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 就 因 本 公 告 全 部或任何部分內容而產生或因依賴該等內容而引致之任何損失承擔任何責任。 董事會會議通告 建發新勝漿紙有限公司（「本公司」）董 事（「董 事」）會（「董事會」）謹 此 公 佈，董 事 會 將於二零二五年八月二十七日（星 期 三）舉 行 會 議，藉 以（其 中 包 括）考慮及批准 本公司及其附屬公司截至二零二五年六月三十日止六個月之未經審核中期業 績 及 其 刊 發，以 及 考 慮 派 付 中 期 股 息（如 有）。 承董事會命 建發新勝漿紙有限公司 執行董事 黃田勝先生 C&D Newin Paper & Pulp Corporation Limited 建發新勝漿紙有限公司 * （於 百 慕 達 註 冊 成 立 之 有 限 公 司） （股 份 代 號：731） 香 港，二 零 二 五 年 八 月 十 五 日 於 本 公 告 日 期，董 事 會 成 員 包 括 兩 名 執 行 董 事 黃 田 勝 先 生 及 林 儒 卿 ...

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 就 因 本 公 告 全 部或任何部份內容而產生或因依賴該等內容而引致之任何損失承擔任何責任。 – 1 – 由 於 本 公 司 仍 在 落 實 其 於 截 至 二 零 二 五 年 六 月 三 十 日 止 六 個 月 之 中 期 業 績， 於 本 公 告 日 期，本 公 告 所 載 資 料 僅 基 於 對 管 理 賬 目 作 出 的 初 步 審 閱 及 評 估 以 及 董 事 會 目 前 可 得 的 其 他 資 料，其 未 經 本 公 司 核 數 師 審 閱、確 認 或 審 核，亦 未 經 本 公 司 審 核 委 員 會 審 閱，並 可 能 須 作 出 調 整 及 最 終 確 定。根 據 上 市 規 則，本 集團截至二零二五年六月三十日止六個月之未經審核中期業績目前訂於二零 二 五 年 八 月 二 十 七 日 公 佈。 本 公 司 股 東 及 潛 在 投 資 者 於 買 賣 本 公 司 證 券 時 務 請 審 慎 行 事。 C&D Newin ...

截至月份: 2025年7月31日 狀態: 新提交 FF301 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 致：香港交易及結算所有限公司 公司名稱: 建發新勝漿紙有限公司 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) | 00731 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 2,000,000,000 | HKD | | 0.05 | HKD | | 100,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 2,000,000,000 | HKD | | 0.05 | HKD | | 100,000,000 | | ...

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 就 因 本 公 告 全 部或任何部分內容而產生或因依賴該等內容而引致之任何損失承擔任何責任。 有關截至二零二四年十二月三十一日止年度 之年度報告之補充公告 茲提述建發新勝漿紙有限公司（「本公司」）截至二零二四年十二月三十一日止 年度之年度報告（「二零二四年年報」）。除 文 義 另 有 所 指 外，本 公 告 所 用 詞 彙 與 二 零 二 四 年 年 報 所 界 定 者 具 相 同 涵 義。 除 二 零 二 四 年 年 報 所 披 露 的 資 料 外，本 公 司 董 事 會（「董事會」）謹此向本公司股 東 及 潛 在 投 資 者 提 供 以 下 補 充 資 料。 購股權計劃 於 截 至 二 零 二 四 年 十 二 月 三 十 一 日 止 財 政 年 度 年 初 及 年 末，根 據 購 股 權 計 劃 可 予授出的購股權總數均為114,107,582股 股 份，佔 本 公 司 於 二 零 一 五 年 九 月 十 八 日採納購股權計劃之日已發行 ...

Group 1 - The stock price of XD Hunan Hai (600731) closed at 7.0 yuan on July 4, 2025, down 0.85% with a turnover rate of 2.18% and a trading volume of 121,900 hands, amounting to 85.75 million yuan [1] - The latest financial results for Hunan Haili show total operating revenue of 431 million yuan for Q1 2025, a year-on-year increase of 25.44%, and a net profit attributable to shareholders of 56.61 million yuan, up 483.78% year-on-year [1] - The company has a current ratio of 4.110, a quick ratio of 3.233, and a debt-to-asset ratio of 25.74% [1] Group 2 - Hunan Haili Chemical Co., Ltd. was established in 1994 and is located in Changsha, primarily engaged in the manufacturing of chemical raw materials and products [2] - The company has made investments in 16 enterprises and participated in 230 bidding projects, holding 13 trademark registrations and 66 patents, along with 11 administrative licenses [2]

Financial Performance - The company reported a revenue of approximately HKD 1,372.1 million for the fiscal year ending December 31, 2023, compared to HKD 1,044.4 million for the nine months ending December 31, 2022, representing a year-over-year increase of 31.3%[14]. - The operating loss for the fiscal year was HKD 108.1 million, an improvement from a loss of HKD 138.5 million in the previous year[7]. - The gross loss for the year was approximately HKD 20.1 million, a decrease from HKD 54.8 million for the nine months ending December 31, 2022, indicating improved cost management[15]. - The basic and diluted loss per share for the fiscal year was HKD 0.091, compared to HKD 0.107 in the previous year, showing a slight improvement[7]. - The group recorded an annual loss of approximately HKD 128.8 million, compared to a loss of HKD 150.9 million for the nine months ended December 31, 2022[19]. Assets and Liabilities - The company’s non-current assets were valued at HKD 916.5 million as of December 31, 2023, down from HKD 993.1 million in the previous year[7]. - Current assets decreased to HKD 256.5 million from HKD 323.9 million year-over-year[7]. - The company’s total liabilities decreased from HKD 1,001.2 million in 2022 to HKD 993.5 million in 2023, reflecting a focus on cost control[7]. - Bank loans and other borrowings as of December 31, 2023, were approximately HKD 565.9 million, an increase of about 20.6% from HKD 469.3 million as of December 31, 2022[21]. - The debt-to-equity ratio as of December 31, 2023, was 75.0%, up from 59.1% as of December 31, 2022[23]. - The current ratio as of December 31, 2023, was 0.70, slightly down from 0.71 as of December 31, 2022[24]. Market Strategy and Operations - The company plans to actively explore new markets and customers while improving internal cost efficiency as a key strategy for 2024[10]. - The average unit selling price of the company’s main paper products declined due to a sluggish macroeconomic environment, impacting overall profitability[15]. - The company aims to align its operations with national energy strategies and carbon neutrality goals to enhance operational efficiency[10]. - The company plans to enhance production capacity to 500,000 tons per year by upgrading capacity, energy-saving strategies, and optimizing processes in response to expected growth in the paper industry[38]. Management and Governance - The company appointed Mr. Lin Ruqing as an executive director on September 27, 2023, bringing 16 years of business and management experience[43]. - Mr. Huang Tiansheng, the CEO, has over 20 years of experience in supply chain management within the paper industry and was promoted to General Manager of the paper business in March 2024[44]. - The company reported a significant management change with Mr. Zhang Xiaohui becoming the General Manager in 2023, overseeing overall management and operations[46]. - The company has a strong governance structure with independent directors providing oversight and independent advice to the board[54]. - The management team has a diverse background in finance, management, and operations, enhancing the company's strategic capabilities[55]. - The company is focused on expanding its market presence and enhancing operational efficiency through experienced leadership[46]. Corporate Governance - The company has adopted the corporate governance code as per the listing rules, ensuring compliance and transparency[69]. - The board is committed to maintaining strict corporate governance standards, which are crucial for long-term success and shareholder protection[69]. - The company has a strong focus on improving corporate governance practices to align with legal and professional standards[69]. - The board consists of seven directors, including two executive directors, two non-executive directors, and three independent non-executive directors[73]. - The board has approved the