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 ...

Financial Performance - For the six months ended 30 September 2022, the Group recorded a revenue of approximately HK$519.6 million, representing an increase of approximately 2020.8% compared to HK$24.5 million for the same period in 2021[7]. - The Group achieved a profit of approximately HK$80.4 million, a significant turnaround from a loss of approximately HK$8.8 million in the corresponding period of 2021[7]. - Revenue for the six months ended 30 September 2022 was HK$519,648,997, a significant increase from HK$24,543,234 in the same period of 2021, representing a growth of approximately 2011%[112]. - Profit for the period was HK$80,423,676, compared to a loss of HK$8,831,953 in the previous year, indicating a turnaround in performance[112]. - Total comprehensive income for the period was HK$18,656,898, compared to a loss of HK$1,798,209 in the same period of 2021[116]. - The company reported a basic earnings per share of 1.35 HK cents for the period, a recovery from a loss of 0.25 HK cents per share in the previous year[116]. Property Development - The property development business contributed revenue of approximately HK$491.3 million during the period, with a profit of approximately HK$113.6 million, compared to a loss of approximately HK$5.3 million in 2021[13]. - The increase in property development revenue was attributed to the delivery of approximately 27,377.5 square meters of booked gross floor area during the period[13]. - Revenue from the sale of completed properties amounted to HK$491,300,031 for the six months ended 30 September 2022, compared to HK$0 for the same period in 2021[185]. Financial Position - As of September 30, 2022, the Group had no bank borrowings, compared to approximately HK$99.2 million as of March 31, 2021[29]. - The Group's net current assets as of September 30, 2022, were approximately HK$510.8 million, a decrease from approximately HK$531.2 million as of March 31, 2022[33]. - The current ratio improved to 2.3 as of September 30, 2022, compared to 1.6 as of March 31, 2022[33]. - Total assets as of 30 September 2022 were HK$1,392,817,922, down from HK$1,958,318,658 as of 31 March 2022[121]. - Total liabilities decreased to HK$821,444,208 from HK$1,357,946,403, reflecting improved financial health[125]. - Net assets as of 30 September 2022 were HK$571,373,714, a decrease from HK$600,372,255 as of 31 March 2022[125]. Investment and Acquisitions - The Company announced an acquisition of 55% equity interest in Dongguan Huachuangwen Land Limited for a total consideration of approximately HK$165.12 million, which includes cash of RMB40 million (approximately HK$48 million), shares valued at HK$90 million, and convertible bonds of HK$27.12 million[52]. - The acquisition was completed on July 6, 2022, with the company holding a 90% equity interest in Huachuangwen Land[62]. - The company acquired subsidiaries with a total cost of HK$144,066,137 during the period[161]. Shareholder Information - As of September 30, 2022, Mr. Chen Weiwu held 871,848,000 shares, representing approximately 30.12% of the company[64]. - Mr. Chen, through Grand Nice International Limited, is deemed to have an aggregate interest in 1,451,654,977 shares, approximately 50.15% of the issued share capital as of September 30, 2022[69]. - As of September 30, 2022, Grand Nice holds 579,806,977 shares, representing approximately 20.03% of the company's shareholding[78]. - Jiang Dingwei, through controlled corporations, holds 585,600,000 shares, accounting for approximately 20.23% of the company's shareholding[78]. Corporate Governance - The Company complied with all Corporate Governance Code provisions during the six months ended September 30, 2022, except for holding only two Board meetings instead of the required four[98]. - All Directors confirmed compliance with the Model Code for securities transactions during the six months ended September 30, 2022[104]. - The audit committee reviewed the unaudited interim results for the six months ended September 30, 2022, along with accounting principles and practices adopted by the Group[107]. Cash Flow and Financing - Cash generated from operating activities was HK$360,475,316, an increase from HK$212,118,942 in the prior year, indicating a growth of approximately 70%[168]. - The net cash used in financing activities was HK$130,709,492, compared to HK$61,866,003 in the prior year, indicating a higher reliance on financing[168]. - Cash and cash equivalents at the end of the period stood at HK$281,056,483, up from HK$197,683,055 a year earlier, representing an increase of approximately 42%[168]. Segment Information - The company operates primarily in three segments: property sub-leasing and investment, property development, and money lending[196]. - External revenue from property sub-leasing and investment business was HK$28,348,966, while property development business generated HK$491,300,031[197]. - Reportable segment profit before income tax amounted to HK$114,587,453, with property development contributing HK$113,616,907[197].

