[Company Overview](index=4&type=section&id=Company%20Overview) This section provides an overview of the company's core businesses, including healthcare, e-commerce, property development, and investment, along with key corporate information [Company Business Segments](index=4&type=page&id=Company%20Business%20Segments) The company, listed on HKEX (618.HK), operates four core business segments across mainland China, Singapore, and Hong Kong - The Group's main businesses cover four major areas: - **Medical and Pharmaceutical Retail**: Operates **56 chain stores** and **5 TCM clinics** in Wuhan under the "Yekai Tai" brand, with an online pharmacy established[3](index=3&type=chunk) - **E-commerce and Distribution**: Sells equipment and IT products via platforms like Douyin and JD.com[4](index=4&type=chunk) - **Property Development**: Holds approximately **2.69 million square meters** of saleable, under-construction, and undeveloped area across **12 projects** in **8 cities** in mainland China[4](index=4&type=chunk) - **Property Investment and Management**: Engages in property investment and management[4](index=4&type=chunk) [Company Information](index=5&type=page&id=Company%20Information) This section provides essential corporate governance and administrative details, including registration, board members, and listing information - The company is listed on the Main Board of the Hong Kong Stock Exchange under stock code **00618**, with a board lot size of **8,000 shares**[7](index=7&type=chunk) - The Chairman of the Board is **Mr. Wong Kai Ho**, and the company's auditor is **ZHONGZHENG TIANHENG CPA LIMITED**[6](index=6&type=chunk) [Chairman's Statement](index=6&type=section&id=Chairman%27s%20Statement) The Chairman's Statement reviews the challenging 2023 fiscal year, marked by a significant revenue decline and net loss, alongside strategic business transformations and debt restructuring efforts Overview of Annual Performance | Indicator | Amount (RMB) | YoY Change | | :--- | :--- | :--- | | **Group Total Revenue** | 1.44 billion | -72.2% | | **Group Loss** | 750 million | -173.6% | | **Property Development Revenue** | 560 million | -82.7% | | **E-commerce Business Revenue** | 620 million | N/A | | **E-commerce Business Profit** | 30 million | N/A | - The Group successfully acquired **Yekai Tai Pharmaceutical**, entering the pharmaceutical retail sector and building an integrated online-offline omnichannel sales network[10](index=10&type=chunk) - Peking University Resources Asset Management Co., Ltd., a wholly-owned subsidiary, obtained a **Type 9 (Asset Management) license** from the Hong Kong SFC, expanding into new financial services[12](index=12&type=chunk) - The Group plans to pursue a **light-asset digital strategy**, enhance its internet-based healthcare ecosystem, maintain financial stability, resolve existing debts, and exit loss-making businesses to focus on profitable ventures[12](index=12&type=chunk) [Management Discussion and Analysis](index=8&type=section&id=Management%20Discussion%20and%20Analysis) This section provides a detailed review of the Group's operational performance, financial position, market risks, and future outlook across its diverse business segments [Market Review](index=9&type=page&id=Market%20Review) This section reviews the market environment, noting slow global recovery, China's economic growth, opportunities in medical retail and e-commerce, and the continued downturn in the real estate sector - **Medical and Pharmaceutical Retail**: Policies like "separation of drug dispensing and medical services" and increased health awareness are driving significant growth in the retail pharmacy market[18](index=18&type=chunk) - **E-commerce and Distribution Business**: China's e-commerce market is shifting towards a balance of incremental and existing growth, with social content-driven platforms rapidly expanding; national online retail sales reached **RMB 15.4 trillion** in 2023, growing **11.0%** year-on-year[21](index=21&type=chunk) - **Real Estate Business**: The market remains in a downward trend despite policy relaxation, with national commercial housing sales value and area decreasing by **6.5%** and **8.5%** respectively, and development investment down **9.6%** in 2023[22](index=22&type=chunk) [Business Review](index=11&type=page&id=Business%20Review) The Group's business structure significantly shifted this fiscal year, with new medical retail contributions, e-commerce turning profitable, and property development and investment segments facing substantial revenue declines and losses [Medical and Pharmaceutical Retail](index=11&type=page&id=Medical%20and%20Pharmaceutical%20Retail) The Group acquired 100% of "Yekai Tai Pharmaceutical" in 2023, entering the medical retail market, which contributed RMB 87.8 million in revenue and RMB 3.8 million in profit since acquisition - In August and November 2023, the Group completed the full acquisition of **Yekai Tai Pharmaceutical**, making it an indirect wholly-owned subsidiary[24](index=24&type=chunk) Preliminary Performance of Medical and Pharmaceutical Retail Business | Indicator | Amount (RMB) | | :--- | :--- | | Revenue (from acquisition date to 2024/3/31) | 87,800,000 | | Segment Profit | 3,800,000 | [E-commerce and Distribution](index=11&type=page&id=E-commerce%20and%20Distribution) The e-commerce and distribution business successfully transitioned from traditional IT distribution to e-commerce, reducing revenue by 67.4% to RMB 621 million but achieving a profit of RMB 30.8 million, reversing last year's loss Performance of E-commerce and Distribution Business | Indicator | This Reporting Year (RMB) | Last Corresponding Period (RMB) | | :--- | :--- | :--- | | Revenue | 621,400,000 | 1,907,200,000 | | Segment Profit/(Loss) | 30,800,000 | (55,400,000) | - The business transformation was driven by lawsuits from creditors and former controlling shareholder Peking University Founder Group, prompting the Group to scale down traditional IT distribution and transition to an e-commerce platform[26](index=26&type=chunk) [Real Estate Business](index=13&type=page&id=Real%20Estate%20Business) The real estate business faced severe challenges, with property development revenue plummeting 82.7% to RMB 558 million and incurring a RMB 117 million loss, while property investment and management also turned to a loss despite revenue growth Performance of Property Development Business | Indicator | This Reporting Year (RMB) | Last Corresponding Period (RMB) | | :--- | :--- | :--- | | Revenue | 558,200,000 | 3,219,700,000 | | Segment (Loss)/Profit | (117,300,000) | 1,851,900,000 | Performance of Property Investment and Management Business | Indicator | This Reporting Year (RMB) | Last Corresponding Period (RMB) | | :--- | :--- | :--- | | Revenue | 173,600,000 | 47,900,000 | | Segment (Loss)/Profit | (29,800,000) | 85,000,000 | - As of March 31, 2024, the Group held approximately **2.69 million square meters** of saleable, under-construction, and undeveloped area across **12 property development projects** in **8 cities** in mainland China[28](index=28&type=chunk) [Financial Review](index=13&type=page&id=Financial%20Review) The Group's overall financial performance significantly declined, with total revenue down 72.2% to RMB 1.441 billion and a net loss of RMB 750 million, primarily due to reduced gross profit, other losses, and increased impairment provisions Summary of Overall Financial Performance | Indicator | This Reporting Year (RMB) | Last Corresponding Period (RMB) | Change | | :--- | :--- | :--- | :--- | | Revenue | 1,441.0 million | 5,174.9 million | -72.2% | | Gross Profit | 130.8 million | 760.8 million | -82.8% | | Annual (Loss)/Profit | (750.2) million | 1,018.9 million | -173.6% | | (Loss)/Profit Attributable to Owners of the Company | (785.6) million | 966.7 million | -181.3% | | Basic (Loss)/Earnings Per Share (RMB cents) | (8.24) cents | 13.71 cents | - | - Major factors contributing to the loss include: - **Decrease in Gross Profit**: Gross profit decreased by approximately **RMB 630 million** due to reduced delivered property gross profit and delivery area[32](index=32&type=chunk) - **Decrease in Other Gains and Losses**: A loss of approximately **RMB 337 million** from uncompensated land repossession and a financial asset impairment loss of approximately **RMB 460 million**[35](index=35&type=chunk) - **Impairment of Properties Held for Sale**: Net impairment provision of approximately **RMB 196 million** for properties held for sale due to the property market downturn[32](index=32&type=chunk) - **Increase in Other Expenses**: Net increase in other expenses by approximately **RMB 196 million** to **RMB 843 million** due to estimated guarantee liabilities and related lawsuits[35](index=35&type=chunk) - The company adjusted the revenue recognition method for its concentrate trading business from a **gross basis to a net basis**, with retrospective adjustment to interim results, reducing revenue and cost of sales but having **no impact on net profit**[34](index=34&type=chunk)[36](index=36&type=chunk)[37](index=37&type=chunk) [Liquidity, Financial Resources and Capital Commitments](index=15&type=page&id=Liquidity%2C%20Financial%20Resources%20and%20Capital%20Commitments) As of March 31, 2024, the Group's total assets and liabilities decreased, while cash and equivalents increased, and liquidity and debt-to-equity ratios improved, with capital commitments at RMB 1.66 billion Key Financial Position Indicators (As of March 31, 2024) | Indicator | March 31, 2024 (RMB) | March 31, 2023 (RMB) | | :--- | :--- | :--- | | Total Assets | 11,522.9 million | 12,648.6 million | | Total Liabilities | 9,015.2 million | 10,113.1 million | | Equity Attributable to Owners of the Company | 1,034.5 million | 1,461.5 million | | Interest-bearing Bank and Other Borrowings | 1,748.1 million | 2,339.6 million | | Total Cash and Cash Equivalents | 904.1 million | 725.9 million | | Net Asset Value Per Share | 24.2 cents | 27.8 cents | Key Financial Ratios (As of March 31, 2024) | Indicator | March 31, 2024 | March 31, 2023 | | :--- | :--- | :--- | | Debt-to-Equity Ratio (Total Borrowings/Total Equity) | 0.70 | 0.92 | | Current Ratio | 1.26 | 1.18 | - As of March 31, 2024, the Group's contracted but unprovided capital commitments for properties under development were approximately **RMB 1.656 billion**[41](index=41&type=chunk) [Financial Policies and Market Risks](index=16&type=page&id=Financial%20Policies%20and%20Market%20Risks) The Group maintains prudent financial policies, managing cash in multiple currencies, while facing market risks from property downturns, interest