group's overall strategy and policies during the year ending December 31, 2023[86]. - The company has received written annual confirmations regarding the independence of all independent non-executive directors[76]. - The company has insurance for directors and senior officers to protect against legal actions arising from company activities, reviewed annually[80]. - The company has established a whistleblowing policy allowing employees and external parties to report misconduct confidentially[117]. Diversity and Inclusion - The company aims to achieve at least one female director on the board by December 31, 2024, targeting a minimum of 20% female representation[104]. - As of December 31, 2023, the gender ratio among employees, including senior management, was approximately 23.1 males to 10 females, indicating a need for improved gender balance[104]. - The company recognizes the importance of diversity at the employee level and aims for a more balanced gender ratio in future years[104]. Shareholder Communication - The company emphasizes the importance of transparency and timely disclosure of information to shareholders and investors[130]. - The company held its annual general meeting on May 22, 2023, where directors and external auditors were present to address shareholder inquiries[130]. - The company has established a website for public access to announcements, financial information, and other relevant data[130]. - The company has a platform for shareholders to propose resolutions at the annual general meeting[137]. Related Party Transactions - Independent non-executive directors confirmed that the ongoing related party transactions are conducted in the ordinary course of business and on fair and reasonable terms[200]. - The company has not entered into any significant contracts with its controlling shareholder during the fiscal year ending December 31, 2023[194].

Financial Performance - For the nine months ended December 31, 2022, the company reported total revenue of approximately HKD 1,044.4 million, a decrease from HKD 1,229.5 million in the previous year[10]. - The company experienced a net loss of approximately HKD 150.9 million, compared to a profit of HKD 471.8 million in the previous year, primarily due to pressures in the domestic paper industry and a weak overall sales market[16]. - Total production during the period was approximately 270,000 tons, reflecting the challenges faced in the packaging paper sector[16]. - Revenue from manufacturing and sales of paper products for the period was approximately HKD 1,044.4 million, down from HKD 1,229.5 million for the year ended March 31, 2022[21]. - Cost of sales for the period was approximately HKD 1,099.2 million, resulting in a gross loss of approximately HKD 54.8 million, compared to a gross profit of HKD 97.1 million for the year ended March 31, 2022[22]. - The company recorded a loss from continuing operations of approximately HKD 150.9 million for the period, compared to a profit of approximately HKD 472.5 million for the year ended March 31, 2022[29]. - The company’s basic and diluted loss per share for the period was HKD (10.7 cents), compared to earnings of HKD 138.1 cents in the previous year[10]. Assets and Liabilities - The company's non-current assets decreased to HKD 993.1 million from HKD 1,096.3 million, while current assets fell to HKD 323.9 million from HKD 480.5 million[10]. - The company's current liabilities were reduced to HKD 459.3 million from HKD 829.3 million, indicating improved liquidity management[10]. - Shareholders' equity decreased to HKD 315.8 million from HKD 508.9 million, reflecting the impact of the net loss on the company's financial position[10]. - Bank loans and other borrowings increased by approximately 49.0% to HKD 469.3 million as of December 31, 2022, compared to HKD 315.0 million as of March 31, 2022[30]. - The company's debt-to-equity ratio was 59.1% as of December 31, 2022, up from 37.8% as of March 31, 2022[34]. - The current ratio improved to 0.71 times as of December 31, 2022, compared to 0.58 times as of March 31, 2022[35]. Operational Strategy - The company plans to enhance operational efficiency and explore new business growth points in response to ongoing market challenges[13]. - The company aims to align with national energy strategies and carbon neutrality goals to seek long-term development opportunities[13]. - The company is actively developing new products and exploring new processes to reduce energy consumption and production costs[17]. - The company aims to increase the proportion of direct sales customers and expand its market presence in southern Yangtze River Basin, Beijing, and Tianjin[17]. - The company is committed to becoming a green enterprise and enhancing its market recognition through increased market share[17]. Employee and Governance - As of December 31, 2022, the total number of employees (excluding directors) was 830, with employee costs (excluding directors' remuneration) amounting to approximately HKD 66.3 million, a decrease from HKD 68.0 million for the year ended March 31, 2022[37]. - The board has approved a new strategy focusing on sustainability, aiming for a 30% reduction in carbon emissions by 2025[58]. - The board consists of nine directors, including three executive directors, three non-executive directors, and three independent non-executive directors[83]. - The company has adopted the corporate governance code as per the listing rules, ensuring compliance with governance standards[79]. - The board has established three committees: Audit Committee, Remuneration Committee, and Nomination Committee, to oversee specific aspects of the company's affairs[80]. Risk Management - The company is exposed to credit risk, which could adversely affect its business and financial condition due to significant delays or defaults in customer payments[41]. - To mitigate credit risk, the management has established a team to determine credit limits and approvals based on careful assessments of customer financial conditions[43]. - The company monitors and maintains cash and cash equivalents to manage liquidity risk, ensuring sufficient levels to support operations and reduce cash flow volatility[45]. - The company is closely monitoring foreign exchange risks, primarily dealing in RMB and HKD, and will hedge against such risks when necessary[47]. Future Outlook - For the fiscal year 2023, the company is optimistic about economic recovery in China and plans to enhance profitability through new product development and market expansion in regions like the Yangtze River Basin, Beijing, and Tianjin[48]. - The company has outlined a positive outlook for