Financial Performance - For the year ended March 31, 2022, the Group recorded revenue of approximately HK$256.9 million, representing an increase of about 357.4% compared to approximately HK$56.2 million from continuing operations in the previous financial year[28] - The profit for the year ended March 31, 2022, was approximately HK$15.7 million, a significant improvement from a loss of approximately HK$47.6 million in the previous year, representing a decrease in loss of about 132.9%[28] - The property sub-leasing and investment business segment recorded revenue of approximately HK$80.2 million, an increase of about 42.8% compared to approximately HK$56.2 million in the previous financial year[30] - The profit from the property sub-leasing and investment business segment for the year ended March 31, 2022, was approximately HK$15.4 million, compared to a loss of approximately HK$0.3 million in the previous year[30] - The significant increase in profit was attributed to the completion of the disposal of loss-making subsidiaries, cost control measures, and a decrease in fair value loss on investment properties[28] - Total assets as of March 31, 2022, were HK$1,958.3 million, while total liabilities were HK$1,357.9 million[24] - Total equity as of March 31, 2022, was HK$600.4 million, an increase from HK$562.1 million in the previous year[24] - The Group did not make any provision for financial guarantees during the year, contributing to the improved financial performance[28] - The decrease in fair value loss on investment properties during the year ended March 31, 2022, positively impacted the Group's financial results[28] - The Board considers the fair value loss on investment properties as non-cash items, which do not affect the cash flow of the Group's operations[29] Property Development - The property development business in the PRC contributed revenue of approximately HK$176.7 million for the year ended 31 March 2022, compared to Nil in 2021, with a segment profit of approximately HK$20.5 million, reversing a loss of approximately HK$11.0 million in 2021[35] - Approximately 9,672.1 sq.m. of booked gross floor area (GFA) was delivered and recognized into revenue during the year, attributed to the completed property development project Tangshang Hanlin Mansion in Dongguan[35] - The Group's management expects part of the remaining GFA to be recognized in the next financial year, indicating ongoing business expansion plans[35] - The Board anticipates maintaining a cautious approach while remaining open to identifying new property development projects in the PRC to strengthen financial profitability in the coming years[45] - The company is focused on expanding its real estate development projects in the Beijing Economic and Technological Development Area[97] Business Strategy and Operations - The Group's performance improved despite macroeconomic challenges from the COVID-19 pandemic, with measures implemented to lower costs and enhance performance[45] - The management team possesses significant knowledge and resources in the PRC real estate development industry, which is expected to facilitate future growth[46] - The Group is committed to achieving sustainable growth while exploring and diversifying suitable investment opportunities to enhance overall earning potential[46] - The Group aims to achieve sustainable growth by investing in more property sub-leasing and investment projects in China, diversifying its business, and implementing cost-cutting measures[58] - The financial performance of the Group is influenced by consumer spending patterns in China and Hong Kong, particularly in property-related sectors[60] - The Group's operations and profit margins are significantly affected by the economic conditions in the PRC and government measures[61] Corporate Governance and Management - The company has a strong board of directors with diverse backgrounds in law, finance, and real estate development[108] - The board of directors includes members with significant academic qualifications and professional certifications in their respective fields[110] - The company aims to leverage its management team's extensive experience to enhance its market position and drive future growth[110] - Mr. Lin Yu Cheng was appointed as Chief Financial Officer on August 20, 2020, bringing extensive experience in property development, accounting, management, and investment operations[127] - Ms. Kwong Oi Man Patty was appointed as Company Secretary on March 31, 2021, and has over 13 years of experience in auditing, accounting, and company secretarial practice[133] Shareholder Information - As of March 31, 2022, Mr. Chen Weiwu holds 800,000,000 shares, representing approximately 34.65% of the company's shareholding[157] - Mr. Chen also has an interest in 579,806,977 shares through Grand Nice International Limited, accounting for about 25.11% of the company's shareholding[171] - The total interest of Mr. Chen in the company amounts to 1,379,806,977 shares, which is approximately 59.76% of the issued share capital as of March 31, 2022[159] - The maximum number of ordinary shares that may be issued upon exercise of all outstanding options under the Share Option Scheme was 27,942,462 shares as of 31 March 2022, representing approximately 1.2% of the issued shares[87] Environmental and Social Responsibility - The Group emphasizes environmental protection and energy conservation, achieving significant accomplishments in environmental management[185] - The Company will issue a separate Environmental, Social and Governance Report as per the Listing Rules[186] - The Group is committed to being people-oriented and enhancing employee career progression through on-the-job training and development opportunities[187] - The Company values the health and well-being of its staff, providing medical insurance benefits[187] - The Group's focus on sustainable development includes collaboration with business partners to provide high-quality products and services[187] - The Company has established a management system to promote energy conservation and environmental protection[188]