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倚賴該等內容而引致之任何損失承擔任何責任。 Summi (Group) Holdings Limited 森美（集團）控股有限公司 （於開曼群島註冊成立的有限公司） （股份代號： 00756） 有關本公司截至二零二四年六月三十日止年度年報的補充公告 森美（集團）控股有限公司（「本公司」）董事（「董事」）會（「董事會」）謹此提供有 關其截至二零二四年六月三十日止年度年報（「年報」）的額外資料。除另有所指外， 本公告所用詞彙與年報所界定者具有相同涵義。 股份認購事項所得款項用途 經扣除相關費用及開支後，股份認購事項的所得款項淨額合共約為港幣74,710,000 元。截至二零二四年六月三十日，股份認購事項所得款項淨額已應用如下： | | | | 於 | | --- | --- | --- | --- | | | | | 二零二四年 | | | | | 六月三十日 | | | 所得款項 | 所得款項 | 未動用 | | | 淨額的計劃 | 淨額的實際 | ...

Financial Performance - For the six months ended December 31, 2024, the company reported revenue of approximately RMB 36,687,000, a decrease of 5.3% compared to RMB 38,752,000 for the same period in 2023[9] - Gross profit for the same period was approximately RMB 3,747,000, with a gross margin of 10.2%, up from 10.0% in the previous year[10] - The company experienced a net loss of approximately RMB 26,471,000, an increase of 24.4% from a net loss of RMB 21,278,000 in the prior year[17] - Revenue for the six months ended December 31, 2024, was RMB 36,687,000, a decrease of 5.4% compared to RMB 38,752,000 for the same period in 2023[42] - Gross profit for the same period was RMB 3,747,000, down from RMB 3,862,000, reflecting a decline of 3.0%[42] - Operating loss increased to RMB 16,668,000 from RMB 12,750,000, representing a rise of 30.5% year-over-year[42] - The net loss for the period was RMB 26,471,000, compared to RMB 21,278,000 in the previous year, indicating a 24.5% increase in losses[42] - The company reported a total comprehensive loss of RMB 26,947,000 for the period, compared to a comprehensive income of RMB 3,092,000 in the previous year[42] - The group incurred a pre-tax loss of RMB 26,471,000 for the six months ended December 31, 2024, compared to a pre-tax loss of RMB 21,278,000 for the same period in 2023, indicating a worsening of approximately 24.5%[58][59] Cash and Liquidity - Cash and cash equivalents increased significantly to approximately RMB 16,839,000, a rise of 251.1% from RMB 4,796,000 as of June 30, 2024[9] - The cash and cash equivalents at the end of the period increased to RMB 16,839,000 from RMB 12,186,000 at the end of the same period in 2023, reflecting a growth of approximately 38.5%[51] - The group reported a net cash inflow from operating activities of RMB 11,176,000, compared to a cash outflow of RMB 16,035,000 for the same period in 2023[51] - The group’s financing activities resulted in a net cash inflow of RMB 3,222,000 for the six months ended December 31, 2024, a significant decrease from RMB 73,258,000 in the same period of 2023[51] Assets and Liabilities - Total assets less current liabilities amounted to RMB (279,490,000) as of December 31, 2024, compared to RMB (252,346,000) as of June 30, 2024[43] - Non-current assets decreased to RMB 54,024,000 from RMB 64,790,000, a decline of 16.5%[43] - Trade receivables surged to approximately RMB 23,011,000, reflecting a 433.3% increase from RMB 4,315,000 as of June 30, 2024[9] - Trade and other receivables rose to RMB 26,387,000 from RMB 8,166,000, an increase of 223.5%[43] - Total borrowings amounted to RMB 213,756,000, with bank loans at RMB 155,927,000 and other borrowings at RMB 57,829,000[80] Expenses and Costs - Distribution costs rose by approximately 29.2%, increasing from RMB 746,000 to RMB 964,000 compared to the previous year[14] - Administrative expenses increased to approximately RMB 18,285,000 from RMB 16,704,000 in the prior year[15] - Financing costs rose to RMB 9,803,000, compared to RMB 8,528,000, marking an increase of 14.9%[42] - Depreciation of property, plant, and equipment increased to RMB 10,766,000 from RMB 7,268,000, while inventory expenses decreased to RMB 32,940,000 from RMB 34,890,000[63] Shareholder and Capital Information - The major shareholder, Mr. Wu, holds 243,338,111 shares, representing 71.45% of the issued share capital[31] - The company has decided not to declare any interim dividend for the six months ended December 31, 2024[18] - The company did not declare an interim dividend for the six months ended December 31, 2024, consistent with the previous period[66] - The weighted average number of ordinary shares for basic and diluted loss per share increased to 340,558,265 from 275,224,298 due to a share consolidation[67] Employment and Management Compensation - The group employed 110 staff as of December 31, 2024, a decrease from 121 staff in 2023[29] - The total compensation for key management members for the six months ended December 31, 2024, was RMB 420,000, compared to RMB 430,000 for the same period in 2023, reflecting a decrease of approximately 2.33%[83] - Short-term benefits for management were RMB 358,000 for the six months ended December 31, 2024, down from RMB 365,000 in 2023, indicating a decline of about 1.92%[83] - Post-employment benefits decreased to RMB 62,000 in 2024 from RMB 65,000 in 2023, representing a reduction of approximately 4.62%[83] Business Operations - The company continues to focus on producing frozen concentrated orange juice and expanding sales to juice trading companies[10] - The group’s manufacturing and sales of frozen concentrated orange juice generated revenue of RMB 32,157,000, while the sales of Senmei fresh orange juice contributed RMB 4,530,000 for the six months ended December 31, 2024[58] - The group’s operating segments include the manufacturing and sales of frozen concentrated orange juice and other related products, as well as the manufacturing and sales of Senmei products[56] Other Information - The group reported no significant contingent liabilities as of December 31, 2024, consistent with June 30, 2024[26] - There were no capital expenditures during the reporting period, maintaining the same status as the six months ending