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]

[Consolidated Financial Statements](index=1&type=section&id=Consolidated%20Financial%20Statements) The Group reported a net loss of approximately HKD 114 million for the year ended March 31, 2024, a reversal from profit, with declining total and net assets reflecting challenging operations [Consolidated Statement of Comprehensive Income](index=1&type=section&id=Consolidated%20Statement%20of%20Comprehensive%20Income) Revenue grew 34.8% to HKD 877 million, but increased net losses and cost of properties sold resulted in a net loss of HKD 114 million for the year Key Data from Consolidated Statement of Comprehensive Income | Metric | 2024 (HKD) | 2023 (HKD) | Change (HKD) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | 877,472,298 | 650,769,369 | 226,702,929 | 34.8% | | Other losses, net | (157,676,223) | (9,415,351) | (148,260,872) | 1574.7% | | Cost of completed properties sold | (750,044,185) | (442,290,694) | (307,753,491) | 69.6% | | (Loss)/Profit before income tax | (176,193,139) | 121,214,202 | (297,407,341) | -245.3% | | (Loss)/Profit for the year | (113,524,321) | 79,098,494 | (192,622,815) | -243.5% | | (Loss)/Profit attributable to owners of the company | (115,060,979) | 30,366,064 | (145,427,043) | -478.9% | | Basic (loss)/earnings per share (HK cents) | (3.356) | 1.097 | (4.453) | -405.9% | [Consolidated Statement of Financial Position](index=3&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2024, total assets decreased by 27.3% to HKD 3.115 billion, with net current assets and net assets also declining, primarily due to a significant reduction in completed properties held for sale and an increase in other receivables Key Data from Consolidated Statement of Financial Position | Metric | 2024 (HKD) | 2023 (HKD) | Change (HKD) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Total assets | 3,115,074,507 | 4,289,095,740 | (1,174,021,233) | -27.3% | | Total non-current assets | 397,599,461 | 482,074,643 | (84,475,182) | -17.5% | | Total current assets | 2,717,475,046 | 3,807,021,097 | (1,089,546,051) | -28.6% | | Completed properties held for sale | 1,958,703,030 | 2,939,392,390 | (980,689,360) | -33.4% | | Other receivables | 553,855,068 | 389,462,880 | 164,392,188 | 42.2% | | Cash and bank balances | 139,113,234 | 413,280,678 | (274,167,444) | -66.3% | | Total liabilities | 2,211,442,966 | 3,247,574,074 | (1,036,131,108) | -31.9% | | Net assets | 903,631,541 | 1,041,521,666 | (137,890,125) | -13.2% | [Notes to the Financial Statements](index=5&type=section&id=Notes%20to%20the%20Financial%20Statements) The notes detail the Group's basis of preparation, accounting policy changes, segment performance, key asset and liability movements, and contingent liabilities, highlighting property development as the main revenue source but also a driver of overall loss due to impairment and fair value changes [Basis of Preparation](index=5&type=section&id=1.%20Basis%20of%20Preparation) The consolidated financial statements are prepared in accordance with Hong Kong Financial Reporting Standards and the Hong Kong Companies Ordinance, using a historical cost basis (except for investment properties) and presented in HKD, despite the company's functional currency being RMB - The consolidated financial statements are prepared in accordance with Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants and the disclosure requirements of the Hong Kong Companies Ordinance[8](index=8&type=chunk) - The financial statements are prepared on a historical cost basis, except for investment properties which are measured at fair value[9](index=9&type=chunk) - The Company's functional currency is Renminbi, but the consolidated financial statements are presented in Hong Kong Dollars for the convenience of users of shares listed on the Stock Exchange[10](index=10&type=chunk) [Adoption of New or Revised Hong Kong Financial Reporting Standards](index=5&type=section&id=2.%20Adoption%20of%20New%20or%20Revised%20Hong%20Kong%20Financial%20Reporting%20Standards) The revised Hong Kong Financial Reporting Standards adopted this year, such as amendments to HKAS 1 and HKAS 8, had no significant impact on the Group's financial position or performance, primarily affecting accounting policy disclosures, while other standards issued but not yet effective are also not expected to have a material impact - The amendments to Hong Kong Financial Reporting Standards adopted this year, including amendments to HKAS 1 and HKAS 8, had no significant impact on the Group's financial position and performance, primarily affecting accounting policy disclosures[11](index=11&type=chunk)[13](index=13&type=chunk)[15](index=15&type=chunk) - Hong Kong Financial Reporting Standards issued but not yet effective, such as amendments to HKAS 1 regarding classification of liabilities, are not expected to result in reclassification of the Group's liabilities and will have no significant impact on the consolidated financial statements[16](index=16&type=chunk)[17](index=17&type=chunk)[19](index=19&type=chunk) [Segment Reporting](index=8&type=section&id=3.