NOTIFICATION LETTER 通知信函 Dear Non-registered Holder(s) (Note 1), 19 August 2025 China Tangshang Holdings Limited (the "Company") – Notification of publication of 2025 AGM Circular, Notice of AGM and Proxy Form (the "Current Corporate Communication") The English and Chinese versions of the Company's Current Corporate Communications are available on the Company's website at www.ts674.com and the website of The Stock Exchange of Hong Kong Limited (the "Stock Exchange") at www.hkexnews.hk respectively (the "Web ...

CHINA TANGSHANG HOLDINGS LIMITED 中 國 唐 商 控 股 有 限 公 司 (Incorporated in Bermuda with limited liability) （ 於 百 慕 達 註 冊 成 立 之 有 限 公 司 ） (Stock Code: 674) （股份代號：674） NOTIFICATION LETTER 通知信函 Dear Registered Shareholders. 19 August 2025 China Tangshang Holdings Limited (the "Company") – Notice of publication of 2025 AGM Circular, Notice of AGM and Proxy Form (the "Current Corporate Communication") The English and Chinese versions of the Company's Current Corporate Communications are now available on the Company's ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本通告之內容概不負責，對其 準確性或完整性亦不發表任何聲明，並明確表示，概不會因本通告全部或任何部份內容 而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 CHINA TANGSHANG HOLDINGS LIMITED 中 國 唐 商 控 股 有 限 公 司 （ 於 百 慕 達 註 冊 成 立 之 有 限 公 司 ） （股份代號：674） 股東週年大會通告 茲通告中國唐商控股有限公司（「本公司」）謹訂於二零二五年九月十九日（星期五）下午三 時正假座香港皇后大道中181號新紀元廣場21樓舉行股東週年大會（「大會」），藉以處理下 列事項： — 1 — 1. 省覽及採納截至二零二五年三月三十一日止年度之經審核財務報表、本公司董事（「董 事」）會報告書及本公司獨立核數師（「核數師」）報告。 2. 作為各項獨立決議案，考慮重選以下董事： (i) 重選雷美嘉女士為獨立非執行董事；及 (ii) 重選周新先生為獨立非執行董事。 3. 授權董事會（「董事會」）釐定董事酬金。 4. 續聘中正天恆會計師有限公司為核數師並授權董事會釐定其酬金。 普通決議案 考慮及酌情通過下列決 ...

CHINA TANGSHANG HOLDINGS LIMITED 中 國 唐 商 控 股 有 限 公 司 （ 於 百 慕 達 註 冊 成 立 之 有 限 公 司 ） 地址為 如其未克出席則由大會主席為本人╱吾等之代表，代表本人╱吾等出席本公司謹訂於二零二五年九月十九日（星期五）下午三 時正假座香港皇后大道中181號新紀元廣場21樓舉行之股東週年大會（「股東週年大會」）及其任何續會，並按下述指示就召開上 述大會之通告所載之決議案投票。於沒有任何指示之情況下，則由委派代表就決議案自行酌情表決。 | | 普通決議案* | 贊成4 | 反對4 | | --- | --- | --- | --- | | 1. | 省覽及採納截至二零二五年三月三十一日止年度之經審核財務報表、本公司董事（「董事」） 會報告書及本公司獨立核數師（「核數師」）報告。 | | | | 2. | 作為各項獨立決議案，考慮重選以下董事： | | | | | (i) 重選雷美嘉女士為獨立非執行董事；及 | | | | | (ii) 重選周新先生為獨立非執行董事。 | | | | 3. | 授權董事會（「董事會」）釐定董事酬金。 | | | | 4. ...

此乃要件 請即處理 閣下如對本通函任何方面或應採取之行動有任何疑問，應諮詢 閣下之持牌證券交 易商或註冊證券機構、銀行經理、律師、專業會計師或其他專業顧問。 閣下如已出售或轉讓名下所有中國唐商控股有限公司之股份，應立即將本通函連同 隨附之代表委任表格送交買主或承讓人，或經手買賣或轉讓之銀行、持牌證券交易 商或其他代理商，以便轉交買主或承讓人。 香港交易及結算所有限公司及香港聯合交易所有限公司對本通函之內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本通函全部或任何 部份內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 CHINA TANGSHANG HOLDINGS LIMITED 中 國 唐 商 控 股 有 限 公 司 （ 於 百 慕 達 註 冊 成 立 之 有 限 公 司 （股份代號：674） (1)建議重選退任董事、 (2)建議發行及購回股份之一般授權、 及 (3)股東週年大會通告 中國唐商控股有限公司謹訂於二零二五年九月十九日（星期五）下午三時正假座香 港皇后大道中181號新紀元廣場21樓舉行股東週年大會，召開大會之通告載於本通 函第15至20頁。無論 閣下能否出席股東 ...