the upcoming fiscal year, projecting a revenue growth of 20% driven by new product launches and market expansion strategies[58]. - New product development initiatives are underway, focusing on innovative paper products that are expected to capture a larger market share[58]. - The company is exploring market expansion opportunities in Southeast Asia, aiming to increase its footprint in the region by 25% over the next two years[58]. Shareholder Information - The company has adopted a dividend policy but has no predetermined payout ratio and has resolved not to declare any final dividend for the nine months ended December 31, 2022[157]. - For the nine months ended December 31, 2022, the company’s sales to its top five customers accounted for approximately 52.9% of total revenue, with the largest customer contributing about 16.9%[163]. - The company sourced approximately 40.3% of its total purchases from its top five suppliers, with the largest supplier accounting for about 13.3%[163]. - As of December 31, 2022, the company had issued share capital of 1,414,600,832 shares[168]. - Mr. Li Shengfeng holds a controlling interest in the company with 990,220,583 shares, representing 70.00% of the total shares[185].

Financial Performance - The company's revenue from continuing operations increased from approximately HKD 268 million to approximately HKD 722 million for the six months ended September 30, 2022, due to the resumption of operations by its wholly-owned subsidiary, Yuantong Paper (Shandong) Co., Ltd. starting August 1, 2021[19]. - The gross loss from continuing operations for the six months ended September 30, 2022, was approximately HKD 10 million, compared to a gross profit of approximately HKD 24 million for the same period in 2021[20]. - The loss from continuing operations for the six months ended September 30, 2022, was approximately HKD 70 million, a significant decline from a profit of approximately HKD 437 million in the same period of 2021[21]. - The company reported revenue of HKD 722,184,000 for the six months ended September 30, 2022, compared to HKD 268,069,000 for the same period in 2021, representing a significant increase[65]. - The cost of sales for the same period was HKD 732,100,000, resulting in a gross loss of HKD 9,916,000, compared to a gross profit of HKD 23,739,000 in the previous year[65]. - The operating loss for the period was HKD 62,391,000, a decline from an operating profit of HKD 437,347,000 in the prior year[65]. - The net loss attributable to the company for the period was HKD 69,990,000, compared to a profit of HKD 165,116,000 in the same period last year[70]. - The company reported a basic loss per share of HKD 0.049 for the period, compared to earnings per share of HKD 1.447 in the previous year[80]. - The company reported a net cash inflow from financing activities of HKD 67,815,000, down from HKD 301,857,000 in the previous year, reflecting a decrease of about 78%[111]. - The company incurred a loss of HKD 40,390,000 during the period, indicating ongoing financial challenges[113]. Cash Flow and Liquidity - As of September 30, 2022, the company's bank and cash balance was approximately HKD 77 million, with a net debt-to-equity ratio of 71.2%[22]. - The current ratio (current assets divided by current liabilities) improved to 0.95 times as of September 30, 2022, compared to 0.58 times on March 31, 2022[23]. - The total cash and cash equivalents at the end of the period were HKD 76,578,000, compared to HKD 187,894,000 at the end of the previous year, indicating a decrease of approximately 59%[111]. - The company's current liabilities exceeded its current assets by approximately HKD 20,872,000 as of September 30, 2022, raising significant doubts about its ability to continue as a going concern[114]. - The company has entered into an unsecured revolving loan agreement with a maximum principal amount of RMB 100,000,000, which is expected to provide sufficient working capital for the next twelve months[114]. Employee and Management - As of September 30, 2022, the group had a total of 820 employees, a decrease from 842 employees as of September 30, 2021[29]. - Employee costs (excluding directors' remuneration) for the six months ended September 30, 2022, amounted to approximately HKD 38 million, representing an increase of about 72.7% compared to HKD 22 million for the same period in 2021[29]. - The increase in employee costs was primarily due to the consolidation of Far East Pulp's employee costs for six months compared to two months in the previous year[29]. - The total remuneration for directors and key management personnel for the six months ended September 30, 2022, was HKD 660,000, a significant decrease from HKD 3,888,000 in the previous year[199]. - The company has been actively training employees at different levels as needed[30]. Corporate Governance and Compliance - The board confirmed compliance with the corporate governance code throughout the reporting period[61]. - The company has established an audit committee to oversee financial reporting and internal controls[58]. - There were no significant changes in the information of directors and senior management that required disclosure under the listing rules[33]. - The company is committed to addressing all audit issues raised by auditors to comply with the listing rules and restore its trading status[117]. Share Capital and Ownership - As of September 30, 2022, the company had issued a total of 1,414,600,832 shares[36]. - Mr. Li Shengfeng held 990,220,583 shares, representing approximately 70.00% of the company's equity[34]. - NCD Investment Holding Limited holds 990,220,583 shares, representing 70.00% of the company's equity[41]. - Strong Determine Limited owns 179,862,142 shares, accounting for 12.71% of the company's equity[41]. - Quinselle Holdings Limited, fully owned by former executive Li Chengren, holds 73,059,817 shares, which is 5.16% of the company's equity[46]. - The company issued 240,482,142 shares to Strong Determine Limited on January 26, 2022, as part of a restructuring plan[45]. - The company has not granted, exercised, canceled, or allowed any stock options to remain unexercised since the adoption of the stock option plan in September 2015[47]. - The maximum number of shares that can be issued under the stock option plan is capped at 10% of the company's issued share capital at the time of adoption[52]. - The stock option plan will remain effective until September 17, 2025[57]. - The exercise price for stock options will be determined by the board and cannot be lower than the highest of the closing price on the grant date or the average closing price over