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的任何損失承擔任何責任。 承董事會命 建德國際控股有限公司 主席 佘德聰 JIANDE INTERNATIONAL HOLDINGS LIMITED 建 德 國 際 控 股 有 限 公 司 （於開曼群島註冊成立的有限公司） （股份代號：865） 董事會會議召開日期 建德國際控股有限公司（「本公司」）之董事（「董事」）會（「董事會」）謹此公佈，將於 二零二五年八月二十八日（ 星期四 ）於香港鰂魚涌華蘭路20號華蘭中心4樓401 – 402 室舉行董事會會議，以（ 其中包括 ）考慮及通過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中期業績及相關之業績公佈。 香港，二零二五年八月十三日 於本公告日期，執行董事為佘德聰先生、蔡建四先生及吳志松先生以及獨立非執 行董事為馬世欽先生、楊權先生及朱愛萍女士。 ...

股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年7月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 建德國際控股有限公司 呈交日期: 2025年8月1日 | 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) | 00865 | 說明 | | | | | | | | | | 已發行股份（不包括庫存股份）數目 | | | 庫存股份數目 | | 已發行股份總數 | | | 上月底結存 | | | | 5,837,989,696 | | 0 | | 5,837,989,696 | | 增加 / 減少 (-) | | | | | | | | | | 本月底結存 | | | | 5,837,989,696 | | 0 | | 5,837,989,696 | 第 2 頁 共 10 頁 v 1.1.1 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 ...

Summary of Key Points Core Viewpoint - As of May 16, a total of 54 stocks reached their 52-week highs, indicating a positive trend in the market, with notable performances from Glory Holdings, Jian De International Holdings, and Xunlong [1]. Group 1: 52-Week Highs - Glory Holdings (09998) achieved a closing price of 0.209 with a peak of 0.290, marking a high rate of 72.62% [1]. - Jian De International Holdings (00865) closed at 0.054, reaching a high of 0.073, reflecting a 25.86% increase [1]. - Xunlong (01930) closed at 0.370, with a peak of 0.500, resulting in a 25.00% increase [1]. - Other notable stocks include Sound Technology (02495) with a 20.67% increase and CLSA PREMIUM (06877) with a 19.15% increase [1]. Group 2: 52-Week Lows - INTL GENIUS (00033) recorded a closing price of 1.290, with a low of 0.930, reflecting a decrease of 22.50% [2]. - 威发国际 (00765) closed at 0.300, reaching a low of 0.265, indicating a decline of 22.06% [2]. - 时腾科技 (08113) had a closing price of 0.042, with a low of 0.030, showing a decrease of 21.05% [2]. - Other significant declines include 顺豪控股 (00253) with a 12.50% decrease and 奥传思维控股 (08091) with a 10.00% decrease [2].

Group 1 - As of May 15, 78 stocks reached their 52-week highs, with Jian De International Holdings (00865), China Carbon Neutral (01372), and Huicui International (08041) leading the high rate at 93.33%, 51.28%, and 43.24% respectively [1] - Jian De International Holdings closed at 0.050 with a peak of 0.058, while China Carbon Neutral and Huicui International closed at 1.180 and 0.475, with peaks of 1.180 and 0.530 respectively [1] - Other notable stocks that reached new highs include Lehua Entertainment (02306) at 2.000 (18.34%) and Glory Holdings (09998) at 0.160 (12.00%) [1] Group 2 - The 52-week low rankings show XI Er Nan Ying Wei - U (09011) at a closing price of 5.995, with a low of 5.800, reflecting a decline of -19.94% [3] - Other stocks reaching new lows include China Metal Utilization - New at 0.280 (low of 0.250, -10.71%) and Changyou International Group (01039) at 0.046 (low of 0.044, -8.33%) [3] - The list also includes Ocean Group (03377) at 0.129 (low of 0.126, -5.97%) and Zhongqi Group (01932) at 0.211 (low of 0.200, -4.76%) [3]

行业估值方面，地产行业市盈率（TTM）平均值为4.91倍，行业中值-0.15倍。建德国际控股市盈 率-2.93倍，行业排名第145位；其他百仕达控股（01168.HK）为0.29倍、恒达集团控股（03616.HK）为 1.71倍、美联集团（01200.HK）为2.37倍、瑞森生活服务（01922.HK）为2.82倍、中奥到家 （01538.HK）为2.94倍。 5月14日，截至港股收盘，恒生指数上涨2.3%，报23640.65点。建德国际控股（00865.HK）收报0.028港 元/股，上涨27.27%，成交量950.4万股，成交额24.62万港元，振幅27.27%。 最近一个月来，建德国际控股累计涨幅4.76%，今年来累计涨幅29.41%，跑赢恒生指数15.2%的涨幅。 财务数据显示，截至2024年12月31日，建德国际控股实现营业总收入7673.6万元，同比减少72.43%；归 母净利润-4059万元，同比减少1000.6%；毛利率9.04%，资产负债率30.27%。 机构评级方面，目前暂无机构对该股做出投资评级建议。 （以上内容为金融界基于公开消息，由程序或算法智能生成，不作为投资建议或交易依据。） 作 ...