%20Segment%20Reporting) The Group primarily operates in property sub-leasing and investment, property development, and money lending, with property development contributing most of the revenue in FY2024, but both major segments recorded losses, with property development turning from profit to loss mainly due to impairment provisions for other receivables - The Group primarily operates in property sub-leasing and investment, property development, and money lending businesses[22](index=22&type=chunk) FY2024 Revenue and Loss Before Tax by Business Segment | Business Segment | External Revenue (HKD) | Reportable Segment Loss Before Income Tax (HKD) | | :--- | :--- | :--- | | Property sub-leasing and investment business | 53,482,751 | (27,894,740) | | Property development business | 823,989,547 | (124,692,815) | | Money lending business | – | (14,424) | | **Total** | **877,472,298** | **(152,601,979)** | - Property development business revenue significantly increased, but it turned from a profit of HKD 144 million in 2023 to a loss of HKD 125 million in 2024, mainly due to a net impairment loss provision of HKD 122 million for other receivables[22](index=22&type=chunk)[24](index=24&type=chunk)[26](index=26&type=chunk) - The Group's operations are primarily located in China, with all revenue in 2024 derived from China, and the majority of non-current assets (excluding financial instruments) also located in China[32](index=32&type=chunk)[33](index=33&type=chunk) [Other Operating Expenses](index=13&type=section&id=4.%20Other%20Operating%20Expenses) Other operating expenses significantly increased to HKD 90.1 million this year, primarily due to the write-off of other receivables amounting to HKD 61.77 million and increased property development business expenses Details of Other Operating Expenses | Item | 2024 (HKD) | 2023 (HKD) | Change (HKD) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Write-off of other receivables | 61,767,394 | – | 61,767,394 | N/A | | Property development business expenses | 21,275,011 | 18,157,882 | 3,117,129 | 17.2% | | Property sub-leasing and investment business expenses | 2,194,318 | 8,156,248 | (5,961,930) | -73.1% | | **Total** | **90,098,554** | **31,892,378** | **58,206,176** | **182.5%** | [(Loss)/Profit Before Income Tax](index=13&type=section&id=5.%20(Loss)%2FProfit%20Before%20Income%20Tax) This year, the Group recorded a loss before income tax of HKD 176 million, a reversal from profit, mainly due to increased cost of completed properties sold, impairment provisions for other receivables, and expanded fair value losses on investment properties Key Items Affecting (Loss)/Profit Before Income Tax | Item | 2024 (HKD) | 2023 (HKD) | Change (HKD) | | :--- | :--- | :--- | :--- | | Cost of completed properties sold | 750,044,185 | 442,290,694 | 307,753,491 | | Net impairment loss provision/(reversal) for other receivables | 121,546,959 | (5,722,232) | 127,269,191 | | Fair value loss on investment properties | 50,205,403 | 22,653,200 | 27,552,203 | [Income Tax Credit/(Expense)](index=14&type=section&id=6.%20Income%20Tax%20Credit%2F(Expense)) The Group recorded an income tax credit of HKD 62.67 million this year, compared to an expense of HKD 42.12 million last year, primarily due to a deferred tax credit of HKD 83.9 million offsetting PRC corporate income tax and land appreciation tax expenses Details of Income Tax Credit/(Expense) | Item | 2024 (HKD) | 2023 (HKD) | | :--- | :--- | :--- | | Current tax for the year: | | | | – Hong Kong Profits Tax | – | – | | – PRC Enterprise Income Tax | (16,443,918) | (26,258,459) | | – PRC Land Appreciation Tax ("LAT") | (4,616,706) | (15,857,249) | | Underprovision in prior years: | | | | – PRC Enterprise Income Tax | (70,386) | – | | – PRC Land Appreciation Tax | (103,723) | – | | Deferred tax | 83,903,551 | – | | **Total** | **62,668,818** | **(42,115,708)** | - No Hong Kong Profits Tax provision was made for the year as the Group had no estimated assessable profits[37](index=37&type=chunk) [Dividends](index=14&type=section&id=7.%20Dividends) For the year ended March 31, 2024, the Company neither paid nor proposed any dividends, consistent with the prior year - For the year ended March 31, 2024, the Company neither paid nor proposed any dividends[39](index=39&type=chunk) [(Loss)/Earnings Per Share](index=15&type=section&id=8.%20(Loss)%2FEarnings%20Per%20Share) The basic loss per share for the year was 3.356 HK cents, compared to earnings per share of 1.097 HK cents last year, primarily due to the increased loss attributable to owners of the company, with no assumed conversion of convertible bonds for diluted loss calculation as it would reduce the loss per share (Loss)/Earnings Per Share Data | Metric | 2024 | 2023 | | :--- | :--- | :--- | | (Loss)/Profit for the year attributable to owners of the Company (HKD) | (115,060,979) | 30,366,064 | | Basic (loss)/earnings per share (HK cents) | (3.356) | 1.097 | | Weighted average number of ordinary shares | 3,428,466,570 | 2,767,059,447 | - For the calculation of diluted loss per share in 2024, the conversion of convertible bonds was not assumed as their exercise would result in a reduction in loss per share[42](index=42&type=chunk) [Investment Properties](index=16&type=section&id=9.