the five trading days preceding the grant date[55]. - The company has a structured ownership with significant control by NCD and its subsidiaries, indicating a concentrated ownership structure[44]. Operational Challenges and Strategies - The company is facing significant operational pressure due to high energy costs and the impact of COVID-19 on domestic market demand and packaging paper prices[16]. - The company plans to strengthen internal management and optimize cost structures to mitigate the impact of rising raw material costs and enhance product mix and equipment upgrades[17]. - The company is committed to sustainable development and is advancing management and technological innovations to enhance its risk resistance capabilities[16]. Restructuring and Bankruptcy - The company completed a capital restructuring, reducing the par value of each existing share from HKD 0.10 to HKD 0.005, resulting in a total capital reduction of approximately HKD 161 million[124]. - Investors subscribed for 990,220,583 new shares at a subscription price of HKD 0.121056 per share, raising a total of HKD 119.87 million for restructuring costs and debt settlement[126]. - The company established two special purpose companies for restructuring, one in Hong Kong and another in China, to facilitate the bankruptcy reorganization of a subsidiary[127]. - The company is in the process of completing the bankruptcy reorganization plan for its subsidiary, which includes a loan of at least RMB 80 million from Shandong Bairun for operational expenses[128]. - The company plans to issue approximately 240,482,142 new shares to creditors, representing about 17% of the issued share capital post-restructuring[1]. - The company lost control over Yuantong Paper Industry as of December 31, 2020, following a bankruptcy application accepted by the court[1]. - The restructuring plan for Yuantong Paper Industry was approved by the court on October 28, 2021[1]. - The company retains control over the assets of Yuantong Paper Industry, including the right to sell its assets[1]. - The management agreement allows for the operation of Yuantong Paper Industry under a joint venture, with a 55% stake held by Xiamen Jianfa Paper Industry[1]. - The bankruptcy restructuring plan for Yuantong Paper Industry was approved by creditors and the Shandong court on July 29 and July 31, 2021, respectively[142]. - A total of RMB 4,960,533.58 was paid in cash to settle four creditor priority claims, which takes precedence over other unsecured claims totaling RMB 1,084,101,760.80[140]. - The first phase of debt repayment was completed on October 11, 2021, confirming the successful implementation of the bankruptcy restructuring plan[142]. - The total inter-company debt to be settled after the restructuring amounts to RMB 741,989,908.38, with a one-time payment of RMB 50,000,000[140]. - The financial performance of Yuantong Paper Industry has been consolidated into the group’s financial statements since August 1, 2021, following the termination of the management agreement[142]. Discontinued Operations - The net loss from discontinued operations for the six months ended September 30, 2022, was HKD 172,564, which includes a loss of HKD 177,798 from the discontinued subsidiary[169]. - The company reported a financial asset impairment loss of HKD 613 for the six months ended September 30, 2022, compared to HKD 1,174 in the same period of 2021, indicating a decrease of approximately 48%[163]. - The company’s operating loss from discontinued operations in the property development and investment segment was HKD 1,105 for the six months ended September 30, 2021[171]. Changes in Company Structure - The company changed its name from "SAMSON PAPER HOLDINGS LIMITED" to "C&D Newin Paper & Pulp Corporation Limited" as approved by shareholders on September 2, 2022[200].

Financial Performance - For the fiscal year ending March 31, 2022, the company reported revenue of approximately HKD 1,229 million, a year-on-year increase of 123.5%[13] - The company achieved a net profit of approximately HKD 2,559 million for the fiscal year, compared to a net loss of HKD 4,025 million in the previous year[18] - The total production volume for the year was approximately 314,000 tons[18] - The company’s operating profit from continuing operations was HKD 479 million, a significant recovery from a loss of HKD 1,446 million in the previous year[11] - The company recorded a one-time net gain of approximately HKD 2,086 million from the termination of certain subsidiaries and the release of financial guarantees[18] - Basic earnings per share from continuing operations improved to HKD 138.1 cents, compared to a loss of HKD 1,051.7 cents in the previous year[11] - Revenue from continuing operations increased by approximately 123.5% from about HKD 550 million for the year ended March 31, 2021, to about HKD 1,229 million for the year ended March 31, 2022[56] - Cost of sales for continuing operations rose by approximately 87.3% from about HKD 605 million to about HKD 1,132 million during the same period[57] - Gross profit from continuing operations was approximately HKD 97 million for the year ended March 31, 2022, compared to a gross loss of about HKD 55 million for the year ended March 31, 2021, resulting in a gross margin shift from (10.0%) to 7.9%[60] - Operating expenses for continuing operations decreased by approximately 83.2% from about HKD 13 million to about HKD 2 million, primarily due to a reduction in transportation costs[61] - Administrative expenses for continuing operations increased by approximately 15.0% from about HKD 96 million to about HKD 110 million, driven by increased R&D expenses and legal fees[62] - The company recorded a profit of approximately HKD 472 million for the year ended March 31, 2022, compared to a loss of about HKD 1,456 million for the previous year[69] Restructuring and Capital Management - The company plans a capital restructuring, reducing the par value of each share from HKD 0.10 to HKD 0.005, increasing the authorized share capital from HKD 5,710,000 to HKD 100,000,000[30] - NCD will subscribe for 990,220,583 new shares at a subscription price of HKD 0.121056 per share, totaling HKD 119,872,142, representing a discount of approximately 96.68% from the last trading price of HKD 3.65[35] - The restructuring costs are estimated at approximately HKD 35,000,000, with the remaining funds used to settle debts amounting to approximately HKD 3,046 million[35] - The company will issue 56,584,032 new shares at the same price of HKD 0.121056 per share through a placement, raising a total of HKD 6,849,836.58[38] - The company will issue 240,482,142 