Financial Performance - The company's revenue for the year ended December 31, 2024, decreased by 72.4% to RMB 76,736,000 from RMB 278,286,000 for the previous year, primarily due to a reduction in the volume of property completions and deliveries [14]. - Gross profit fell by 81.3% to RMB 6,936,000, with a gross margin decline from 13.3% to 9.0%, attributed to a decrease in average property selling prices [14]. - For the year ended December 31, 2024, the company recorded a net loss attributable to owners of RMB 40,590,000, compared to a net profit of RMB 4,507,000 for the year ended December 31, 2023, primarily due to a decrease in revenue, gross profit, and fair value of investment properties, along with increased tax expenses [16]. - The total comprehensive loss for the year ended December 31, 2024, was RMB 41,408,000, compared to a comprehensive income of RMB 7,810,000 in 2023 [140]. - The company reported a net loss of RMB 41,310,000 for the year ended December 31, 2024, compared to a profit of RMB 7,590,000 in 2023 [140]. Expenses and Costs - Sales expenses decreased by 57.8% to RMB 3,513,000, while administrative expenses reduced by 12.1% to RMB 13,349,000, due to additional cost control measures implemented by the company [15]. - The income tax expense increased by 186.1% to RMB 24,098,000, primarily due to insufficient provisions for land value-added tax in the previous year [15]. - The company incurred a financing cost of RMB 7,000 for the year ended December 31, 2024, slightly down from RMB 8,000 in 2023 [140]. Assets and Liabilities - As of December 31, 2024, the total assets of the group amounted to RMB 1,094,032,000, with cash and cash equivalents of RMB 116,590,000, total equity of RMB 762,830,000, and total liabilities of RMB 331,202,000 [17]. - The current ratio as of December 31, 2024, was 3.06, an increase from 2.93 as of December 31, 2023, indicating improved liquidity [17]. - The debt-to-equity ratio as of December 31, 2024, was 13.4%, down from 19.7% as of December 31, 2023, reflecting a reduction in leverage [17]. - Total liabilities decreased from RMB 378,523,000 in 2023 to RMB 321,143,000 in 2024, indicating improved financial stability [143]. Shareholder Information - The company did not recommend any dividend payment for the year, consistent with the previous year [25]. - As of December 31, 2024, the company has significant shareholdings by major shareholders, with Fame Build Holdings Limited owning 1,517,896,394 shares, representing 26.00% of the issued share capital, and Talent Connect Investments Limited owning 1,780,596,394 shares, representing 30.50% [49]. - The company allows shareholders holding at least 10% of the paid-up capital to request a special general meeting [112]. Corporate Governance - The board consists of six members, with three executive directors and three independent non-executive directors [64]. - The board has a balanced composition of executive and non-executive directors, ensuring sufficient independent judgment [69]. - The company has adopted a board diversity policy to ensure a balanced mix of skills, experience, and diverse thinking among board members [67]. - The company has established appropriate recruitment measures to promote diversity among employees [67]. - The company has maintained compliance with the corporate governance code throughout the fiscal year ending December 31, 2024 [62]. Risk Management - The board has established a risk management system that includes a three-line defense model to identify, assess, and mitigate risks [83]. - The company has engaged an external consultant to review its risk management and internal control systems for effectiveness [84]. - The company has established a risk mitigation plan and appointed risk owners for significant risks identified [83]. Compliance and Regulations - The company is committed to minimizing its environmental impact and has implemented various measures to ensure compliance with environmental laws and regulations [55]. - The company has adhered to all relevant laws and regulations that significantly impact its operations during the year [56]. - The company has established an "Insider Information Policy" to ensure timely and fair disclosure of insider information, maintaining confidentiality until public release [85]. Financial Reporting - The financial statements have been prepared in accordance with Hong Kong Financial Reporting Standards, reflecting a true and fair view of the group's financial position [120]. - The audit opinion confirms that the financial statements are free from material misstatement, providing assurance to stakeholders [121]. - The company is committed to transparency and adherence to ethical standards in its financial reporting and auditing processes [121]. Employee Information - The total employee cost for the year ended December 31, 2024, was RMB 8,144,000, slightly up from RMB 8,013,000 in 2023 [19]. - The gender ratio among employees, including senior management, is 1.62:1 as of December 31, 2024 [67]. Projects and Development - The company is focusing on residential property projects in China, specifically in Xinyang, Henan Province, and Wugang, Hunan Province, amidst a challenging domestic real estate market [8]. - The company has several ongoing projects, including the Xixian Kangqiao Academy in Henan and the Wugang Kangqiao Academy in Hunan, with expected completion dates ranging from 2025 to 2027 [10]. - The total area of ongoing and completed projects amounts to 1,107,000 square meters, with a significant portion still under development [10].