rate fluctuations, and exchange rate volatility, without using derivatives for hedging - **Financial Policy**: The Group implements prudent financial policies, strictly controlling cash and risk management, with surpluses primarily held as short-term deposits in **HKD, RMB, and USD**[42](index=42&type=chunk) - **Market Risk**: The Group's major assets are land and properties under development, exposing it to the risk of a **domestic property market downturn**[43](index=43&type=chunk) - **Interest Rate Risk**: Primarily arises from floating-rate bank and other borrowings, with the Group **not using derivative instruments** for hedging[44](index=44&type=chunk) - **Foreign Exchange Risk**: Operations are primarily in mainland China and Hong Kong, with most transactions in **RMB and HKD**, resulting in minimal exchange rate fluctuation risk and **no hedging**[45](index=45&type=chunk) - **Credit and Liquidity Risk**: Credit risk is managed through customer credit verification and continuous monitoring of receivables, while liquidity risk is managed via bank borrowings and close cash flow monitoring[47](index=47&type=chunk)[48](index=48&type=chunk) [Pledged Assets and Contingent Liabilities](index=17&type=page&id=Pledged%20Assets%20and%20Contingent%20Liabilities) As of March 31, 2024, the Group pledged approximately RMB 1.652 billion in assets for credit and loans, while contingent liabilities include RMB 915 million in mortgage guarantees and several material lawsuits - As of March 31, 2024, the Group's pledged assets include: - Properties held for sale: approximately **RMB 1.342 billion** - Investment properties: approximately **RMB 296 million** - Bank deposits: approximately **RMB 13.9 million**[49](index=49&type=chunk) - The Group's contingent liabilities for mortgage financing guarantees to property buyers were approximately **RMB 915 million**, a decrease from **RMB 1.34 billion** last year[50](index=50&type=chunk) - The Group also faces contingent liabilities related to outstanding lawsuits detailed in the "Material Litigation" section[51](index=51&type=chunk) [Material Litigation](index=18&type=page&id=Material%20Litigation) As of March 31, 2024, the Group is involved in seven material lawsuits concerning trust loans and debts, with several subsidiaries facing judgments for substantial repayments and collateral auction risks - The Group is involved in multiple lawsuits with Minmetals International Trust, concerning outstanding debt principal of approximately **RMB 1.459 billion** and **RMB 620 million**, with courts ruling for repayment and priority claim on collateral[53](index=53&type=chunk) - In a lawsuit involving Western Trust, subsidiary Zhejiang Resources was ordered to repay approximately **RMB 300 million** in loan principal and interest penalties, with pledged land facing auction risk[56](index=56&type=chunk) - In a lawsuit involving Huarong Trust, a Group subsidiary was held jointly and severally liable for **RMB 590 million** in outstanding principal and interest, with related land and equity facing auction risk[56](index=56&type=chunk) - In a lawsuit involving CITIC Trust, former subsidiary Hong Kong Tianhe was ordered to repay approximately **RMB 736 million** in outstanding principal and interest, with collateral from relevant Group subsidiaries facing auction risk[57](index=57&type=chunk) - In a lawsuit involving China Huarong, a former Group subsidiary was ordered to repay approximately **RMB 131 million** in debt principal, with Chongqing Yingfeng's property facing auction risk, though a supplementary debt settlement agreement has been reached[57](index=57&type=chunk) [Material Acquisitions and Disposals](index=21&type=page&id=Material%20Acquisitions%20and%20Disposals) This year, the Group completed two major asset restructuring activities: the disposal of Hong Kong Tianhe and Chongqing Yueyingya, and the acquisition of 100% equity in Yekai Tai Pharmaceutical for RMB 81 million, entering medical retail - **Disposals**: In May 2023, the Group disposed of its entire equity in **Hong Kong Tianhe Holdings Limited** and **Chongqing Yueyingya** for a total consideration of **HKD 1 million** and **RMB 1 million**[59](index=59&type=chunk) - **Acquisitions**: In August and November 2023, the Group acquired **100% equity** in **Yekai Tai Pharmaceutical** in two phases for a total consideration of **RMB 81 million**, making it an indirect wholly-owned subsidiary[59](index=59&type=chunk) [Employees and Remuneration Policy](index=22&type=page&id=Employees%20and%20Remuneration%20Policy) As of March 31, 2024, Group employees increased to 744 due to the Yekai Tai acquisition; a new 2023 Share Scheme was adopted, granting 600 million options, with post-period adjustments due to capital reorganization - As of March 31, 2024, the Group had approximately **744 employees**, a significant increase from **454** last year, primarily due to the acquisition of Yekai Tai Pharmaceutical[60](index=60&type=chunk) - The Group adopted a new "**2023 Share Scheme**" on August 28, 2023, with a **10-year validity**, aimed at rewarding and incentivizing eligible participants[61](index=61&type=chunk) - On December 29, 2023, the company granted a total of **600 million share options** to certain employees under the new scheme, with an exercise price of **HKD 0.101 per share**[67](index=67&type=chunk)[68](index=68&type=chunk) - Post-reporting period, due to capital reorganization, the exercise price of granted but unexercised share options was adjusted to **HKD 0.404 per share**, and the number of shares adjusted to **150 million**[70](index=70&type=chunk) [Events After Reporting Period](index=25&type=page&id=Events%20After%20Reporting%20Period) Post-reporting period, the Group completed a capital reorganization, issued 150 million new shares, disposed of 90% equity in Ezhou Jinfeng, and extended the repayment period for a RMB 321 million payable - **Capital Reorganization**: Completed on **May 8, 2024**, including a **"4-for-1" share consolidation** followed by capital reduction and share subdivision[72](index=72&type=chunk) - **Share Subscription**: Completed on **May 10, 2024**, with the issuance of **150 million new shares** to two subscribers at **HKD 0.228 per share**[72](index=72&type=chunk) - **Asset Disposal**: On **May 16, 2024**, the Group disposed of its **90% equity interest** in subsidiary **Ezhou Jinfeng** for **RMB 9 million**[72](index=72&type=chunk) - **Debt Extension**: On **June 3, 2024**, the Group successfully extended the repayment period for an **RMB 321 million** other payable by **eighteen months**[71](index=71&type=chunk) [Business Development Outlook](index=26&type=page&id=Business%20Development%20Outlook) The Group will focus on expanding pharmaceutical retail via "Yekai Tai," deepening e-commerce as a comprehensive service provider, revitalizing real estate assets with light-asset models, and developing new financial services through its asset management company - **Pharmaceutical Retail Business**: Plans to expand stores via "**new openings + M&A**" and promote a "**pharmacy + TCM**" model, targeting **20 distinctive stores** by year-end to become a comprehensive health service entity[74](index=74&type=chunk)[75](index=75&type=chunk) - **E-commerce Business**: Positioned as a **full-chain network operation and sales comprehensive service provider** between brands and platforms, it will deepen existing businesses, strengthen partnerships, and expand into new product areas[78](index=78&type=chunk) - **Real Estate Business**: The strategy combines "**revitalizing existing assets**" with "**focusing on distressed assets to expand incremental light-asset businesses**," emphasizing light-asset operations, agency construction, and professional consulting[81](index=81&type=chunk) - **Asset Management Business**: The licensed asset management company will develop financial services, having been appointed as investment manager for "**Gangtong Fund**," and will focus on special opportunity assets and technology-related investments[82](index=82&type=chunk) [Dividends](index=28&type=page&id=Dividends) The company did not declare any interim dividends, and the Board does not recommend any final dividends for this reporting year - No interim dividends were declared during the reporting period, and the Board also **does not recommend the payment of final dividends**[83](index=83&type=chunk) [Corporate Governance Report](index=29&type=section&id=Corporate%20Governance%20Report) This report details the Group's adherence to corporate governance principles, including board structure, committee functions, and shareholder communication practices [Board and Committees](index=29&type=page&id=Board%20and%20Committees) The company fully complied with corporate governance codes, with a Board comprising four executive and three independent non-executive directors, supported by Remuneration, Nomination, and Audit Committees overseeing strategy, finance, and risk - The company has fully complied with all code provisions of the **Corporate Governance Code** as set out in Appendix C1 of the Listing Rules during the reporting period[85](index=85&type=chunk) - The Board comprises **4 executive directors** and **3 independent non-executive directors**, with separate roles for Chairman and Chief Executive Officer to ensure clear segregation of duties[87](index=87&type=chunk)[93](index=93&type=chunk) - The Board has three committees: **Remuneration, Nomination, and Audit**, each with clear written terms of reference and holding regular meetings[91](index=91&type=chunk) - The Audit Committee, composed solely of **independent non-executive directors**, oversees the effectiveness of financial reporting, risk management, and internal control systems[109](index=109&type=chunk)[112](index=112&type=chunk) [Shareholder Communication and Rights](index=40&type=page&id=Shareholder%20Communication%20and%20Rights) The company maintains high transparency, communicating with shareholders via AGMs, its website, and reports, outlining shareholder rights for convening meetings and proposing resolutions, and has a dividend policy considering performance and capital needs - The company communicates with shareholders through annual general meetings, its website (**www.pkurh.com**), financial reports, announcements, and circulars[119](index=119&type=chunk)[120](index=120&type=chunk) - Shareholders holding at least **one-tenth of the company's paid-up share capital** may request to convene an extraordinary general meeting[122](index=122&type=chunk) - Shareholders representing at least **5% of voting rights** or at least **100 shareholders** may