new shares at a price of HKD 0.121056 per share to creditors as part of the restructuring plan[39] - The restructuring plan aims to compromise and release all claims against the company by the creditors[39] - The total amount of debt to be settled under the restructuring plan is approximately HKD 3,046 million[39] - The restructuring plan was formally approved by the shareholders on January 24, 2022, including capital restructuring and special transactions[48] - The restructuring plan for Yuan Tong Paper Industry was approved by creditors and the court on July 29 and July 31, 2021, respectively[45] - Yuan Tong Paper Industry's bankruptcy restructuring plan was confirmed by the court on October 11, 2021, leading to the termination of the bankruptcy process[45] Operational Challenges and Strategies - The company faced significant challenges due to the "ban on waste" policy implemented in 2021, leading to a tight supply of waste paper and increased costs in paper production[19] - The company is actively integrating upstream and downstream resources to develop a vertical business model for waste paper recycling, ensuring stable raw material supply[19] - The company is committed to enhancing management levels and operational quality to improve supply chain construction and market recognition[19] - The company is focusing on promoting green and energy-saving development in response to national carbon neutrality policies[19] - The management is actively seeking support from national industrial policies to expand sales channels and product reach while strictly controlling production and financial costs to maintain competitiveness in the paper industry[77] - The company is monitoring and managing credit risk by setting credit limits and conducting careful assessments of customers' financial conditions to minimize potential adverse impacts on business performance[79] - The management is focused on maintaining sufficient cash and cash equivalents to support operations and reduce cash flow volatility, while ensuring compliance with loan covenants[79] Governance and Management - The company has a strong board of directors with members holding various qualifications, including CPA certifications and advanced degrees in management and engineering[104][106] - The company is focused on independent oversight and providing independent advice to the board through its independent non-executive directors[105][106] - The company has established a robust governance structure with various committees, including audit and remuneration committees, to enhance operational efficiency[105][106] - The company aims to leverage its extensive experience and strategic acquisitions to strengthen its market position in the paper industry[97][105] - The company is committed to maintaining strict corporate governance standards, which are crucial for long-term success and shareholder protection[121] - The new corporate governance code came into effect on January 1, 2022, and the company has adopted the principles and code provisions outlined in the new code[121] - The board of directors is responsible for overseeing the company's business, strategic decisions, and financial performance[122] - The board has established three committees: the Audit Committee, the Remuneration Committee, and the Nomination Committee, to oversee specific aspects of the company's affairs[122] - The company has a financial director with over 20 years of experience in financial management, currently serving since 2018[116] - The company has a joint company secretary with over 20 years of experience in corporate law and compliance, enhancing its governance framework[117] - The board regularly reviews the functions and responsibilities of executive directors and senior management to ensure appropriateness[122] - The company provides insurance for directors and senior officers to cover liabilities arising from legal actions related to company activities[122] - The board retains discretion to address matters affecting the overall strategic policy and financial aspects of the group[123] Risk Management - The company faces significant risks due to the ongoing uncertainty of the COVID-19 pandemic and national industrial policy adjustments, impacting logistics, personnel movement, and consumer purchasing power[77] - The audit committee reviewed the risk management and internal control systems of the group[154] - The board is responsible for the risk management and internal control systems to protect shareholders' investments and the company's assets[193] - As of March 31, 2022, the audit committee and board were not aware of any significant errors or non-compliance in financial, operational, and compliance monitoring[194] - The company has adopted a whistleblowing policy allowing employees and external parties to report misconduct anonymously[195] - The audit committee will regularly review the whistleblowing mechanism to enhance its effectiveness and employee confidence[196] - The company strictly adheres to applicable laws and regulations regarding insider information disclosure[197] - The board believes that the procedures for handling and disseminating insider information are effective[198]

[Financial Statements](index=2&type=section&id=Financial%20Statements) [Condensed Consolidated Statement of Profit or Loss](index=2&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss) For the six months ended September 30, 2021, the Group turned from a loss of approximately HKD 3.46 billion in the prior period to a profit of approximately HKD 165 million, primarily due to a HKD 451 million gain on re-consolidation of a previously de-consolidated subsidiary, rather than operational improvement, while revenue from continuing operations significantly decreased from HKD 2.13 billion to HKD 270 million Condensed Consolidated Statement of Profit or Loss (HKD thousands) | Indicator (HKD thousands) | Six Months Ended Sep 30, 2021 | Six Months Ended Sep 30, 2020 (Restated) | | :--- | :--- | :--- | | **Revenue from continuing operations** | **269,881** | **2,129,610** | | Gross profit / (loss) | 23,451 | (39,219) | | Gain on re-consolidation of a previously de-consolidated subsidiary | 451,012 | — | | Operating profit / (loss) | 222,222 | (2,641,740) | | **Profit / (loss) for the period from continuing operations** | **231,124** | **(2,680,126)** | | Loss for the period from discontinued operations | (66,008) | (778,092) | | **Profit / (loss) for the period** | **165,116** | **(3,458,218)** | | Profit / (loss) attributable to owners of the Company | 165,116 | (3,219,683) | Earnings / (Loss) Per Share | Earnings / (Loss) Per Share | Six Months Ended