%20Investment%20Properties) As of March 31, 2024, the value of investment properties decreased to HKD 188 million, mainly due to a recognized fair value loss of HKD 50.21 million and exchange adjustments, with all investment properties revalued by an independent valuer on a market value basis Movement in Investment Properties | Item | 2024 (HKD) | 2023 (HKD) | | :--- | :--- | :--- | | At April 1 | 246,398,830 | 279,651,299 | | Fair value loss | (50,205,403) | (22,653,200) | | Exchange adjustments | (8,558,989) | (20,528,286) | | At March 31 | 187,634,438 | 246,398,830 | - The fair value of investment properties was revalued by an independent valuer, Asia Pacific Valuers & Consultants Limited, on a market value basis[44](index=44&type=chunk) [Finance Lease Receivables](index=16&type=section&id=10.%20Finance%20Lease%20Receivables) As of March 31, 2024, net finance lease receivables were HKD 261 million, a slight decrease from the prior year, primarily arising from the property sub-leasing business Net Finance Lease Receivables | Metric | 2024 (HKD) | 2023 (HKD) | | :--- | :--- | :--- | | Gross finance lease receivables | 262,067,367 | 280,308,634 | | Less: Loss allowance | (888,468) | (990,330) | | **Finance lease receivables** | **261,178,899** | **279,318,304** | - Finance lease receivables arise from the property sub-leasing business, where customers are obligated to settle amounts according to lease contract terms[45](index=45&type=chunk) [Other Receivables](index=17&type=section&id=11.%20Other%20Receivables) As of March 31, 2024, other receivables significantly increased by 42.2% to HKD 554 million, mainly comprising advances to contractors and refundable deposits for various potential business development projects Details of Other Receivables | Item | 2024 (HKD) | 2023 (HKD) | Change (HKD) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Deposits | 13,544,541 | 15,813,656 | (2,269,115) | -14.4% | | Prepayments and other receivables | 540,310,527 | 373,649,224 | 166,661,303 | 44.6% | | **Total** | **553,855,068** | **389,462,880** | **164,392,188** | **42.2%** | - The balance primarily includes advances to contractors and refundable deposits for various potential business development projects[47](index=47&type=chunk) [Trade and Other Payables](index=17&type=section&id=12.%20Trade%20and%20Other%20Payables) As of March 31, 2024, trade and other payables significantly decreased by 66.4% to HKD 104 million, mainly due to a substantial decline in trade payables, with a higher proportion of trade payables overdue by more than 90 days Details of Trade and Other Payables | Item | 2024 (HKD) | 2023 (HKD) | Change (HKD) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Trade payables | 34,445,473 | 184,448,066 | (150,002,593) | -81.3% | | Accrued expenses | 2,999,511 | 3,900,341 | (900,830) | -23.1% | | Other payables | 38,568,354 | 88,986,647 | (50,418,293) | -56.7% | | Other deposits received | 27,530,759 | 30,429,120 | (2,898,361) | -9.5% | | **Total** | **103,544,097** | **307,764,174** | **(204,210,077)** | **-66.4%** | - In 2024, trade payables overdue by more than 90 days amounted to **HKD 32.28 million**, whereas there were no such amounts in 2023[48](index=48&type=chunk) [Convertible Bonds](index=18&type=section&id=13.%20Convertible%20Bonds) As of March 31, 2024, the liability component of convertible bonds increased to HKD 184 million, primarily from bonds issued in March 2023 for the acquisition of 100% equity in Zhi Rong Holdings Limited, which remained outstanding and unconverted during the year Movement in Convertible Bonds Liability Component | Item | 2024 (HKD) | 2023 (HKD) | | :--- | :--- | :--- | | Carrying amount at April 1 | 170,283,454 | – | | Issue of convertible bonds | – | 187,949,336 | | Actual interest expense | 13,653,692 | 850,004 | | Derecognition upon conversion by bondholders | – | (18,515,886) | | **Carrying amount at March 31** | **183,937,146** | **170,283,454** | - The convertible bonds with a total principal amount of **HKD 249 million** issued in March 2023 for the acquisition of 100% equity in Zhi Rong Holdings Limited remained outstanding and unconverted as of March 31, 2024[55](index=55&type=chunk)[57](index=57&type=chunk) [Contingent Liabilities](index=20&type=section&id=14.%20Contingent%20Liabilities) As of March 31, 2024, the Group's guarantees to financial institutions on behalf of property unit purchasers amounted to approximately HKD 735 million, a significant decrease from the prior year, with no provision made as directors consider the likelihood of loss from these guarantees to be low Contingent Liabilities | Item | 2024 (HKD) | 2023 (HKD) | Change (HKD) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Guarantees to financial institutions on behalf of purchasers of property units | 735,275,915 | 1,211,274,630 | (475,998,715) | -39.3% | - The directors believe it is unlikely that the Group will incur losses from these guarantees, as in the event of default, the Group can take over and sell the related properties at a higher price, thus no provision has been made[60](index=60&type=chunk) [Management Discussion and Analysis](index=21&type=section&id=Management%20Discussion%20and%20Analysis) This section reviews the Group's FY2024 financial performance and business operations, outlining future strategies; despite revenue growth, the Group turned to a loss due to impairment and fair value changes, necessitating a cautious operating approach, enhanced sales, and new project