December 31, 2023[27] - The company has no specific plans for significant investments or capital assets as of December 31, 2024[28] - The group did not grant any incentive shares during the reporting period under the share incentive plan adopted on September 11, 2015[37] - There are no significant post-reporting period events related to the group's business or financial performance[30] - The company did not engage in any purchase, sale, or redemption of its listed securities during the reporting period[35] - There were no purchases or sales of property, plant, and equipment during the reporting period[70] - The average credit period for trade payables is between 90 to 150 days, ensuring all payables are settled within the credit terms[77] - The group’s capital reserve includes RMB 3,585,000 from the capital contribution of Senmei Fujian and RMB 36,396,000 related to Sunshine Vocal's loan and interest capital reserve[50] - The total other income for the six months ended December 31, 2024, was RMB 3,050,000, compared to RMB 838,000 in the same period of 2023, indicating a substantial increase[61]

Financial Performance - The company reported revenue of approximately RMB 36,687,000 for the six months ended December 31, 2024, a decrease of 5.3% compared to RMB 38,752,000 for the same period in 2023[5]. - The gross profit for the period was approximately RMB 3,747,000, with a gross margin of 10.2%, up from 10.0% in the previous year[5][8]. - The net loss for the period increased to approximately RMB 26,471,000, compared to RMB 21,278,000 in the same period last year, representing a 24.4% increase in losses[12]. - For the six months ended December 31, 2024, the company's revenue was RMB 36,687,000, a decrease of 5.4% compared to RMB 38,752,000 for the same period in 2023[27]. - The gross profit for the same period was RMB 3,747,000, down from RMB 3,862,000, reflecting a decline of 3.0%[27]. - Operating loss increased to RMB 16,668,000 from RMB 12,750,000, representing a rise of 30.5% year-over-year[27]. - The company reported a net loss of RMB 26,471,000 for the period, compared to a net loss of RMB 21,278,000 in the previous year, indicating a 24.5% increase in losses[27]. Cash and Receivables - Cash and cash equivalents rose significantly to approximately RMB 16,839,000, a 251.1% increase from RMB 4,796,000 as of June 30, 2024[15]. - Trade receivables surged to approximately RMB 23,011,000, reflecting a 433.3% increase from RMB 4,315,000 as of June 30, 2024[15]. - The company's cash and cash equivalents increased significantly to RMB 16,839,000 from RMB 4,796,000, marking a growth of 251.5%[29]. - Trade and other receivables rose to RMB 26,387,000 from RMB 8,166,000, reflecting a substantial increase of 223.5%[29]. - The average trade receivables not overdue and not impaired amounted to RMB 23,011,000 as of December 31, 2023, a significant increase from RMB 4,315,000 as of June 30, 2023[47]. Inventory and Liabilities - Inventory decreased significantly by 71.9% to approximately RMB 10,299,000 from RMB 36,616,000 as of June 30, 2024[15]. - The company had a total current liabilities of RMB 404,921,000, up from RMB 385,601,000, which is an increase of 5.4%[31]. - Trade payables as of December 31, 2023, totaled RMB 6,129,000, up from RMB 2,186,000 as of June 30, 2023[51]. Costs and Expenses - Distribution costs rose by approximately 29.2% to RMB 964,000 from RMB 746,000 in the previous year[10]. - Financing costs increased to approximately RMB 9,803,000 from RMB 8,528,000 in the previous year[11]. - Financing costs increased to RMB 9,803,000 for the six months ended December 31, 2023, compared to RMB 8,528,000 in the same period of the previous year[42]. Dividend and Shareholder Information - The company has decided not to declare any interim dividend for the six months ended December 31, 2024[13]. - The company did not recommend an interim dividend for the six months ended December 31, 2023, consistent with the previous period[43]. - The weighted average number of ordinary shares for calculating basic and diluted loss per share was 340,558,265 for the six months ended December 31, 2023, compared to 275,224,298 for the same period in 2022[44]. - The company raised approximately HKD 74,710,000 from a share subscription, which was fully utilized for debt repayment and general working capital[58]. - The company has not issued any reward shares under its share incentive plan during the reporting period[59]. Corporate Governance - The audit committee has reviewed the financial information and internal controls, ensuring compliance with financial reporting standards during the reporting period[62]. - The mid-term report will be published on the Hong Kong Stock Exchange and the company's website, containing all information required by Appendix 16 of the Listing Rules[64]. - The board of directors includes executive directors Mr. Wu Shaohao and Mr. Wu Liantao, as well as independent non-executive directors Ms. Zhong Yingyi, Mr. Peng Weihao, and Ms. Yang Xuping[65]. Business Segments - The company operates in two segments: manufacturing and sales of frozen concentrated orange juice and related products, and manufacturing and sales of fresh orange juice products[37]. - Total revenue for the six months ended December 31, 2023, was RMB 38,752,000, with sales from frozen concentrated orange juice contributing RMB 30,425,000 and fresh orange juice contributing RMB 8,327,000[39]. - The group reported a pre-tax loss of RMB 21,278,000 for the six months ended December 31, 2023, with segment performance showing a loss of RMB 10,780,000[39]. Employee Incentives - The company has established an employee stock incentive plan since September 11, 2015, to enhance employee performance and retention[24].