request to propose a resolution at a general meeting[123](index=123&type=chunk) - The company has established a **dividend policy**, where decisions consider operating performance, financial position, future outlook, and capital requirements[124](index=124&type=chunk) [Environmental, Social and Governance Report](index=42&type=section&id=Environmental%2C%20Social%20and%20Governance%20Report) This report outlines the Group's commitment to sustainable development, detailing its ESG governance structure, environmental performance, and social responsibility initiatives [ESG Governance and Strategy](index=42&type=page&id=ESG%20Governance%20and%20Strategy) The Group established a two-tier ESG governance structure, aligning with 11 SDGs, achieving significant environmental improvements and a Wind ESG BBB rating, with future plans for international engagement and performance-linked remuneration - A two-tier ESG governance structure, comprising the **Board of Directors** and an **ESG Working Group**, has been established, with the Board bearing ultimate responsibility[139](index=139&type=chunk)[145](index=145&type=chunk) - The Group's sustainable development strategy aligns with **11 United Nations Sustainable Development Goals (SDGs)** and has obtained a **Wind ESG rating of BBB**[152](index=152&type=chunk)[154](index=154&type=chunk)[163](index=163&type=chunk) - The Group's business transformation actively supports and practices the **six principles of the United Nations Principles for Responsible Investment (PRI)**, particularly during M&A processes[193](index=193&type=chunk) - Future plans include joining **international ESG organizations**, researching **linking ESG performance to remuneration**, and exploring **third-party assurance for ESG reports**[164](index=164&type=chunk)[165](index=165&type=chunk)[166](index=166&type=chunk) [Environmental Performance](index=62&type=page&id=Environmental%20Performance) The Group integrates green operations, setting 2030 environmental targets, achieving a 40.22% reduction in GHG emissions, and implementing various conservation measures, while also establishing a TCFD-aligned climate change management system - Environmental targets for **2030** (2021 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[209](index=209&type=chunk) Greenhouse Gas Emissions Performance | Indicator | Unit | 2023 | 2022 | YoY Change | | :--- | :--- | :--- | :--- | :--- | | Total GHG Emissions | tonnes CO2e | 483.50 | 808.82 | -40.22% | | GHG Emissions Intensity | tonnes CO2e/employee | 0.65 | 1.69 | -61.54% | Resource Usage Performance | Indicator | Unit | 2023 | 2022 | YoY Change | | :--- | :--- | :--- | :--- | :--- | | Total Energy Consumption | thousand kWh | 1,005.29 | 689.74 | +45.75% | | Energy Consumption Intensity | thousand kWh/employee | 1.35 | 1.44 | -6.25% | | Total Water Consumption | cubic meters | 6,083.77 | 4,731.50 | +28.58% | | Water Consumption Intensity | cubic meters/employee | 8.18 | 9.90 | -17.37% | - The Group established a climate change management system referencing **TCFD recommendations**, setting short-term, medium-term, and long-term objectives to address physical and transition risks[253](index=253&type=chunk)[255](index=255&type=chunk) [Social Responsibility](index=80&type=page&id=Social%20Responsibility) The Group upholds a people-oriented approach, ensuring a safe workplace with zero injuries for five years, increasing employee numbers to 744, providing extensive training, implementing strict supply chain and product responsibility measures, and maintaining a zero-tolerance stance on corruption - **Employment**: As of March 31, 2024, total employees were **744**, with female employees comprising approximately **61.42%**; the overall turnover rate was approximately **17%**[286](index=286&type=chunk)[288](index=288&type=chunk)[296](index=296&type=chunk) - **Health and Safety**: The Group prioritizes occupational health and safety, reporting **zero work-related injuries or fatalities** during the period and over the past five years, with **zero lost workdays** due to work-related injuries[297](index=297&type=chunk)[300](index=300&type=chunk) - **Development and Training**: During the reporting period, the total training rate was approximately **63.84%**, with total training hours of approximately **5,107.5 hours**, and an average of approximately **6.86 hours per employee**[310](index=310&type=chunk) - **Supply Chain Management**: The Group's supplier list includes **627 suppliers**, all from mainland China, with **87 suppliers eliminated** during the period; the Group prioritizes suppliers with sustainable development concepts and relevant certifications[321](index=321&type=chunk)[322](index=322&type=chunk) - **Anti-corruption**: The Group maintains a **zero-tolerance stance on corruption**, with a whistleblowing mechanism and regular anti-corruption training; **no concluded corruption litigation cases** were reported during the period[327](index=327&type=chunk)[330](index=330&type=chunk)[333](index=333&type=chunk) [Biographies of Directors and Senior Management](index=110&type=section&id=Biographies%20of%20Directors%20and%20Senior%20Management) This section details the professional backgrounds and industry experience of the company's executive directors, independent non-executive directors, and senior management, including the Chairman and Co-Presidents - **Mr. Wong Kai Ho**, 44, Executive Director and Chairman, possesses over **18 years of experience** in finance and business management, and is a practicing accountant in Hong Kong and a chartered accountant in New Zealand[351](index=351&type=chunk) - **Mr. Wang Guiwu**, 63, Executive Director, has over **21 years of experience** in business management and previously served as a non-executive director of Shengjing Bank[353](index=353&type=chunk) - **Mr. Huang Zhuguang**, 61, Executive Director, possesses over **31 years of experience** in the cultural industry and is the Chairman of Guangdong Shunlian Animation Technology Co., Ltd[356](index=356&type=chunk) - **Mr. Hou Ruilin**, 62, Executive Director, has over **26 years of experience** in corporate management[357](index=357&type=chunk) - The three independent non-executive directors are **Mr. Qian Zhihao, Mr. Zhong Weimin, and Mr. Hua Yichun**, possessing extensive professional knowledge in auditing, finance, and law[361](index=361&type=chunk)[362](index=362&type=chunk)[367](index=367&type=chunk) - Senior management includes Co-Presidents **Mr. Shi Lei** and **Mr. Xia Ding**, and Vice President **Mr. Jiang Xiaoping**, all possessing profound experience in their respective business areas[369](index=369&type=chunk)[370](index=370&type=chunk)[371](index=371&type=chunk) [Directors' Report](index=115&type=section&id=Directors%27%20Report) This report outlines the Group's principal activities, financial performance, share capital changes, fundraising activities, and compliance with listing rules for the reporting period - The Directors **do not recommend the payment of any dividends** for the reporting period[377](index=377&type=chunk) - During the reporting period, the Group raised funds through multiple share placements, with proceeds primarily used to **offset debts** and **supplement general working capital**[389](index=389&type=chunk)[391](index=391&type=chunk) - During the reporting period, sales to the **top five customers** accounted for **33.2%** of total sales (largest customer: **27.5%**), and purchases from the **top five suppliers** accounted for **29.7%** of total purchases (largest supplier: **13.7%**)[397](index=397&type=chunk) - As of March 31, 2024, Chairman **Mr. Wong Kai Ho** was deemed to have a long position interest in approximately **23.62%** of the company's issued share capital[406](index=406&type=chunk)[411](index=411&type=chunk) - The company confirmed that as of the reporting date, the **public float was not less than 25%**, complying with Listing Rules requirements[416](index=416&type=chunk) [Independent Auditor's Report](index=124&type=section&id=Independent%20Auditor%27s%20Report) The auditor issued an unmodified opinion on the financial statements but highlighted significant uncertainties regarding the Group's going concern ability and identified key audit matters related to property valuations - **Audit Opinion**: The auditor issued an **unmodified opinion**, deeming the financial statements true and fair[421](index=421&type=chunk) - **Material Uncertainty Related to Going Concern**: As of March 31, 2024, the Group's current liabilities were **RMB 7.68 billion**, cash and cash equivalents were **RMB 890 million**, and **RMB 437 million** in borrowings were overdue, indicating a material uncertainty regarding going concern[424](index=424&type=chunk) - **Key Audit Matter 1**: Assessment of net realizable value of properties under development for sale and completed properties held for sale, deemed critical due to significant management judgments and estimates involved in factors like selling prices and completion costs[427](index=427&type=chunk)[428](index=428&type=chunk) - **Key Audit Matter 2**: Fair value of investment properties, considered critical due to their significant carrying amount (**RMB 1.387 billion**) and the substantial judgments involved in their fair value estimation[430](index=430&type=chunk)[431](index=431&type=chunk) [Consolidated Financial Statements](index=131&type=section&id=Consolidated%20Financial%20Statements) This section presents the Group's consolidated financial performance, financial position, and cash flows, along with detailed notes on accounting policies and significant events [Consolidated Statement of Profit or Loss](index=131&type=page&id=Consolidated%20Statement%20of%20Profit%20or%20Loss) For the year ended March 31, 2024, the Group's revenue significantly decreased by 72.2% to RMB 1.441 billion, resulting in a net loss of RMB 750 million, primarily due to reduced gross profit and increased impairments Key Data from Consolidated Statement of Profit or Loss (For the year ended March 31) | Indicator (RMB thousand) | 2024 | 2023 | | :--- | :--- | :--- | | Revenue | 1,440,982 | 5,174,870 | | Gross Profit | 130,789 | 760,808 | | Other Gains and Losses, Net | 515,933 | 1,992,732 | | (Loss)/Profit Before Tax | (742,767) | 1,596,539 | | (Loss)/Profit for the Year | (750,242) | 1,018,855 | | (Loss)/Profit Attributable to Owners of the Company | (785,629) | 966,690 | | Basic (Loss)/Earnings Per Share (RMB cents) | (8.24) | 13.71 | [Consolidated Statement of Financial Position](index=133&type=page&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2024, the Group's total assets decreased to RMB 11.523 