超大現代農業（控股）有限公司 (於開曼群島註冊成立之有限公司) (股份代號: 682) 年度報告 2024/2025 目錄 | 公司資料 | 2 | | --- | --- | | 主席報告 | 4 | | 管理層討論與分析 | 6 | | 企業管治報告 | 9 | | 環境、社會及管治報告 | 22 | | 董事及高級行政人員簡介 | 56 | | 董事會報告 | 59 | | 獨立核數師報告 | 71 | | 綜合損益及其他全面收益表 | 76 | | 綜合財務狀況表 | 78 | | 綜合權益變動表 | 80 | | 綜合現金流量表 | 81 | | 綜合財務報表附註 | 83 | | 五年財務概要 | 140 | 公司資料 董事會 執行董事 郭浩先生 （主席） 況巧先生 非執行董事 葉志明先生 獨立非執行董事 馮志堅先生 譚政豪先生 李英女士 審核委員會 譚政豪先生 （主席） 馮志堅先生 李英女士 薪酬委員會 馮志堅先生 （主席） 譚政豪先生 況巧先生 提名委員會 馮志堅先生 （主席） 郭浩先生 況巧先生 譚政豪先生 李英女士 授權代表 郭浩先生 葉志明先生 公司秘書 楊文哲先生 2024 / 202 ...

股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年9月30日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 超大現代農業(控股)有限公司 呈交日期: 2025年10月2日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 00682 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 50,000,000,000 | HKD | | 0.01 | HKD | | 500,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 50,000,000,000 | HKD | | 0.01 | HKD | | 500,000,000 | 本 ...

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告之內容概不負 責，對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部 或任何部分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。 截至二零二五年六月三十日止財政年度之 全年業績公告 業績 綜合損益及其他全面收益表 截至二零二五年六月三十日止年度 | | 附註 | 二零二五年 | 二零二四年 | | --- | --- | --- | --- | | | | 人民幣千元 | 人民幣千元 | | 收益 | 3 | 63,360 | 74,467 | | 銷售成本 | | (44,155) | (50,441) | | 毛利 | | 19,205 | 24,026 | | 其他收入 | 4 | 14,220 | 14,520 | | 其他淨收益或虧損 | 5 | 313 | (2,077) | | 銷售及分銷開支 | | (9,066) | (9,482) | | 一般及行政開支 | | (39,192) | (40,319) | | 經營虧損 | | (14,520) | (13,332) | | 融資成本 | 7(a) | (179 ...

格隆汇9月18日丨超大现代(00682.HK)宣布，公司董事会会议将于2025年9月30日(星期二)举行，藉以(其 中包括)批准与发布公司及其附属公司截至2025年6月30日止的全年业绩。 ...

香港交易及結算所有限公司與香港聯合交易所有限公司對本公告之內容概不負 責，對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全 部或任何部分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。 香港，二零二五年九月十八日 於本公告日，本公司董事為： 董事會會議召開日期 超大現代農業(控股)有限公司(「本公司」)董事會(「董事會」)宣佈，本公司董 事會會議將於二零二五年九月三十日(星期二)舉行，藉以(其中包括)批准與發佈 本公司及其附屬公司截至二零二五年六月三十日止之全年業績。 承董事會命 超大現代農業(控股)有限公司 公司秘書 楊文哲 執行董事 : 郭浩先生及況巧先生 非執行董事 : 葉志明先生 獨立非執行董事 : 馮志堅先生、譚政豪先生及李英女士 ...

股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年8月31日 狀態: 新提交 FF301 II. 已發行股份及/或庫存股份變動 致：香港交易及結算所有限公司 公司名稱: 超大現代農業(控股)有限公司 呈交日期: 2025年9月1日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 00682 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 50,000,000,000 | HKD | | 0.01 | HKD | | 500,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 50,000,000,000 | HKD | | 0.01 | ...