Financial Performance - The company reported revenue of approximately RMB 80,644,000 for the year ending June 30, 2024, representing an increase of 277.4% compared to RMB 21,366,000 in 2023[5] - Gross profit for the same period was RMB 21,248,000, up from RMB 6,608,000 in the previous year, marking an increase of approximately RMB 14,640,000[6] - The company reported a net loss of RMB 24,550,000, an improvement from a loss of RMB 26,998,000 in the previous year, indicating a decrease of 9.1% in losses[5] - The company reported a loss before tax of RMB 24,550,000, a slight improvement from a loss of RMB 26,998,000 in the previous year[106] - For the fiscal year ending June 30, 2024, the company reported a loss attributable to shareholders of approximately RMB 24,545,000, compared to a loss of RMB 26,989,000 in the previous year, indicating a reduction in losses[118] Revenue Composition - Sales of frozen concentrated orange juice and related products increased significantly from approximately RMB 5,339,000 to about RMB 65,613,000, accounting for 81.4% of total revenue[14] - Sales of the company's "Senmei" products decreased by approximately 6.2% to about RMB 15,031,000 from RMB 16,027,000 in the previous year[13] - Revenue from the largest customer constituted 68% of total revenue, with the top five customers accounting for 97% of total revenue in the reporting period[39] Cash Flow and Liquidity - Cash and cash equivalents decreased to RMB 4,796,000 from RMB 5,030,000, a decline of 4.7%[5] - The company’s net cash used in operating activities for the year was RMB 20,732,000, a significant decline from a cash inflow of RMB 5,741,000 in the prior year[114] - The company is implementing plans to improve liquidity and financial conditions to alleviate cash flow pressures[103] - The company has engaged in discussions regarding going concern issues with the audit committee[12] Inventory and Receivables - Inventory increased significantly to RMB 36,616,000 from RMB 6,619,000, reflecting a 453.2% rise[5] - Trade receivables rose to RMB 4,315,000 from RMB 1,018,000, an increase of 323.9%[5] Cost Management - Distribution costs decreased by approximately 17.7% to about RMB 4,058,000 from RMB 4,933,000 in the previous year[15] - Financing costs reduced by approximately 32.5% to about RMB 19,606,000 from RMB 29,055,000 in the previous year[16] Corporate Governance - The company has established a remuneration committee to review compensation policies based on operational performance and market practices[44] - The company has complied with all applicable corporate governance codes as per the listing rules during the reporting period[61] - The board consists of a balanced mix of executive and independent non-executive directors, ensuring effective independent judgment[63] Risk Management - The company has established a robust risk management and internal control system to ensure timely, accurate, and complete information transmission across different levels and departments[84] - The board confirmed that there are no significant issues with the company's risk management and internal control systems, and that sufficient training has been provided to qualified staff[85] Future Outlook - The company is focused on attracting new customers and expanding into overseas markets to support ongoing business development[83] - The company plans to focus on market expansion and new product development to drive future growth[106] Shareholder Information - The company did not declare or pay any interim dividends for the reporting period, consistent with the previous year[38] - The board of directors has the discretion to declare dividends based on the company's operational performance, capital requirements, and overall financial condition[98] Accounting Policies - The application of new International Financial Reporting Standards (IFRS) has not had a significant impact on the group's financial position or performance for the current and prior years[123] - The group recognizes revenue when control of goods or services is transferred to customers, following a five-step method[135] Segment Information - The group has two operating segments: (1) manufacturing and selling frozen concentrated orange juice and related products, and (2) manufacturing and selling fresh orange juice and other products[196] - The segment performance for the fiscal year ending June 30, 2024, showed a profit of RMB 16,020,000 for one segment, while another segment reported a loss of RMB 11,998,000, resulting in a total segment performance of RMB 4,022,000[198]

Revenue and Sales Performance - Revenue increased by 277.4% to RMB 80.644 million in 2024, driven by sales of frozen concentrated orange juice and related products[2][4] - Sales of frozen concentrated orange juice and related products surged to RMB 65.613 million, accounting for 81.4% of total revenue, up from 25.0% in 2023[9] - The company's revenue for the fiscal year ending June 30, 2024, was RMB 80.644 million, with a gross profit of RMB 21.248 million[23] - The company's revenue from frozen concentrated orange juice and related products increased significantly from RMB 5,339 thousand in FY2023 to RMB 65,613 thousand in FY2024, representing a growth of approximately 1,129%[33][36] - Revenue from Senmei fresh-squeezed orange juice and other products slightly decreased from RMB 16,027 thousand in FY2023 to RMB 15,031 thousand in FY2024, a decline of about 6.2%[33][36] - Total revenue from all products increased from RMB 21,366 thousand in FY2023 to RMB 80,644 thousand in FY2024, a growth of approximately 277%[33][36] - The majority of revenue (RMB 65,613 thousand) in FY2024 came from food and beverage manufacturers, primarily for frozen concentrated orange juice[33] - Mainland China remains the largest market, contributing RMB 79,471 thousand (98.5%) of total revenue in FY2024[36] - Revenue from external customers for frozen concentrated orange juice and related products increased to RMB 65,613 thousand in FY2024, up from RMB 5,339 thousand in FY2023[43] - Revenue from external customers for fresh-squeezed orange juice and other products decreased to RMB 15,031 thousand in FY2024, down from RMB 16,027 thousand in FY2023[43] - Total segment revenue for frozen concentrated orange juice and related products rose to RMB 66,484 thousand in FY2024, compared to RMB 11,543 thousand in FY2023[43] - Total segment revenue for fresh-squeezed