Revenue Growth - Total revenue for the six months ended September 30, 2023, reached approximately HKD 203.6 million, a 191.2% increase compared to HKD 69.9 million for the same period last year[10]. - Revenue from procurement services related to solar power construction projects amounted to approximately HKD 107.8 million, up 537.9% from HKD 16.9 million in the previous year[12]. - Trade business revenue increased to approximately HKD 82.0 million, a 96.6% rise from HKD 41.7 million in the same period last year[13]. - Revenue from energy management contracting services rose to approximately HKD 5.9 million, a 103.4% increase from HKD 2.9 million in the previous year[16]. - Revenue for the period was HKD 203,556,000, an increase of HKD 133,648,000 or 191.2% compared to HKD 69,908,000 in the same period last year[17]. - Revenue for the six months ended September 30, 2023, was HKD 203.56 million, a significant increase from HKD 69.91 million in the same period of 2022, representing a growth of approximately 191%[42]. - The segment profit for procurement services and other IT services was HKD 26.908 million, up from HKD 15.957 million year-on-year, indicating a growth of about 68.7%[81]. - The revenue from general merchandise trading increased to HKD 81.957 million from HKD 41.679 million, reflecting a growth of approximately 96.5%[84]. - Energy management contracting services generated revenue of HKD 5.860 million, compared to HKD 2.851 million in the previous year, marking a growth of around 105.5%[84]. Profitability - The company recorded a profit of HKD 3,498,000 for the period, compared to a loss of HKD 11,179,000 in the same period last year, primarily due to increased revenue and reduced administrative expenses[26]. - The company reported a profit of HKD 3.50 million for the six months ended September 30, 2023, compared to a loss of HKD 11.18 million in the same period of 2022[42]. - Total comprehensive income for the period was a loss of HKD 16.014 million, an improvement from a loss of HKD 36.186 million year-over-year[44]. - The company reported a pre-tax profit of HKD 5.121 million for the six months ended September 30, 2023, compared to a loss of HKD 13.482 million in the same period of 2022[81]. - The company reported a significant reduction in unsecured fixed-rate loans receivable, dropping to HKD 10,622,000 from HKD 111,266,000[100]. Expenses and Cost Management - Gross profit for the period was HKD 26,679,000, with a gross margin of 13.1%, down 8.6 percentage points from 21.7% in the same period last year[19]. - Administrative expenses decreased by 12.3% to HKD 24,392,000 from HKD 27,812,000 in the same period last year due to cost control measures[22]. - Total administrative expenses decreased to HKD 24.392 million from HKD 27.812 million, showing a reduction of approximately 8.5%[81]. - Financial costs increased to HKD 3.852 million from HKD 1.576 million, representing a rise of about 144.5%[87]. - The total employee costs for the period were HKD 23.788 million, slightly down from HKD 24.683 million in the previous year[89]. Assets and Liabilities - Total assets as of September 30, 2023, were HKD 604,756,000, an increase from HKD 593,424,000 as of March 31, 2023[27]. - Total liabilities increased to HKD 306,138,000 from HKD 283,057,000 as of March 31, 2023[27]. - Trade and other receivables increased to HKD 277.340 million as of September 30, 2023, up from HKD 257.158 million as of March 31, 2023, reflecting a growth of approximately 7.5%[46]. - Current liabilities rose to HKD 247.878 million as of September 30, 2023, compared to HKD 223.211 million as of March 31, 2023, representing an increase of about 11.1%[48]. - The company’s equity attributable to owners decreased to HKD 