Sep 30, 2021 | Six Months Ended Sep 30, 2020 | | :--- | :--- | :--- | | **From continuing and discontinued operations (basic)** | **14.5 HK cents** | **(282.2) HK cents** | | From continuing operations (basic) | 20.3 HK cents | (214.0) HK cents | [Condensed Consolidated Statement of Comprehensive Income](index=4&type=section&id=Condensed%20Consolidated%20Statement%20of%20Comprehensive%20Income) For the six months ended September 30, 2021, the Group recorded total comprehensive income of approximately HKD 210 million, compared to a total comprehensive loss of approximately HKD 3.29 billion in the prior period, primarily due to the turnaround in profit for the period and approximately HKD 44.71 million in other comprehensive income, mainly from exchange differences Condensed Consolidated Statement of Comprehensive Income (HKD thousands) | Indicator (HKD thousands) | Six Months Ended Sep 30, 2021 | Six Months Ended Sep 30, 2020 | | :--- | :--- | :--- | | Profit / (loss) for the period | 165,116 | (3,458,218) | | Other comprehensive income for the period (net of tax) | 44,707 | 166,519 | | **Total comprehensive income for the period** | **209,823** | **(3,291,699)** | | Total comprehensive income attributable to owners of the Company | 209,823 | (3,052,461) | [Condensed Consolidated Statement of Financial Position](index=5&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of September 30, 2021, the Group was in a severe net liabilities position, with total liabilities of approximately HKD 4.04 billion significantly exceeding total assets of approximately HKD 2.08 billion, resulting in net liabilities of HKD 1.97 billion and net current liabilities of HKD 2.68 billion, indicating extreme short-term solvency pressure Assets (HKD thousands) | Assets (HKD thousands) | Sep 30, 2021 (Unaudited) | Mar 31, 2021 (Audited) | | :--- | :--- | :--- | | Non-current assets | 1,127,805 | 184,811 | | Current assets | 947,568 | 912,553 | | **Total assets** | **2,075,373** | **1,097,364** | Liabilities and Equity (HKD thousands) | Liabilities and Equity (HKD thousands) | Sep 30, 2021 (Unaudited) | Mar 31, 2021 (Audited) | | :--- | :--- | :--- | | Current liabilities | 3,630,244 | 3,217,843 | | Non-current liabilities | 413,500 | 57,715 | | **Total liabilities** | **4,043,744** | **3,275,558** | | **Net liabilities** | **(1,968,371)** | **(2,178,194)** | | Equity / Capital deficiency | (1,968,371) | (2,178,194) | [Condensed Consolidated Statement of Changes in Equity](index=7&type=section&id=Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) For the six months ended September 30, 2021, equity attributable to owners of the Company improved from HKD -2.18 billion at the beginning of the period to HKD -1.97 billion, a change of approximately HKD 210 million, primarily due to the contribution from total comprehensive income for the period - Period-end equity changes were primarily influenced by two factors: - **Positive impact**: Total comprehensive income of approximately **HKD 210 million** was recorded[44](index=44&type=chunk) - **Negative impact**: Reserves decreased due to deconsolidation/disposal/deregistration of subsidiaries[44](index=44&type=chunk) [Condensed Consolidated Statement of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) During the period, the Group experienced a net cash outflow from operating activities of approximately HKD 391 million and a net cash outflow from investing activities of approximately HKD 47.06 million, while financing activities recorded a net inflow of approximately HKD 302 million, mainly from new borrowings, yet cash and cash equivalents at period-end decreased from HKD 195 million at the beginning of the period to HKD 188 million (after accounting for exchange rate changes) Cash Flows (HKD thousands) | Cash Flows (HKD thousands) | Six Months Ended Sep 30, 2021 | Six Months Ended Sep 30, 2020 | | :--- | :--- | :--- | | Net cash (used in) / from operating activities | (391,134) | 83,280 | | Net cash used in investing activities | (47,057) | (45,248) | | Net cash from / (used in) financing activities | 301,857 | (184,332) | | **Net decrease in cash and cash equivalents** | **(136,334)** | **(146,300)** | | Cash and cash equivalents at beginning of period | 195,066 | 205,828 | | Cash and cash equivalents at end of period | 187,894 | 193,677 | [Notes to the Financial Statements](index=9&type=section&id=Notes%20to%20the%20Financial%20Statements) [1. Basis of Preparation](index=9&type=section&id=1.%20Basis%20of%20Preparation) These financial statements are prepared under the going concern assumption, despite significant uncertainties, as the company's shares have been suspended from trading since July 2020, and provisional liquidators have been appointed for debt restructuring, with the Group actively pursuing a complex restructuring plan involving capital reorganisation, new investor subscription, asset divestment, and debt arrangements to meet HKEX resumption guidance and restore listing status, with the success of this plan being critical for the company's continued operation - The company's shares have been suspended from trading on the Stock Exchange since **July 2, 2020**, and joint provisional liquidators were appointed in July of the same year for debt restructuring[49](index=49&type=chunk)[50](index=50&type=chunk) - As of September 30, 2021, the Group's current liabilities exceeded current assets by **HKD 2.68 billion**, indicating significant going concern uncertainty, with the statements prepared on the assumption that the restructuring plan will be successfully completed[53](index=53&type=chunk) - The Stock Exchange has imposed **eight resumption guidance conditions** on the company, including addressing audit matters, publishing all outstanding financial results, lifting winding-up petitions, and demonstrating sufficient operational levels, for which the company has submitted a resumption plan[56](index=56&type=chunk)[57](index=57&type=chunk) - The Group has entered into a restructuring agreement with investors including Xiamen C&D Paper & Pulp Co., Ltd. and Zhejiang Xinshengda Paper Co., Ltd., planning to resolve debt issues and resume operations through capital reorganisation, new share subscription, group reorganisation, placing, and a debt repayment scheme (Listed Company Scheme)[59](index=59&type=chunk) [1.1 The Group's Proposed Restructuring](index=12&type=section&id=1.1%20The%20Group%27s%20Proposed%20Restructuring) The proposed restructuring scheme is a multi-faceted comprehensive plan centered on introducing new investors (a consortium formed by Xiamen C&D Paper & Pulp and Zhejiang Xinshengda) and thoroughly reorganizing the