orange juice and other products declined to RMB 20,368 thousand in FY2024, down from RMB 24,250 thousand in FY2023[43] - Revenue from mainland China increased significantly to RMB 79,471 thousand in 2024, up from RMB 19,669 thousand in 2023, representing a growth of 304%[48] - The company's total revenue increased to RMB 80,644 thousand in 2024 from RMB 21,366 thousand in 2023, a growth of 277%[48] - Major customer A1 contributed RMB 23,819 thousand in 2024, representing a significant portion of the company's total sales[48] Profitability and Losses - Gross profit rose by 221.5% to RMB 21.248 million, with a gross margin of 26.3%, down from 30.9% in 2023 due to changes in sales mix[2][4] - Net loss decreased by 9.1% to RMB 24.550 million, with basic and diluted loss per share at RMB 0.0798, a 32.5% improvement[2] - The company reported a net loss of RMB 24.550 million for the fiscal year ending June 30, 2024, compared to a net loss of RMB 26.998 million in the previous year[23] - The company reported a net loss attributable to owners of approximately RMB 24.545 million for the year ended June 30, 2024, compared to RMB 26.989 million in 2023[26] - Segment performance for frozen concentrated orange juice and related products improved to RMB 16,020 thousand in FY2024, up from RMB 9,535 thousand in FY2023[43] - Segment performance for fresh-squeezed orange juice and other products worsened to a loss of RMB 11,998 thousand in FY2024, compared to a profit of RMB 4,019 thousand in FY2023[43] - The company reported a net loss attributable to owners of RMB 24,545 thousand in 2024, slightly improved from RMB 26,989 thousand in 2023[57] - The company reported a net loss attributable to owners of approximately RMB 24,545,000 for the year ended June 30, 2024[85] Costs and Expenses - Distribution costs decreased by 17.7% to RMB 4.058 million, primarily due to reduced marketing and transportation expenses[10] - Administrative expenses decreased by 2.2% to RMB 28.835 million, mainly due to lower general office and salary expenses[11] - Financing costs decreased by 32.5% to RMB 19.606 million, reflecting lower interest expenses[12] - Employee costs decreased to RMB 5,810 thousand in 2024 from RMB 7,410 thousand in 2023, a reduction of 21.6%[54] - Depreciation expenses for property, plant, and equipment decreased to RMB 15,719 thousand in 2024 from RMB 16,434 thousand in 2023, a decline of 4.3%[54] - Depreciation expenses for fresh-squeezed orange juice and other products rose to RMB 12,518 thousand in FY2024, up from RMB 12,222 thousand in FY2023[47] - Impairment losses on inventory for fresh-squeezed orange juice and other products increased to RMB 6,179 thousand in FY2024, compared to a reversal of RMB 2,129 thousand in FY2023[47] Financial Position and Liabilities - Inventory increased by 453.2% to RMB 36.616 million, reflecting higher stock levels of frozen concentrated orange juice and related products[2] - Trade receivables grew by 323.9% to RMB 4.315 million, indicating increased sales on credit terms[2] - Cash and cash equivalents decreased by 4.7% to RMB 4.796 million, while total borrowings increased by 2.3% to RMB 211.436 million[2][14] - The company's total assets minus current liabilities stood at RMB -252.346 million as of June 30, 2024, compared to RMB -250.710 million in the previous year[24] - The company's total liabilities exceeded total assets by RMB 252.543 million as of June 30, 2024, compared to RMB 297.546 million in the previous year[24] - The company had net current liabilities of approximately RMB 335.134 million as of June 30, 2024, compared to RMB 348.196 million in 2023[26] - The company's total liabilities, including borrowings, corporate bonds, and lease liabilities, were approximately RMB 211.436 million, RMB 40.456 million, and RMB 722,000 respectively as of June 30, 2024[26] - The company's cash and cash equivalents were only approximately RMB 4.796 million as of June 30, 2024, compared to RMB 5.030 million in 2023[26] - Trade receivables increased significantly from RMB 1,018 thousand in 2023 to RMB 4,315 thousand in 2024, with 85.3% of receivables aged 0-30 days[60][63] - Total trade and other receivables decreased from RMB 12,472 thousand in 2023 to RMB 8,166 thousand in 2024, primarily due to reductions in bid deposits and other deposits[60] - Trade payables increased substantially from RMB 378 thousand in 2023 to RMB 2,186 thousand in 2024, with 82.7% of payables aged 0-90 days[64][65] - Amounts due to a director and related parties increased significantly from RMB 44,226 thousand in 2023 to RMB 92,021 thousand in 2024, mainly due to offsetting of share subscription consideration and settlement of bonds[64][67] - Contract liabilities increased from RMB 2,595 thousand in 2023 to RMB 6,654 thousand in 2024, reflecting advance payments received from customers[64][70] - Total borrowings increased slightly from RMB 206,588 thousand in 2023 to RMB 211,436 thousand in 2024, with 88.6% of borrowings due within one year or on demand[71] - Interest payable decreased from RMB 16,570 thousand in 2023 to RMB 12,820 thousand in 2024, partly due to interest waiver agreements with lenders[64][66] - The company's total mortgaged assets as of June 30, 2024, amounted to RMB 64,569,000, including property, plant, and equipment (RMB 52,917,000) and right-of-use assets (RMB 11,652,000)[77] - As of June 30, 2024, the company had a net current liability of approximately RMB 335,134,000 and a shareholders' equity deficit of approximately RMB 252,362,000[85] - The company defaulted on certain borrowings and corporate bonds totaling approximately RMB 92,079,000 and RMB 40,456,000, respectively, due to delayed or overdue payments[85] Capital and Share Issuance - The company's capital expenditures for the reporting period were approximately RMB 2.213 million, primarily used for the purchase of property, plant, and equipment[20] - The company is considering fundraising activities such as share placements or rights issues to improve its financial condition and expand its capital base[27] - The company's authorized share capital increased from HKD 30,000,000 (3,000,000,000 shares at HKD 0.01 each) to HKD 50,000,000 (5,000,000,000 shares at HKD 0.01 each) following the approval of an additional 2,000,000,000 shares[74] - The company issued 1,123,500,000 new shares at a subscription price of HKD 0.067 per share, representing