billion, total liabilities to RMB 9.015 billion, and equity attributable to owners to RMB 1.035 billion, while non-current assets increased Summary of Consolidated Statement of Financial Position (As of March 31) | Indicator (RMB thousand) | 2024 | 2023 | | :--- | :--- | :--- | | **Non-current Assets** | 1,830,931 | 1,638,953 | | **Current Assets** | 9,692,018 | 11,009,672 | | **Total Assets** | 11,522,949 | 12,648,625 | | **Current Liabilities** | 7,676,516 | 9,320,030 | | **Non-current Liabilities** | 1,338,691 | 793,038 | | **Total Liabilities** | 9,015,207 | 10,113,068 | | **Net Assets** | 2,507,742 | 2,535,557 | | **Equity Attributable to Owners of the Company** | 1,034,504 | 1,461,494 | | **Non-controlling Interests** | 1,473,238 | 1,074,063 | [Consolidated Statement of Cash Flows](index=137&type=page&id=Consolidated%20Statement%20of%20Cash%20Flows) For the year ended March 31, 2024, the Group reported negative operating cash flow of RMB 127 million, net investing outflow of RMB 125 million, and net financing inflow of RMB 442 million, resulting in a net increase of RMB 191 million in cash and equivalents Summary of Consolidated Statement of Cash Flows (For the year ended March 31) | Indicator (RMB thousand) | 2024 | 2023 | | :--- | :--- | :--- | | Net Cash Flow Used in Operating Activities | (126,822) | (107,989) | | Net Cash Flow Used in Investing Activities | (124,678) | (158,345) | | Net Cash Flow From Financing Activities | 442,454 | 316,976 | | **Net Increase in Cash and Cash Equivalents** | **190,954** | **50,642** | | Cash and Cash Equivalents at Beginning of Year | 696,114 | 641,949 | | **Cash and Cash Equivalents at End of Year** | **890,197** | **696,114** | [Notes to the Consolidated Financial Statements](index=139&type=page&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) The notes detail accounting policies, key judgments, and financial data, highlighting going concern uncertainties, segment performance (including new medical retail contributions), interest-bearing borrowings, material lawsuits, and acquisition/disposal specifics - **Going Concern**: Note 2 indicates that as of March 31, 2024, the Group's current liabilities were **RMB 7.68 billion**, with **RMB 437 million** in overdue borrowings, and cash of only **RMB 890 million**, presenting material uncertainty; management has formulated measures to improve liquidity[460](index=460&type=chunk)[462](index=462&type=chunk) - **Segment Information**: The Group has four reportable segments: Medical and Pharmaceutical Retail, E-commerce and Distribution, Property Development, and Property Investment and Management; the new medical retail segment contributed **RMB 87.81 million** in revenue, while property development revenue decreased from **RMB 3.22 billion** to **RMB 558 million**[639](index=639&type=chunk)[641](index=641&type=chunk) - **Interest-bearing Borrowings**: As of March 31, 2024, total interest-bearing bank and other borrowings amounted to **RMB 1.748 billion**, with **RMB 437 million** in default; the Group is renegotiating terms with lenders[745](index=745&type=chunk)[749](index=749&type=chunk) - **Acquisitions and Disposals**: During the year, the Group acquired **100% equity** in **Yekai Tai Pharmaceutical** for **RMB 81 million**, generating **RMB 38.6 million** in goodwill; and disposed of subsidiaries like Tianhe Group and Chongqing Yueyingya Group, recording a disposal gain of **RMB 1.203 billion**[803](index=803&type=chunk)[806](index=806&type=chunk)[810](index=810&type=chunk)[811](index=811&type=chunk) - **Litigation**: The Group is involved in multiple material lawsuits, primarily related to **outstanding loans and guarantee liabilities**, involving significant amounts, with some cases already judged, constituting contingent liabilities[842](index=842&type=chunk)[844](index=844&type=chunk)[845](index=845&type=chunk) [Five-Year Financial Summary](index=267&type=section&id=Five-Year%20Financial%20Summary) This section summarizes the Group's five-year financial performance, showing declining revenue to RMB 1.441 billion in FY2024, a return to loss of RMB 786 million, and a downward trend in total assets and liabilities since FY2021 Five-Year Performance Summary (RMB thousand) | Fiscal Year End | 2024/3/31 | 2023/3/31 | 2022/3/31 | 2020/12/31 | 2019/12/31 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 1,440,982 | 5,174,870 | 11,799,624 | 9,085,402 | 24,131,590 | | (Loss)/Profit Attributable to Owners of the Company | (785,629) | 966,690 | 1,509,499 | (2,025,393) | (2,421,877) | Five-Year Assets and Liabilities Summary (RMB thousand) | Fiscal Year End | 2024/3/31 | 2023/3/31 | 2022/3/31 | 2020/12/31 | 2019/12/31 | | :--- | :--- | :--- | :--- | :--- | :--- | | Total Assets | 11,522,949 | 12,648,625 | 18,267,389 | 38,190,572 | 38,541,413 | | Total Liabilities | (9,015,207) | (10,113,068) | (15,878,852) | (38,898,530) | (37,437,773) |

Customer Experience and Satisfaction - The company aims to enhance customer experience and satisfaction by establishing closer customer relationships and providing personalized solutions[1]. Real Estate Market Conditions - The Chinese real estate market continues to face challenges, but government policies are aimed at stabilizing and supporting the sector, indicating significant structural demand[3]. - In December 2023, the central government announced a RMB 300 billion fund to support the purchase of unsold residential properties, alongside measures to lower down payment ratios[4]. - The group has accelerated the pre-sale of suitable properties by formulating sales strategies tailored to each property development project and enhancing communication with partner banks to expedite the collection of proceeds from pre-sales and sales of developed properties[50]. - The group has implemented cost control measures by closely monitoring budget costs at each stage of property development and adopting a cost management system for real-time cost control, aiming to improve cost-effectiveness in the pre-sale and sales processes[51]. - The overall performance reflects ongoing challenges in the real estate market, with continued downward trends in sales and new construction[135]. Financial Performance - The company reported total revenue of RMB 1,440,982,000 for the year ending March 31, 2024, a decrease of 72.8% compared to RMB 5,174,870,000 for the previous year[20]. - Gross profit for the year was RMB 130,789,000, down 82.8% from RMB 760,808,000 in the prior year[20]. - The company incurred a net loss of RMB 750,242,000 for the year, compared to a profit of RMB 1,018,855,000 in the previous year[20]. - The company reported a total comprehensive loss of RMB (655,914,000) for the year, compared to a total comprehensive income of RMB 1,164,784,000 in the previous year[28]. - The company’s total equity attributable to owners decreased from RMB 1,461,494,000 in 2023 to RMB 1,034,504,000 in 2024[42]. - The company reported a basic loss attributable to shareholders of RMB (785,629) thousand for the year ended March 31, 2024, compared to a profit of RMB 966,690 thousand for the year ended March 31, 2023[112]. Business Strategy and Operations - The company plans to maintain operational liquidity and address existing debt while focusing on expanding its light asset business model[5]. - The company plans to expand its store network, aiming to reach 20 integrated Chinese medicine and pharmacy locations by the end of the year[12]. - The company is focusing on a dual-channel strategy of "new openings + acquisitions" to enhance its market presence in Wuhan and surrounding areas[13]. - The company aims to provide diversified services combining traditional Chinese medicine and pharmacy, enhancing customer experience[14]. - The company aims to enhance revenue from medical and pharmaceutical retail, as well as e-commerce and information product distribution, to generate additional operating cash flow[49]. E-commerce and Market Trends - E-commerce market in China is expected to continue rapid growth, driven by post-pandemic consumer demand and government policies[15]. - The company will strengthen its role as a key intermediary for brands and e-commerce platforms, offering comprehensive marketing services[16]. - E-commerce is evolving with a focus on quality and personalization, driven by technological advancements such as IoT and 5G, while facing challenges from increased competition[131]. - In 2023, China's online retail sales reached RMB 15.4 trillion, an increase of 11.0% year-on-year, with physical goods sales accounting for RMB 13.0 trillion, up 8.4%[132]. - In Q1 2024, online retail sales amounted to RMB 3.3 trillion, growing 12.4% year-on-year, while physical goods sales were RMB 2.8 trillion, up 11.6%[132]. Financial Position and Assets - Non-current assets increased to RMB 1,830,931,000 in 2024 from RMB 1,638,953,000 in 2023, representing an increase of approximately 11.7%[31]. - Current assets decreased to RMB 9,692,018,000 in 2024 from RMB 11,009,672,000 in 2023, a decline of about 11.9%[31]. - Total liabilities decreased from RMB 9,320,030,000 in 2023 to RMB 7,676,516,000 in 2024, a reduction of approximately 17.6%[31]. - The company reported a net asset value of RMB 2,507,742,000 in 2024, slightly down from RMB 2,535,557,000 in 2023[35]. - The group’s total assets as of March 31, 2024, were approximately RMB 11,522,900,000, down from RMB 12,648,600,000 as of March 31, 2023[165]. Legal and Compliance Issues - The company is involved in multiple significant legal proceedings, indicating ongoing financial and operational challenges[184]. - The company is facing substantial liabilities from various lawsuits, which may impact its financial stability and future operations[184]. - The outcomes of these legal proceedings could significantly affect the company's cash flow and overall financial health[184]. - The civil lawsuit filed by CITIC Trust against Hong Kong Tianhe Holdings involves an unpaid debt of approximately RMB 1,050,000,000, including interest up to November 10, 2021[190]. - The court ruled that Hong Kong Tianhe must repay CITIC Trust approximately RMB 735,800,000 in principal and interest, along with overdue interest and penalties[190]. Employee and Operational Changes - Employee count increased to approximately 744 as of March 31, 2024, up from 454 on March 31, 2023, primarily due to the acquisition of Ye Kai Tai Pharmaceutical[197]. - The company has a stock option plan that allows for the issuance of options not exceeding 10% of the issued shares, totaling 163,396,901 shares, with 147,051,211 options granted by March 31, 2023[200].

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].