股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年7月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 中國唐商控股有限公司 呈交日期: 2025年8月1日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 00674 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 20,000,000,000 | HKD | | 0.05 | HKD | | 1,000,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 20,000,000,000 | HKD | | 0.05 | HKD | | 1,000,000,000 | 本月 ...

[Corporate Information](index=3&type=section&id=Corporate%20Information) This section provides fundamental details about the company's registration, contact information, and key personnel [Five-Year Financial Summary](index=5&type=section&id=Five%20Years%20Financial%20Summary) This section presents a consolidated overview of the company's financial performance and position over the past five fiscal years Five-Year Financial Summary (HKD Thousands) | Metric | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | **(Loss) / Profit Attributable to Owners of the Company** | (89,056) | (115,061) | 30,366 | 8,021 | (13,347) | | **Total Assets** | 2,295,609 | 3,115,075 | 4,289,096 | 1,958,318 | 1,896,678 | | **Total Liabilities** | (1,472,538) | (2,211,443) | (3,247,574) | (1,357,946) | (1,334,566) | | **Total Equity** | 823,071 | 903,632 | 1,041,522 | 600,372 | 562,112 | [Management Discussion and Analysis](index=6&type=section&id=Management%20Discussion%20and%20Analysis) This section provides management's insights into the company's financial performance, business operations, and future outlook [Financial Review](index=6&type=section&id=Financial%20Review) For the year ended March 31, 2025, the Group's total revenue decreased by 33.8% to HKD 580.8 million, while the annual loss narrowed by 36.4% to HKD 72.3 million, primarily due to cost control and reduced revenue from property development and sub-leasing 2025 Fiscal Year Consolidated Results Overview | Metric | FY2025 | FY2024 | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Revenue | HKD 580.8 million | HKD 877.5 million | -33.8% | | Loss for the Year | HKD 72.3 million | HKD 113.5 million | -36.4% | - The narrowing of the annual loss was primarily due to the implementation of various cost control and expense reduction measures, alongside decreased revenue recognized from property development and property sub-leasing and investment businesses[10](index=10&type=chunk)[14](index=14&type=chunk) [Business Review](index=6&type=section&id=Business%20Review) During the year, the Group's key business segments showed mixed performance, with property sub-leasing and investment expanding losses, property development significantly narrowing losses despite reduced revenue, and financial services remaining largely stagnant [Property Sub-leasing and Investment Business](index=6&type=section&id=Property%20sub-leasing%20and%20investment%20business) This segment's revenue decreased by 15.0% year-on-year to HKD 45.5 million, with the annual loss expanding from HKD 27.9 million to HKD 89.7 million, primarily due to reduced rental income and increased fair value losses on investment properties Property Sub-leasing and Investment Business Performance | Metric | FY2025 | FY2024 | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Revenue | HKD 45.5 million | HKD 53.5 million | -15.0% | | Segment Loss | HKD 89.7 million | HKD 27.9 million | +221.5% | [Property Development Business](index=7&type=section&id=Property%20development%20business) Property development revenue decreased to HKD 535.4 million, but segment loss significantly narrowed from HKD 124.7 million to HKD 7.6 million, primarily due to reduced delivery recognition from two projects, with approximately 55,000 square meters of GFA recognized during the year Property Development Business Performance | Metric | FY2025 | FY2024 | | :--- | :--- | :--- | | Revenue | HKD 535.4 million | HKD 824.0 million | | Segment Loss | HKD 7.6 million | HKD 124.7 million | - As of March 31, 2025, completed properties held for sale/lease and investment properties accounted for **64.3%** and **4.3%** of total assets, respectively[22](index=22&type=chunk)[25](index=25&type=chunk) [Financial Services Business](index=8&type=section&id=Financial%20Services%20Business) The financial services segment generated no interest income in the current or prior year, as the Group surrendered its securities, futures, and asset management licenses in November 2020 to focus on other core business segments - For the year ended March 31, 2025, no interest income was recognized from the money lending business, consistent with 2024[23](index=23&type=chunk)[26](index=26&type=chunk) - The Group surrendered its securities, futures, and asset management licenses to the SFC in November 2020 to concentrate resources on developing other businesses[24](index=24&type=chunk)[27](index=27&type=chunk) [Outlook](index=9&type=section&id=Outlook) Despite China's economic challenges, the