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]

MANAGEMENT DISCUSSION AND ANALYSIS [CONSOLIDATED RESULTS](index=2&type=section&id=CONSOLIDATED%20RESULTS) The Group's revenue decreased by 20.5% to HKD 24.5 million, but loss significantly narrowed to HKD 8.8 million, primarily due to disposals, cost controls, and reduced fair value losses on investment properties - Loss significantly narrowed due to the **disposal of loss-making subsidiaries**, **cost controls**, **no financial guarantee provisions**, and **reduced fair value losses on investment properties**[5](index=5&type=chunk)[8](index=8&type=chunk) Consolidated Performance Overview | Metric | Six Months Ended Sep 30, 2021 | Six Months Ended Sep 30, 2020 | Y-o-Y Change | | :--- | :--- | :--- | :--- | | **Revenue** | approx. 24.5 million HKD | approx. 30.8 million HKD | -20.5% | | **Loss for the period** | approx. 8.8 million HKD | approx. 48.1 million HKD | -81.7% | [BUSINESS REVIEW](index=3&type=section&id=BUSINESS%20REVIEW) The Group's core businesses include property sub-leasing and investment, property development, and financial services, with all revenue from property sub-leasing and investment, while financial services were largely suspended [PROPERTY SUB-LEASING AND INVESTMENT BUSINESS](index=3&type=section&id=PROPERTY%20SUB-LEASING%20AND%20INVESTMENT%20BUSINESS) As the Group's sole revenue source, this business generated HKD 24.5 million, a 19.7% decrease, but turned profitable with HKD 2 million due to reduced fair value losses Property Sub-leasing and Investment Business Performance | Metric | Six Months Ended Sep 30, 2021 | Six Months Ended Sep 30, 2020 | | :--- | :--- | :--- | | **Revenue** | approx. 24.5 million HKD | approx. 30.5 million HKD | | **Profit / (Loss)** | approx. 2 million HKD | approx. (25.3) million HKD | [PROPERTY DEVELOPMENT BUSINESS](index=3&type=section&id=PROPERTY%20DEVELOPMENT%20BUSINESS) The property development business generated no revenue, with losses expanding to HKD 5.3 million, and management plans to invest in more projects in China for sustainable growth - This business segment generated **no revenue** during the period, with losses expanding to approximately **HKD 5.3 million** (2020 corresponding period: loss of HKD 3.2 million)[12](index=12&type=chunk)[14](index=14&type=chunk) [FINANCIAL SERVICES BUSINESS](index=4&type=section&id=FINANCIAL%20SERVICES%20BUSINESS) The financial services business has contracted, with no money lending activities and the surrender of securities, futures, and asset management licenses in November 2020 to refocus resources - The Group did not engage in **money lending business** during the period and had **no corresponding interest income**[17](index=17&type=chunk)[20](index=20&type=chunk) - To concentrate resources, the Group surrendered its **securities, futures, and asset management licenses** in November 2020, exiting related businesses[18](index=18&type=chunk)[21](index=21&type=chunk) [PROSPECTS](index=4&type=section&id=PROSPECTS) Despite global economic challenges, the Group remains prudent, seeking investment opportunities to enhance profitability, leveraging its management's extensive experience and network in China's real estate sector - The Board remains prudent regarding business prospects while seeking **potential investment opportunities** to enhance the Group's financial profitability[19](index=19&type=chunk)[22](index=22&type=chunk) - The Group will leverage its experienced management team's knowledge, resources, and network in China's property development industry to drive future property sub-leasing, development, and investment projects[24](index=24&type=chunk)[25](index=25&type=chunk) [FINANCIAL REVIEW](index=5&type=section&id=FINANCIAL%20REVIEW) The Group maintains a robust financial position with total bank borrowings at HKD 270 million, a net cash position, and a current ratio of 1.5, with borrowings secured by various assets and guarantees [LIQUIDITY AND FINANCIAL RESOURCES](index=5&type=section&id=LIQUIDITY%20AND%20FINANCIAL%20RESOURCES) As of September 30, 2021, total bank borrowings were HKD 270.1 million, all short-term at 7.24% interest, with a healthy current ratio of 1.5 and no gearing ratio due to a net cash position Key Financial Ratios | Metric | Sep 30, 2021 | Mar 31, 2021 | | :--- | :--- | :--- | | **Total Bank Borrowings** | approx. 270.1 million HKD | approx. 