309.943 million from HKD 321.874 million, a decline of approximately 3.7%[48]. Cash Flow and Financing - The net cash generated from operating activities was HKD 67.694 million, compared to a cash outflow of HKD 4.483 million in the previous year, indicating a turnaround in operational cash flow[21]. - The company experienced a net cash outflow of HKD 2.506 million in cash and cash equivalents, an improvement from a net outflow of HKD 17.734 million in the prior year[55]. - The financing activities resulted in a net cash outflow of HKD 64.683 million, a substantial increase from HKD 3.907 million in the prior year, primarily due to bank loan repayments[21]. - The company obtained a bank loan of approximately HKD 48,281,000, secured by its properties and investments[31]. - As of September 30, 2023, the company had cash and bank balances of HKD 6,109,000 as of September 30, 2023, down from HKD 8,478,000 as of March 31, 2023[27]. Share Capital and Equity - The company completed a rights issue on October 18, 2022, offering 201,366,286 shares at a subscription price of HKD 0.63 per share, raising approximately HKD 119.6 million in gross proceeds[36]. - The net proceeds from the rights issue, after deducting professional fees and other related expenses, amounted to approximately HKD 117.1 million, with a net price per share of HKD 0.62[37]. - The total issued and paid-up share capital as of September 30, 2023, was HKD 48,522,000, reflecting the issuance of shares during the reporting period[105]. - The company issued 189,907,953 shares at a subscription price of HKD 0.63 per share through a rights issue, raising approximately HKD 105,294,000 from a major shareholder[106]. - As of September 30, 2023, the total issued share capital of the company is 493,760,678 shares[145]. Corporate Governance and Compliance - The board approved the financial statements on November 29, 2023, indicating timely financial reporting practices[125]. - The audit committee, consisting of independent non-executive directors, has reviewed the financial statements and found no issues with the accounting practices adopted[153]. - The company continues to comply with the corporate governance code and aims to enhance governance standards[152]. - The company has adopted a standard code for securities trading by directors and confirmed compliance by all directors during the period[154]. Future Outlook and Strategy - The management team is optimistic about the growth prospects in the renewable energy sector, anticipating significant business development in the coming years[16]. - The company aims to enhance its software development capabilities to reduce reliance on overseas technology, addressing future technical risks and challenges[11]. - Management plans to invest more resources in developing an enterprise version of bidding software tailored for large-scale renewable energy construction projects, aiming to attract new customers and support revenue growth[41]. - The company is focused on exploring and innovating in procurement services to maintain growth momentum in the foreseeable future[12]. - Management remains optimistic about future growth, particularly in the procurement services sector, supported by the booming renewable energy industry[41].

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 依賴該等內容而引致的任何損失承擔任何責任。 CHERISH SUNSHINE INTERNATIONAL LIMITED 承輝國際有限公司 (於百慕達註冊成立之有限公司) (股份代號: 1094) 截至二零二三年九月三十日止六個月之中期業績公告 承輝國際有限公司(「本公司」)董事(「董事」)會(「董事會」)公佈本公司及其附 屬公司(統稱「本集團」)截至二零二三年九月三十日止六個月(「本期間」)未經 審核簡明綜合中期業績及財務狀況連同截至二零二二年九月三十日止六個月 之比較數字。簡明綜合中期業績未經本公司核數師審核,惟已經本公司審核委 員會(「審核委員會」)審閱。 簡明綜合損益表 截至二零二三年九月三十日止六個月 — 未經審核 | | | 截至九月三十日止六個月 | | |---------------------------------------|-------|--------------------------|------------| | ...