Group anticipates government stabilization policies and will strategically pivot underutilized real estate assets towards tourism for new revenue streams, while optimizing leasing and marketing to strengthen core property businesses and seek new investment opportunities for sustainable growth - Facing a persistently weak property market, the Group has proactively diversified into the tourism sector, leveraging underutilized real estate assets to offer experiential tourism products as a new growth engine[28](index=28&type=chunk)[29](index=29&type=chunk)[30](index=30&type=chunk) - The Group will continue to consolidate and restructure its property development core business, enhancing management efficiency, strengthening internal controls and sales, and actively seeking new investment opportunities within China to diversify revenue streams[32](index=32&type=chunk)[35](index=35&type=chunk) [Directors' Report](index=11&type=section&id=Directors%27%20Report) This report details the company's principal activities, business review, key risks, financial results, and corporate governance matters for the fiscal year [Principal Activities and Business Review](index=11&type=section&id=PRINCIPAL%20ACTIVITIES) As an investment holding company, the Group's core businesses include property sub-leasing and investment, property development, and money lending, with strategic goals to achieve sustainable growth through increased property investments in China, tourism expansion, and stringent cost control - The Group's current and ongoing principal activities include: (i) property sub-leasing and investment business; (ii) property development; and (iii) money lending business[38](index=38&type=chunk)[44](index=44&type=chunk) - The Group's growth strategies encompass: (i) investing in more property sub-leasing and investment projects in China; (ii) diversifying into property development and tourism; and (iii) closely monitoring and implementing cost-saving measures[40](index=40&type=chunk)[46](index=46&type=chunk) [Principal Risks and Uncertainties](index=11&type=section&id=Principal%20Risks%20and%20Uncertainties) The Group faces key risks including business risks influenced by consumer preferences, market risks dependent on China's economy and policies, operational risks from potential internal failures, financial risks, and legal risks such as contract unenforceability or adverse litigation - Key risks faced by the Group include business risk, market risk, operational risk, financial risk, and legal risk[42](index=42&type=chunk)[48](index=48&type=chunk) [Results and Appropriations](index=13&type=section&id=RESULTS%20AND%20APPROPRIATIONS) For the year ended March 31, 2025, the Board recommended no dividend distribution, consistent with the prior year, to retain capital for business expansion and future investment opportunities - The Directors do not recommend the payment of any dividend for the year ended March 31, 2025 (2024: nil), aiming to retain capital for business expansion[61](index=61&type=chunk)[67](index=67&type=chunk) [Share Option Scheme](index=15&type=section&id=SHARE%20OPTION%20SCHEME) The company's share option scheme adopted on August 30, 2012, expired on December 22, 2023, with all granted but unexercised options, totaling 27,942,462 shares, lapsing as of March 31, 2023 - The company's share option scheme expired on December 22, 2023, resulting in the lapse of all granted but unexercised share options[89](index=89&type=chunk)[92](index=92&type=chunk)[97](index=97&type=chunk) [Substantial Shareholders](index=28&type=section&id=SUBSTANTIAL%20SHAREHOLDERS) As of March 31, 2025, Chairman Mr. Chan Wai Mo held approximately **57.92%** of the company's shares directly and indirectly, making him the controlling shareholder, with other substantial shareholders including Mr. Jiang Dingwei and his controlled entities holding approximately **17.08%** Substantial Shareholders' Holdings (as at March 31, 2025) | Shareholder Name | Nature of Interest | Number of Shares Held | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Mr. Chan Wai Mo | Beneficial Owner and Controlled Corporation Interest | 1,985,654,977 | 57.92% | | Grand Nice International Limited | Beneficial Owner | 579,806,977 | 16.91% | | Jiang Dingwei / Shenzhen Tangshang Industrial Group / Shenzhen Yaoling Investment | Controlled Corporation Interest / Beneficial Owner | 585,600,000 | 17.08% | [Connected Transactions](index=32&type=section&id=CONNECTED%20TRANSACTIONS) During the year, the Group engaged in significant connected transactions, primarily involving property lease agreements with Beijing Tianan Kechuang Zhiye Co., Ltd. (BTIT), indirectly wholly-owned by Chairman Mr. Chan Wai Mo, and the acquisition of Zhi Rong Holdings Limited shares from Mr. Chan, with total rent paid under lease contracts amounting to RMB 53.287 million for FY2025 - The Group entered into