289.5 million HKD | | **Gearing Ratio** | Not applicable (Net cash) | 31.1% | | **Current Ratio** | 1.5 | 1.6 | [FUND RAISING ACTIVITIES](index=7&type=section&id=FUND%20RAISING%20ACTIVITIES) The report details the use of proceeds from 2017 and 2018 convertible bonds, noting HKD 17.2 million from 2018, originally for money lending, was reallocated to general working capital - Of the proceeds from convertible bonds issued in 2018, **HKD 17.2 million** remains unutilized, originally for money lending, now reallocated to **general working capital** and planned for use by March 31, 2022[41](index=41&type=chunk) [CHARGES AND GUARANTEES](index=9&type=section&id=CHARGES%20AND%20GUARANTEES) As of September 30, 2021, the Group's HKD 270.1 million bank borrowings are secured by corporate and personal guarantees, subsidiary equity, and HKD 901.3 million in properties under development - The Group's bank borrowings are secured by multiple assets, primarily **properties under development** with a carrying value of **HKD 901.3 million**[49](index=49&type=chunk)[52](index=52&type=chunk) [CONTINGENT LIABILITIES](index=9&type=section&id=CONTINGENT%20LIABILITIES) The Group's contingent liabilities, primarily mortgage loan guarantees for property purchasers, significantly increased to HKD 310 million, though directors deem losses unlikely due to repossession rights - The Group has **significant contingent liabilities**; details can be found in Note 22 of this report[51](index=51&type=chunk)[53](index=53&type=chunk) [EMOLUMENT POLICY](index=10&type=section&id=EMOLUMENT%20POLICY) As of September 30, 2021, the Group employed 43 staff, with total emoluments of HKD 5.5 million, a significant decrease, and its policy includes discretionary bonuses and share option schemes Staff and Emolument Changes | Metric | Sep 30, 2021 | Mar 31, 2021 | | :--- | :--- | :--- | | **Number of Employees** | 43 | 44 | | **Total Emoluments for Six Months** | approx. 5.5 million HKD | approx. 12.3 million HKD (2020 corresponding period) | [SIGNIFICANT INVESTMENTS HELD, MATERIAL ACQUISITIONS AND DISPOSALS](index=10&type=section&id=SIGNIFICANT%20INVESTMENTS%20HELD,%20MATERIAL%20ACQUISITIONS%20AND%20DISPOSALS) The most significant corporate action was the agreement to acquire an additional 55% equity in indirect subsidiary 'Huachuang Wenzhidi,' increasing the stake to 90%, which is approved but still pending completion with an extended deadline - The Group has agreed to acquire an **additional 55% equity interest** in its subsidiary Huachuang Wenzhidi, increasing its total stake to **90%**, with consideration including cash, shares, and convertible bonds[59](index=59&type=chunk)[61](index=61&type=chunk) - This acquisition was approved by shareholders on **October 20, 2021**, but the completion date has been extended from October 31, 2021, to **December 31, 2021**[59](index=59&type=chunk)[61](index=61&type=chunk) [INTERIM DIVIDEND](index=12&type=section&id=INTERIM%20DIVIDEND) The Board resolved not to declare any interim dividend for the six months ended September 30, 2021 - No **interim dividend** was declared for the current reporting period[66](index=66&type=chunk) DIRECTORS, SHAREHOLDERS AND CORPORATE GOVERNANCE [DIRECTORS' AND CHIEF EXECUTIVES' INTERESTS](index=12&type=section&id=DIRECTORS'%20AND%20CHIEF%20EXECUTIVES'%20INTERESTS) As of September 30, 2021, Executive Director and Chairman Mr. Chan Wai Mo held approximately 59.76% of the company's issued share capital through direct and indirect interests Mr. Chan Wai Mo's Shareholding Details | Nature of Interest | Number of Shares | Percentage of Total Share Capital | | :--- | :--- | :--- | | **Beneficial Owner** | 800,000,000 | 34.65% | | **Interest in Controlled Corporation** | 579,806,977 | 25.11% | | **Total** | **1,379,806,977** | **59.76%** | [SUBSTANTIAL SHAREHOLDERS](index=14&type=section&id=SUBSTANTIAL%20SHAREHOLDERS) Grand Nice International Limited, wholly owned by Executive Director Mr. Chan Wai Mo, is a substantial shareholder holding 25.11% of the company's shares - Substantial shareholder **Grand Nice International Limited** holds **579,806,977 shares**, representing **25.11%** of the company, and is wholly owned by Chairman Mr. Chan Wai Mo[74](index=74&type=chunk)[75](index=75&type=chunk) [SHARE OPTION SCHEME](index=15&type=section&id=SHARE%20OPTION%20SCHEME) The company's 2012 share option scheme had 27,942,462 outstanding options as of September 30, 2021, representing 1.2% of issued shares, granted in 2013 with an exercise price of HKD 0.513 Unexercised Share Options | Metric | Quantity/Details | | :--- | :--- | | **Number of Unexercised Share Options** | 27,942,462 | | **Percentage of Issued Shares** | approx. 1.2% | | **Grant Date** | December 23, 2013 | | **Exercise Price** | HKD 0.513 | | **Exercise Period** | December 23, 2013 – December 22, 2023 | [CORPORATE GOVERNANCE](index=19&type=section&id=CORPORATE%20GOVERNANCE) The company largely complied with corporate governance codes, with one deviation regarding board meeting frequency, explained by executive director oversight and written resolutions, while the audit committee reviewed interim results - The company had one corporate governance deviation: **Board meetings did not meet the annual requirement of at least four times**, with only two meetings held[94](index=94&type=chunk)[96](index=96&type=chunk) - The Audit Committee, comprising **three independent non-executive directors**, has reviewed the current financial report[103](index=103&type=chunk) CONDENSED