Financial Performance - The total sales revenue for the fiscal year ending March 31, 2023, increased by approximately 93.7% compared to the previous 15-month period[7]. - The group's total revenue nearly doubled compared to the previous fifteen-month period, primarily due to strategic adjustments and increased procurement opportunities in the private sector, with a notable tender transaction value of approximately HKD 3.7 billion from a major client[14]. - The group's revenue for the year was HKD 271,719,000, an increase from HKD 140,256,000 in the fifteen-month period, with procurement services and IT services contributing HKD 78,075,000 (28.7% of total revenue) and trade business contributing HKD 169,969,000 (62.6% of total revenue)[23]. - Trade business revenue rose significantly to approximately HKD 170 million from about HKD 85.1 million in the previous fifteen-month period, attributed to the promotion of tender software technology services and economic recovery post-COVID-19 restrictions[18]. - The cost of sales for the year was HKD 234,084,000, up from HKD 116,037,000 in the fifteen-month period, reflecting increased material costs due to business expansion and new contracts[24]. - The gross profit for the year was HKD 37,635,000, with a gross margin of 13.9%, down from 17.3% in the fifteen-month period, primarily due to increased procurement service business and lower average gross margin from leasing[26]. - The group reported a profit of HKD 13,594,000 for the year, a significant turnaround from a loss of HKD 33,918,000 in the fifteen-month period, attributed to recoveries in trade receivables and impairment reversals[34]. Revenue Sources - Procurement service revenue surged over 300% to approximately HKD 56.4 million for the fiscal year[7]. - Procurement services revenue increased from approximately HKD 14.6 million in the previous fifteen-month period to about HKD 56.3 million, driven by opportunities in the renewable energy sector, contributing around HKD 40 million to total revenue[15]. - Energy management contracting revenue grew rapidly from approximately HKD 1.3 million to about HKD 6.6 million, with management optimistic about potential business development in this sector[21]. - Rental income decreased by 30.9% to approximately HKD 17 million due to strict COVID-19 control measures and tenant relocations, reflecting a cautious outlook on future rental contributions[19]. Market and Strategic Focus - The new energy market is expected to thrive, with China's solar power installation capacity reaching 87.41 GW in 2022, a year-on-year increase of 59.3%[9]. - The company plans to continue exploring opportunities in renewable energy engineering contracting, focusing on design, procurement, and construction projects[9]. - The global renewable energy capacity is projected to increase by 2,400 GW over the next five years, with China aiming for over 1,200 GW of wind and solar capacity by 2030[11]. - Management believes that servicing large power station asset portfolios will provide a new stable revenue source, potentially enhancing profitability[11]. - The strategic focus will be on extending services to private sectors, particularly in the trade and new energy industries[7]. Governance and Management - The company emphasizes the importance of high corporate governance standards for achieving strategic goals and value creation[72]. - The company has adhered to the corporate governance code, with a commitment to enhance governance standards and implement best practices[73]. - The company appointed Shi Qiang as the Chief Executive Officer on March 7, 2023, to ensure compliance with governance code requirements[73]. - The board consists of three executive directors, three non-executive directors, and three independent non-executive directors[75]. - The company established an operational management committee to enhance risk management and internal communication, comprising six members including the chairman and CEO[77]. Employee and Compensation - As of March 31, 2023, the company employed approximately 196 staff, an increase from 135 staff on March 31, 2022, with total employee compensation for the year amounting to approximately HKD 55,115,000, compared to HKD 39,499,000 for the previous fifteen-month period[45]. - The company has adopted a new share option scheme to replace the old scheme, aimed at incentivizing and retaining key personnel for its ongoing development[163]. Risk Management - The company has established comprehensive policies and procedures for risk management and internal controls to ensure effective governance and compliance with applicable laws[131]. - The company has conducted a review of its risk management and internal control systems, ensuring they are adequate and effective for its operational needs[133]. - The company has a cautious approach to credit risk management, analyzing its customer base and implementing prudent risk control measures due to the growth in procurement services[144]. Shareholder Communication and Equity - The company has maintained effective communication with shareholders through annual and special meetings, providing necessary information in its reports[127]. - The company has issued convertible bonds totaling HKD 27,500,000, convertible into 18,333,333 shares at an initial conversion price of HKD 1.50 per share[162]. - The total amount raised from the rights issue was approximately HKD 119.6 million, with a net amount of approximately HKD 117.1 million after expenses[52]. - The company has no distributable reserves as of March 31, 2023, due to negative retained earnings and accumulated losses[158]. Legal and Compliance - The company faced a lawsuit regarding a service contract from 2012, with a claimed amount of RMB 13,500,000 (approximately HKD 15,363,000) plus accrued interest of RMB 7,506,000 (approximately HKD 8,542,000), but the claims were ultimately dismissed by the courts[41][42]. - The company has complied with the disclosure requirements under Chapter 14A of the Listing Rules regarding connected transactions[187].