a 9.46% discount to the last traded price of HKD 0.074 on July 10, 2023[73] - The new shares issued accounted for approximately 49.23% of the existing issued shares as of July 10, 2023, and 32.99% of the enlarged issued share capital post-subscription[74] - The total proceeds from the new share issuance were approximately HKD 75,274,500 (RMB 70,349,000), with net proceeds of HKD 74,710,000 (RMB 69,824,000) after deducting related expenses[74] - The company implemented a share consolidation, merging every 10 existing shares into 1 consolidated share, reducing the issued share capital from 3,405,582,652 shares to 340,558,265 shares[76] - As of June 30, 2024, the company's issued and fully paid share capital was 340,558,265 shares at HKD 0.1 each, totaling HKD 34,056,000 (RMB 29,842,000)[72] Operational and Strategic Measures - The company is actively negotiating with banks, financial institutions, and third parties to renew existing borrowings and corporate bonds due within 12 months from June 30, 2024[27] - The company is implementing cost control measures, including production and human resources optimization, restructuring, and exploring overseas markets[27] - The company's ability to continue as a going concern is subject to significant uncertainties, including the successful execution of fundraising, financing, and operational restructuring plans[86] - The company's financial statements were prepared on a going concern basis, but their validity depends on the outcome of various plans and measures to improve liquidity and financial conditions[86] Accounting and Financial Reporting - The company has applied new and revised International Financial Reporting Standards (IFRS) effective from July 1, 2023, with no significant impact on its financial position or performance[28] - The company has revised its accounting policies due to the cancellation of the Mandatory Provident Fund (MPF) offsetting mechanism in Hong Kong, effective from May 1, 2025[29] - The company recognized a cumulative retrospective adjustment for long service payment obligations due to changes in accounting treatment following the cancellation of the MPF offset mechanism[30] - The company has not early adopted several new or amended IFRS standards that will become effective between 2024 and 2025, as they are not expected to have a material impact on financial statements[31] - The company's financial statements were prepared in accordance with the disclosure requirements of the Hong Kong Companies Ordinance, despite the auditors' inability to form an opinion[84] - The company's financial statements and related notes were consistent with the audited consolidated financial statements for the year ended June 30, 2024[82] - The company's auditors did not express an opinion on the financial statements due to significant uncertainties related to the company's ability to continue as a going concern[84] - The company's audit committee reviewed the financial statements and internal controls, and discussed financial reporting matters with management[81] Dividends and Shareholder Information - No dividends were recommended for the years ending June 30, 2024, and June 30, 2023[56] - The company did not recommend the payment of a final dividend for the year ended June 30, 2024[87] - The weighted average number of ordinary shares used to calculate basic loss per share decreased from (11.83) in 2023 to (7.98) in 2024, reflecting a reduction due to share consolidation[59] Credit and Risk Management - The company's credit risk is considered extremely low, with no significant expected credit loss provisions made for trade receivables in both 2023 and 2024[61][63] - The company maintains a credit period of 30-120 days for sales to customers and 90-150 days for purchases of goods[61][65] Government Grants and Non-Current Assets - Government grants in mainland China amounted to RMB 1,537 thousand in 2024, down from RMB 2,370 thousand in 2023, a decrease of 35.1%[50][51] - Non-current assets in mainland China decreased to RMB 82,009 thousand in 2024 from RMB 96,825 thousand in 2023, a decline of 15.3%[48] Employee and Human Resources - The company had 98 employees as of June 30, 2024, down from 110 employees in the previous year[21] Miscellaneous - The company did not purchase, sell, or redeem any of its listed securities during the reporting period[78]

Financial Performance - For the six months ended December 31, 2023, the company reported a revenue of RMB 38,752,000, compared to RMB 34,890,000 for the same period in 2022, representing an increase of approximately 5.4%[20] - The gross profit for the period was RMB 3,862,000, up from RMB 1,126,000 in the previous year, indicating a significant improvement in profitability[20] - Operating loss for the period was RMB 12,750,000, compared to a loss of RMB 10,854,000 in the prior year, reflecting a deterioration in operational efficiency[20] - The company reported a pre-tax loss of RMB 21,278,000, which is an increase from RMB 16,079,000 in the same period last year, highlighting ongoing financial challenges[20] - Total comprehensive income attributable to owners of the company was RMB 3,092,000, a recovery from a loss of RMB 17,909,000 in the previous year[20] - The basic and diluted loss per share for the period was RMB (0.77), compared to RMB (0.83) in the previous year, showing a slight improvement in loss per share[20] - The group recorded a net loss of approximately RMB 21,278,000 for the reporting period, compared to a net loss of RMB 16,079,000 in the previous year[67] - The group recorded a pre-tax loss of RMB 21,278,000 for the six months ending December 31, 2023, compared to a pre-tax loss of RMB 16,079,000 in the same period of the previous year[126][127] Revenue and Sales - Revenue for the period reached RMB 38,752,000, an increase of 165% compared to the previous year[30] - Sales of frozen concentrated orange juice and related products increased from approximately RMB 1,852,000 to about RMB 30,425,000 during the reporting period[44] - For the six months ending December 31, 2023, the group reported total revenue of RMB 38,752,000, with revenue from the manufacturing and sale of frozen concentrated orange juice at RMB 30,425,000 and fresh orange juice at RMB 8,327,000[126] - For the six months ending December 31, 2023, the company reported a revenue of approximately RMB 8,327,000, a decrease of 34.7% from RMB 12,756,000 