CONSOLIDATED FINANCIAL STATEMENTS [CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME](index=21&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENT%20OF%20COMPREHENSIVE%20INCOME) For the six months ended September 30, 2021, revenue decreased by 20.5% to HKD 24.54 million, while net loss significantly narrowed to HKD 8.83 million, driven by reduced fair value losses on investment properties Key Data from Consolidated Statement of Comprehensive Income | Metric (HKD) | Six Months Ended Sep 30, 2021 | Six Months Ended Sep 30, 2020 | | :--- | :--- | :--- | | **Revenue** | 24,543,234 | 30,805,336 | | **Finance Costs** | (15,971,422) | (11,854,004) | | **Loss Before Tax** | (8,453,657) | (47,943,909) | | **Loss for the period** | (8,831,953) | (48,127,953) | | **Basic Loss Per Share (HK cents)** | (0.25) | (1.99) | [CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION](index=23&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENT%20OF%20FINANCIAL%20POSITION) As of September 30, 2021, total assets increased to HKD 2.15 billion, driven by properties under development and cash, while total liabilities rose to HKD 1.59 billion, with net assets remaining stable at HKD 560 million Key Data from Statement of Financial Position | Metric (HKD) | Sep 30, 2021 | Mar 31, 2021 | | :--- | :--- | :--- | | **Total Assets** | 2,154,795,465 | 1,896,678,339 | | Of which: Properties Under Development | 901,265,292 | 770,392,961 | | **Total Liabilities** | 1,594,480,926 | 1,334,565,591 | | Of which: Bank Borrowings | 270,088,091 | 289,531,436 | | **Net Assets** | 560,314,539 | 562,112,748 | [CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY](index=25&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENT%20OF%20CHANGES%20IN%20EQUITY) As of September 30, 2021, total equity attributable to owners slightly decreased to HKD 363 million from HKD 365 million, primarily due to a HKD 5.79 million loss, partially offset by foreign exchange gains - During the period, total comprehensive income attributable to owners was **negative HKD 1.56 million**, leading to a decrease in shareholders' equity from **HKD 365 million** to **HKD 363 million**[123](index=123&type=chunk) [CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS](index=26&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENT%20OF%20CASH%20FLOWS) Operating activities generated a strong HKD 202 million net cash inflow, while investing and financing activities resulted in net outflows, leading to a significant increase in cash and cash equivalents to HKD 198 million Key Data from Cash Flow Statement | Metric (HKD) | Six Months Ended Sep 30, 2021 | Six Months Ended Sep 30, 2020 | | :--- | :--- | :--- | | **Net Cash from Operating Activities** | 201,856,071 | 60,726,064 | | **Net Cash from Investing Activities** | (3,629,061) | 11,040,180 | | **Net Cash from Financing Activities** | (61,652,278) | 2,311,885 | | **Cash and Cash Equivalents at End of Period** | 197,683,055 | 225,698,502 | NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS [NOTE 4 SEGMENT INFORMATION](index=31&type=section&id=NOTE%204%20SEGMENT%20INFORMATION) The Group's business is reorganized into three segments: property sub-leasing and investment, property development, and money lending, with all HKD 24.54 million external revenue from China's property sub-leasing and investment segment - Following business reorganization, the Group is currently divided into three operating segments: **property sub-leasing and investment, property development, and money lending**[147](index=147&type=chunk)[148](index=148&type=chunk) - During the reporting period, all revenue (**HKD 24.54 million**) was derived from **property sub-leasing and investment business in mainland China**[154](index=154&type=chunk)[179](index=179&type=chunk) - The Group terminated its **exhibition-related business and catering business** in the latter half of the year ended March 31, 2021[160](index=160&type=chunk)[162](index=162&type=chunk) [NOTE 14 PROPERTIES UNDER DEVELOPMENT](index=44&type=section&id=NOTE%2014%20PROPERTIES%20UNDER%20DEVELOPMENT) As of September 30, 2021, properties under development significantly increased to HKD 901 million from HKD 770 million, expected to be completed within one operating cycle, with capitalized borrowing costs at 7.24% Composition of Properties Under Development | Component (HKD) | Sep 30, 2021 | Mar 31, 2021 | | :--- | :--- | :--- | | **Land Costs** | 632,842,472 | 623,767,422 | | **Construction Costs** | 244,811,976 | 133,479,681 | | **Capitalized Borrowing Costs** | 23,610,844 | 13,145,858 | | **Total** | **901,265,292** | **770,392,961** | [NOTE 18 BANK BORROWINGS](index=48&type=section&id=NOTE%2018%20BANK%20BORROWINGS) As of September 30, 2021, all HKD 270 million bank borrowings are current liabilities repayable within one year, secured by properties under development, subsidiary equity, and personal/corporate guarantees at 7.24% interest - All **HKD 270 