identification to improve profitability [Financial Review](index=21&type=section&id=Financial%20Review) The Group's FY2024 revenue increased by 34.8% to HKD 877.5 million, but due to write-offs and expected credit losses on other receivables, and reduced revenue recognition from property development, the Group recorded a loss of HKD 113.5 million for the year, a significant deterioration from the prior year's profit Consolidated Results Overview | Metric | 2024 (HKD) | 2023 (HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 877,500,000 | 650,800,000 | 34.8% | | (Loss)/Profit for the year | (113,500,000) | 79,100,000 | -243.5% | - The significant increase in loss was primarily due to the recognition of write-offs and expected credit losses on other receivables, and reduced revenue recognition from the property development business[62](index=62&type=chunk) - The Board considers the fair value loss on investment properties to be a non-cash item with no impact on the Group's operating cash flow[63](index=63&type=chunk) [Business Review](index=21&type=section&id=Business%20Review) The Group's main businesses include property sub-leasing and investment, property development, and financial services; property development is the primary revenue source but, affected by market conditions, the overall business segment turned to a loss, while the financial services business currently has no interest income and has surrendered its securities licenses to focus on other segments [Property Sub-leasing and Investment Business](index=21&type=section&id=Property%20Sub-leasing%20and%20Investment%20Business) In FY2024, revenue from this business grew 3.3% to HKD 53.5 million, but increased fair value losses on investment properties led to an expanded loss of HKD 27.9 million Performance of Property Sub-leasing and Investment Business | Metric | 2024 (HKD) | 2023 (HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 53,500,000 | 51,800,000 | 3.3% | | Loss | (27,900,000) | (10,300,000) | 170.9% | - The increase in loss was primarily due to increased losses arising from the fair value of investment properties[64](index=64&type=chunk) [Property Development Business](index=21&type=section&id=Property%20Development%20Business) In FY2024, property development business revenue grew to HKD 824 million, mainly from the Dongguan Tangshang Hanlinju and Puning Tangshang Central Garden projects; however, this segment turned from a profit last year to a loss of HKD 124.7 million, with completed properties held for sale/lease accounting for 62.9% of total assets at period-end Performance of Property Development Business | Metric | 2024 (HKD) | 2023 (HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 824,000,000 | 598,900,000 | 37.6% | | Loss/Profit | (124,700,000) | 143,600,000 | -186.8% | - The increase in revenue primarily came from the Dongguan Tangshang Hanlinju and Puning Tangshang Central Garden projects, with approximately **79,000 square meters** of gross floor area delivered and recognized as revenue during the year[65](index=65&type=chunk) - As of March 31, 2024, completed properties held for sale/lease amounted to **HKD 1.959 billion**, representing **62.9%** of total assets[66](index=66&type=chunk) [Financial Services Business](index=22&type=section&id=Financial%20Services%20Business) The money lending business did not recognize interest income in FY2024, and the Group surrendered its securities, futures, and asset management licenses in November 2020 to focus on other business segments, having not yet identified suitable business opportunities - The money lending business did not recognize interest income in FY2024, and management will continue to seek new opportunities[67](index=67&type=chunk) - The Group surrendered its securities, futures, and asset management licenses in November 2020 to focus on other business segments[68](index=68&type=chunk) [Liquidity and Financial Resources](index=22&type=section&id=Liquidity%20and%20Financial%20Resources) As of March 31, 2024, the Group had no bank borrowings, maintained a net cash position, and the capital gearing ratio was not applicable; with net current assets of HKD 1.239 billion and a current ratio of 1.8, the financial position is robust, and the Group uses no financial instruments for hedging nor faces exchange rate risk - As of March 31, 2024, the Group had no bank borrowings, maintained a net cash position, and the capital gearing ratio was not applicable[69](index=69&type=chunk)[71](index=71&type=chunk) Liquidity Ratios | Metric | 2024 (HKD) | 2023 (HKD) | | :--- | :--- | :--- | | Net current assets | 1,239,300,000 | 1,417,000,000 | | Current ratio | 1.8 | 1.6 | - The majority of the Group's revenue is denominated in RMB and HKD, with no financial instruments used for hedging and no exposure to exchange rate risk[71](index=71&type=chunk) [Fundraising Activities](index=23&type=section&id=Fundraising%20Activities) The Group has historically raised capital through convertible bond issuances for money lending, general working capital, and potential acquisitions; the HKD 249.2 million convertible bonds issued in 2023 for the acquisition of Zhi Rong Holdings Limited remained outstanding and unconverted as of March 31, 2024 - The Group previously issued convertible bonds in 2018 and 