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份內容而產生或 因倚賴該等內容而引致之任何損失承擔任何責任。 CHERISH SUNSHINE INTERNATIONAL LIMITED 承輝國際有限公司 (於百慕達註冊成立之有限公司) (股份代號: 1094) 截至二零二三年三月三十一日止年度的 年度業績公告 承輝國際有限公司(「本公司」,前稱「中國公共採購有限公司」)董事(「董事」)會 (「董事會」)公佈本公司及其附屬公司(「本集團」)截至二零二三年三月三十一 日止年度(「本年度」)的經審核綜合業績,連同截至二零二二年三月三十一日 止十五個月(「十五個月期間」)的可比較數字。 綜合損益表 截至二零二三年三月三十一日止年度 | | | 截至 | 截至 | |--------------------------------------|------|--------------|--------------| | | | 二零二三年 | 二零二二年 | | | | 三月三十一日 | 三月三十一日 | | | | ...

Revenue and Profitability - The total revenue for the six months ended September 30, 2022, increased over three times compared to the same period in 2021, reaching approximately HKD 41.7 million in trade business revenue, up from zero in the previous year[7][11] - Revenue from procurement services increased nearly 100% to HKD 9.8 million, compared to HKD 4.9 million for the six months ended June 30, 2021[10] - The company's revenue for the period was HKD 69,908,000, an increase of HKD 49,708,000 or 246.1% compared to HKD 20,200,000 for the six months ended June 30, 2021[16] - The gross profit for the period was HKD 15,143,000, up HKD 5,262,000 or 53.3% from HKD 9,881,000 for the six months ended June 30, 2021, with a gross profit margin of 21.7%[19] - The company reported a revenue of HKD 69,908,000 for the six months ended September 30, 2022, compared to HKD 20,200,000 for the same period in 2021, representing a significant increase[49] - The gross profit for the same period was HKD 15,143,000, up from HKD 9,881,000 in 2021, indicating a growth of approximately 53%[49] - The company reported a net loss of HKD 11,706,000 for the six months ended September 30, 2022, compared to a loss of HKD 4,496,000 for the same period in 2021[60] Business Expansion and Strategy - The company plans to expand its business into the renewable energy sector, which is one of the fastest-growing industries in China, to capitalize on significant opportunities[10] - The company aims to enhance its technological capabilities by investing in IT research and development, including upgrading procurement-related software[8] - The company is committed to becoming a leading provider of procurement service IT solutions in China and will continue to strive for this goal in the current and future fiscal years[8] - The company plans to raise funds through a rights issue to expand its procurement and trading business, particularly in the renewable energy sector[46] - The management remains optimistic about future business development despite external challenges such as inflation and the ongoing COVID-19 pandemic[47] - The company aims to leverage its strong relationships with local governments to capitalize on opportunities in the renewable energy market, targeting carbon neutrality by 2060[46] Financial Position and Liabilities - The company's cash and bank balance as of September 30, 2022, was HKD 6,672,000, a decrease of HKD 20,920,000 or 75.8% from HKD 27,592,000 as of March 31, 2022[26] - The total assets of the group as of September 30, 2022, were HKD 330,350,000, down from HKD 369,218,000 as of March 31, 2022[27] - The company's total liabilities amounted to HKD 171,877,000 as of September 30, 2022, compared to HKD 174,559,000 as of March 31, 2022, indicating a slight decrease[53] - The company’s current liabilities increased to HKD 93,870,000 as of September 30, 2022, from HKD 85,970,000 as of March 31, 2022[53] - The company is facing significant uncertainties regarding its ability to continue as a going concern due to its financial position[66] - The company has implemented strict cost control measures to manage its financial responsibilities[67] Employee and Operational Costs - The total employee compensation for the period was approximately HKD 24,683,000, compared to HKD 13,703,000 for the six months ended June 30, 2021, reflecting a significant increase[34] - Administrative expenses increased by HKD 10,611,000 or 61.7% to HKD 27,812,000, mainly due to business expansion[21] - The company employed approximately 195 staff as of September 30, 2022, an increase from 135 employees as of March 31, 2022[34] Investments and Financing - The company issued convertible bonds totaling HKD 27,500,000, convertible into 18,333,333 shares at an initial conversion price of HKD 1.50 per share[36] - The proposed rights issue aims to raise up to approximately HKD 126.9 million, with a subscription price of HKD 0.63 per share, representing a discount of about 13.70% to the closing price on October 18, 