million** in bank borrowings are **current liabilities** due within one year[258](index=258&type=chunk)[259](index=259&type=chunk) - The borrowings are secured by **properties under development valued at HKD 901 million**, equity in subsidiaries, and directors' personal guarantees, among others[259](index=259&type=chunk)[260](index=260&type=chunk) [NOTE 22 CONTINGENT LIABILITIES](index=50&type=section&id=NOTE%2022%20CONTINGENT%20LIABILITIES) The Group's contingent liabilities, primarily mortgage loan guarantees for property purchasers, significantly increased to HKD 310 million, though directors deem losses unlikely due to repossession rights Changes in Contingent Liabilities | Metric (HKD) | Sep 30, 2021 | Mar 31, 2021 | | :--- | :--- | :--- | | **Guarantees for Property Purchasers** | 310,178,193 | 136,822,542 | [NOTE 25 EVENTS AFTER THE REPORTING PERIOD](index=53&type=section&id=NOTE%2025%20EVENTS%20AFTER%20THE%20REPORTING%20PERIOD) The most significant post-reporting event is the acquisition of an additional 55% equity in subsidiary Huachuang Wenzhidi, approved by shareholders but with an extended deadline for completion due to pending conditions - After the reporting period, the significant acquisition to increase the equity interest in subsidiary **Huachuang Wenzhidi to 90%** is still ongoing, with the final deadline extended[288](index=288&type=chunk)[289](index=289&type=chunk)

[Five-Year Financial Summary](index=5&type=section&id=Five%20Years%20Financial%20Summary) The company's losses fluctuated over five years; FY2021 saw significant increases in total assets, liabilities, and equity from new property development [Five-Year Financial Summary](index=5&type=section&id=Five%20Years%20Financial%20Summary) The company's losses fluctuated over five years; FY2021 saw significant increases in total assets, liabilities, and equity from new property development Five-Year Performance Summary (As of March 31) | Metric | 2021 (HKD Thousands) | 2020 (HKD Thousands) | 2019 (HKD Thousands) | 2018 (HKD Thousands) | 2017 (HKD Thousands) | | :--- | :--- | :--- | :--- | :--- | :--- | | **Loss Attributable to Owners of the Company** | (13,347) | (37,309) | (18,871) | (11,058) | (89,855) | Five-Year Assets and Liabilities Summary (As of March 31) | Metric | 2021 (HKD Thousands) | 2020 (HKD Thousands) | 2019 (HKD Thousands) | 2018 (HKD Thousands) | 2017 (HKD Thousands) | | :--- | :--- | :--- | :--- | :--- | :--- | | **Total Assets** | 1,896,678 | 559,255 | 337,114 | 314,233 | 408,093 | | **Total Liabilities** | (1,334,566) | (430,493) | (245,158) | (212,913) | (273,709) | | **Total Equity** | 562,113 | 128,762 | 91,956 | 101,320 | 134,384 | [Management Discussion and Analysis](index=6&type=section&id=Management%20Discussion%20and%20Analysis) [Financial Review](index=6&type=section&id=Financial%20Review) FY2021 revenue fell 27.7% to HKD 56.7 million; annual loss expanded 41% to HKD 47.6 million, mainly from fair value losses and financial guarantee provisions FY2021 Consolidated Results | Metric | FY2021 (HKD Millions) | FY2020 (HKD Millions) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | **Revenue** | 56.7 | 78.4 | -27.7% | | **Loss for the Year** | 47.6 | 33.7 | +41.0% | - Key reasons for the significant increase in loss include: - Fair value loss on investment properties of approximately **HKD 56 million**[17](index=17&type=chunk)[19](index=19&type=chunk) - Provision for financial guarantees of approximately **HKD 22.9 million**[17](index=17&type=chunk)[19](index=19&type=chunk) [Business Review](index=6&type=section&id=Business%20Review) Group business segments showed mixed performance; exhibition business was sold, property sub-leasing turned to loss, property development was acquired, and financial services scaled back [Exhibition-related Business](index=6&type=section&id=Exhibition-related%20business) COVID-19 severely impacted exhibition business, with revenue plummeting 95.9% to HKD 0.5 million, leading to its disposal to mitigate losses Exhibition-related Business Performance | Metric | FY2021 (HKD Millions) | FY2020 (HKD Millions) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | **Revenue** | 0.5 | 12.3 | -95.9% | | **Segment Loss** | 0.7 | 2.9 | -75.9% | [Property Sub-leasing and Investment Business](index=7&type=section&id=Property%20sub-leasing%20and%20investment%20business) Revenue for this segment decreased 14.2% to HKD 56.2 million, turning from profit to a HKD 0.3 million loss, mainly due to fair value losses on investment properties Property Sub-leasing and Investment Business Performance | Metric | FY2021 (HKD Millions) | FY2020 (HKD Millions) | Change | | :--- | :--- | :--- | :--- | | **Revenue** | 56.2 | 65.5 | -14.2% | | **Segment (Loss)/Profit** | (0.3) | 11.0 | Turned from Profit to Loss | [Property Development Business](index=7&type=section&id=Property%20development%20business) The company entered property development via Peak Wisdom acquisition; this segment recorded