Financial Performance - The group's profit for the reporting period was approximately RMB 166,054,000, a significant increase from RMB 64,775,000 for the six months ended September 30, 2022, reflecting a strong recovery[1]. - Revenue decreased by approximately 66.9% to about RMB 1,272,964,000, down from RMB 3,846,310,000 for the same period last year, primarily due to a reduction in delivered property area[1]. - Gross profit decreased by 89.1% to approximately RMB 54,002,000, with the gross margin dropping from 12.9% to 4.2%[1]. - The total comprehensive income for the period was RMB 274,196,000, compared to RMB 354,693,000 in the previous period, reflecting a decrease of approximately 22.7%[17]. - The income attributable to the owners of the company was RMB 263,923,000, down from RMB 376,120,000, indicating a decline of about 29.8%[19]. - The company reported a net profit of RMB 166,054,000 for the six months ended September 30, 2023, compared to RMB 64,775,000 in the same period of 2022, reflecting an increase of 156.5%[102]. - The company reported a pre-tax profit of RMB 214,963 thousand for the six months ended September 30, 2023, compared to a pre-tax profit of RMB 182,246 thousand in the previous period, indicating a growth of 17.9%[140]. Expenses and Liabilities - Total sales and distribution expenses, along with administrative and other operating expenses, decreased by 18.6% to approximately RMB 135,141,000[1]. - Financial expenses decreased by 58.2% to approximately RMB 57,893,000 due to reduced interest-bearing financial debts[1]. - Income tax expenses decreased by 89.2% to approximately RMB 16,192,000, reflecting lower corporate income tax and land appreciation tax[1]. - Total liabilities as of September 30, 2023, were RMB 8,780,917 thousand, compared to RMB 10,113,068 thousand as of March 31, 2023, showing a reduction of about 13.2%[142]. - The company recognized an expected liability provision of RMB 999,011,000 related to guaranteed liabilities and contractual arrangements[153]. Assets and Equity - The total assets as of September 30, 2023, were approximately RMB 11,951,600,000, down from RMB 12,648,600,000 as of March 31, 2023[5]. - The group's net asset value per share increased to RMB 34.7 cents from RMB 27.8 cents, driven by profits during the reporting period[5]. - Total equity increased significantly to RMB 3,170,709 thousand from RMB 2,535,557 thousand, a growth of approximately 25.09%[124]. Cash Flow and Liquidity - The group's cash and cash equivalents, including restricted cash, were approximately RMB 679,800,000 as of September 30, 2023, down from RMB 725,900,000 as of March 31, 2023[7]. - The group’s cash flow situation is closely monitored to maintain a balance between liquidity and flexibility[14]. - The company raised approximately HKD 116,023,000 for debt repayment and general working capital[60]. Legal Proceedings - The group is actively involved in significant legal proceedings, including a civil lawsuit with a principal amount of RMB 1,458,513,000 related to unpaid debts[26]. - Five Minerals International has filed a civil lawsuit against Wuhan Tianhe and others for an outstanding trust loan principal of RMB 620 million, with a court ruling requiring repayment including interest and costs[29]. - CITIC Trust has initiated legal proceedings for an unpaid debt of approximately RMB 1.05 billion, including interest, against several subsidiaries, with a court hearing scheduled for November 2023[30]. - The company has entered into negotiations with the plaintiff regarding a repayment plan for the civil judgment[36]. Employee and Compensation - As of September 30, 2023, the company had approximately 617 employees, an increase from 454 employees as of March 31, 2023, primarily due to the acquisition of Ye Kai Tai Pharmaceuticals[42]. - The company has a competitive compensation policy for its employees, ensuring that salary levels are attractive and providing training programs in addition to retirement benefits and medical insurance[42]. Strategic Focus and Market Outlook - The company is focused on enhancing its long-term profitability and shareholder value through strategic investments and market expansion efforts[37]. - The real estate market in China is facing challenges, but government policies are expected to support market recovery and structural improvement[53]. - The company plans to play a key intermediary role between brands and e-commerce platforms, providing comprehensive network marketing services[62]. - The company aims to expand its store network through a "new openings + acquisitions" model, targeting a significant increase in store numbers in Wuhan and surrounding areas[63]. - The company is focusing on integrating traditional Chinese medicine services with retail, offering diverse services including consultations and recovery therapies[64]. Shareholder Actions - The board does not recommend the distribution of any interim dividends for the six months ending September 30, 2023[65]. - The company adopted a new share option plan on August 28, 2023, which is effective for ten years and allows for the issuance of share rewards and options to eligible participants[45]. - The 2023 share plan allows for the issuance of up to 10% of the total shares issued as of the adoption date, equating to 912,966,911 shares[46]. - The company has not yet granted any rewards under the 2023 share plan as of the announcement date[48]. Market Trends - The Chinese digital e-commerce market is expected to continue rapid growth in 2023, driven by post-pandemic consumption expansion and supportive government policies[57]. - The pharmaceutical retail industry benefits from favorable policies and has unique risk resistance capabilities, with leading companies expanding rapidly through store openings[58]. - The retail pharmacy sector is expected to expand significantly as the main profit source for medical institutions shifts from pharmaceutical sales to medical services[179]. - In the first three quarters of 2023, online retail sales in China reached RMB 1,081.98 billion, a year-on-year increase of 11.6%[183].

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]

Financial Performance - The company's profit for the reporting period was approximately RMB 64,775,000, a significant improvement compared to a loss of RMB 974,842,000 in the same period last year[10]. - Revenue decreased by approximately 20.1% to about RMB 3,846,310,000, primarily due to a reduction in revenue from the information product distribution business by RMB 1,920,368,000[10]. - Gross profit increased by 60% to approximately RMB 497,294,000, with the gross margin improving from 6.5% to 12.9%[10]. - The company's profit attributable to owners was approximately RMB 86,202,000, compared to a loss of RMB 921,204,000 in the same period last year, marking a significant turnaround[11]. - Total comprehensive income for the period amounted to RMB 354,693,000, compared to a loss of RMB 987,805,000 in the same period last year[58]. - Basic earnings per share for the period was RMB 1.34, compared to a loss per share of RMB 14.36 in the prior year[56]. - The group reported a profit before tax of RMB 214,963,000 for the six months ended September 30, 2022, compared to a loss before tax of RMB 802,238,000 for the same period in 2021[86]. Revenue Breakdown - Revenue from property development increased by 54.8% to approximately RMB 2,681,994,000, with a profit of RMB 482,280,000, compared to a loss of RMB 220,823,000 in the previous year[12]. - The distribution business recorded revenue of approximately RMB 1,133,622,000, a decrease of 62.9% compared to RMB 3,053,990,000 in the same period last year, resulting in a loss of RMB 119,919,000[20]. - Revenue from property investment increased by 22.8% to approximately RMB 30,694,000, with a profit of RMB 5,433,000, compared to RMB 23,587,000 in the previous year[17]. - The revenue breakdown includes RMB 1,133,622,000 from information product distribution, RMB 2,681,994,000 from property development, and RMB 30,694,000 from property investment[86]. Cost Management - Total sales and distribution expenses, as well as administrative and other operating expenses, decreased significantly by 51.2% to approximately RMB 166,007,000[10]. - Financial expenses decreased by 79% to approximately RMB 138,428,000 due to a reduction in interest-bearing financial debt after the sale of a subsidiary[10]. - The group’s total sales cost for the six months ended September 30, 2022, was RMB 3,349,016,000, down from RMB 4,500,738,000 in the same period of 2021, reflecting a decrease of approximately 25.5%[96]. - Total finance costs decreased to RMB 221,281,000 for the six months ended September 30, 2022, down from RMB 1,180,254,000 in the same period of 2021, reflecting a reduction of approximately 81.2%[95]. Debt and Liabilities - Debt restructuring gains amounted to RMB 94,207,000, leading to a 167.0% increase in other income and profits to approximately RMB 102,863,000[10]. - The company's total liabilities were approximately RMB 13,969.9 million, down from RMB 15,878.9 million as of March 31, 2022, indicating a reduction in financial obligations[32]. - The company’s interest-bearing bank and other borrowings amounted to approximately RMB 4,817.7 million as of September 30, 2022, an increase from RMB 4,518.0 million as of March 31, 2022[31]. - The group faces a significant cash shortfall of approximately RMB 2,761,009,000 as of September 30, 2022, which may adversely affect its ability to continue as a going concern[75]. Assets and Equity - As of September 30, 2022, the company's total assets were approximately RMB 16,923.6 million, a decrease from RMB 18,267.4 million as of March 31, 2022[32]. - The company reported a net asset value per share of RMB 0.46 as of September 30, 2022, an increase from a loss of RMB 0.4621 per share as of March 31, 2022, reflecting a turnaround to profitability[32]. - The company’s total equity attributable to owners increased to RMB 2.896978 billion as of September 30, 2022, from RMB 2.850618 billion at the beginning of the period[64]. Operational Strategy - The company plans to continue focusing on cost control measures and optimizing its organizational structure following the sale of a subsidiary[10]. - The company aims to enhance its product lines to cater to different customer segments and actively expand its light asset operations in the post-real estate era[22]. - The company plans to maintain operational liquidity, reduce leverage, and stabilize debt as part of its primary operational goals in response to industry challenges[22]. - The management has developed a business strategy plan focusing on accelerating the pre-sale and sale of suitable properties and implementing cost control measures[80]. Legal and Compliance Issues - The group is involved in significant legal proceedings, including a civil lawsuit regarding an unpaid debt of approximately RMB 1,458,513,000, with a ruling requiring repayment[46]. - Another lawsuit involves an unpaid trust loan of RMB 620,000,000, with a similar ruling mandating repayment[49]. - The group has ongoing litigation concerning an unpaid debt of approximately RMB 1,670,000,000, with negotiations for settlement currently in progress[49]. - The company is involved in ongoing civil litigation regarding unpaid debts totaling approximately RMB 10.5 billion, including interest, related to several subsidiaries[130]. Market Outlook - The overall economic environment remains uncertain, with GDP growth of 3.0% year-on-year in the first three quarters of 2022[5]. - The company is cautious about the industry outlook for the second half of 2022 due to economic slowdown pressures and ongoing uncertainties[22]. - The digital economy is identified as a key development area, with the government aiming for the core digital economy industry to account for 10% of GDP by 2025[24].