multiple long-term property lease agreements with Beijing Tianan Kechuang Zhiye Co., Ltd. (BTIT), controlled by Chairman Mr. Chan Wai Mo, with total rent paid amounting to **RMB 53.287 million** for FY2025[177](index=177&type=chunk)[184](index=184&type=chunk)[190](index=190&type=chunk) - In October 2022, the company agreed with Chairman Mr. Chan Wai Mo to acquire his equity interest in Zhi Rong Holdings Limited for **RMB 315 million**, settled through the issuance of consideration shares and convertible bonds[191](index=191&type=chunk)[194](index=194&type=chunk) [Financial Review](index=38&type=section&id=FINANCIAL%20REVIEW) This fiscal year saw significant changes in the Group's balance sheet, with current assets decreasing by 23.4% due to reduced completed properties held for sale and cash, and current liabilities decreasing by 40.4% from lower contract liabilities and payables, while the gearing ratio rose to 28.0% and the current ratio improved to 2.4, with no new bank borrowings and a refundable deposit of approximately RMB 362 million paid for an urban renewal project [Assets and Liabilities Analysis](index=38&type=section&id=Assets%20and%20Liabilities) As of March 31, 2025, current assets decreased by 23.4% year-on-year, mainly due to a HKD 482.8 million reduction in completed properties held for sale and a HKD 100 million decrease in cash, while current liabilities fell by 40.4% due to reduced contract liabilities and trade and other payables, and non-current assets declined from lower investment properties and finance lease receivables - Current assets decreased by **HKD 635.1 million** (**-23.4%**) year-on-year, primarily due to reductions in completed properties held for sale and cash and cash equivalents[211](index=211&type=chunk)[214](index=214&type=chunk) - Current liabilities decreased by **HKD 596.9 million** (**-40.4%**) year-on-year, mainly attributable to reduced contract liabilities, no new bank borrowings during the year, and decreased lease liabilities[216](index=216&type=chunk)[219](index=219&type=chunk) [Liquidity and Financial Resources](index=39&type=section&id=Liquidity%20and%20Financial%20Resources) As of March 31, 2025, the Group had no bank borrowings, with its gearing ratio increasing to 28.0% from 6.8% last year, while net current assets were approximately HKD 1.201 billion and the current ratio improved from 1.8 to 2.4 Liquidity Ratios | Metric | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Gearing Ratio | 28.0% | 6.8% | | Net Current Assets | HKD 1.201 billion | HKD 1.239 billion | | Current Ratio | 2.4 | 1.8 | [Significant Investments Held, Material Acquisitions and Disposals](index=44&type=section&id=Significant%20investments%20held%2C%20material%20acquisitions%20and%20disposals) During the review period, the Group completed two significant acquisitions: the acquisition of Zhi Rong Holdings Limited in March 2023, indirectly securing a 70% equity interest in Puning Huachuangwen Industrial Development Co., Ltd., and the acquisition of a 55% equity interest in Dongguan Huachuangwen Zhidi Co., Ltd. in July 2022, increasing the Group's stake to 90% - On March 10, 2023, the company completed the acquisition of Zhi Rong Holdings Limited, with consideration paid through the issuance of consideration shares and convertible bonds, thereby indirectly holding a **70%** equity interest in Puning Huachuangwen Industrial Development Co., Ltd[243](index=243&type=chunk)[245](index=245&type=chunk) - On July 6, 2022, the company completed the acquisition of a **55%** equity interest in Huachuangwen Zhidi, increasing the Group's stake to **90%**, with consideration paid through cash, share issuance, and convertible bonds[247](index=247&type=chunk)[253](index=253&type=chunk) [Advance to an Entity](index=48&type=section&id=Advance%20to%20an%20entity) To secure a potential urban renewal project in Puning City, Guangdong, the Group's wholly-owned subsidiary agreed to pay a total refundable deposit of RMB 400 million to an independent third party, with approximately RMB 362 million paid as of the reporting date, which is unsecured, interest-free, and fully refundable if the investment does not proceed or the project is not approved - The Group agreed to pay a total refundable deposit of **RMB 400 million** to secure a potential urban renewal project, with approximately **RMB 362 million** paid as of the reporting date; this amount is unsecured, interest-free, and fully refundable under specific conditions[259](index=259&type=chunk)[262](index=262&type=chunk) [Corporate Governance Report](index=50&type=section&id=Corporate%20Governance%20Report) This report outlines the company's corporate governance practices, including board structure, committee functions, and risk management frameworks [The Board](index=51&type=section&id=THE%20BOARD) The Board is responsible for leading and overseeing the company, comprising