股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年7月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 超大現代農業(控股)有限公司 呈交日期: 2025年8月1日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 00682 | 說明 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 50,000,000,000 | HKD | | 0.01 HKD | | 500,000,000 | | 增加 / 減少 (-) | | | | | | HKD | | | | 本月底結存 | | | 50,000,000,000 | HKD | | 0.01 HKD | | 500,000,000 | 本月底法定/註冊股本總額： HKD 50 ...

Financial Performance - Revenue for the six months ended December 31, 2024, was RMB 33,687,000, a decrease of 14.3% compared to RMB 39,385,000 in 2023[5] - Gross profit for the same period was RMB 11,970,000, down from RMB 12,329,000, reflecting a gross margin of 35.5%[5] - Operating loss increased to RMB 7,237,000 from RMB 4,619,000, indicating a deterioration in operational efficiency[5] - Net loss for the period was RMB 7,330,000, compared to a net loss of RMB 4,983,000 in the previous year[5] - The company reported a loss of RMB 7,020 thousand for the six months ended December 31, 2024, compared to a loss of RMB 5,939 thousand for the same period in 2023, indicating an increase in losses of approximately 18.2%[14] - The company’s total comprehensive expenses for the six months ended December 31, 2024, amounted to RMB 7,916 thousand, compared to RMB 6,880 thousand for the same period in 2023, representing an increase of about 15%[14] - The company reported a pre-tax loss of approximately RMB 7,020,000 for the six months ended December 31, 2024, compared to a loss of RMB 5,939,000 for the same period in 2023, indicating an increase in losses of about 18.2%[32][33] - Operating loss for the period was RMB 7 million, compared to a loss of RMB 5 million in the previous year[46] Cash Flow and Assets - Cash generated from operating activities was RMB 627,000, an increase from RMB 249,000 in 2023[12] - Total assets decreased to RMB 193,192,000 from RMB 201,915,000, indicating a decline in asset base[9] - Cash and cash equivalents at the end of the period were RMB 87,559,000, a decrease from RMB 89,322,000[12] - The total equity of the group was RMB 192 million as of December 31, 2024, down from RMB 200 million on June 30, 2024[50] - The company held cash and cash equivalents of RMB 104 million as of December 31, 2024, slightly down from RMB 106 million on June 30, 2024[50] - The net book value of property, plant, and equipment decreased to RMB 24,650,000 as of December 31, 2024, from RMB 25,933,000 as of June 30, 2024, indicating a decline of approximately 4.9%[34] - Trade receivables aged analysis showed a total of RMB 13,442,000 as of December 31, 2024, down from RMB 15,743,000 as of June 30, 2024, reflecting a decrease of about 14.6%[40] Equity and Share Capital - Total equity as of December 31, 2024, was RMB 191,937,000, down from RMB 199,741,000[10] - The company’s total equity attributable to owners decreased from RMB 205,970 thousand as of June 30, 2023, to RMB 199,090 thousand as of December 31, 2024, reflecting a decline of approximately 3.4%[14] - The company’s share capital remained unchanged at RMB 333,149 thousand as of December 31, 2024[14] - As of December 31, 2024, the company had issued ordinary shares totaling 164,779,124 shares[62] Customer and Revenue Concentration - Revenue from agricultural product sales is recognized at the point of transfer of control to customers, with over 90% of the company's revenue coming from crop sales[19][21] - Major customers contributing over 10% of total revenue include Customer C with RMB 9,309 thousand and Customer D with RMB 4,080 thousand for the six months ended December 31, 2024[24] - The company’s revenue from external customers is predominantly located in Hong Kong, accounting for over 90% of total revenue[22] Operational Efficiency - Employee costs, including director remuneration, decreased to RMB 7,335,000 for the six months ended December 31, 2024, down from RMB 7,834,000 in the same period of 2023, reflecting a reduction of approximately 6.4%[27] - The cost of sold inventory was RMB 21,717,000 for the six months ended December 31, 2024, compared to RMB 27,056,000 in the previous year, representing a decrease of about 19.7%[28] - Depreciation expenses for property, plant, and equipment amounted to RMB 1,300,000 for the six months ended December 31, 2024, down from RMB 1,559,000 in the previous year, a decrease of about 16.6%[28] Corporate Governance - The company has complied with the Corporate Governance Code, except for the separation of roles between the Chairman and CEO, which is currently held by the same individual[82] - The audit committee, consisting of independent non-executive directors, has reviewed the interim financial report[81] - The company has confirmed that all directors have complied with the standards set out in the Securities Transactions Code during the six months ending December 31, 2024[86] - The company believes that good corporate governance is essential for maintaining shareholder value and long-term returns[82] - The company will continue to review its corporate governance policies to ensure they align with the interests of the company and its shareholders[84] Future Plans and Strategies - The company plans to focus on digital construction in agricultural production and promote its self-developed smart farm management system[49] - The company aims to align its new business model with national policies to address issues in agricultural production and sales[49] Stock Options and Shareholder Information - The company has granted stock options under the 2015 stock option plan, with a total of 12,061,500 shares adjusted and an exercise price of HKD 3.74[74] - The stock options granted to directors and key executives have a total of 2,000,000 options remaining for one participant, with 100,000 options unexercised[75] - The exercise period for the stock options extends until July 12, 2026, with an exercise price of HKD 0.187[75] - The total number of stock options granted under the share option scheme is 241,230,000, with an exercise price adjusted to HKD 3.74[77] Changes in Management - Professor Lin Shunquan resigned as an independent non-executive director effective November 16, 2024[69] - The company has appointed Li Ying as a member of the audit committee and nomination committee effective November 16, 2024[85]