Financial Performance - Total revenue for the year ending December 31, 2024, was RMB 76,736,000, a decrease from RMB 278,286,000 in the previous year, representing a decline of approximately 72.5%[2] - Gross profit for the same period was RMB 6,936,000, down from RMB 37,006,000, indicating a decrease of about 81.2%[2] - The company reported a net loss of RMB 41,310,000 for the year, compared to a profit of RMB 7,590,000 in the previous year, reflecting a significant shift in performance[3] - The total comprehensive loss for the year was RMB 41,408,000, compared to a comprehensive income of RMB 7,810,000 in the previous year[3] - Basic and diluted loss per share was RMB 0.70, compared to earnings of RMB 0.08 per share in the previous year[3] - The company experienced a significant decline in sales cost, which was RMB 69,800,000, down from RMB 241,280,000, a decrease of approximately 71.1%[2] - The overall financial performance indicates a need for strategic adjustments to improve profitability and market position[2] Income and Expenses - Other income and gains amounted to RMB 3,432,000, compared to RMB 2,233,000 in the previous year, showing an increase of approximately 54%[2] - The company incurred selling and administrative expenses of RMB 13,349,000, which was lower than RMB 15,182,000 from the previous year, indicating a reduction of about 12.1%[2] - The company's income tax expense for the year 2024 is RMB 536,699 thousand, compared to RMB 1,616 thousand in the previous year[25] - The total income tax expense for land value increment tax in 2024 is RMB 37,550 thousand, compared to RMB 5,144 thousand in 2023[25] - The company reported a significant increase in operating expenses, with direct operating costs rising to RMB 31 thousand in 2024 from RMB 57 thousand in 2023[25] - The total employee compensation for the year 2024 is RMB 8,144 thousand, slightly down from RMB 8,013 thousand in 2023[25] Assets and Liabilities - Total assets as of December 31, 2024, amounted to RMB 980,821 thousand, a decrease from RMB 1,106,964 thousand in 2023[4] - Non-current assets were valued at RMB 111,665 thousand in 2024, compared to RMB 91,972 thousand in 2023, reflecting a growth of approximately 21%[4] - Current assets reached RMB 874,729 thousand in 2024, slightly down from RMB 880,792 thousand in 2023[4] - Total liabilities decreased to RMB 321,143 thousand in 2024 from RMB 378,523 thousand in 2023, indicating a reduction of about 15%[5] - The net asset value was RMB 661,224 thousand in 2024, compared to RMB 731,306 thousand in 2023, showing a decline of approximately 9.6%[5] - The company's equity attributable to owners was RMB 747,565 thousand in 2024, down from RMB 788,061 thousand in 2023, representing a decrease of about 5.1%[5] - Deferred tax liabilities were RMB 9,910 thousand in 2024, compared to RMB 18,907 thousand in 2023, indicating a significant reduction of approximately 47%[6] Revenue Sources - The group reported sales from various residential projects, with notable contributions from the Wugang Kangqiao Academy project, generating RMB 158,132,000 in revenue[16] - All revenue sources for the group are derived from property development projects located in China, with no regional breakdown provided[23] - The group’s revenue is primarily driven by sales from property development projects in China[22] - The sales revenue from pre-sold properties for 2024 is projected to be RMB 101,012,000, compared to RMB 110,770,000 in 2023, reflecting a decrease of approximately 8.5%[35] Market and Strategic Outlook - The company plans to explore new market opportunities and enhance product development strategies moving forward[2] - The company continues to focus on residential projects in China, specifically in Xinyang City, Henan Province, and Wugang City, Hunan Province[42] - The central government has emphasized the importance of stabilizing the domestic real estate market, implementing measures such as lowering down payment requirements and mortgage rates[42] - The company aims to maintain a balanced approach between stable development, efficiency, and risk management[43] - The company is committed to developing high-quality properties and living communities, particularly in urban areas with strong housing demand[43] - The company will continue to innovate product features to meet customer demands for a better quality of life[43] Compliance and Governance - The group has adopted the revised Hong Kong Financial Reporting Standards, which became effective this year, without significant impact on the financial position and performance for the current and prior years[8] - The group has complied with the corporate governance code as of December 31, 2024, ensuring shareholder interests and