five directors—three executive and two independent non-executive directors—meeting the one-third independent director requirement, ensuring effective checks and balances to safeguard shareholder interests - The Board comprises five directors, including Mr. Chan Wai Mo (Chairman), Mr. Zhou Houjie, Mr. Jiang Ruowenhao (Acting Chief Executive Officer) as three executive directors, and Mr. Chan Yau Chun, Ms. Lui Mei Ka, Mr. Zhou Xin as three independent non-executive directors[279](index=279&type=chunk) [Board Committees](index=59&type=section&id=BOARD%20COMMITTEES) The company has established Remuneration, Nomination, and Audit Committees; the Remuneration Committee reviews compensation policies, the Nomination Committee handles board structure and member nominations, and the Audit Committee, composed of three independent non-executive directors, oversees financial reporting, internal controls, and risk management systems - The Remuneration Committee comprises one executive director and two independent non-executive directors, responsible for remuneration-related matters[315](index=315&type=chunk) - The Nomination Committee consists of one executive director and three independent non-executive directors, responsible for director nominations and board composition review[322](index=322&type=chunk) - The Audit Committee, composed of three independent non-executive directors, is responsible for reviewing financial statements, internal control systems, and the relationship with external auditors[333](index=333&type=chunk) [Risk Management and Internal Control](index=66&type=section&id=RISK%20MANAGEMENT%20AND%20INTERNAL%20CONTROL) The Board holds overall responsibility for maintaining sound and effective risk management and internal control systems, with the Group establishing an internal audit function and engaging independent professional advisors for annual reviews, concluding that the systems are effective and adequate - The Board affirms its overall responsibility for maintaining sound and effective risk management and internal control systems, aimed at identifying and managing significant risks and safeguarding assets[360](index=360&type=chunk)[363](index=363&type=chunk) - To enhance risk management, the company engaged independent professional advisors to conduct independent reviews of the risk management and internal control systems of certain subsidiaries, finding no material deficiencies[368](index=368&type=chunk)[369](index=369&type=chunk) [Independent Auditor's Report](index=75&type=section&id=Independent%20Auditor%27s%20Report) This report presents the independent auditor's opinion on the consolidated financial statements and highlights key audit matters [Opinion](index=75&type=section&id=OPINION) The auditor opines that the consolidated financial statements fairly present the Group's financial position as of March 31, 2025, and its financial performance and cash flows for the year then ended, in accordance with Hong Kong Financial Reporting Standards and the Hong Kong Companies Ordinance disclosure requirements - The auditor issued a standard unqualified opinion, affirming that the financial statements present a true and fair view of the company's financial position and operating results[409](index=409&type=chunk)[410](index=410&type=chunk) [Key Audit Matters](index=76&type=section&id=KEY%20AUDIT%20MATTERS) The auditor identified three key audit matters: revenue recognition from completed property sales due to its materiality, valuation of investment properties given their significant carrying amount and judgment, and impairment loss on completed properties held for sale due to their substantial carrying amount and management's net realizable value estimates - Key audit matters include: - **Revenue recognition from sales of completed properties**: Significant due to accounting for approximately **92%** of total revenue - **Valuation of investment properties**: Significant due to their material carrying amount (**HKD 99.7 million**) and significant judgment involved in fair value determination - **Impairment loss on completed properties held for sale**: Significant due to their substantial carrying amount (**HKD 1.476 billion**, approximately **64%** of total assets) and management judgment in estimating net realizable value[414](index=414&type=chunk)[419](index=419&type=chunk)[428](index=428&type=chunk) [Consolidated Financial Statements](index=86&type=section&id=Consolidated%20Financial%20Statements) This section presents the Group's comprehensive income, financial position, and cash flow statements for the fiscal year [Consolidated Statement of Comprehensive Income](index=86&type=section&id=Consolidated%20Statement%20of%20Comprehensive%20Income) For the year ended March 31, 2025, the Group reported revenue of HKD 580.8 million, a 33.8% year-on-year decrease, with the annual loss narrowing to HKD 72.26 million from