Financial Performance - The company's revenue for the six months ended December 31, 2024, was RMB 33,687,000, a decrease of 14.3% compared to RMB 39,385,000 for the same period in 2023[4] - Gross profit for the same period was RMB 11,970,000, down 2.9% from RMB 12,329,000 in 2023[4] - Operating loss increased to RMB 7,237,000 from RMB 4,619,000 year-over-year, reflecting a deterioration in operational performance[4] - The net loss for the period was RMB 7,330,000, compared to a net loss of RMB 4,983,000 in the previous year, indicating a significant increase in losses[4] - The group reported a pre-tax loss of RMB 7,020,000 for the six months ended December 31, 2024, compared to a loss of RMB 5,939,000 for the same period in 2023[26] - Other income decreased by approximately 28% to RMB 5 million, while selling and distribution expenses rose from RMB 4 million to RMB 5 million[35] Assets and Equity - Total assets decreased to RMB 193,192,000 from RMB 201,915,000 as of June 30, 2024, showing a decline in asset value[5] - The company's cash and bank balances were RMB 104,093,000, slightly down from RMB 105,983,000 as of June 30, 2024[5] - The equity attributable to the owners of the company was RMB 184,829,000, down from RMB 192,745,000, indicating a reduction in shareholder equity[5] - The group’s total assets as of December 31, 2024, included RMB 493,718,000 in right-of-use assets[30] - The total equity of the group was RMB 192 million, with a debt-to-equity ratio of zero, indicating no bank loans or long-term debts[39] Operational Details - The company is primarily engaged in the sale of agricultural products, with revenue recognized at the point of transfer of control to customers[12] - Total employee costs for the six months ended December 31, 2024, were RMB 7,335,000, a decrease from RMB 7,834,000 in the same period in 2023[20] - The group's depreciation expense for property, plant, and equipment was RMB 1,300,000 for the six months ended December 31, 2024, down from RMB 1,559,000 in the same period in 2023[21] - The group leases various offices for operations, with lease terms ranging from 2 to 3 years[31] Customer Contributions - Customer A contributed RMB 3,406,000 and Customer C contributed RMB 9,309,000 to total revenue for the six months ended December 31, 2024, compared to RMB 5,056,000 and RMB 4,713,000 respectively for the same period in 2023[17] - Over 90% of the group's revenue from external customers is located in Hong Kong[15] - More than 90% of the group's non-current assets are primarily from China[16] Governance and Compliance - The financial results are unaudited and have been reviewed by the company's auditor, indicating a level of oversight in the reporting process[8] - The company has complied with the corporate governance code, except for the combined roles of the Chairman and CEO, which the board believes is effective under the current leadership[45] - The audit committee consists entirely of independent non-executive directors, ensuring compliance with listing rules and possessing relevant financial expertise[47] - The audit committee has reviewed the interim financial report, indicating ongoing oversight of financial performance[48] - All directors confirmed compliance with the standards of conduct for securities trading during the six months ending December 31, 2024[50] Future Plans - The group plans to focus on digital construction in agricultural production and promote its self-developed smart farm management system[37] - The group aims to address issues in agricultural production and sales through a new operating model that enhances information flow and market access[37] - The group will closely monitor industry trends and allocate resources to seize growth opportunities when market conditions improve[37] Shareholder Actions - The company proposed a share consolidation and capital reduction effective December 27, 2024, and a further split effective February 6, 2025[42] - The company plans a share consolidation of 20 existing shares into 1 new share with a par value of HKD 2.00, followed by a capital reduction to reduce the par value to HKD 0.01 per share[44] - The capital reduction will eliminate any fractional shares resulting from the consolidation and will reduce the company's accumulated losses[44] Dividends - The group did not recommend any interim dividend for the six months ended December 31, 2024, consistent with the previous year[24] Share Performance - The company reported a basic and diluted loss per share of RMB 0.04, consistent with the previous year[4] - The average number of ordinary shares outstanding for calculating basic and diluted loss per share was approximately 164,779,100 for both periods[26]