in the same period last year[168] Assets and Liabilities - The company’s cash and cash equivalents increased to RMB 12,186,000 from RMB 5,030,000, indicating improved liquidity[22] - Current liabilities decreased to RMB 309,207,000 from RMB 372,317,000, suggesting better management of short-term obligations[22] - The company’s total assets less current liabilities showed a decrease to RMB (155,285,000) from RMB (250,710,000), indicating a worsening financial position[22] - The group’s current assets as of December 31, 2023, were approximately RMB 58,614,000, up from RMB 24,121,000 as of June 30, 2023[47] - The company's total liabilities as of December 31, 2023, were RMB 205,359,000, compared to RMB 206,588,000 as of June 30, 2023[159] Cash Flow - As of December 31, 2023, the company reported a net cash outflow from operating activities of RMB 16,035 thousand, compared to a net inflow of RMB 11,785 thousand in the previous period[99] - The net cash used in investing activities was RMB 50,072 thousand, significantly higher than RMB 3,642 thousand in the prior period[99] - The net cash inflow from financing activities was RMB 73,258 thousand, contrasting with a net outflow of RMB 4,779 thousand in the previous period[99] - The company recorded a total cash and cash equivalents increase of RMB 7,151 thousand, compared to an increase of RMB 3,364 thousand in the prior period[99] - The total cash and cash equivalents at the end of the period amounted to RMB 12,186 thousand, up from RMB 8,750 thousand at the end of the previous period[99] Operational Efficiency - Distribution costs decreased from approximately RMB 2,009,000 in the same period last year to about RMB 746,000, a reduction of approximately 62.9%[46] - The group’s financing costs increased to RMB 8,528,000 for the six months ending December 31, 2023, compared to RMB 5,225,000 in the previous year[130] Future Plans and Challenges - The company plans to utilize the net proceeds of approximately HKD 74,710,000 from a share subscription for debt repayment and general working capital[34] - The company is focusing on developing new products to support revenue growth, leveraging its strengths in the beverage industry[43] - The overall business environment remains challenging due to uncertain global economic prospects[43] Shareholder Information - The company has adopted a share award plan but did not grant any shares during the reporting period[35] - The group did not declare any interim dividends for the six months ended December 31, 2023[68] - The company did not recommend the payment of an interim dividend for the six months ending December 31, 2023, consistent with the previous year[117] - The company has consolidated its share capital, with every ten shares merged into one share effective from February 26, 2024[89] Compliance and Standards - The company has adopted new and revised International Financial Reporting Standards effective from July 1, 2023, but this did not result in significant changes to accounting policies or reported amounts[84] - The company has not engaged in any purchase, sale, or redemption of its listed securities during the reporting period[98]

Financial Performance - The company reported revenue of approximately RMB 38,752,000 for the six months ended December 31, 2023, representing a 165% increase compared to RMB 14,608,000 in the same period last year[13]. - Gross profit for the period was approximately RMB 3,862,000, up 243% from RMB 1,126,000, with a gross margin of 10.0% compared to 7.7% in the previous year[16]. - The company experienced a net loss of RMB 21,278,000, compared to a net loss of RMB 16,079,000 in the previous year, reflecting a 32% increase in losses[18]. - The company incurred a pre-tax loss of RMB 21,278,000 for the six months ended December 31, 2023, compared to a loss of RMB 10,780,000 in the previous period, indicating a worsening of 97.5%[50]. - The group reported a pre-tax loss of RMB 16,079,000, with segment performance showing a loss of RMB 7,615,000[52]. Revenue Breakdown - The sales of frozen concentrated orange juice surged to approximately RMB 30,425,000 from RMB 1,852,000, driven by a strategic focus on this core business[15]. - The company reported a total revenue of RMB 38,752,000 for the six months ended December 31, 2023, compared to RMB 30,425,000 for the same period last year, reflecting a year-over-year increase of 27.5%[50]. - Total revenue for the group was RMB 14,608,000, with a segment revenue breakdown of RMB 11,855,000 from frozen concentrated orange juice and RMB 12,756,000 from fresh squeezed orange juice[52]. Assets and Liabilities - Trade receivables increased significantly to RMB 24,067,000 from RMB 1,018,000, marking a 2,264% increase[21]. - Cash and cash equivalents rose to RMB 12,186,000, a 142% increase from RMB 5,030,000[21]. - Inventory levels increased to RMB 18,076,000 from RMB 6,619,000, reflecting a 173% rise[21]. - As of December 31, 2023, current assets amounted to RMB 58,614,000, a significant increase from RMB 24,121,000 as of June 30, 2023, representing a 143.5% growth[37]. - The total liabilities as of December 31, 2023, were RMB 309,207,000, down from RMB 372,317,000 as of June 30, 2023, indicating a reduction of 16.9%[37]. - Non-current liabilities include borrowings of RMB 18,936,000 and lease liabilities of RMB 21,587,000[62]. - The group’s total liabilities net of equity amounted to RMB (196,346,000) at the end of the reporting period[62]. Expenses - Distribution costs decreased by approximately 62.9% from RMB 2,009,000 to RMB 746,000[6]. - Administrative expenses increased to RMB 16,704,000 from RMB 12,059,000, indicating a rise of approximately 38.5%[6]. Shareholder Information - The company did not declare any interim dividend for the six months ended December 31, 2023[19]. - The company does not recommend the payment of an interim dividend for the six months ending December 31, 2023[55]. - The weighted average number of ordinary shares for calculating basic and diluted loss per share was 2,752,242,978[72]. - The company issued 1,123,500,000 new ordinary shares at a price of HKD 0.067 per share, raising approximately HKD 74,710,000 for debt repayment and general working capital[79]. - The net proceeds from the share subscription amounted to approximately HKD 74,710,000 after deducting related expenses[91]. - The net amount of unutilized proceeds from the share issuance