Real Estate Market Performance - In 2021, the national commodity housing sales amounted to RMB 18.2 trillion, a year-on-year increase of 4.8%, with a sales area of 1.79 billion square meters, up 1.9% year-on-year[15]. - The real estate development investment in 2021 reached RMB 14.8 trillion, a year-on-year growth of 4.4%, but the growth rate decreased by 2.6 percentage points compared to the previous year[15]. - In the first quarter of 2022, the national commodity housing sales area was 310 million square meters, with sales amounting to RMB 2.97 trillion, representing year-on-year declines of 13.8% and 22.7%, respectively[15]. - The real estate sector faced significant regulatory pressures in 2021, leading to a rapid cooling of the market in the second half of the year[14]. - The company has 13 property development projects across 9 cities in mainland China, with a total area of approximately 3.17 million square meters for sale, under development, and not yet started[27]. - The company plans to further expand its regional property development business and actively manage project deliveries in response to changing internal and external environments[30]. - The company achieved contracted sales of approximately RMB 2.51 billion, with an average selling price of RMB 6,748 per square meter during the reporting period[27]. - The property development segment recorded revenue of approximately RMB 4,332,800,000, up from RMB 3,811,500,000 for the year ended December 31, 2020[24]. - The property investment segment's revenue increased by approximately RMB 57,900,000 to about RMB 95,800,000, despite a segment loss of RMB 335,000,000 due to a decline in fair value of investment properties[32]. Financial Performance - The company's revenue increased by 29.9% to approximately RMB 11,799,600,000 during the reporting period, compared to RMB 9,085,400,000 for the year ended December 31, 2020[20]. - The company recorded a gross loss of approximately RMB 2,653,800,000, primarily due to impairment losses of RMB 3,799,700,000 in property development[20]. - Loss attributable to the company was approximately RMB 433,700,000, an improvement from a loss of RMB 1,845,000,000 for the year ended December 31, 2020[20]. - Other income and gains increased by approximately RMB 5,192,500,000 to about RMB 5,775,600,000, mainly from the disposal of subsidiaries and properties[21]. - The group recorded a net loss attributable to owners of the company of approximately RMB 462,100,000, an improvement from a loss of RMB 1,844,100,000 in the previous year[45]. - The group's cash and cash equivalents totaled approximately RMB 683,900,000 as of March 31, 2022, down from RMB 1,863,200,000 as of December 31, 2020[46]. - The group's debt-to-equity ratio improved to 1.89 as of March 31, 2022, compared to a negative ratio of 17.2 as of December 31, 2020[46]. - The company has reduced the net loss attributable to owners by approximately 75.0% from December 31, 2020, to March 31, 2022[73]. Business Strategy and Diversification - The company has diversified its business strategy since 2013, expanding from information product distribution to real estate development and commercial property operations[8]. - The company aims to create higher returns for shareholders through its diversified business model and strategic investments in real estate and ICT sectors[8]. - The company plans to focus on distributing information products with better trading terms and explore high-profit margin value-added services to mitigate market risks[33]. - The company is actively responding to the challenges posed by the pandemic by accelerating digital transformation and enhancing its ICT product offerings[18]. - The company has developed a business strategy plan focusing on improving operational cash flow and fulfilling financial obligations over the next twelve months[78]. Corporate Governance - The company has adopted all provisions of the corporate governance code as per the listing rules, except for specific clauses D.1.2, D.2.1, D.2.6, and F.2.2[82]. - The board of directors consists of four executive directors and five independent non-executive directors as of March 31, 2022[84]. - The board is responsible for the overall strategy, major acquisitions, significant capital investments, and other major operational and financial matters[86]. - The company has established a set of standard codes of conduct for securities trading by directors, which are stricter than the standard codes outlined in the listing rules[83]. - The company is committed to maintaining a high level of corporate governance and recognizes the importance of accountability and communication with shareholders[82]. - The board has established three committees: the Remuneration Committee, the Nomination Committee, and the Audit Committee[88]. - The company has arranged for appropriate directors' liability insurance to provide indemnity coverage for directors against liabilities arising from company activities[86]. - The company has implemented corrective measures to ensure compliance with corporate governance codes[92]. Employee Management and Development - As of March 31, 2022, the company had 565 employees, a decrease from 1,041 employees as of December 31, 2020[42]. - The company is committed to maintaining competitive compensation levels for employees and providing training and incentive programs[41]. - The company emphasizes the importance of talent for its success and has implemented various human resource management policies to ensure fair employment practices[184]. - The company strictly adheres to labor laws and regulations, ensuring timely payment of salaries and provision of public holidays and paid annual leave[186]. - The company focuses on employee development through a hiring philosophy that promotes selection, education, and retention[200]. - The overall employee turnover rate during the reporting period was 28%, with 345 employees leaving out of a total of 891[194]. - The company has maintained a zero-accident record for three consecutive years, with no workdays lost due to occupational injuries during the reporting period[199]. Environmental, Social, and Governance (ESG) Initiatives - The company’s environmental, social, and governance (ESG) report outlines its initiatives and performance in sustainability, emphasizing its commitment to responsible management of ESG matters[130]. - The company emphasizes the integration of environmental, social, and governance (ESG) factors into its decision-making processes, aiming to align these commitments with strategic growth[136]. - The company aims to reduce operational impacts on the environment by setting specific ESG-related goals and indicators[139]. - The company aims to reduce electricity consumption by 5%, water usage by 5%, non-hazardous waste by 8%, and greenhouse gas emissions by 10% by 2030, using the reporting period as the baseline[150]. - The company has implemented measures to reduce emissions from its vehicle fleet, including monthly inspections and annual checks to ensure compliance with emission standards[154]. - The company has developed emergency plans to mitigate potential risks from extreme weather events, including flexible work arrangements and preventive measures[181]. - The company is committed to achieving carbon neutrality and is monitoring regulatory changes and climate trends to manage associated risks[183].

[Company Overview and Data](index=4&type=section&id=Company%20Overview%20and%20Data) [Company Business and Shareholder Background](index=4&type=section&id=Company%20Business%20and%20Shareholder%20Background) Peking University Resources (Holdings) Company Limited transformed from IT distribution to property development and investment, leveraging its Peking University and Founder Group background as their Hong Kong real estate platform, now operating in 18 cities with a future focus on property investment - The company diversified its business in **2013**, expanding from information product distribution to real estate development and commercial property operations, becoming Founder Group's offshore listed platform for real estate business[9](index=9&type=chunk) - As of the annual report date, the Group's business covers **18 cities** in China, with **4 new projects** commenced, **29 projects** under construction, and **32 projects** for sale[9](index=9&type=chunk) - The company's major shareholders are Peking University (founded in **1898**) and Founder Group, established by Peking University in **1986**[10](index=10&type=chunk) [Property Development Projects](index=8&type=section&id=Property%20Development%20Projects) [Project Overview](index=8&type=section&id=Project%20Overview) The Group's property development projects are widely distributed across **18 cities** in China, covering key economic regions with diverse property types including residential, commercial, office, and urban complexes, reflecting the company's nationwide strategic layout and comprehensive development capabilities Overview of Selected Property Development Projects | Project Name | Location | Property Type | Planned GFA (sqm) | Equity Interest | | :--- | :--- | :--- | :--- | :--- | | Peking University Resources · Yuefu | Tianjin | Residential/Commercial | 271,382 | 70% | | Peking University Resources Plaza | Qingdao, Shandong | Commercial/Office | 140,690 | 70% | | Peking University Resources · Jiujin Yihe | Kunshan, Jiangsu | Residential/Commercial | 725,848 | 51% | | Peking University Resources · Yannan International | Chengdu, Sichuan | Residential/Commercial | 540,273 | 70% | | Peking University Resources · Jiangshan Mingmen | Chongqing | Residential/Commercial | 671,572 | 100% | | Peking University Resources Boya Binjiang | Foshan, Guangdong | Residential/Commercial | 914,183 | 51% | | Peking University Resources · Dream City | Guiyang, Guizhou | Commercial/Residential | 1,039,781 | 70% | [Management Discussion and Analysis](index=14&type=section&id=Management%20Discussion%20and%20Analysis) [Overall Performance](index=15&type=section&id=Overall%20Performance) In **2019**, the Group swung from a profit of approximately **RMB 800 million** in **2018** to an annual loss of approximately **RMB 1.69 billion**, primarily due to a **RMB 3.27 billion** impairment provision on properties, despite revenue remaining stable at **RMB 24.1 billion** Key Financial Data for FY2019 | Metric | 2019 (RMB) | 2018 (RMB) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Revenue | 24.1 billion yuan | 24.9 billion yuan | -3.2% | | Gross Profit | 2.1 billion yuan | 3.22 billion yuan | -34.7% | | Gross Margin | 8.7% | 12.9% | -4.2pp | | Annual Loss/Profit | (1.69 billion yuan) | 0.80 billion yuan | Swung to Loss | | Basic Loss/Earnings Per Share | (37.75) cents | 11.16 cents | Swung to Loss | - Key contributing factors to the annual loss include: **significant increase in net impairment** of properties under development and for sale to **RMB 3.27 billion**; **gross margin decline** from **12.9% to 8.7%**; **14.1% increase in selling, distribution, and administrative expenses**; **surge in finance costs to RMB 820 million** due to higher interest rates and reduced capitalized interest; and a **53.8% increase in income tax expense to RMB 1.96 billion**[45](index=45&type=chunk)[47](index=47&type=chunk) [Business Review](index=16&type=section&id=Business%20Review) In **2019**, the Group's two core businesses diverged: property revenue and segment profit declined due to lower average selling prices and impairments, despite **RMB 14.52 billion** in contracted sales and new land acquisitions, while information product distribution revenue grew **14.6% to RMB 8.88 billion** but swung to a **RMB 15.7 million** loss due to increased costs and impairments Segment Results | Business Segment | 2019 Revenue (RMB) | 2018 Revenue (RMB) | 2019 Segment Result (RMB) | 2018 Segment Result (RMB) | | :--- | :--- | :--- | :--- | :--- | | Property Development | 15.22 billion