transparency[56] - The board of directors does not recommend the payment of any dividends for the year ending December 31, 2024, consistent with the previous year[59] Employment and Operations - The company has approximately 34 full-time employees in China as of December 31, 2024[55] - The group has several ongoing property development projects with a total land area of 349,000 square meters and a total construction area of 1,107,000 square meters[44] Other Information - There have been no significant events following the reporting period[39] - The company has not engaged in any buybacks, sales, or redemptions of its listed securities during the year ending December 31, 2024[58] - The annual general meeting is scheduled for June 5, 2025, in Hong Kong[61] - The company will suspend share registration procedures from June 2, 2025, to June 5, 2025, for the purpose of processing proxy votes[62]

Financial Performance - For the six months ended June 30, 2024, the company reported revenue of RMB 63,934,000, an increase of 242.5% compared to RMB 18,696,000 for the same period in 2023[3]. - Gross profit for the same period was RMB 8,176,000, up from RMB 6,212,000, reflecting a gross margin improvement[3]. - The company recorded a net loss of RMB 3,814,000 for the six months ended June 30, 2024, compared to a net loss of RMB 3,396,000 in the prior year[3]. - The basic and diluted loss per share for the period was RMB 0.07, compared to RMB 0.06 in the previous year[5]. - The total comprehensive income for the period was RMB 784,189,000, a decrease from RMB 793,055,000 in the previous year, representing a decline of approximately 1%[12]. - The company reported a cash and cash equivalents balance of RMB 119,100,000 at the end of June 30, 2024, down from RMB 156,584,000 at the end of June 30, 2023, indicating a decrease of 24%[15]. - The company reported other income of RMB 1,796,000, an increase from RMB 1,440,000 in the same period last year[3]. - The total loss for the period attributable to owners of the company was RMB 3,830,000, compared to RMB 3,348,000 in 2023, reflecting an increase in losses of 14.39%[33]. Assets and Liabilities - Total assets as of June 30, 2024, were RMB 1,038,401,000, a slight decrease from RMB 1,109,829,000 as of December 31, 2023[8]. - The company's total liabilities decreased to RMB 332,253,000 from RMB 378,523,000, indicating improved financial stability[8]. - The total equity attributable to the owners of the company was RMB 784,189,000, down from RMB 788,061,000 at the end of 2023[9]. - The company’s total liabilities decreased to RMB 233,449,000 as of June 30, 2024, compared to RMB 237,474,000 in the previous year, showing a reduction of approximately 1%[12]. - The total amount of properties under development, in development, and for sale is RMB 843,068,000 as of June 30, 2024, compared to RMB 880,792,000 as of December 31, 2023[42]. - The total receivables, deposits, and prepayments amount to RMB 14,836,000 as of June 30, 2024, down from RMB 15,382,000 as of December 31, 2023[43]. - Trade payables increased to RMB 3,278,000 as of June 30, 2024, compared to RMB 2,242,000 as of June 30, 2023[46]. - Contract liabilities from pre-sale proceeds amount to RMB 81,757,000 as of June 30, 2024, down from RMB 110,770,000 as of December 31, 2023[49]. Market and Business Strategy - The company is focused on property development, with revenue derived from the sale of properties, highlighting its core business strategy[20]. - The company has plans for market expansion and new product development, although specific details were not disclosed in the report[12]. - The company continues to explore strategic acquisitions to enhance its market position and operational capabilities[12]. - The company plans to continue focusing on high-quality property development in urban areas with strong housing demand amid ongoing urbanization in China[66]. - The company expects the real estate industry to remain challenging in the second half of 2024, but anticipates supportive government policies to stabilize the property market[66]. Investment Properties - The fair value loss on investment properties was RMB 1,838,000, compared to a loss of RMB 1,420,000 in the previous year[3]. - The fair value of investment properties as of June 30, 2024, was RMB 81,089,000, down from RMB 87,065,000 at the end of 2023, a decrease of 6.78%[36]. - The fair value of investment properties located in Quanzhou, Fujian, is RMB 11,100,000, reflecting a slight increase in the capitalization rate from 4.8% in 2023 to 5.0% in 2024[40]. - The fair value of investment properties in Jiangsu Province is RMB 5,760,000, with recent market transaction prices for parking spaces ranging from RMB 40,000 to RMB 100,000[40]. Cash Flow