Financial Performance - The company reported revenue of RMB 74 million for the fiscal year, a decrease of approximately 15% from RMB 88 million in the previous fiscal year[8]. - Gross profit for the fiscal year was RMB 24 million, with a gross margin of 32%, down from RMB 26 million in the previous year[8]. - Operating loss for the fiscal year was RMB 10 million, compared to a loss of RMB 4 million in the previous year[8]. - The loss attributable to shareholders was RMB 14 million, an increase from RMB 6 million in the previous year[8]. - Revenue for the year ended June 30, 2024, was RMB 74,467,000, a decrease of 15.3% from RMB 87,858,000 in 2023[162]. - Gross profit for the same period was RMB 24,026,000, down from RMB 25,970,000, reflecting a decline of 7.5%[162]. - Operating loss increased to RMB 13,332,000 compared to RMB 3,652,000 in the previous year, indicating a significant deterioration in operational performance[162]. - The net loss for the year was RMB 13,920,000, compared to a loss of RMB 4,311,000 in 2023, representing an increase of 223.5%[163]. - Total assets decreased to RMB 201,915,000 from RMB 210,094,000, a decline of 3.8% year-over-year[164]. - Cash and cash equivalents were RMB 105,983,000, down from RMB 109,031,000, a decrease of 2.0%[164]. - The company reported a basic and diluted loss per share of RMB 0.005, compared to RMB 0.002 in the previous year[163]. - Total comprehensive loss for the year was RMB 6,363,000, compared to a loss of RMB 16,785,000 in the previous year, representing an improvement of approximately 62%[169]. Operational Strategy - The company is focusing on enhancing its operational strategies and exploring profitable investment opportunities to create long-term sustainable value for shareholders[7]. - The company plans to maintain a cautious approach in its business operations while continuously reassessing and redesigning its development strategies[7]. - The company is focusing on digital construction in agricultural production and promoting its self-developed smart farm management system[11]. - The company plans to participate in local government agricultural big data platform construction to support its new business model[11]. - The company aims to enhance its environmental, social, and governance performance as a core part of its business strategy[46]. - The new business model aims to address issues in agricultural production and sales, leveraging modern internet technology and big data to connect small farmers with modern agriculture[51]. Governance and Board Structure - The board consists of seven members, including one female director, reflecting a commitment to diversity[29]. - The chairman and CEO roles are currently held by the same individual, Mr. Guo, who has extensive agricultural knowledge and expertise[25]. - The remuneration committee is composed of three members, including two independent non-executive directors and one executive director[26]. - The company has adopted a board diversity policy, ensuring a balance of skills, experience, and perspectives among board members[22]. - The board's governance practices include regular reviews to maintain a balance of power and authority[25]. - The board confirmed its responsibility for overseeing the group's risk management and internal control systems, with the audit committee reviewing these systems at least annually[34]. Risk Management and Compliance - The group has established a formal risk assessment system, identifying potential risks annually based on their likelihood and impact on business operations[35]. - The internal audit department, led by the internal audit manager, is responsible for independently reviewing the group's major business operations and reporting to the audit committee[36]. - The