is expected to be used by December 31, 2024[80]. Corporate Governance - The board confirmed compliance with the corporate governance code throughout the reporting period[82]. - The audit committee reviewed the accounting principles and practices adopted by the group during the reporting period[84]. - The company has established an audit committee consisting of three independent non-executive directors to oversee financial reporting and risk management[94]. Employee Information - The company has 121 employees as of December 31, 2023, a slight increase from 120 employees in the previous year[42]. Risk Management - The company has established a foreign exchange risk management policy to mitigate risks associated with currency fluctuations, particularly involving the US dollar[38]. Capital Expenditures - The company has not made any capital expenditures during the reporting period, consistent with the previous year[41]. Share Consolidation - The company has implemented a share consolidation plan, merging every ten shares into one, effective February 26, 2024[42].

Employee Compensation and Management - For the fiscal year ending June 30, 2023, the total employee compensation for the top five highest-paid employees was RMB 1,907,000, a decrease of 6.7% from RMB 2,044,000 in the previous year[16] - The company has a competitive compensation policy to attract and retain talent, reflecting market conditions and individual qualifications[127] - The board of directors and senior management have established service contracts with a fixed term of three years, subject to re-election and other relevant regulations[125] - The company has not paid any compensation to directors for joining or leaving the group during the fiscal year ending June 30, 2023[13] Financial Performance - Total revenue for the year 2023 was RMB 21,366,000, a decrease of 29.2% compared to RMB 30,172,000 in 2022[81] - Gross profit for 2023 was RMB 6,608,000, down 7.9% from RMB 7,178,000 in the previous year[81] - The company reported a net loss of RMB 26,998,000 for 2023, which is a 32.2% improvement from a loss of RMB 39,816,000 in 2022[81] - EBITDA for the year increased significantly to RMB 19,373,000, a 339.5% increase from RMB 4,408,000 in 2022[81] - The revenue from frozen concentrated orange juice decreased to RMB 11,735,000 in 2023 from RMB 14,212,000 in 2022, representing a decline of approximately 17.4%[46] - The revenue from freshly squeezed orange juice also saw a significant drop, falling to RMB 4,233,000 in 2023 from RMB 7,653,000 in 2022, a decrease of about 44.5%[46] Assets and Liabilities - The depreciation expense for the fiscal year ending June 30, 2023, was RMB 885,000, an increase of 28.5% compared to RMB 689,000 for the previous year[28] - The total cash outflow for leases was RMB 399,000, which is a significant increase of 103.6% from RMB 196,000 in the previous year[28] - The total lease liabilities as of June 30, 2023, amounted to RMB 1,334,000, an increase of 21.9% from RMB 1,095,000 in the previous year[34] - As of June 30, 2023, the carrying amount of right-of-use assets was approximately RMB 11,975,000, up from RMB 6,762,000 in the previous year, indicating a growth of 77.5%[28] - Trade payables decreased to RMB 73,475,000 in 2023 from RMB 100,847,000 in 2022, indicating a reduction of approximately 27.2%[58] - Trade receivables decreased by 76.6% to RMB 1,018,000 from RMB 4,351,000 in the previous year[81] - Inventory increased by 10.1% to RMB 6,619,000 compared to RMB 6,013,000 in 2022[81] Impairment and Losses - The company did not recognize any impairment losses for the fiscal year ending June 30, 2023, compared to an impairment reversal of RMB 1,500,000 in the previous year[24] - The company has not confirmed any impairment losses for right-of-use assets as the recoverable amount exceeded the carrying amount for both fiscal years[40] - For the fiscal year ending June 30, 2023, the group did not recognize any impairment losses on its properties, plants, and equipment, while an impairment loss of RMB 1,500,000 was reversed for the fiscal year ending June 30, 2022[45] Corporate Governance - The company has complied with all applicable provisions of the Corporate Governance Code during the reporting period[154] - The company is committed to maintaining high standards of corporate governance to protect shareholders' interests[158] - The board composition includes a balance of executive and independent non-executive directors, maintaining high levels of independence[168] - The company has confirmed that all independent non-executive directors meet the independence criteria as per listing rules[168] - The company has adopted a code of conduct for securities trading by directors, ensuring compliance with the standards set out in the listing rules[148] Future Plans and Challenges - The company plans to develop new products, including bottled Chinese tea drinks and zero-sugar sodas, to support revenue growth[84] - The company faces significant challenges in the upcoming year due to an uncertain global economic outlook[87] - The company is exploring new locations in Hong Kong for establishing new production facilities[84] Committees and Meetings - The Audit Committee held three meetings during the reporting period, with attendance recorded as follows: Mr. Ma Youheng (Chairman) attended 2 out of 2 meetings, Ms. Zhong Yingyi attended 2 out of 3 meetings, and Mr. Zhong Shui Rong attended 2 out of 2 meetings[200] - The Audit Committee discussed and reviewed the group's interim and final performance, as well as the effectiveness of internal controls during the reporting period[199] - The Remuneration Committee has reviewed the group's remuneration policy and assessed the performance and remuneration of directors and senior management during the reporting period[186] - The Nomination Committee has evaluated the existing structure, composition, and diversity of the board, ensuring it meets governance standards and the group's requirements[190]

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的內容概不負責， 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的任何損失承擔任何責任。 森美（集團）控股有限公司 Summi (Group) Holdings Limited （於開曼群島註冊成立的有限公司） （股份代號： 00756） 截至二零二三年六月三十日止年度 年度業績公告 財務概要 二零二三年 二零二二年 %變動 人民幣千元 人民幣千元 （概約） 綜合損益及其他全面收益表 收入 21,366 30,172 (29.2%) 毛利 6,608 7,178 (7.9%) 年內虧損 (26,998) (39,816) (32.2%) 扣除利息、稅項、折舊及攤銷前 盈利(EBITDA（) 附註） 19,373 4,408 339.5% ...