and Expenses - The net cash used in operating activities for the six months ended June 30, 2024, was RMB 7,679,000, compared to RMB 23,175,000 used in the same period in 2023, indicating improved cash flow management[15]. - Employee costs for the six months ended June 30, 2024, amounted to RMB 4,079,000, up from RMB 3,884,000 in the previous year[74]. - The current tax expense for corporate income tax was RMB 1,021,000, down from RMB 1,656,000 in the previous year, a decrease of 38.49%[25]. Share Capital and Dividends - As of June 30, 2024, the company has issued 100,000,000 shares with a total share capital of HKD 500,000 (approximately RMB 435,951,000)[54]. - The company did not declare or propose any dividends for the six months ended June 30, 2024, consistent with the previous year[32]. - The company’s total issued share capital as of June 30, 2024, reflects a stable capital structure with no preferential rights attached to the shares[54]. Related Party Transactions - The company recorded a related party transaction with Fujian Detai Property Management Co., Ltd., paying RMB 245,000 for property management services in the first half of 2024, down from RMB 366,000 in the same period of 2023[56]. - The company has a non-trade payable to Shishi Qixin Trading Co., Ltd. of RMB 122,354,000 as of June 30, 2024, slightly up from RMB 122,274,000 as of December 31, 2023[59]. Audit and Compliance - The audit committee reviewed the unaudited condensed consolidated financial statements for the six months ended June 30, 2024[85]. - The company has not recognized or disclosed deferred tax assets and liabilities related to pillar two income tax due to the application of temporary exceptions under Hong Kong accounting standards[28]. - The company has not engaged in any significant acquisitions or disposals of subsidiaries, joint ventures, or associated companies during the reporting period[72].

Revenue and Profitability - Revenue for the six months ended June 30, 2024, was RMB 363,934,000, a significant increase from RMB 18,696,000 in the same period last year, representing a growth of approximately 1,846%[2] - Gross profit for the same period was RMB 8,176,000, compared to RMB 6,212,000 in the previous year, indicating a year-over-year increase of about 32%[2] - The company reported a loss before tax of RMB 174,000, a substantial improvement from a loss of RMB 3,914,000 in the prior year, reflecting a decrease in losses of approximately 95%[2] - The basic and diluted loss per share for the period was RMB 0.07, compared to RMB 0.06 in the previous year, indicating a slight increase in loss per share[3] - The group reported a total tax expense of RMB 2,766,000 for the six months ended June 30, 2024, compared to RMB 2,055,000 for the same period in 2023[14] Comprehensive Loss - Total comprehensive loss for the period was RMB 3,856,000, compared to RMB 3,469,000 in the previous year, showing an increase in losses of about 11%[3] - The group incurred a loss attributable to owners of the company of RMB (3,830,000) for the six months ended June 30, 2024, compared to RMB (3,348,000) for the same period in 2023[16] Assets and Liabilities - Non-current assets as of June 30, 2024, totaled RMB 113,889,000, up from RMB 91,972,000 at the end of the previous year, marking an increase of approximately 24%[4] - Current assets decreased to RMB 1,036,230,000 from RMB 1,106,964,000, a decline of about 6%[4] - Current liabilities were reported at RMB 332,253,000, down from RMB 378,523,000, indicating a reduction of approximately 12%[5] - The company's total equity attributable to owners was RMB 784,189,000, slightly down from RMB 788,061,000, reflecting a decrease of about 0.2%[5] - As of June 30, 2024, total assets amounted to RMB 1,152,290,000, with total liabilities of RMB 351,909,000, resulting in a debt-to-equity ratio of 19.5%[30] Property Development - As of June 30, 2024, the total amount of properties under development and for sale is RMB 843,068,000, compared to RMB 880,792,000 as of December 31, 2023, reflecting a decrease of approximately 4.3%[18] - The amount of properties under development increased to RMB 353,637,000 as of June 30, 2024, up from RMB 336,184,000 as of December 31, 2023, representing an increase of about 5.4%[18] - The amount of properties for sale decreased to RMB 235,920,000 as of June 30, 2024, down from RMB 291,334,000 as of December 31, 2023, indicating a decline of approximately 19%[18] Operational Performance - The group reported a total of 10,812 units sold for the Kangqiao Academy project in Henan Province, with revenue of RMB 47,025,000 from the Wugang project, indicating strong performance in these segments[10] - The group anticipates continued challenges in the real estate