HKD 113.5 million last year, and basic loss per share attributable to owners of the company at **2.598 HK cents** Key Data from Consolidated Statement of Comprehensive Income | Metric | FY2025 (HKD) | FY2024 (HKD) | | :--- | :--- | :--- | | Revenue | 580,823,418 | 877,472,298 | | Loss Before Income Tax | (120,018,955) | (176,193,139) | | Loss for the Year | (72,258,209) | (113,524,321) | | Loss Attributable to Owners of the Company | (89,056,166) | (115,060,979) | | Basic Loss Per Share (HK cents) | (2.598) | (3.356) | [Consolidated Statement of Financial Position](index=88&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, the Group's total assets decreased to HKD 2.296 billion from HKD 3.115 billion last year, total liabilities fell from HKD 2.211 billion to HKD 1.473 billion, and total equity was HKD 823 million, slightly down from HKD 904 million, with net current assets remaining relatively stable at approximately HKD 1.201 billion Key Data from Consolidated Statement of Financial Position | Metric | March 31, 2025 (HKD) | March 31, 2024 (HKD) | | :--- | :--- | :--- | | Total Assets | 2,295,608,718 | 3,115,074,507 | | Total Liabilities | 1,472,538,131 | 2,211,442,966 | | Net Assets | 823,070,587 | 903,631,541 | | Net Current Assets | 1,201,040,611 | 1,239,269,032 | [Consolidated Statement of Cash Flows](index=92&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) For the year ended March 31, 2025, the Group's net cash outflow from operating activities significantly improved to HKD 16.34 million from HKD 221.8 million last year, with net cash outflow from financing activities at HKD 86.54 million, resulting in a HKD 102.9 million decrease in cash and cash equivalents, ending the period with HKD 39.08 million Key Data from Consolidated Statement of Cash Flows | Metric | FY2025 (HKD) | FY2024 (HKD) | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | (16,343,803) | (221,835,980) | | Net Cash Generated from Investing Activities | 1,101 | 25,660,585 | | Net Cash Used in Financing Activities | (86,540,687) | (59,969,772) | | Decrease in Cash and Cash Equivalents | (102,883,389) | (256,145,167) | | Cash and Cash Equivalents at End of Year | 39,077,064 | 139,009,068 | [Notes to the Consolidated Financial Statements](index=94&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) This section provides detailed explanatory notes supporting the consolidated financial statements, offering further insights into accounting policies and specific line items [Segment Reporting](index=151&type=section&id=6.%20SEGMENT%20REPORTING) The Group's operations are categorized into three reportable segments: property sub-leasing and investment, property development, and money lending, with property development being the primary revenue source at HKD 535 million in FY2025, property sub-leasing and investment generating HKD 45.46 million, and all revenue originating from Mainland China FY2025 Revenue and Loss by Business Segment (HKD) | Business Segment | External Revenue | Loss Before Income Tax | | :--- | :--- | :--- | | Property Sub-leasing and Investment | 45,459,654 | (89,682,942) | | Property Development | 535,363,764 | (7,607,848) | | Money Lending Business | — | (11,576) | | **Total** | **580,823,418** | **(97,302,366)** | - Geographically, all of the Group's revenue (**HKD 580.8 million**) in FY2025 was derived from Mainland China[755](index=755&type=chunk)

香港交易及結算所有限公司及香港聯合交易所有限公司對本公佈之內容概不負責，對其 準確性或完整性亦不發表任何聲明，並明確表示，概不會因本公佈全部或任何部份內容 而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 CHINA TANGSHANG HOLDINGS LIMITED 中 國 唐 商 控 股 有 限 公 司 （ 於 百 慕 達 註 冊 成 立 之 有 限 公 司 ） （股份代號：674） 截至二零二五年三月三十一日止年度之 全年業績公佈 全年業績 中國唐商控股有限公司（「本公司」，連同其附屬公司，統稱「本集團」）之董事（「董事」）會（「董 事會」）宣佈，本集團截至二零二五年三月三十一日止年度之綜合業績連同去年之比較數字 如下： 綜合全面收益表 截至二零二五年三月三十一日止年度 | | | 二零二五年 | 二零二四年 | | --- | --- | --- | --- | | | 附註 | 港元 | 港元 | | 收益 | 3 | 580,823,418 | 877,472,298 | | 其他虧損，淨額 | | (118,211,211) | (157,676,223) | | 已出售已竣工物業之成本 ...

Financial Performance - For the six months ended September 30, 2024, the Group recorded revenue of approximately HK$328.2 million, a decrease of about 58.1% compared to HK$784.2 million for the same period in 2023[3]. - The Group incurred a loss of approximately HK$41.8 million, compared to a profit of approximately HK$100.3 million in the same period of 2023[3]. - Revenue for the six months ended 30 September 2024 was HK$328,153,060, a decrease of 58% compared to HK$784,202,084 for the same period in 2023[185]. - Loss before income tax for the period was HK$46,151,114, compared to a profit of HK$51,262,652 in the previous year[185]. - Loss for the period amounted to HK$41,840,639, contrasting with a profit of HK$100,317,267 in the same period last year[185]. - The total comprehensive loss was HK$38,508,444 compared to a comprehensive income of HK$64,304,744 for the same period in 2023, indicating a significant decline[189]. - The loss