board expects to review the risk management and internal control systems annually, with no significant risks identified for the fiscal year ending June 30, 2024[37]. - The company emphasizes its commitment to sustainable development and has set targets to improve greenhouse gas emissions, waste management, energy management, and water management in alignment with China's carbon neutrality goals[46]. - The company has established effective management policies and monitoring systems for ESG matters, ensuring compliance with reporting guidelines[54]. Employee and Labor Practices - The company employed 97 staff members as of June 30, 2024, down from 107 in 2023[15]. - The employee turnover rate for the fiscal year is approximately 11%, with a breakdown of 13% for male employees and 10% for female employees[82]. - The company has not recorded any work-related fatalities or serious injuries in the past three years, indicating a strong commitment to employee health and safety[83]. - The company adheres to various labor laws and regulations, ensuring the protection of employee rights and benefits, including mandatory retirement contributions for employees in Fuzhou and Hong Kong[78]. - A competitive compensation system is in place, which includes basic salary, performance pay, and various bonuses, with annual evaluations to adjust salaries based on macroeconomic factors[77]. - The company emphasizes equal opportunity and anti-discrimination policies in recruitment, ensuring fair treatment regardless of various personal factors[80]. Environmental Impact and Sustainability - The company emphasizes green development and innovation to improve the quality and supply level of agricultural products[9]. - The company has identified 20 significant environmental, social, and governance (ESG) issues through internal surveys and stakeholder assessments, which will guide its ESG strategy and reporting focus[54]. - The total greenhouse gas emissions intensity is targeted to decrease by 2% by 2024 compared to 2021, with a further 2% reduction aimed by 2030[57]. - The total harmless waste intensity is also set to decrease by 2% by 2024 compared to 2021, with a similar target for 2030[57]. - Energy consumption intensity is expected to reduce by 2% by 2024 compared to 2021, with a further 2% reduction by 2030[57]. - Water consumption intensity is projected to decrease by 2% by 2024 compared to 2021, with an additional 2% reduction targeted for 2030[57]. Community Engagement and Social Responsibility - The company donated approximately HKD 1,060,000 to the Yau Wah Cultural Charity Foundation during the reporting period[102]. - The company has established a "Super Large Love Foundation" to support employees in need, focusing on those with special difficulties[103]. - The company actively encourages employees to participate in social welfare activities to enhance their sense of social responsibility[104]. - The company has established various reward and funding programs, such as scholarships, to encourage students from underprivileged backgrounds to pursue careers in ecological agriculture[102]. Financial Position and Equity - The total equity of the company as of June 30, 2024, was RMB 200 million, down from RMB 209 million in 2023[12]. - The company maintained a current ratio of 4 times as of June 30, 2024, consistent with the previous year[12]. - The company has no outstanding bank loans or long-term debts as of June 30, 2024, resulting in a debt-to-equity ratio of zero[12]. - The company reported a reserve of RMB 743,756,000 as of June 30, 2024, down from RMB 771,220,000 in 2023[124]. - The company did not recommend any dividend distribution for the fiscal year ending June 30, 2024, consistent with the previous year[124].