a HKD 11 million loss with no revenue, as management plans further China investments - Entry into property development business was achieved through the acquisition of Peak Wisdom Investment Limited for a total consideration of **HKD 36.7 million** in cash and **800 million** company shares[23](index=23&type=chunk)[25](index=25&type=chunk) - This business segment recorded a loss of **HKD 11 million** for the year, with no revenue recognized[23](index=23&type=chunk)[25](index=25&type=chunk) [Financial Services Business](index=7&type=section&id=Financial%20Services%20Business) Financial services performed weakly with no money lending interest income; the Group surrendered licenses in November 2020 to focus on core businesses - The money lending business recognized no interest income this year, compared to **HKD 0.6 million** in the prior year[27](index=27&type=chunk)[28](index=28&type=chunk) - The Group surrendered Type 1, 2, 4, and 9 licenses to the SFC in November 2020, exiting the securities, futures, and asset management businesses[31](index=31&type=chunk)[34](index=34&type=chunk) [Outlook](index=8&type=section&id=Outlook) Despite COVID-19, management is cautiously optimistic about China's economy, focusing on property development, sub-leasing, and investment for sustainable growth - The Group remains cautious about business prospects, seeking potential investment opportunities under China's pandemic prevention policies to enhance profitability[32](index=32&type=chunk)[35](index=35&type=chunk) - The company expects to leverage its experienced management team and resource network in China's real estate development sector to drive future growth in property development, sub-leasing, and investment projects in China[33](index=33&type=chunk)[36](index=36&type=chunk) - The Group will continue to consolidate and adjust its businesses, striving for sustainable growth and exploring diversified investment opportunities to enhance overall profitability potential[38](index=38&type=chunk)[39](index=39&type=chunk) [Directors' Report](index=10&type=section&id=Directors%27%20Report) [Principal Activities and Business Review](index=10&type=section&id=Principal%20Activities%20and%20Business%20Review) As an investment holding company, the Group's principal activities include exhibition, property sub-leasing, property development, and money lending, aiming for sustainable growth via China investments and cost control - The Group's principal activities include: (i) exhibition-related business; (ii) property sub-leasing and investment business; (iii) property development; and (iv) money lending business[43](index=43&type=chunk)[49](index=49&type=chunk) - The Group's growth strategies are: (i) investing in more property sub-leasing and investment projects in China; (ii) venturing into property development business for diversification; and (iii) closely monitoring and reducing costs[45](index=45&type=chunk)[51](index=51&type=chunk) [Principal Risks and Uncertainties](index=10&type=section&id=Principal%20Risks%20and%20Uncertainties) The Group faces business risks from changing consumer preferences, market risks tied to China's economy, operational risks from internal/external events, and financial/legal risks - Business risks: Exhibition, property sub-leasing and investment, and property development businesses are affected by changes in consumer perceptions, preferences, and tastes in China and Hong Kong[55](index=55&type=chunk)[59](index=59&type=chunk) - Market risks: Property sub-leasing, investment, and development businesses are primarily conducted in China and are significantly influenced by China's economy and government measures[56](index=56&type=chunk)[60](index=60&type=chunk) - Operational risks: Risks of losses due to inadequate internal processes, people, systems, or external events are managed by the Group through operating procedures and reporting frameworks[57](index=57&type=chunk)[61](index=61&type=chunk)[62](index=62&type=chunk) [Results and Appropriations](index=12&type=section&id=Results%20and%20Appropriations) The Board does not recommend any dividend for FY2021, aiming 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, 2021 (2020: nil)[65](index=65&type=chunk) [Share Option Scheme](index=14&type=section&id=Share%20Option%20Scheme) The 2012 share option scheme, designed to incentivize talent, had 27,942,462 outstanding options (1.2% of shares) as of March 31, 2021, and expires in August 2022 - As of March 31, 2021, the maximum number of shares issuable under all outstanding share options was **27,942,462**, representing approximately **1.2%** of the issued shares on the reporting date[77](index=77&type=chunk)[80](index=80&type=chunk) - The share option scheme became effective on August 30, 2012, for a period of **10 years**[85](index=85&type=chunk) [Directors, Senior Management, and Interests](index=17&type=section&id=Directors%2C%20Senior%20Management%2C%20and%20Interests) The report