yuan | 17.13 billion yuan | 1.18 billion yuan (Profit) | 2.21 billion yuan (Profit) | | Property Investment | 0.035 billion yuan | 0.030 billion yuan | 0.031 billion yuan (Profit) | 0.051 billion yuan (Profit) | | Information Product Distribution | 8.88 billion yuan | 7.75 billion yuan | (16 million yuan) (Loss) | 56 million yuan (Profit) | - The real estate business achieved contracted sales of approximately **RMB 14.52 billion** for the year, with a contracted area of approximately **1.3971 million sqm** and an average selling price of approximately **RMB 10,393/sqm**[52](index=52&type=chunk) - During the year, the Group actively expanded its land bank, acquiring several plots with a total land area of approximately **447,000 sqm**, located in Kaifeng, Tianjin, Yuxi, and Chengdu[49](index=49&type=chunk) - The distribution business primarily deals in information products from internationally renowned brands such as HP, Huawei, Microsoft, Lenovo, and Dell[54](index=54&type=chunk) [Outlook and Financial Review](index=18&type=section&id=Outlook%20and%20Financial%20Review) Looking to **2020**, the Group anticipates a global economic slowdown due to COVID-19 but remains confident in China's long-term economic trend, focusing on core cities and a light-asset model; financially, liquidity tightened, the gearing ratio sharply rose from **5.1 to 11.7**, total assets decreased, and equity significantly shrank - Future strategy will focus on **tier-one, tier-two, and selected strong tier-three cities**, implementing a **light-asset operating model**, and advancing the strategy of becoming a 'science and technology industry service provider'[56](index=56&type=chunk) Key Financial Position Indicators as of End 2019 | Metric | Dec 31, 2019 (RMB) | Dec 31, 2018 (RMB) | | :--- | :--- | :--- | | Total Assets | 38.54 billion yuan | 42.66 billion yuan | | Total Liabilities | 37.44 billion yuan | 39.66 billion yuan | | Total Equity | 1.10 billion yuan | 3.00 billion yuan | | Interest-bearing Bank and Other Borrowings | 12.91 billion yuan | 15.23 billion yuan | | Cash and Cash Equivalents and Restricted Cash | 2.51 billion yuan | 5.48 billion yuan | | Gearing Ratio | 11.7 | 5.1 | | Current Ratio | 1.01 | 1.21 | - As of end **2019**, approximately **RMB 10.30 billion** of properties under development, **RMB 6.08 billion** of properties held for sale, and other assets were pledged to banks as collateral for credit facilities[67](index=67&type=chunk) [Events After Reporting Period](index=21&type=section&id=Events%20After%20Reporting%20Period) Post-reporting period, the Group faces two significant events: the impact of the COVID-19 pandemic on operations, still under assessment, and the judicial reorganization application against controlling shareholder Founder Group in February **2020**, which may affect the company's equity structure and bring uncertainty - The COVID-19 pandemic, which erupted in January **2020**, has had certain impacts on the Group's business operations, with the extent and duration remaining uncertain[70](index=70&type=chunk) - Controlling shareholder Founder Group was petitioned for judicial reorganization by Bank of Beijing in February **2020**, which was accepted by the court; this event may affect the company's equity structure, though the company remains independent from Founder Group in terms of business, personnel, and assets[71](index=71&type=chunk) [Corporate Governance Report](index=22&type=section&id=Corporate%20Governance%20Report) [Governance Structure and Practices](index=22&type=section&id=Governance%20Structure%20and%20Practices) The company maintains high corporate governance standards, complying with all HKEX Corporate Governance Code provisions, with a board comprising six executive and three independent non-executive directors, separate Chairman and CEO roles, and audit, remuneration, and nomination committees chaired by independent non-executive directors, ensuring independent decision-making and adherence to risk management, internal control, and disclosure regulations - The Board believes the company has fully complied with the code provisions of the Corporate Governance Code for the entire year ended December 31, **2019**[75](index=75&type=chunk) - The roles of the Chairman of the Board (Mr. Zhang Xuanlong) and the President (Mr. Zeng Gang) are distinct and not held by the same individual, ensuring a balance of power[85](index=85&type=chunk) - The Audit Committee, Remuneration Committee, and Nomination Committee have been established with clear written terms of reference; the Audit Committee is composed entirely of independent non-executive directors[88](index=88&type=chunk)[90](index=90&type=chunk)[100](index=100&type=chunk) - The Board has conducted an annual review of the Group's risk management and internal control systems and considers them effective and adequate in financial, operational, and compliance controls[103](index=103&type=chunk) [Environmental, Social and Governance Report](index=31&type=section&id=Environmental%2C%20Social%20and%20Governance%20Report) [ESG Practices and Performance](index=31&type=section&id=ESG%20Practices%20and%20Performance) The Group actively fulfills its ESG responsibilities: environmentally, it reduced **2019** greenhouse gas emissions by approximately **33%** through green initiatives; socially, it ensures labor standards, employee rights, diverse training, and occupational health; operationally, it maintains strict supply chain and quality control with zero tolerance for corruption, while also engaging in community investment like poverty alleviation 2019 Environmental Performance (Beijing Headquarters) | Greenhouse Gas Emissions (kg CO2e) | 2019 | 2018 | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Scope 1: Direct Emissions | 34,327 | 41,295 | -16.9% | | Scope 2: Indirect Emissions | 300,337 | 456,044 | -34.1% | | Total Emissions | 336,809 | 499,648 | -32.6% | | **Resource Consumption** | **2019** | **2018** | **Y-o-Y Change** | | Total Energy Consumption (thousand kWh) | 466 | 661 | -29.5% | | Total Water Consumption (tons) | 3,549 | 3,819 | -7.1% | - The company strictly adheres to labor laws, prohibits child and forced labor, and provides employees with comprehensive compensation, benefits, leave systems, and promotion opportunities[142](index=142&type=chunk) - During the reporting period, the Group conducted **28 internal training courses** for employees, with **1,208 participants**, covering management, business knowledge, and various skills[148](index=148&type=chunk) - The company maintains a zero-tolerance stance on corruption, establishing integrity regulations and reporting mechanisms, with no corruption lawsuits occurring during the reporting period[165](index=165&type=chunk) [Directors' Report](index=47&type=section&id=Directors'%20Report) [Principal Shareholders and Connected Transactions](index=50&type=section&id=Principal%20Shareholders%20and%20Connected%20Transactions) As of the reporting period end, Peking University Asset Management Co., Ltd. indirectly held approximately **61.57%** of the company's shares as the ultimate controlling shareholder; during the year, the Group engaged in multiple ongoing connected transactions with Founder Group and its subsidiaries, primarily involving IT product sales/procurement, property management, and consulting services, all reviewed and confirmed by independent non-executive directors as being on normal commercial terms Major Shareholder Holdings (as of December 31, 2019) | Shareholder Name | Capacity and Nature of Interest | Number of Shares Held | Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | Peking University Asset Management Co., Ltd. | Through controlled corporations | 3,950,134,407 | 61.57% | | Founder Group Co., Ltd. | Through controlled corporations | 3,950,134,407 | 61.57% | | Mr. Zheng Fushuang | Through controlled corporations | 785,003,000 | 12.23% | | Rongtong Fund Management Co., Ltd. | Through controlled corporations | 575,076,000 | 8.96% | Major Continuing Connected Transaction Amounts in 2019 | Transaction Type | Counterparty | Amount (RMB) | | :--- | :--- | :--- | | Sale of Information Products | Founder Group | 0.846 million yuan | | Purchase of Software Products | Founder Group | 29.563 million yuan | | Payment for Property Management Services | Peking University Resources Group | 31.774 million yuan | | Receipt of Consulting Service Fees | Peking University Resources Group | 83.640 million yuan | - The Board does not recommend the payment of any dividend for the current year[189](index=189&type=chunk) [Independent Auditor's Report](index=55&type=section&id=Independent%20Auditor's%20Report) [Auditor's Opinion and Key Audit Matters](index=55&type=section&id=Auditor's%20Opinion%20and%20Key%20Audit%20Matters) Ernst & Young issued a standard unqualified opinion on the company's **2019** consolidated financial statements, affirming their fair presentation, but highlighted a **material uncertainty related to going concern** due to the Group's significant annual loss, controlling shareholder's debt default and reorganization, and the Group's own loan defaults, while also identifying three key audit matters: impairment provisions for properties, capitalization of borrowing costs, and impairment provisions for trade receivables - **Material Uncertainty Related to Going Concern**: The auditor draws attention to the Group's annual loss of **RMB 1.69 billion**, and controlling shareholder Founder Group's bond defaults and reorganization, which triggered cross-default clauses on some of the Group's borrowings, requiring immediate repayment; these conditions indicate a material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern, though the auditor's opinion was not modified in respect of this matter[231](index=231&type=chunk) - **Key Audit Matters**: 1. **Impairment provisions for properties**: The impairment assessment for properties under development and held for sale involves significant management judgment and estimates regarding selling prices and costs 2. **Capitalization of borrowing costs**: The process of evaluating qualifying assets, use of borrowed funds, and capitalization period is complex 3. **Impairment provisions for trade receivables**: Measuring expected credit losses requires significant judgment and estimates[233](index=233&type=chunk)[235](index=235&type=chunk)[238](index=238&type=chunk) [Financial Statements and Notes](index=60&type=section&id=Financial%20Statements%20and%20Notes) [Key Financial Statements](index=60&type=section&id=Key%20Financial%20Statements) The **2019** financial statements reveal severe challenges: the consolidated income statement shows a significant loss due to surging costs despite stable revenue; the consolidated statement of financial position indicates substantial asset and equity shrinkage, increased liquidity pressure, and a sharp drop in net current assets from **RMB 7.09 billion to RMB 330 million**; and the consolidated cash flow statement reflects a significant decrease in operating cash flow and continued net outflow from financing activities, leading to a notable decline in year-end cash and cash equivalents Consolidated Statement of Profit or Loss Summary (RMB thousand) | Item | 2019 | 2018 | | :--- | :--- | :--- | | Revenue | 24,131,590 | 24,911,870 | | Gross Profit | 2,101,639 | 3,217,351 | | Profit Before Tax | 267,269 | 2,071,686 | | Income Tax Expense | (1,960,595) | (1,275,040) | | **(Loss)/Profit for the Year** | **(1,693,326)** | **796,646** | | Attributable to Owners of the Parent | (2,421,877) | 716,310 | Consolidated Statement of Financial Position Summary (RMB thousand) | Item | Dec 31, 2019 | Dec 31, 2018 | | :--- | :--- | :--- | | Total Non-current Assets | 1,154,995 | 1,148,046 | | Total Current Assets | 37,386,418 | 41,513,192 | | **Total Assets** | **38,541,413** | **42,661,238** | | Total Current Liabilities | 37,054,691 | 34,427,584 | | Total Non-current Liabilities | 