2017, with proceeds used for money lending business, general working capital, and potential acquisitions, and subsequently converted into ordinary shares or used to pay acquisition consideration[72](index=72&type=chunk)[73](index=73&type=chunk)[76](index=76&type=chunk) - Convertible bonds with a total principal amount of approximately **HKD 249.2 million** were issued in 2023 for the acquisition of the entire issued share capital of Zhi Rong Holdings Limited, and as of the year ended March 31, 2024, these bonds remained outstanding and unconverted[75](index=75&type=chunk) [Pledges](index=24&type=section&id=Pledges) As of March 31, 2024, the Group had no bank borrowings, pledges, or guarantees - As of March 31, 2024, the Group had no bank borrowings, pledges, or guarantees[77](index=77&type=chunk) [Contingent Liabilities (Management Discussion and Analysis)](index=24&type=section&id=Contingent%20Liabilities%20(Management%20Discussion%20and%20Analysis)) The Management Discussion and Analysis reiterates contingent liabilities, with specific details provided in Note 14, primarily concerning guarantees granted to financial institutions on behalf of property purchasers - Details of the Group's significant contingent liabilities are set out in Note 14 to this announcement[78](index=78&type=chunk) [Remuneration Policy](index=25&type=section&id=Remuneration%20Policy) As of March 31, 2024, the Group employed 30 staff with total staff remuneration of approximately HKD 10.5 million; the remuneration policy is based on performance, experience, and industry practice, with directors' and senior management's remuneration determined by the Remuneration Committee, and the share option scheme expired on December 22, 2023 Employee and Remuneration Overview | Metric | 2024 | 2023 | Change (%) | | :--- | :--- | :--- | :--- | | Number of employees | 30 | 47 | -36.2% | | Staff remuneration (HKD) | 10,500,000 | 9,700,000 | 8.2% | - The remuneration policy is based on employee performance, experience, and industry practice, with directors' and senior management's remuneration determined by the Remuneration Committee[79](index=79&type=chunk) - The share option scheme adopted by the Company expired on December 22, 2023[79](index=79&type=chunk) [Major Investments, Acquisitions and Disposals](index=25&type=section&id=Major%20Investments,%20Acquisitions%20and%20Disposals) For the year ended March 31, 2024, the Group had no major investments held, nor any significant acquisitions or disposals of subsidiaries, associates, or joint ventures - For the year ended March 31, 2024, the Group had no major investments held, nor any significant acquisitions or disposals of subsidiaries, associates, or joint ventures[80](index=80&type=chunk) [Prospects](index=25&type=section&id=Prospects) Facing macroeconomic challenges in China's real estate market, the Group will adopt a more cautious operating strategy, enhance management efficiency, strengthen sales efforts, and actively seize marketing windows; management will continuously review business expansion, identify new projects to improve financial profitability, and strive for sustainable growth and maximized shareholder value - The Group faces macroeconomic challenges in China's real estate market and will adopt a more cautious operating strategy to enhance management efficiency[81](index=81&type=chunk) - The Group will continue to strengthen sales efforts in operations, especially in cities with incentive policies, actively raise funds, and seize marketing windows[81](index=81&type=chunk) - Management will remain prudent while being open to identifying new projects in China to enhance the Group's financial profitability and is committed to achieving sustainable growth and maximizing shareholder value[81](index=81&type=chunk)[83](index=83&type=chunk) [Other Information](index=26&type=section&id=Other%20Information) This section covers administrative and compliance information including dividend policy, share registration arrangements, securities trading, auditor's scope of work, corporate governance, and the annual general meeting; the company does not recommend a final dividend and confirms compliance with the Corporate Governance Code (except for board meeting frequency) and the Model Code for Securities Transactions by Directors [Proposed Final Dividend](index=26&type=section&id=Proposed%20Final%20Dividend) The Board does not recommend the payment of any final dividend for the year ended March 31, 2024, consistent with the prior year - The Board does not recommend the payment of any final dividend for the year ended March 31, 2024[84](index=84&type=chunk) [Closure of Register of Members](index=26&type=section&id=Closure%20of%20Register%20of%20Members) To determine eligible shareholders for the 2024 Annual General Meeting, the Company will suspend registration of share transfers from September 16 to September 20, 2024, requiring shareholders to complete transfer registration by 4:30 p.m. on September 13, 2024 - The Company will suspend registration of share transfers from September 16 to September 20, 2024, to determine eligible shareholders for the 2024 Annual General Meeting[85](index=85&type=chunk) - Shareholders wishing to attend and vote at the Annual General Meeting must complete share transfer registration