industry in the second half of 2024, despite expected government policies to stabilize the property market[26] - The group aims to maintain a balance between growth, efficiency, and risk management while focusing on developing high-quality properties and communities[26] Financial Management - Selling and administrative expenses decreased by 6.0% and 16.0%, respectively, due to cost control measures implemented by the group[28] - The group’s current ratio improved to 3.13 times as of June 30, 2024, compared to 2.93 times at the end of 2023[30] - The group has not presented segment information due to the integration of its business operations, focusing on overall operational performance[11] Corporate Governance and Reporting - The company has adhered to the corporate governance code as of June 30, 2024, ensuring the protection of shareholder interests and enhancing transparency[34] - The company's financial statements for the six months ending June 30, 2024, have been reviewed by an independent auditor in accordance with the relevant auditing standards[39] - The interim report will be sent to shareholders by September 30, 2024, and will also be published on the company's website[40] Other Financial Metrics - The total employee cost for the six months ending June 30, 2024, was RMB 4,079,000, an increase from RMB 3,884,000 in the same period of 2023, reflecting a growth of approximately 5.0%[33] - The group’s bank deposit interest income increased to RMB 1,755,000 for the six months ended June 30, 2024, from RMB 1,416,000 in the same period of 2023[12] - Other income from fixed rental income for investment properties increased to RMB 41,000 for the six months ended June 30, 2024, compared to RMB 24,000 in the same period of 2023[12] - The group reported a net foreign exchange loss primarily from converting bank balances and cash denominated in currencies other than RMB[31] - The group has pledged development properties amounting to RMB 136,024,000 to secure bank loans[32] Future Plans - The company has plans for market expansion and new product development, although specific details were not disclosed in the earnings call[6] - The group has implemented the revised Hong Kong Financial Reporting Standards effective from January 1, 2024, with no significant impact on the financial position or performance[9] - The company has no significant acquisitions or disposals of subsidiaries, joint ventures, or associated companies during the reporting period[31] - No interim dividend has been recommended by the board for the six months ending June 30, 2024[37]

Financial Performance - For the fiscal year ending December 31, 2023, the company's revenue increased by 6.2% to RMB 278,286,000 from RMB 262,153,000 in the previous year, primarily due to an increase in the volume of completed and delivered properties [12]. - The company's gross profit decreased by 55.7% to RMB 37,006,000, with a gross profit margin dropping from 31.9% to 13.3%, attributed to market price adjustments in the property sector [12]. - For the year ended December 31, 2023, the group reported a net profit attributable to owners of the company of RMB 4,507,000, a decrease of 85.6% from RMB 31,321,000 for the year ended December 31, 2022 [14]. - The group reported a total net loss of approximately RMB 24.98 million due to fund misappropriation from 2019 to 2022 [94]. - Revenue from property sales for the year ended December 31, 2023, was RMB 278,286,000, an increase of 6.5% compared to RMB 262,153,000 in 2022 [157]. - Gross profit decreased to RMB 37,006,000 in 2023 from RMB 83,593,000 in 2022, representing a decline of 55.7% [157]. - Net profit for the year was RMB 7,590,000, down 76.5% from RMB 32,226,000 in the previous year [159]. - Basic and diluted earnings per share decreased to RMB 0.08 from RMB 0.54, a decline of 85.2% [159]. - Total comprehensive income for the year was RMB 7,810,000, down 76.0% from RMB 32,445,000 in 2022 [159]. Project Development - The company is focusing on four residential and commercial property projects in China, including the Xixian Kangqiao Academy in Henan and the Wugang Kangqiao Academy in Hunan, with ongoing deliveries starting from July 2023 [6]. - The company has several ongoing projects with expected completion dates ranging from 2024 to 2026, including residential and commercial developments in Hunan and Henan provinces [8]. - The total area of ongoing property development projects is approximately 1,107,000 square meters, with a significant portion already completed or under development [8]. Economic Outlook - The Chinese economy is projected to grow by 5.2% in 2023, with the real estate market facing challenges, including a 6.5% year-on-year decrease in commodity housing sales to approximately