383,082 | 5,228,964 | | **Total Liabilities** | **37,437,773** | **39,656,548** | | **Net Assets** | **1,103,640** | **3,004,690** | | Equity Attributable to Owners of the Parent | 140,795 | 2,668,506 | Consolidated Statement of Cash Flows Summary (RMB thousand) | Item | 2019 | 2018 | | :--- | :--- | :--- | | Net Cash Flows from Operating Activities | 100,672 | 5,141,158 | | Net Cash Flows Used in Investing Activities | (21,577) | (63,138) | | Net Cash Used in Financing Activities | (2,424,885) | (5,012,365) | | **Net (Decrease)/Increase in Cash and Cash Equivalents** | **(2,345,790)** | **65,655** | [Summary of Notes to Financial Statements](index=67&type=section&id=Summary%20of%20Notes%20to%20Financial%20Statements) The notes to the financial statements detail accounting policies, significant judgments, and estimates, with key notes highlighting material uncertainties regarding going concern (Note **2.1**) due to controlling shareholder's reorganization and the Group's loan defaults; segment information (Note **4**) showing property development as the main revenue and asset source but with significantly reduced profit contribution; interest-bearing borrowings (Note **29**) totaling **RMB 12.9 billion**, with substantial non-current borrowings reclassified as current liabilities due to covenant breaches, exacerbating liquidity risk; and related party transactions (Note **40**) disclosing frequent business dealings with the controlling shareholder and its associates - **Going Concern Basis (Note 2.1)**: The note details factors leading to material uncertainty regarding going concern, including an annual net loss of **RMB 1.69 billion**, controlling shareholder Founder Group's bond defaults and reorganization application, and the Group's own loan defaults of **RMB 1.21 billion**, resulting in **RMB 11.15 billion** of borrowings becoming repayable on demand due to covenant breaches[290](index=290&type=chunk) - **Interest-bearing Bank and Other Borrowings (Note 29)**: As of year-end, total borrowings were **RMB 12.91 billion**, of which **RMB 12.65 billion** were current liabilities; due to breaches of loan agreements, **RMB 2.31 billion** of borrowings originally repayable after **2020** were reclassified as current liabilities[566](index=566&type=chunk)[575](index=575&type=chunk) - **Contingent Liabilities (Note 37)**: The Group's mortgage guarantees provided to property buyers amounted to approximately **RMB 6.25 billion**, an increase from **RMB 5.37 billion** in **2018**[611](index=611&type=chunk) - **Events After Reporting Period (Note 45)**: Re-emphasizes the impact of the COVID-19 pandemic and the reorganization of controlling shareholder Founder Group[669](index=669&type=chunk) [Financial Summary](index=161&type=section&id=Financial%20Summary) [Five-Year Financial and Key Indicator Summary](index=161&type=section&id=Five-Year%20Financial%20and%20Key%20Indicator%20Summary) The five-year financial summary shows the company's revenue peaked in **2017-2019** but with highly volatile profitability, recording its largest loss in **2019**; asset size declined annually after peaking in **2017**, while total liabilities remained high, leading to a significant shrinkage in shareholder equity in **2019**, with key financial indicators clearly demonstrating the deterioration of operating conditions, including declining gross margin, swing to loss, weakened liquidity, and sharply rising leverage Five-Year Performance Summary (RMB thousand) | Item | 2019 | 2018 | 2017 | 2016 | 2015 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 24,131,590 | 24,911,870 | 16,246,608 | 13,216,611 | 6,356,887 | | Profit/(Loss) Attributable to Owners of the Parent | (2,421,877) | 716,310 | 333,451 | (235,992) | (193,612) | Five-Year Assets and Liabilities Summary (RMB thousand) | Item | 2019 | 2018 | 2017 | 2016 | 2015 | | :--- | :--- | :--- | :--- | :--- | :--- | | Total Assets | 38,541,413 | 42,661,238 | 47,106,223 | 43,939,896 | 37,161,418 | | Total Liabilities | (37,437,773) | (39,656,548) | (44,880,712) | (42,253,813) | (35,072,666) | | Equity Attributable to Owners of the Parent | 140,795 | 2,668,506 | 1,976,248 | 1,607,916 | 1,888,459 |

Financial Performance - The company recorded a profit of RMB 797 million, representing a 58% increase year-on-year[15]. - Total revenue reached RMB 24.912 billion, a 53% increase compared to 2017[15]. - The company's profit for the year ended December 31, 2018, was approximately RMB 796.6 million, an increase from RMB 505.6 million in the previous year[60]. - Total revenue for the fiscal year increased by 53.3% to approximately RMB 24.91 billion, compared to RMB 16.25 billion in the previous year, primarily due to the expansion of the property development business[60]. - Gross profit rose by 68.7% to approximately RMB 3.22 billion, attributed to increased revenue and improved gross margin in the property development business[60]. - The group's revenue increased by 53.3% to RMB 24,911,900,000, compared to RMB 16,246,600,000 in the previous fiscal year[61]. - Gross profit margin improved from 11.7% to 12.9% due to higher average selling prices and completion of high-margin property sales[61]. - Other income and profit decreased by 43.2% to RMB 193,900,000, down from RMB 341,600,000 in the previous year[61]. - Total sales and distribution expenses, along with administrative expenses, rose by 20.5% to RMB 968,200,000, compared to RMB 803,300,000 in the previous year[61]. - Financial expenses increased by 79.8% to approximately RMB 160,700,000, up from RMB 89,400,000 in the previous year[61]. Real Estate Market Overview - The real estate market in China saw a total sales area of approximately 1.72 billion square meters, with a year-on-year growth of 1.3%[14]. - The sales value of commercial housing was approximately RMB 15 trillion, reflecting a year-on-year increase of 12.2%[14]. - The total sales area of commercial housing in China was approximately 1.72 billion square meters, with a year-on-year growth of 1.3%[59]. - The sales value of commercial housing reached approximately RMB 15 trillion, reflecting a year-on-year increase of 12.2%[59]. - The overall economic environment in China showed a GDP growth of 6.6% in 2018, indicating a stable economic backdrop for the real estate sector[59]. - The real estate sector is expected to maintain stability, with a gradual improvement in the corporate financing environment[20]. Business Strategy and Development - The company implemented a dual-driven strategy focusing on "quality + resources" and "innovation + capital" to accelerate development[14]. - The company is pursuing a light asset model to diversify revenue channels and reduce asset-liability ratios[17]. - The company plans to increase the proportion of light asset projects in 2019, aligning with national policy directions and real estate industry trends[20]. - The company is focusing on a strategy of "city-specific policies and classified regulation" in response to the real estate market's stabilization[59]. - The board anticipates stable growth in the real estate market, with continued government support and a focus on optimizing supply structures[68]. - The company aims to optimize its reporting scope to enhance operational transparency in the future[116]. Corporate Governance - The board consists of six executive directors and three independent non-executive directors, with all directors confirming compliance with the established trading standards as of December 31, 2018[82]. - The board held four regular meetings during the year, with attendance records showing full participation from most executive directors[85]. - The remuneration committee convened once in 2018 to review and discuss the company's remuneration policies for directors, ensuring competitive compensation based on market standards[91]. - The company has established a clear separation of roles between the chairman and the president, with specific responsibilities outlined for each[89]. - Independent non-executive directors have confirmed their independence annually, with two out of three being practicing accountants in Hong Kong[90]. - The board is responsible for overall strategy, major acquisitions, and significant capital investments, ensuring alignment with corporate governance standards[84]. - The company has implemented a director liability insurance policy to provide indemnity coverage for directors against liabilities arising from company activities[86]. - The board's governance practices are regularly reviewed to ensure compliance with legal and regulatory requirements[88]. - The company encourages directors to engage in continuous professional development to enhance their knowledge and skills in corporate governance[87]. Environmental Responsibility - The total greenhouse gas emissions for the year amounted to 499,648 kg CO2 equivalent, with a density of 1,465 kg CO2 equivalent per employee[123]. - The indirect carbon emissions from electricity consumption decreased by 9% from 501,473 kg in 2017 to 456,044 kg in the current year[123]. - The company achieved a 20% reduction in carbon emissions from property development activities compared to the previous year[123]. - The total energy consumption for the year was 661,000 kWh, with an energy density of 1.94 kWh per employee[123]. - The total water consumption was 3,819 tons, with a water density of 11 tons per employee[123]. - The company has implemented various green office measures to reduce carbon emissions, including water conservation and recycling initiatives[118]. - The company emphasizes the importance of environmental responsibility in its operations and has established guidelines to minimize carbon emissions during production and office activities[118]. - The company integrates sustainable development elements into building designs to reduce carbon emissions during the operational phase[120]. - The company has set a high greening rate of 60% for its new project, Park 1898, which includes a large ecological wetland park[122]. Employee Welfare and Development - The company emphasizes employee welfare, providing comprehensive benefits including social insurance and commercial health insurance for all full-time employees[127]. - A total of 38 internal training courses were conducted this year to enhance employee skills and capabilities[128]. - The average training hours for male employees in the property development sector was 97 hours, with 39% of them receiving training, while female employees averaged 68 hours with 29% trained[131]. - The company has maintained a zero fatality rate and zero lost workdays due to occupational injuries in 2018[130]. - The company has established a reward and punishment management system to address any suspicious behavior and ensure fair investigations[148]. Community Engagement - The company invested in community development, focusing on cultural and educational contributions, utilizing resources such as money and manpower[149]. - The "Peking University Resources Archaeological Study Camp" attracted nearly 10,000 students across nine major cities, with online and offline participation reaching approximately 500,000[156]. Related Party Transactions - The company sold information products to the North China University Group amounting to approximately RMB 26,811,000 in the year, a decrease from RMB 148,313,000 in 2017[192]. - The company purchased software products from the North China University Group totaling approximately RMB 16,150,000, down from RMB 55,847,000 in 2017[192]. - The company paid approximately RMB 41,127,000 for property management services from the North China University Group, an increase from RMB 37,471,000 in 2017[194]. - The company received consulting service fees of approximately RMB 91,218,000 from the North China University Group, significantly up from RMB 37,651,000 in 2017[194]. - The company has engaged in continuous related party transactions in accordance with general commercial terms[195].