 million for the 15-month period ending March 31, 2022)[179] - The fair value gain on investment properties was approximately RMB 456.4 million (compared to a loss of RMB 328.5 million for the 15-month period ending March 31, 2022)[179] Other Financial and Operational Highlights - The company changed its financial year-end from December 31 to March 31 to align with the seasonal operational cycle of its property development business, which typically records higher property sales in the first quarter[77] - The company's total non-current liabilities amounted to RMB 793,038,000 as of March 31, 2023, compared to RMB 1,104,813,000 in the previous year[86] - The company's net asset value was RMB 2,535,557,000 as of March 31, 2023, compared to RMB 2,388,537,000 in the previous year[92] - The company's equity attributable to owners was RMB 1,461,494,000 as of March 31, 2023, compared to a negative RMB 462,081,000 in the previous year[93] - The company's non-controlling interests were RMB 1,074,063,000 as of March 31, 2023, compared to RMB 2,850,618,000 in the previous year[93] - Capital expenditures for the year totaled RMB 9.373 million, including additions to property, plant, and equipment, other intangible assets, and investment properties[99] - The company's non-current assets in Mainland China increased significantly to RMB 1,498.762 million as of March 31, 2023, compared to RMB 569.946 million in the previous year[102] - The company received multiple government grants for investments in certain regions of China, with no unfulfilled conditions or contingencies[103] - The company recognized a financial asset impairment reversal of RMB 18.642 million in the property development segment[101] - The total revenue from external customers in Mainland China for the year ended March 31, 2023, was RMB 5,174.870 million[105] - Capital expenditures for the year totaled RMB 63,755 thousand, with the majority allocated to property investment and management at RMB 63,456 thousand[115] - The company recognized a fair value gain of RMB 356,815 thousand from investment properties[115] - The company applied revised Hong Kong Financial Reporting Standards, which are not expected to have a material impact on its consolidated financial statements[112] - The company's financial liabilities, including interest-bearing bank borrowings and deferred tax liabilities, are managed on a group basis and are not included in segment liabilities[120] - Revenue from customer contracts for property sales decreased to RMB 3,219,727 thousand in FY2023 from RMB 4,332,820 thousand in the previous period[121] - Revenue from property management services increased to RMB 10,609 thousand in FY2023 from RMB 0 in the previous period[121] - Total rental income decreased to RMB 37,313 thousand in FY2023 from RMB 95,779 thousand in the previous period[121] - Expected revenue to be recognized within one year decreased to RMB 614,789 thousand in FY2023 from RMB 3,088,402 thousand in the previous period[121] - Profit from the sale of development properties to the Chinese government was RMB 1,739,832 thousand in the 15 months ended March 31, 2022[122] - The company terminated the recognition of receivables from a former subsidiary, resulting in a profit of RMB 667,680 thousand in FY2023[122] - Other income and profit analysis showed a total of RMB 1,953,635 thousand in FY2023 compared to RMB 5,695,172 thousand in the previous period[126] - Financial expenses included interest penalties on overdue loans of RMB 158,027 thousand in FY2023, down from RMB 685,787 thousand in the previous period[128] - Income tax expenses for Chinese enterprise income tax were RMB 211,015 thousand in FY2023, down from RMB 461,985 thousand in the previous period[132] - Deferred tax expense was RMB 140,369 thousand in FY2023, compared to a deferred tax credit of RMB 54,522 thousand in the previous period[132] - Trade receivables within 6 months decreased to RMB 897.454 million in 2023 from RMB 1.570 billion in 2022, while receivables over 6 months increased to RMB 1.116 billion from RMB 441.573 million[136] - Trade payables remained stable at approximately RMB 2.013 billion in 2023 compared to RMB 2.012 billion in 2022[137] - The company recognized a debt restructuring gain of RMB 82.373 million due to settlements with financial institutions[148] - The company reclassified RMB 8.282 million related to fair value changes of financial assets as a separate item to reflect the nature of losses[138] - The IT distribution market in China declined by 3.1% in 2022, with total sales of RMB 442.41 billion[142] - The company's property development segment profit increased despite a decrease in delivered area, driven by higher gross margins[152] - The company's financial statements received a qualified opinion due to uncertainties in comparability and going concern[155] - The company's total trade receivables and notes amounted to RMB 2.013 billion in 2023, slightly higher than RMB 2.012 billion in 2022[136] - Trade receivables decreased significantly from RMB 699,007 thousand in 2022 to RMB 84,501 thousand in 2023, with a corresponding impairment loss of RMB 2,127 thousand in 2023 compared to RMB 38,283 thousand in 2022[160] - Other payables and accrued liabilities decreased by 41.05% to RMB 2,507,800 thousand in 2023 from RMB 4,254,000 thousand in 2022, primarily due to the sale of subsidiaries and repayment of payables[168] - The company increased its equity in Chongqing Yayuan Henghui from 51% to 100%, in Chongqing Yinghe Yiyuan from 51% to 100%, and in Zhejiang Resources from approximately 68.47% to 100%[184] - The company did not declare any interim or final dividends for the reporting year (compared to none for the 15-month period ending March 31, 2022)[194] - All directors confirmed compliance with the standard code of conduct for securities transactions during the reporting year[198]

中 期 報 告 Interim Report 2 0 2 2 目錄 | 公司資料 | 2 | | --- | --- | | 管理層討論及分析 | 3 | | 簡明綜合損益表 | 15 | | 簡明綜合全面收益表 | 16 | | 簡明綜合財務狀況表 | 17 | | 簡明綜合權益變動表 | 19 | | 簡明綜合現金流量表 | 21 | | 簡明綜合財務資料附註 | 22 | | 其他資料 | 44 | 董事會 執行董事 黃啓豪先生 （主席） 王貴武先生 黃柱光先生 郭朗華先生 （於二零二二年九月十五日獲委任） 獨立非執行董事 錢志浩先生 鍾衞民先生 華一春先生 委員會 審核委員會 錢志浩先生 （主席） 華一春先生 鍾衞民先生 薪酬委員會 鍾衞民先生 （主席） 黃啓豪先生 錢志浩先生 提名委員會 黃啓豪先生 （主席） 華一春先生 鍾衞民先生 公司秘書 Victoria Place, 5th Floor 31 Victoria Street Hamilton HM 10 Bermuda 總辦事處及香港主要營業地點 香港 銅鑼灣 告士打道262號 中糧大廈 23樓2303室 股份過戶登記處 授權代表 黃啓豪先生 ...