Financial Performance - The total comprehensive income for the six months ended December 31, 2022, was RMB 19,341,000, with a net cash increase of RMB 3,364,000[6]. - The group reported a pre-tax loss of RMB (32,731,000) for the six months ended December 31, 2022[14]. - The company recorded a revenue of approximately RMB 14,608,000, a decrease of about 25.6% compared to RMB 19,635,000 in the previous year[73]. - Gross profit for the period was approximately RMB 1,126,000, down about 46.3% from RMB 2,096,000 in the previous year, resulting in a gross margin of approximately 7.7% compared to 10.7% last year[76]. - The company reported a net loss of approximately RMB 16,079,000, compared to a net loss of RMB 32,731,000 in the previous year[78]. - The net loss for the period was RMB 16,079,000, representing a 50.9% decrease from RMB 32,731,000 in the prior period, with basic and diluted loss per share at RMB (0.83) compared to RMB (1.4)[88]. - The operating loss for the six months was RMB 10,854,000, significantly improved from a loss of RMB 20,145,000 in the prior year, showing a reduction of approximately 46.0%[156]. - The company’s total liabilities amounted to RMB 387,529,000, an increase from RMB 343,454,000 in the previous year, representing a rise of approximately 12.8%[159]. - The company’s total assets decreased to RMB 102,419,000 from RMB 111,395,000, reflecting a decline of about 8.0%[159]. Cash Flow and Liquidity - Operating cash flow for the period was RMB 11,785,000, while cash used in investing activities was RMB (3,642,000)[6]. - Cash and cash equivalents increased by 61.4% to RMB 8,750,000 from RMB 5,420,000[72]. - The total cash and cash equivalents at the end of the period were RMB 8,750,000, compared to RMB 7,235,000 at the end of the previous year[6]. - The group aims to maintain sufficient liquidity to meet upcoming liabilities and avoid unacceptable losses[116]. Inventory and Receivables - Inventory surged by 265.4% to RMB 21,970,000 from RMB 6,013,000[72]. - Trade receivables rose by 76.4% to RMB 7,675,000 from RMB 4,351,000[72]. - Trade receivables were approximately RMB 7,675,000, up from RMB 4,351,000, and inventory increased to RMB 21,970,000 from RMB 6,013,000[95]. Expenses and Cost Management - Distribution costs decreased by approximately 56.5%, from RMB 4,618,000 to RMB 2,009,000[77]. - Administrative expenses decreased from approximately RMB 19,763,000 to about RMB 12,059,000 during the reporting period[92]. - The group incurred interest expenses of RMB 5,225,000, a decrease from RMB 12,586,000 in the previous year[184]. - The company’s bank loan interest decreased significantly to RMB 3,803,000 from RMB 11,247,000 year-on-year[184]. Government Grants and Taxation - Government grants received amounted to RMB 2,074,000, an increase from RMB 1,872,000 in the previous year[23]. - The group’s Malaysian operations were subject to a tax rate of 24% on estimated taxable profits[27]. Dividends and Shareholder Returns - The group did not declare an interim dividend for the six months ended December 31, 2022, consistent with the previous year[28]. - The company decided not to declare any interim dividend for the six months ended December 31, 2022[79]. Operational Developments - The company is developing new products such as bottled Chinese tea and sugar-free soda water, although development has been impacted by COVID-19[90]. - The group has not disclosed any new product developments or market expansion strategies in the current report[172]. Corporate Governance and Compliance - The group has established an audit committee consisting of three independent non-executive directors to oversee financial reporting and risk management[113]. - The board has ensured compliance with listing rules regarding the appointment of independent non-executive directors following recent resignations[112]. - The group has taken immediate action to comply with listing rules after recent changes in board composition[134]. - The audit committee has reviewed the accounting principles and practices adopted by the group during the reporting period[137]. Foreign Exchange and Risk Management - The group has implemented a foreign exchange risk management policy to mitigate risks associated with currency fluctuations, particularly involving USD[117]. - The company recorded a foreign exchange loss of RMB 1,830,000 during the period, compared to a gain of RMB 3,022,000 in the previous year[156].