company's finances and operations, including capital reorganisation to reduce par value and consolidate shares, investor subscription of 70% of enlarged share capital for approximately HKD 120 million, divestment of non-core assets to a scheme company formed for creditors, bankruptcy reorganisation of the core paper manufacturing subsidiary "Yuantong Paper," and raising additional funds through placing, all aimed at settling debts, restoring core business operations, and ultimately achieving resumption of trading - **Capital Reorganisation**: Proposed reduction of share capital par value, cancellation of share premium, consolidation of shares, and increase in authorized share capital[61](index=61&type=chunk) - **Subscription**: Investors will subscribe for **990 million new shares** for approximately **HKD 120 million**, representing **70%** of the company's enlarged share capital post-reorganisation[63](index=63&type=chunk) - **Group Reorganisation**: Retention of the core paper manufacturing business (Yuantong Paper) and transfer of other non-core "Excluded Subsidiaries" to a "Scheme Company" established for the benefit of creditors[64](index=64&type=chunk) - **Listed Company Scheme**: Through this scheme, all unsecured claims against the company will be transferred to the "Scheme Company," and creditors will receive repayment from the realization of assets (including subscription proceeds, placing proceeds, creditor shares, and Excluded Subsidiaries) by the Scheme Company[68](index=68&type=chunk)[70](index=70&type=chunk) - **Yuantong Paper Bankruptcy Reorganisation**: The core subsidiary Yuantong Paper has completed its bankruptcy reorganisation process, resumed independent operation, and has been re-consolidated into the Group since **August 1, 2021**[73](index=73&type=chunk)[79](index=79&type=chunk) [1.2 Deconsolidation of Business Segments](index=19&type=section&id=1.2%20Deconsolidation%20of%20Business%20Segments) Due to severe financial crisis, the Group lost control over and deconsolidated multiple business segments, with the core paper manufacturing subsidiary "Yuantong Paper" previously deconsolidated in late 2020 due to bankruptcy application, then re-consolidated in August 2021 after successful reorganisation, while major entities in the paper trading business, "Samson Hong Kong" and "Samson China," were deconsolidated in August 2020 and June 2021 respectively due to liquidation proceedings, and "Sincere Ren Limited," the main entity in the property development and investment segment, was also deconsolidated in September 2021 due to liquidation, leading to drastic changes in the Group's business scale and financial data - **Paper Manufacturing Segment**: Yuantong Paper was deconsolidated from **December 31, 2020**, and control was re-obtained and re-consolidated on **August 1, 2021**[85](index=85&type=chunk) - **Paper Trading Segment**: Major operating entities Samson Hong Kong and Samson China due to entering voluntary liquidation, were deconsolidated from **August 15, 2020**, and **July 1, 2021**, respectively[88](index=88&type=chunk)[89](index=89&type=chunk)[90](index=90&type=chunk) - **Property Development and Investment Segment**: The main holding company, Sincere Ren Limited, entered liquidation and was deconsolidated from **September 17, 2021**[119](index=119&type=chunk)[120](index=120&type=chunk) [4. Segment Information](index=30&type=section&id=4.%20Segment%20Information) For the six months ended September 30, 2021, the Group's continuing operations were primarily divided into paper manufacturing, paper trading, and others, with the paper manufacturing segment becoming the absolute revenue and profit center, contributing HKD 268 million in revenue and HKD 459 million in segment profit (mainly from re-consolidation gain), while the paper trading business saw revenue plummet to just HKD 23 thousand and recorded a HKD 181 million loss due to liquidation, a complete reversal from the prior period when paper trading was the main revenue source Segment Information (Six Months Ended Sep 30, 2021, HKD thousands) | Six Months Ended Sep 30, 2021 (HKD thousands) | Paper Trading | Paper Manufacturing | Others | Total | | :--- | :--- | :--- | :--- | :--- | | **Revenue from external customers** | **23** | **268,069** | **1,789** | **269,881** | | Segment profit / (loss) | (181,328) | 458,899 | (33,797) | 243,774 | Segment Information (Six Months Ended Sep 30, 2020, HKD thousands) | Six Months Ended Sep 30, 2020 (HKD thousands) | Paper Trading | Paper Manufacturing | Others | Total | | :--- | :--- | :--- | :--- | :--- | | **Revenue from external customers** | **1,594,385** | **521,141** | **14,084** | **2,129,610** | | Segment profit / (loss) | 822,319 | (1,142,009) | (106,178) | (425,868) | [6. Gain on re-consolidation of a previously de-consolidated subsidiary](index=34&type=section&id=6.%20Gain%20on%20re-consolidation%20of%20a%20previously%20de-consolidated%20subsidiary) During the period, the Company re-obtained control over its core subsidiary Yuantong Paper following the completion of its bankruptcy reorganisation, recognizing a significant non-cash gain of up to HKD 451 million upon re-consolidation, which was the primary reason for the period's turnaround to profit - The Company re-obtained control over Yuantong Paper and recognized a re-consolidation gain of **HKD 451,012,000**[197](index=197&type=chunk)[198](index=198&type=chunk) [9. Discontinued Operations](index=35&type=section&id=9.%20Discontinued%20Operations) The Group's property development and investment business (primarily operated through Sincere Ren Limited and its subsidiaries) has been classified as a discontinued operation, as this segment was deconsolidated on September 17, 2021, due to Sincere Ren Limited entering liquidation proceedings, and recorded a loss of HKD 66.01 million in the reporting period, including a HKD 64.90 million loss arising from deconsolidation - Sincere Ren Limited and its subsidiaries (property development and investment segment) were deconsolidated due to liquidation and classified as discontinued operations[205](index=205&type=chunk)[207](index=207&type=chunk) Discontinued Operations (HKD thousands) | Discontinued Operations (HKD thousands) | Six Months Ended Sep 30, 2021 | Six Months Ended Sep 30, 2020 | | :--- | :--- | :--- | | Revenue | 1,634 | 13,673 | | Profit / (loss) for the period | (1,105) | 10,822 | | Loss on deconsolidation of subsidiaries | (64,903) | (788,914) | | **Loss for the period from discontinued operations** | **(66,008)** | **(778,092)** | [16. Borrowings](index=39&type=section&id=16.