by 4:30 p.m. on September 13, 2024[85](index=85&type=chunk) [Purchase, Sale or Redemption of Listed Securities](index=26&type=section&id=Purchase,%20Sale%20or%20Redemption%20of%20Listed%20Securities) For the year ended March 31, 2024, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities - For the year ended March 31, 2024, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[86](index=86&type=chunk) [Scope of Work of Auditor](index=27&type=section&id=Scope%20of%20Work%20of%20Auditor) The consolidated financial statement figures in the Group's preliminary announcement for the year ended March 31, 2024, have been agreed with the auditor, ZHONGZHENG TIANHENG CPA LIMITED, but their work does not constitute an assurance engagement, thus no assurance is provided on the preliminary announcement - The consolidated financial statement figures contained in the Group's preliminary announcement have been agreed with the auditor, ZHONGZHENG TIANHENG CPA LIMITED[88](index=88&type=chunk) - The auditor's work does not constitute an assurance engagement, and therefore no assurance is provided on the preliminary announcement[88](index=88&type=chunk) [Corporate Governance Code](index=27&type=section&id=Corporate%20Governance%20Code) The Company complied with the Corporate Governance Code in Appendix C1 of the Listing Rules during FY2024, except for Code Provision A.1.1 (requiring at least four board meetings annually), as only two regular meetings were held, though the Board believes sufficient meetings were held and senior management provides business development information periodically - The Company complied with the Corporate Governance Code in Appendix C1 of the Listing Rules during FY2024[89](index=89&type=chunk) - There was a deviation from Code Provision A.1.1, as the Board only held two regular meetings during the year, but the Board believes sufficient meetings were held, and senior management provides business development information periodically[89](index=89&type=chunk) [Compliance with Model Code for Securities Transactions by Directors](index=27&type=section&id=Compliance%20with%20Model%20Code%20for%20Securities%20Transactions%20by%20Directors) The Company has adopted the Model Code for Securities Transactions by Directors as set out in Appendix C3 of the Listing Rules, and all Directors have confirmed full compliance with its required standards during the year after specific enquiry - The Company has adopted the Model Code for Securities Transactions by Directors as set out in Appendix C3 of the Listing Rules[90](index=90&type=chunk) - All Directors have confirmed full compliance with the required standards set out in the Model Code during the year after specific enquiry[90](index=90&type=chunk) [Audit Committee](index=27&type=section&id=Audit%20Committee) The Company's Audit Committee, comprising three independent non-executive directors, has reviewed the Group's accounting principles and practices, discussed audit and financial reporting matters, and reviewed the audited financial statements for the year ended March 31, 2024 - The Audit Committee, comprising three independent non-executive directors, has reviewed the Group's accounting principles and practices and discussed audit and financial reporting matters[91](index=91&type=chunk) - The Audit Committee has reviewed the Group's audited financial statements for the year ended March 31, 2024[91](index=91&type=chunk) [Public Float](index=28&type=section&id=Public%20Float) Based on publicly available information and to the best of the Directors' knowledge, the Company has maintained the prescribed public float under the Listing Rules as of the date of this announcement - The Company has maintained the prescribed public float under the Listing Rules as of the date of this announcement[93](index=93&type=chunk) [Annual General Meeting](index=28&type=section&id=Annual%20General%20Meeting) The Company will hold its 2024 Annual General Meeting on Friday, September 20, 2024, with the relevant notice to be published and dispatched in due course as required - The Company will hold its 2024 Annual General Meeting on Friday, September 20, 2024[94](index=94&type=chunk) [Publication of Results on HKEX and Company Website](index=28&type=section&id=Publication%20of%20Results%20on%20HKEX%20and%20Company%20Website) The Company's annual report for the year ended March 31, 2024, will be dispatched to shareholders and made available on the websites of Hong Kong Exchanges and Clearing Limited and the Company in due course - The Company's annual report will be dispatched to shareholders and made available on the websites of Hong Kong Exchanges and Clearing Limited and the Company[95](index=95&type=chunk)