details director and senior management biographies; Chairman Mr. Chan Wai Mo is the controlling shareholder, holding approximately 59.76% of company shares as of March 31, 2021 Directors' Long Positions in the Company's Shares (As of March 31, 2021) | Name of Director | Nature of Interest | Number of Shares Held | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | **Mr. Chan Wai Mo** | Beneficial Owner | 800,000,000 | 34.65% | | | Interest in Controlled Corporation | 579,806,977 | 25.11% | | **Total** | | **1,379,806,977** | **59.76%** | [Substantial Shareholders](index=26&type=section&id=Substantial%20Shareholders) Aside from Director Mr. Chan Wai Mo, his wholly-owned Grand Nice International Limited is the only other substantial shareholder, holding 25.11% of company shares Substantial Shareholders' Shareholding (As of March 31, 2021) | Name of Shareholder | Nature of Interest | Number of Shares Held | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Grand Nice International Limited | Beneficial Owner | 579,806,977 | 25.11% | [Connected Transactions](index=30&type=section&id=Connected%20Transactions) The Group engaged in significant connected transactions, including property leases with BTIT (controlled by Chairman Chan) and acquiring Peak Wisdom from Mr. Chan, entering China's property development market - The Group, as lessee, entered into multiple lease agreements with Beijing Tianan Kexin Property Co., Ltd. (BTIT), indirectly wholly owned by Chairman Mr. Chan Wai Mo, with lease terms ranging from **10 to 16 years**[185](index=185&type=chunk)[191](index=191&type=chunk)[193](index=193&type=chunk) - For the year ended March 31, 2021, the total rent paid or payable by the Group under these lease agreements was **RMB 13,791,000**[196](index=196&type=chunk) - The Group entered into an agreement with Director Mr. Chan Wai Mo to acquire the entire share capital of Peak Wisdom Investment Limited and its subsidiaries for approximately **HKD 36.72 million** in cash and the issuance of **800 million** consideration shares, thereby entering the property development business in China[196](index=196&type=chunk) [Financial Review (Directors' Report)](index=35&type=section&id=Financial%20Review%20%28Directors%27%20Report%29) This fiscal year saw significant changes: total assets increased substantially from property development acquisition, total liabilities rose sharply, yet liquidity improved and financial health remains sound [Assets Review](index=35&type=section&id=Assets%20Review) As of March 31, 2021, current assets grew 320.4% due to HKD 770 million in properties under development; non-current assets also rose from investment properties and finance lease receivables - Current assets increased by **HKD 1.01 billion** (+**320.4%**) year-on-year, primarily due to a **HKD 770 million** increase in properties under development from an acquisition[207](index=207&type=chunk) - Non-current assets increased, mainly due to a **HKD 101 million** (+**55.0%**) rise in investment properties and a **HKD 219 million** (+**385.8%**) increase in finance lease receivables[209](index=209&type=chunk)[210](index=210&type=chunk) [Liabilities Review](index=36&type=section&id=Liabilities%20Review) Current liabilities surged 219.9% to HKD 836 million, primarily due to a HKD 434 million increase in contract liabilities and new bank borrowings for Dongguan property development - Current liabilities increased by **HKD 575 million** (+**219.9%**) year-on-year, mainly due to a **HKD 434 million** (+**40,890.7%**) increase in contract liabilities and an increase in bank borrowings[211](index=211&type=chunk) [Liquidity, Financial Resources, and Capital Structure](index=36&type=section&id=Liquidity%2C%20Financial%20Resources%2C%20and%20Capital%20Structure) As of March 31, 2021, total bank borrowings were HKD 290 million; gearing ratio slightly rose to 31.1%, but current ratio improved to 1.6, and net current assets significantly increased to HKD 493 million Financial Ratios | Metric | March 31, 2021 | March 31, 2020 | | :--- | :--- | :--- | | **Gearing Ratio** | 31.1% | 28.1% | | **Current Ratio** | 1.6 | 1.2 | | **Net Current Assets** | HKD 492.8 million | HKD 54.7 million | Maturity Profile of Bank and Other Borrowings | Term | 2021 (HKD Millions) | 2020 (HKD Millions) | | :--- | :--- | :--- | | Within One Year | 289.5 | 67.0 | | Over One Year | — | 25.5 | | **Total** | **289.5** | **92.5** | [Significant Investments, Acquisitions and Disposals](index=41&type=section&id=Significant%20Investments%2C%20Acquisitions%20and%20Disposals) The most significant capital activity was acquiring Peak Wisdom Investment Limited from Chairman Chan, marking the Group's entry into China's property development business, alongside disposing of Zonghua Elite Culture Development Co., Ltd. - The Group acquired Peak Wisdom Investment Limited, indirectly holding a **35%** equity interest in Dongguan Huachuang Wenzhi Land Co., Ltd., commencing