%20Borrowings) As of September 30, 2021, approximately HKD 403 million in bank loans were demanded for early repayment by banks due to the Group's breach of liquidity ratio covenants in several bank loan agreements, leading to their reclassification as current liabilities and exacerbating the Group's short-term repayment pressure - The Group breached bank loan covenant clauses, resulting in **HKD 402,846,000** of bank loans being reclassified as current liabilities, facing early repayment risk[226](index=226&type=chunk) [Management Discussion and Analysis](index=42&type=section&id=Management%20Discussion%20and%20Analysis) [Business Review and Post-Reporting Period Events](index=42&type=section&id=Business%20Review%20and%20Post-Reporting%20Period%20Events) Management reviewed a series of significant events since the share suspension in July 2020, focusing on the company's financial distress, appointment of provisional liquidators, divestment and liquidation of non-core businesses (such as paper trading and property development), and the full advancement of the restructuring plan aimed at saving the company, with the key being the introduction of new investors and the successful bankruptcy reorganisation of core subsidiary Yuantong Paper, emphasizing that restructuring is the only path for the company to resume operations and listing status - Reiteration of background circumstances such as share suspension, appointment of provisional liquidators, and HKEX resumption guidance[233](index=233&type=chunk)[234](index=234&type=chunk)[235](index=235&type=chunk) - Detailed explanation of the process by which paper trading businesses (Samson Hong Kong, Samson China) and property development and investment business (Sincere Ren Limited) were forced into liquidation and deconsolidation due to capital chain breaks and huge liabilities[237](index=237&type=chunk)[239](index=239&type=chunk)[241](index=241&type=chunk)[242](index=242&type=chunk) - Disclosure of significant changes in the company's directors and senior management during the crisis, leading to severe understaffing in accounting and management functions, affecting financial data preparation[244](index=244&type=chunk)[246](index=246&type=chunk) - Further detailed introduction of the proposed restructuring matters agreed with investors, including subscription, group reorganisation, Listed Company Scheme, and Yuantong Paper's bankruptcy reorganisation, confirming the successful implementation of Yuantong Paper's bankruptcy reorganisation process[247](index=247&type=chunk)[258](index=258&type=chunk)[263](index=263&type=chunk) [Prospects](index=50&type=section&id=Prospects) Management maintains a cautiously optimistic outlook, believing that upon completion of the proposed restructuring, the Group will focus on the paper manufacturing business to restore solvency, and directors are confident that the retained Group's business and financial position will improve, possessing sufficient operational levels to maintain its listing status - Upon completion of the restructuring, the Group will continue to engage in the paper manufacturing business, and all claims against the company will be fully discharged[265](index=265&type=chunk) - Directors are confident that the retained Group post-reorganisation will have sufficient operational levels to maintain its listing status[265](index=265&type=chunk) [Financial Performance](index=50&type=section&id=Financial%20Performance) The financial performance for the period presents a complex picture, with revenue from continuing operations plummeting from HKD 2.13 billion to HKD 270 million due to the divestment of the paper trading business, yet continuing operations recorded a profit of HKD 231 million, reversing a massive loss of HKD 2.68 billion in the prior period, thanks to a one-time gain of HKD 451 million from the re-consolidation of Yuantong Paper, indicating that the improvement in profitability was a result of accounting treatment rather than core operational improvement - Revenue from continuing operations significantly decreased from approximately **HKD 2.13 billion** to approximately **HKD 270 million**, primarily due to the divestment of the paper trading business[266](index=266&type=chunk) - Profit for the period from continuing operations was approximately **HKD 231 million** (compared to a loss of HKD 2.68 billion in the prior period), mainly due to a one-time gain from the re-consolidation of a subsidiary[268](index=268&type=chunk) [Liquidity and Financial Resources](index=50&type=section&id=Liquidity%20and%20Financial%20Resources) As of September 30, 2021, the Group's financial position was extremely fragile, with cash and bank balances of approximately HKD 188 million but a current ratio of only 0.26 times, indicating a severe liquidity crisis, and a negative gearing ratio of -8.8% reflecting severe insolvency, in addition to contingent liabilities of approximately HKD 2.3 billion from financial guarantees provided for deconsolidated subsidiaries Liquidity and Financial Resources | Indicator | Sep 30, 2021 | Mar 31, 2021 | | :--- | :--- | :--- | | Cash and bank balances | Approx. **HKD 188 million** | - | | Gearing ratio | **-8.8%** | - | | Current ratio | **0.26 times** | **0.28 times** | - The company provided financial guarantees of approximately **HKD 2.3 billion** for deconsolidated subsidiaries, with related drawn facilities amounting to **HKD 2.694 billion**[271](index=271&type=chunk) [Corporate Governance](index=56&type=section&id=Corporate%20Governance) During the reporting period, due to changes in board members, liquidation, and restructuring, the company failed to comply with several Listing Rules and Corporate Governance Code provisions, with major deviations including insufficient independent non-executive directors, non-compliant composition of the Audit and Remuneration Committees, and non-separation of Chairman and CEO roles, which the company acknowledges and will progressively rectify during the restructuring process - Due to board reorganisation, the company failed to comply with Listing Rules regarding the number of independent non-executive directors (Rule 3.10(1)), composition of the Audit Committee (Rule 3.21), and Remuneration Committee (Rule 3.25) during the reporting period[302](index=302&type=chunk)[303](index=303&type=chunk) - The company failed to comply with Corporate Governance Code provisions regarding the separation of Chairman and Chief Executive Officer roles (Code Provision A.2.1), tenure of non-executive directors (Code Provision A.4.1), and composition of the Nomination Committee (Code Provision A.5.1) for a period[304](index=304&type=chunk)[305](index=305&type=chunk)[307](index=307&type=chunk)