attributable to owners of the Company for the period was HK$39,387,532, while in the previous year, it was a profit of HK$57,638,448[189]. - Basic and diluted loss per share attributable to owners of the Company was HK$1.15, compared to earnings per share of HK$1.68 in the prior year[189]. Market Conditions - The overall real estate market in the PRC continued to experience a decrease in public purchasing power, leading to suppressed selling prices and slowed sales, particularly in non-core city locations[10]. - The management plans to adopt a more prudent operation strategy and enhance management efficiency to navigate the current market conditions[10]. Operational Highlights - Approximately 30,500 sq.m. of gross floor area (GFA) was delivered and recognized in revenue during the period[5]. - The Group aims to explore new property development projects in China to strengthen its financial profitability[13]. - The Group is focused on achieving sustainable growth while diversifying investment opportunities to enhance overall earning potential[15]. - There were no significant investments, acquisitions, or disposals of subsidiaries, associates, or joint ventures during the six months ended September 30, 2024[135]. Employee and Remuneration - As of September 30, 2024, the Group employed a total of 21 employees, a decrease from 30 employees as of March 31, 2024[124]. - Employee remuneration for the six months ended September 30, 2024, amounted to approximately HK$4.6 million, down from approximately HK$5.3 million for the same period in 2023[124]. - Staff costs were reduced to HK$4,558,778 from HK$5,347,956, indicating a decrease of about 15%[185]. - Other operating expenses decreased significantly to HK$5,398,691 from HK$19,641,819, a reduction of approximately 73%[185]. - The Group has adopted a share option scheme to provide incentives to Directors and employees who make significant contributions[129]. - Discretionary bonuses are awarded based on the Group's operating results and individual performance[125]. Financial Position - As of September 30, 2024, the Group had no bank borrowings, maintaining a stable liquidity position[17]. - The Group had no bank borrowings, charges, or guarantees as of September 30, 2024, and March 31, 2024[122][130]. - Total assets as of September 30, 2024, amounted to HK$2,790,811,155, down from HK$3,115,074,507 as of March 31, 2024[197]. - Total current assets decreased to HK$2,419,979,245 from HK$2,717,475,046, reflecting a reduction in liquidity[197]. - Current liabilities totaled HK$1,206,587,244, down from HK$1,478,206,014, indicating improved short-term financial health[197]. - The net current assets increased to HK$1,213,392,001 from HK$1,239,269,032, showing a slight improvement in working capital[197]. Shareholding and Corporate Governance - As of September 30, 2024, Mr. Chen Weiwu holds a beneficial interest of 1,405,848,000 shares, representing 41.01% of the Company[138]. - As of September 30, 2024, Grand Nice International Limited holds 579,806,977 shares, representing approximately 16.91% of the company's total shareholding[149]. - Jiang Dingwei and Shenzhen Tangshang Industrial Group Co., Ltd each hold 585,600,000 shares, accounting for about 17.08% of the total shareholding[149]. - Shenzhen Yaoling Investment Company Limited, a wholly-owned subsidiary of Shenzhen Tangshang Industrial Group, also holds 585,600,000 shares, equivalent to 17.08% of the total shareholding[149]. - The total number of share options available for issue under the Share Option Scheme is 27,942,462, which represents approximately 0.8% of the issued shares as of September 30, 2023[157]. - The maximum number of shares that may be granted to any one grantee under the Share Option Scheme in any 12-month period is limited to 1% of the share capital in issue[161]. - The Share Option Scheme lapsed on 22 December 2023, which may impact future employee incentives[172]. - The company complied with all code provisions of the Corporate Governance Code, except for a deviation in the number of board meetings held[173]. Other Financial Activities - The Group completed fundraising activities in previous years, including issuing convertible bonds totaling approximately HK$42.0 million in 2018, with net proceeds of approximately HK$41.8 million[114]. - Approximately HK$32.1 million of proceeds was utilized to settle the consideration of an acquisition in July 2020[119]. - General working capital utilized by the Group was approximately HK$14.0 million[119]. - No purchase, sale, or redemption of securities occurred during the six months ended 30 September 2024[175]. - Other gains or losses, net, were reported at HK$ (21,180,093), slightly improved from HK$ (21,780,328) in the previous year[185]. - Other comprehensive income for the period, net of tax, was HK$3,332,195, compared to a loss of HK$36,012,523 in the previous year[189].