its property development business in China[231](index=231&type=chunk) - The Group disposed of Zonghua Elite Culture Development Co., Ltd. and its subsidiaries, which primarily engaged in sub-leasing business in Nanjing, China[234](index=234&type=chunk) [Corporate Governance Report](index=46&type=section&id=Corporate%20Governance%20Report) [The Board and Committees](index=47&type=section&id=The%20Board%20and%20Committees) The Board, with two executive and three independent non-executive directors, leads and monitors the company, supported by Audit, Remuneration, and Nomination Committees, ensuring effective oversight and compliance with governance codes - The Board comprises **five** directors, including **two** executive directors and **three** independent non-executive directors, meeting the requirement for independent non-executive directors to constitute over one-third of the Board[260](index=260&type=chunk) - The company has established Audit, Remuneration, and Nomination Committees, all chaired by independent non-executive directors with clearly defined written terms of reference[300](index=300&type=chunk)[308](index=308&type=chunk)[317](index=317&type=chunk) - During the reporting period, the company complied with all code provisions of Appendix 14 to the Listing Rules, "Corporate Governance Code"[250](index=250&type=chunk) [Risk Management and Internal Control](index=62&type=section&id=Risk%20Management%20and%20Internal%20Control) The Board is responsible for sound risk management and internal control systems, assessed by independent consultants and deemed effective and adequate after review by the Board and Audit Committee - The Board confirms its overall responsibility for maintaining sound and effective risk management and internal control systems[354](index=354&type=chunk)[357](index=357&type=chunk) - The company engaged independent professional consultants to conduct an independent assessment of the risk management and internal control systems, finding no material deficiencies[367](index=367&type=chunk)[370](index=370&type=chunk) - The Board, with the concurrence of the Audit Committee, considers the Group's risk management and internal control systems to be effective and adequate[370](index=370&type=chunk)[372](index=372&type=chunk) [Accountability, Audit, and Shareholder Relations](index=61&type=section&id=Accountability%2C%20Audit%2C%20and%20Shareholder%20Relations) This section clarifies director and auditor responsibilities, emphasizing transparent communication with shareholders; FY2021 audit fees were HKD 1.55 million, non-audit fees HKD 0.7 million FY2021 Auditor's Remuneration | Service Type | Amount (HKD) | | :--- | :--- | | **Audit Services** | 1,550,000 | | **Non-Audit Services** | 700,000 | - The company is committed to maintaining high transparency and communicates with shareholders through annual reports, interim reports, and annual general meetings[383](index=383&type=chunk)[386](index=386&type=chunk) [Independent Auditor's Report](index=71&type=section&id=Independent%20Auditor%27s%20Report) [Auditor's Opinion](index=71&type=section&id=Auditor%27s%20Opinion) Independent auditor BDO Limited issued an unqualified opinion, affirming the consolidated financial statements fairly present the Group's financial position, performance, and cash flows, complying with Hong Kong Companies Ordinance disclosure - The auditor believes that the consolidated financial statements fairly present the Group's financial position, performance, and cash flows in accordance with Hong Kong Financial Reporting Standards[416](index=416&type=chunk)[417](index=417&type=chunk) [Key Audit Matters](index=72&type=section&id=Key%20Audit%20Matters) The sole key audit matter is "Assessment of Net Realizable Value of Properties Under Development," critical due to its significant amount (HKD 770 million, 41% of total assets) and reliance on management's estimates - The key audit matter is the assessment of the net realizable value of properties under development[422](index=422&type=chunk)[423](index=423&type=chunk) - The significance of this matter lies in the substantial amount of properties under development, totaling **HKD 770,392,961**, representing approximately **41%** of total assets, with its valuation relying on management's significant estimates of future selling prices and construction costs[425](index=425&type=chunk)[426](index=426&type=chunk) [Consolidated Financial Statements](index=78&type=section&id=Consolidated%20Financial%20Statements) [Consolidated Statement of Comprehensive Income](index=78&type=section&id=Consolidated%20Statement%20of%20Comprehensive%20Income) For FY2021, total loss expanded to HKD 47.6 million, but HKD 53.6 million in other comprehensive income, mainly from exchange differences, significantly narrowed the loss attributable to owners to HKD 13.3 million Summary of Consolidated Statement of Comprehensive Income | Metric (HKD) | 2021 | 2020 (Restated) | | :--- | :--- | :--- | | **Revenue** | 56,158,591 | 66,081,448 | | **Loss for the Year** | (47,630,620) | (33,663,399) | | **Other Comprehensive Income for the Year** | 53,589,371 | (5,943,253) | | **Total Comprehensive Income for the Year** | 5,958,751 | (39,606,652) | | **Loss for the Year Attributable to Owners of the Company** | (13,347,485) | (37,308,877) | | **Basic Loss Per Share (HK cents)** | (0.67) | (3.46) | [Consolidated Statement of Financial Position](index=80&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2021, total assets increased to HKD 1.897 billion due to new properties under development; total liabilities rose to HKD 1.335 billion from increased contract liabilities and bank borrowings, with total equity growing to HKD 562 million Summary of Consolidated Statement of Financial Position | Metric (HKD) | March 31, 2021 | March 31, 2020 | | :--- | :--- | :--- | | **Total Non-Current Assets** | 567,746,632 | 243,147,027 | | **Total Current Assets** | 1,328,931,707 | 316,107,474 | | **Total Assets** | **1,896,678,339** | **559,254,501** | | **Total Current Liabilities** | 836,172,979 | 261,365,793 | | **Total Non-Current Liabilities** | 498,392,612 | 169,127,174 | | **Total Liabilities** | **1,334,565,591** | **430,492,967** | | **Total Equity** | **562,112,748** | **128,761,534** | [Consolidated Statement of Cash Flows](index=84&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) This fiscal year saw net cash outflows of HKD 31.2 million from operations and HKD 237 million from investing, offset by HKD 175 million net inflow from financing, resulting in a HKD 92.9 million decrease in cash and cash equivalents Summary of Consolidated Statement of Cash Flows | Metric (HKD) | 2021 | 2020 | | :--- | :--- | :--- | | **Net Cash (Used in)/Generated from Operating Activities** | (31,175,990) | 14,098,377 | | **Net Cash Used in Investing Activities** | (236,505,733) | (5,412,307) | | **Net Cash Generated from Financing Activities** | 174,794,008 | 22,092,942 | | **(Decrease)/Increase in Cash and Cash Equivalents** | (92,887,715) | 30,779,012 | | **Cash and Cash Equivalents at End of Year** | 61,590,019 | 150,430,813 | [Notes to the Consolidated Financial Statements](index=86&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) This section provides detailed explanations, accounting policies, key estimates, judgments, and supplementary information crucial for understanding the financial statement data [Segment Reporting (Note 6)](index=156&type=section&id=Segment%20Reporting%20%28Note%206%29) Continuing operations are segmented into property sub-leasing, property development, and money lending; property sub-leasing contributed most revenue but a slight loss, while new property development recorded a HKD 11 million loss without revenue FY2021 Segment Results of Continuing Operations (Before Income Tax Expense) | Business Segment | External Revenue (HKD) | Segment (Loss)/Profit (HKD) | | :--- | :--- | :--- | | **Property Sub-leasing and Investment** | 56,158,591 | (330,609) | | **Property Development** | - | (11,018,074) | | **Money Lending Business** | - | (239,344) | | **Subtotal** | **56,158,591** | **(11,588,027)** |

中 國 唐 商 控 股 有 限 公 司 CHINA TANGSHANG HOLDINGS LIMITED (於百慕達註冊成立之有限公司) (股份代號：00674) 中 期 報 告 2020 中國唐商控股有限公司 CHINA TANGSHANG HOLDINGS LIMITED Group's operations. | --- | --- | |-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- ...

中 國 唐 商 控 股 有 限 公 司 CHINA TANGSHANG HOLDINGS LIMITED ( 於 百 慕 達 註 冊 成 立 之 有 限 公 司 ) (股份代號：00674) 年 報 2020 目 錄 Contents Pages 頁次 | --- | --- | |------------------------------------------------|------------------| | | | | Corporate Information | 公司資料 | | Five Years Financial Summary | 五年財務摘要 | | Management Discussion and Analysis | 管理層討論及分析 | | Directors' Report | 董事會報告書 | | Corporate Governance Report | 企業管治報告 | | Independent Auditor's Report | 獨立核數師報告 | | Consolidated Statement of Comprehensive Income | 綜合全面 ...

中 國 唐 商 控 股 有 限 公 司 CHINA TANGSHANG HOLDINGS LIMITED ( 於 百 慕 達 註 冊 成 立 之 有 限 公 司 ) (股份代號：00674) 中 期 報 告 2019 中國唐商控股有限公司 CHINA TANGSHANG HOLDINGS LIMITED The board (the "Board") of directors (the "Directors") of China Tangshang Holdings Limited (the "Company") is pleased to announce the unaudited interim condensed consolidated results of the Company and its subsidiaries (collectively referred to as the "Group") for the six months ended 30 September 2019. The consolidated statement of comprehensive income, th ...

中 國 唐 商 控 股 有 限 公 司 CHINA TANGSHANG HOLDINGS LIMITED ( 於 百 慕 達 註 冊 成 立 之 有 限 公 司 ) (股份代號：00674) 年 報 2019 目 錄 CONTENTS Pages 頁次 2 4 5 8 35 59 66 69 72 73 75 | --- | --- | |------------------------------------------------|------------------| | | | | | | | Corporate Information | 公司資料 | | Five Years Financial Summary | 五年財務摘要 | | Management Discussion and Analysis | 管理層討論及分析 | | Directors' Report | 董事會報告書 | | Corporate Governance Report | 企業管治報告 | | Independent Auditor's Report | 獨立核數師報告 | | Consolidated State ...