RMB 11.7 trillion [5]. - The company anticipates more supportive policies from the government to stabilize and promote the real estate market in 2024, emphasizing high-quality development [6]. Management and Governance - The company maintains a cautious management approach to balance growth, efficiency, and risk, aiming to develop high-quality properties and living communities [6]. - The board of directors includes Mr. Che Tak Chung as Chairman and Mr. Choi Kin Sze as CEO [34]. - The board consists of six members, with three executive directors and three independent non-executive directors, ensuring a balanced composition [67]. - The company emphasizes the importance of corporate governance and has established a clear division of responsibilities between the chairman and the CEO [75]. - The independent non-executive directors play a crucial role in ensuring high levels of financial and statutory reporting [72]. - The company has established internal control measures and training to ensure compliance with applicable laws and regulations [57]. Financial Position - As of December 31, 2023, the group's total assets amounted to RMB 1,201,801,000, with total liabilities of RMB 804,334,000 and total equity of RMB 397,467,000 [15]. - The current ratio as of December 31, 2023, was 2.93 times, compared to 2.45 times as of December 31, 2022 [15]. - The group had secured bank borrowings of RMB 36,000,000 as of December 31, 2023, unchanged from the previous year [15]. - The group pledged approximately RMB 135,787,000 of development properties as collateral for bank borrowings as of December 31, 2023 [31]. Expenses and Costs - The group's sales expenses increased by 13.3% from RMB 7,349,000 for the year ended December 31, 2022, to RMB 8,324,000 for the year ended December 31, 2023, primarily due to additional sales agent commissions incurred from property deliveries [13]. - The group's administrative expenses decreased by 27.4% from RMB 20,914,000 for the year ended December 31, 2022, to RMB 15,182,000 for the year ended December 31, 2023, mainly due to additional cost control measures implemented in response to a challenging business environment [13]. - The total employee cost for the year ended December 31, 2023, was RMB 8,013,000, down from RMB 9,484,000 in the previous year [17]. Shareholder Information - The group did not recommend the payment of any dividends for the year, consistent with the previous year [23]. - The company reported a total of 1,517,896,394 shares held by Fame Build Holdings Limited, representing approximately 26.00% of the issued share capital [42]. - Talent Connect Investments Limited holds 1,780,596,394 shares, accounting for approximately 30.50% of the issued share capital [42]. Compliance and Regulations - The company has confirmed compliance with a non-competition agreement, ensuring no direct or indirect competition in the residential and commercial property development sector in China [50]. - The company has adhered to all relevant laws and regulations that significantly impact its operations during the year ending December 31, 2023 [57]. - The company maintains sufficient public float as per the requirements of the Listing Rules [53]. - The company has a clear insider information policy to ensure timely and fair disclosure of material information to the public [95]. Risk Management - The board has established a risk management and internal control system, which is reviewed annually by an external consultant to ensure its effectiveness [92]. - The company employs a three-tier risk management approach to identify, assess, mitigate, and manage risks associated with its operations [91]. - The board believes that the existing risk management and internal control system is effective in preventing future fund misappropriation incidents [94]. Audit and Financial Reporting - The independent auditor has confirmed that the financial statements reflect the group's financial position accurately as of December 31, 2023 [136]. - The audit committee reviewed the consolidated financial statements for the year ended December 31, 2023, including the accounting principles and practices adopted [118]. - The audit fees for the year ended December 31, 2023, amounted to RMB 905,000 for statutory audit services and RMB 290,000 for non-audit services [96]. - The auditor communicated with the audit committee regarding the planned audit scope, timing, and significant audit findings, including any identified deficiencies in internal controls [154]. Environmental Commitment - The company is committed to minimizing its environmental impact and has implemented measures such as using eco-friendly materials and monitoring construction processes to comply with environmental regulations [56].