Financial Performance - Revenue for the six months ended September 30, 2024, was HKD 328,153,060, a decrease of 58% compared to HKD 784,202,084 for the same period in 2023[2] - The net loss for the period was HKD 41,840,639, compared to a profit of HKD 100,317,267 in the same period last year[2] - Basic and diluted loss per share for the period was HKD (1.15), compared to earnings of HKD 1.68 and HKD 1.38 in the previous year[4] - The company reported a comprehensive loss of HKD 38,508,444 for the period, compared to a comprehensive income of HKD 64,304,744 in the same period last year[4] - The reported loss before tax for the six months ended September 30, 2024, was HKD (34,362,303), compared to a profit of HKD 63,119,611 for the same period in 2023[30] - Loss before tax for the six months ended September 30, 2024, was HKD 39,387,532, compared to a profit of HKD 57,638,448 for the same period in 2023[43] - The deferred tax credit for the six months ended September 30, 2024, was HKD 6,402,448, a significant decrease from HKD 70,666,627 in the same period of 2023[40] Assets and Liabilities - Total assets decreased to HKD 2,790,811,155 as of September 30, 2024, from HKD 3,115,074,507 as of March 31, 2024[6] - Total liabilities decreased to HKD 1,925,688,058 as of September 30, 2024, from HKD 2,211,442,966 as of March 31, 2024[11] - Non-current assets totaled HKD 370,831,910 as of September 30, 2024, down from HKD 397,599,461 as of March 31, 2024[6] - Current liabilities totaled HKD 1,206,587,244 as of September 30, 2024, compared to HKD 1,478,206,014 as of March 31, 2024[11] - The company’s net asset value decreased to HKD 865,123,097 as of September 30, 2024, from HKD 903,631,541 as of March 31, 2024[11] - Total assets as of September 30, 2024, were HKD 2,775,539,982, a decrease from HKD 3,098,175,443 as of March 31, 2024[31] - Total liabilities as of September 30, 2024, were HKD 1,729,700,935, down from HKD 2,021,872,473 as of March 31, 2024[33] Revenue Breakdown - Revenue from customer contracts for the sale of completed properties was HKD 308,035,307, down 59.7% from HKD 763,538,181 in the previous year[20] - The company reported external revenue from property leasing and investment business of HKD 20,117,753 for the six months ended September 30, 2024[26] - Revenue from property development in China contributed approximately HKD 308,000,000, down from approximately HKD 763,500,000 in the previous fiscal period[69] - The property leasing and investment segment recorded revenue of approximately HKD 20,100,000, a decrease of about 2.9% from HKD 20,700,000 in the same period of 2023[68] Operational Changes - The company has not disclosed any new product developments or market expansion strategies in the current report[2] - The company has begun evaluating the potential impact of new or revised accounting standards but has not yet determined any significant effects on its financial performance[17] - The group anticipates continued pressure on property prices and sales due to declining public purchasing power, particularly in non-core cities[74] - The management plans to adopt a more cautious operational strategy and enhance control efficiency in response to market conditions[74] Employee and Compensation - As of September 30, 2024, the group employed a total of 21 employees, down from 30 employees as of March 31, 2024[88] - Employee compensation for the six months ended September 30, 2024, was approximately HKD 4,600,000, compared to HKD 5,300,000 for the same period in 2023[88] Dividends and Shareholder Information - There were no dividends declared or proposed for the six months ended September 30, 2024, consistent with the same period in 2023[46] - The board has resolved not to declare any interim dividend for the six months ended September 30, 2024[91] - The interim report for the six months ended September 30, 2024, will be sent to shareholders and published on the stock exchange and the company's website[97] Corporate Governance - The company has complied with all corporate governance code provisions except for a deviation regarding the frequency of board meetings[92] - The audit committee reviewed the group's accounting principles and practices, discussing financial reporting matters for the six months ended September 30, 2024[96] Investments and Acquisitions - The group acquired 90% of Huachuang Wenzhi Land by September 30, 2024, following the acquisition of 35% and 55% stakes in previous years[71] - There were no significant acquisitions or disposals of major investments, subsidiaries, associates, or joint ventures during the six months ended September 30, 2024[90] - The group has not purchased, sold, or redeemed any of its securities during the six months ended September 30, 2024[94] Financial Position - The group has no bank borrowings as of September 30, 2024, maintaining a net cash position[77] - The group maintained a current ratio of 2.0 as of September 30, 2024, up from 1.8 as of March 31, 2024[80] - The total amount of receivables from finance leases as of September 30, 2024, was HKD 376,273,572, down from HKD 410,302,336 as of March 31, 2024[48] - The net amount of receivables from finance leases was HKD 239,222,586 as of September 30, 2024, compared to HKD 261,178,899 as of March 31, 2024[48] Other Financial Metrics - Total operating expenses for the six months ended September 30, 2024, were HKD 5,398,691, significantly lower than HKD 19,641,819 in the same period of 2023, indicating a reduction of about 73%[37] - The fair value loss on investment properties for the six months ended September 30, 2024, was HKD 21,680,498, an improvement from HKD 29,530,473 in the same period of 2023[47] - The company reported a significant fair value loss on investment properties of HKD 21,680,498 for the period[26] - Refundable payments made for potential urban renewal projects amounted to HKD 401,014,987 as of September 30, 2024, up from HKD 341,639,203 as of March 31, 2024[55] - The total amount of prepayments and other receivables as of September 30, 2024, was HKD 586,119,868, an increase from HKD 540,310,527 as of March 31, 2024[54] Contingent Liabilities - The company’s contingent liabilities related to guarantees provided to financial institutions for property buyers amounted to HKD 746,479,430 as of September 30, 2024, compared to HKD 735,275,915 as of March 31, 2024[64] - The company has not made any provisions for the guarantees as it believes it can recover the amounts through property ownership in case of default[65]