Financial Performance - For the six months ended 30 September 2023, the Group recorded a revenue of approximately HK$784.2 million, representing an increase of approximately 50.9% compared to HK$519.6 million for the corresponding period in 2022[4]. - The Group's profit for the same period was approximately HK$100.3 million, up from approximately HK$80.4 million in 2022, primarily due to cost control measures and revenue recognition from property development[4]. - Revenue for the six months ended September 30, 2023, increased to HK$784.2 million, up 50.9% from HK$519.6 million in the same period of 2022[110]. - Profit for the period rose to HK$100.3 million, compared to HK$80.4 million in the previous year, representing a growth of 24.7%[110]. - Basic earnings per share attributable to owners of the Company increased to HK$1.68, up from HK$1.35, reflecting a growth of 24.4%[115]. - For the six months ended September 30, 2023, profit attributable to owners of the Company was HK$57,638,448, compared to HK$34,789,284 for the same period in 2022, representing a growth of approximately 65.7%[192]. Revenue Breakdown - The property development business contributed revenue of approximately HK$763.5 million, an increase from HK$491.3 million in 2022, with a profit of approximately HK$87.6 million compared to HK$113.6 million in the previous year[9]. - Revenue from the sale of completed properties reached HK$763,538,181, up from HK$491,300,031, indicating a growth of 55.5% year-over-year[153]. - Gross rental income from property sub-leasing decreased to HK$15,196,885 from HK$21,994,500, reflecting a decline of 30.5%[153]. - The property sub-leasing and investment business recorded a revenue of approximately HK$20.7 million, down about 26.9% from HK$28.3 million in 2022, resulting in a loss of approximately HK$24.4 million[8]. Assets and Liabilities - Total assets as of September 30, 2023, were HK$3.49 billion, down from HK$4.29 billion as of March 31, 2023, a decrease of 18.6%[118]. - Total liabilities decreased to HK$2.39 billion from HK$3.25 billion, a reduction of 26.5%[122]. - Net assets increased to HK$1.11 billion, compared to HK$1.04 billion, showing a growth of 6.5%[122]. - Reportable segment assets totaled HK$3,466,864,680, compared to HK$4,269,333,407 as of March 31, 2023[160][164]. - Reportable segment liabilities as of September 30, 2023, were HK$2,203,774,303, an increase from HK$3,070,640,359 as of March 31, 2023[160][164]. Cash Flow and Financing - As of 30 September 2023, the Group had no bank borrowings, maintaining a strong liquidity position[23]. - The Group maintained a net cash position with no bank borrowings, consistent with the position as of March 31, 2023[28]. - For the six months ended September 30, 2023, the company reported a net cash outflow from operating activities of HK$129,625,686, compared to a net cash inflow of HK$358,308,723 for the same period in 2022[132]. - The net cash used in financing activities was HK$25,517,169 for the six months ended September 30, 2023, compared to HK$130,709,492 in the previous year[132]. Employee and Management - As of 30 September 2023, the Group employed a total of 34 employees, a decrease from 47 employees as of 31 March 2023[41]. - Employee remuneration for the six months ended 30 September 2023 amounted to approximately HK$5.3 million, compared to approximately HK$4.5 million for the same period in 2022, reflecting an increase of about 17.78%[41]. - The management expects to adopt a more prudent operation strategy in response to the significant changes in the real estate market, focusing on enhancing management efficiency and sales efforts[15]. Corporate Governance and Compliance - The Company complied with all Corporate Governance Code provisions, except for holding only two Board meetings instead of the required four during the reporting period[97]. - The Audit Committee reviewed the accounting principles and practices adopted by the Group, including the unaudited interim results for the six months ended 30 September 2023[103]. - The Company confirmed that all Directors complied with the Model Code for securities transactions during the reporting period[102]. Shareholder Information - As of 30 September 2023, Mr. Chen Weiwu held 1,405,848,000 shares, representing approximately 41.01% of the Company[57]. - Mr. Chen also has an interest in a controlled corporation holding 579,806,977 shares, bringing his total interest to approximately 57.92% of the issued share capital of the Company[57]. - Grand Nice International Limited holds 579,806,977 shares, accounting for approximately 16.91% of the company's shareholding as of September 30, 2023[66]. - Jiang Dingwei and Shenzhen Tangshang Industrial Group Co., Ltd. each have an interest in 585,600,000 shares, representing approximately 17.08% of the company's shareholding[66]. Investment and Acquisitions - The Group completed the acquisition of Reach Glory Holdings Limited, which holds a 70% equity interest in a property development project, enhancing its project portfolio[9]. - There were no significant investments, material acquisitions, or disposals of subsidiaries, associates, or joint ventures during the six months ended 30 September 2023[49]. - The Group aims to explore and diversify suitable investment opportunities to enhance overall earning potential and maximize shareholder value[22]. Accounting Policies and Standards - The financial statements are prepared in accordance with HKAS 34 and are presented in Hong Kong dollars (HKD)[139]. - The company continues to apply the same accounting policies as those used in the annual financial statements for the year ended March 31, 2023[148]. - The company has commenced an assessment of the potential impact of new or amended HKFRSs but has not yet determined if they will significantly affect the Group's operations and financial position[147].

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） 截至二零二三年九月三十日止六個月之 中期業績公佈 中國唐商控股有限公司（「本公司」）董事（「董事」）會（「董事會」）提呈本公司及其附屬公司 （統稱「本集團」）截至二零二三年九月三十日止六個月之未經審核中期簡明綜合業績。 簡明綜合全面收益表 截至二零二三年九月三十日止六個月 截至九月三十日止六個月 二零二三年 二零二二年 （未經審核） （未經審核） 附註 港元 港元 ...

Financial Performance - For the year ended March 31, 2023, the Group recorded revenue of approximately HK$650.8 million, representing an increase of about 153.3% compared to approximately HK$256.9 million from the previous financial year[12]. - The profit for the year ended March 31, 2023, was approximately HK$79.1 million, an increase of about 403.8% from approximately HK$15.7 million in the last financial year[12]. - The property development business in the PRC contributed revenue of approximately HK$598.9 million, compared to approximately HK$176.7 million for the last financial year, with a profit of approximately HK$143.6 million[19]. - The property sub-leasing and investment business recorded revenue of approximately HK$51.8 million, a decrease of about 35.4% from approximately HK$80.2 million in the previous year, resulting in a loss of approximately HK$10.3 million[13]. - As of March 31, 2023, total assets amounted to HK$4,289,096,000, while total liabilities were HK$3,247,574,000, resulting in total equity of HK$1,041,522,000[9]. - The significant increase in profit was primarily due to cost control measures and revenue recognition from property development[12]. Business Operations - The Group delivered approximately 56,010 sq.m. of booked gross floor area (GFA) recognized into revenue from completed property development projects[19]. - The Group acquired the total issued share capital of Reach Glory Holdings Limited, which holds a 70% equity interest in Puning Huachuangwen Industrial Development Co., Ltd., to maintain business and achieve sustainable growth[19]. - The management plans to adjust project development plans and schedules in response to changing market conditions as appropriate[19]. - No interest income was recognized in the money lending segment for the year ended March 31, 2023, with management continuing to seek new opportunities[20]. - The Group aims to achieve sustainable growth by investing in property sub-leasing and development projects in China[39]. - The Group is closely monitoring costs and continues to impose cost-cutting measures to enhance overall earning potential[39]. Market Conditions - Business activities in the PRC have gradually resumed since the relaxation of COVID-19 restrictions in November 2022, but the property market is facing enormous challenges[29]. - The Group's financial performance is highly impacted by the economic conditions in the PRC and government measures, affecting consumer confidence and spending[49]. - The Group's performance is significantly influenced by consumer confidence and spending in China and Hong Kong[52]. - The Group's operations, revenue, and profit margins are affected by the economic conditions and government measures in China[53]. - The Group has set higher requirements for future strategy planning as of March 31, 2023, to improve performance amidst uncertainties[29]. - The management is expected to remain cautious while identifying new property development projects in the PRC to enhance financial profitability[29]. Corporate Governance - The Company has a diverse board of directors with extensive experience in real estate, corporate finance, and law, enhancing its governance and strategic direction[12]. - The Company has established a remuneration committee to oversee compensation practices, ensuring alignment with shareholder interests[12]. - The independent directors bring valuable expertise in mergers and acquisitions, which may support the Company's growth strategies[12]. - The company emphasizes the importance of corporate governance and transparency in its operations, as reflected in the qualifications of its directors[133]. - The board includes professionals with backgrounds in law, finance, and corporate governance, which strengthens the company's strategic decision-making[127]. Shareholder Information - As of March 31, 2023, Mr. Chen Weiwu holds 1,405,848,000 shares, representing approximately 41.01% of the company's shareholding[147]. - Mr. Chen also has an interest in a controlled corporation with 579,806,977 shares, which adds to a total of 1,985,654,977 shares, equating to about 57.92% of the issued share capital of the company[148][149]. - As of March 31, 2023, Grand Nice International Limited holds approximately 16.91% of the company's shares, while Jiang Dingwei and Shenzhen Tangshang Industrial Group Co., Ltd. each hold approximately 17.08%[159]. - The aggregated sales from the Group's five largest customers accounted for approximately 6% of total revenue, with the largest customer contributing about 2%[180]. - The aggregate purchases from the Group's five largest suppliers accounted for approximately 16% of total purchases, with the largest supplier accounting for approximately 14%[180]. Risk Management - The Group's financial risk management details are outlined in note 42 of the consolidated financial statements[58]. - The Group's operational risk management is guided by operating procedures, authority limits, and reporting frameworks[51]. - There were no charitable donations made by the Company for the years ended March 31, 2022, and 2023[75]. Employee Development - The company provides on-the-job training and development opportunities to enhance employees' career progression and values their health and well-being[173]. Environmental and Social Responsibility - The company emphasizes environmental protection and energy conservation to enhance sustainable development and social responsibility[171]. - The company will issue a separate Environmental, Social and Governance Report as specified in the Listing Rules[172].

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） 截至二零二三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，本集團截至二零二三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 截至二零二三年三月三十一日止年度 二零二三年 二零二二年 ...