2022[40] - The company plans to increase its authorized share capital from HKD 50,000,000 to HKD 500,000,000, pending shareholder approval[38] - The company has no foreign currency hedging policies in place, as it does not anticipate significant foreign exchange risks in the near term[33] Legal and Compliance - The company successfully defended against a legal claim amounting to RMB 21,006,000 (approximately HKD 23,110,000), which was dismissed by the courts[32] - The company has complied with the corporate governance code during the reporting period, with some exceptions noted[170] - The audit committee consists of three independent non-executive directors, who reviewed the interim results without objections[172] Share Capital and Ownership - The company issued a total of 10,769,000 new shares under its share incentive plan, approved by shareholders on October 25, 2022[44] - As of September 30, 2022, the company had a total issued share capital of 293,083,725 shares[159] - Wu Siyuan holds 69,658,600 shares, representing 23.77% of the company's issued share capital as of September 30, 2022[159] - The company reported a total of 2,639,500 shares held by directors and key executives, with similar holdings across multiple reporting periods[156] Market and Competitive Position - The company is actively engaged in strategic planning and market expansion initiatives[158] - The company is focused on new product development and technological advancements to enhance market competitiveness[158] - The company has outlined future performance guidance and market outlook in its mid-term report[155] - The company is exploring potential mergers and acquisitions to strengthen its market position[158]

Business Growth and Market Expansion - The company achieved double-digit percentage growth in sales revenue during the fifteen months ending March 31, 2022, indicating stable growth in its main business[14]. - The company successfully expanded its business into the private sector, which has opened up a larger market and provided strong support for its medium to long-term development[14]. - The company has seen an increase in market share in Hubei Province, attributed to continuous improvement and innovation in its information technology services for public procurement[14]. - The company experienced double-digit percentage growth in its business across five sectors, including procurement services and trade operations[19]. - The company plans to expand its market presence in the renewable energy sector, driven by China's commitment to peak carbon emissions by 2030 and achieve carbon neutrality by 2060[21]. - The company aims to enhance its competitiveness in the private sector by providing tailored software solutions for private enterprises, moving beyond traditional government clients[24]. - The company has successfully upgraded its IT capabilities to enhance procurement processes for private sector clients, aiming to expand its client base in the trade industry[59]. - The company is focusing on expanding its customer base in the trade industry and believes it can leverage opportunities in the renewable energy sector, particularly through providing IT solutions for decentralized photovoltaic power station projects promoted by local governments in China[60]. - The company plans to engage in strategic partnerships with large state-owned or listed companies to deepen its involvement in procurement services for energy projects, capitalizing on its long-standing relationships with local governments and suppliers[60]. - The management believes that deep collaboration with energy companies will help the company overcome business development bottlenecks and achieve rapid growth, creating significant value[60]. Financial Performance - The company's revenue for the period was HKD 140,256,000, an increase from HKD 93,555,000 for the year ended December 31, 2020, representing a growth of approximately 50%[29]. - The cost of sales for the period was HKD 116,037,000, up from HKD 74,940,000 for the year ended December 31, 2020, indicating a rise of about 55%[30]. - Gross profit for the period was HKD 24,219,000, with a gross margin of 17.3%, down from 19.9% for the year ended December 31, 2020, reflecting a decrease of 2.6 percentage points[31]. - Other income and (loss)/gain for the period resulted in a loss of HKD 5,785,000, compared to a gain of HKD 10,338,000 for the year ended December 31, 2020[33]. - Administrative expenses for the period were HKD 46,120,000, an increase from HKD 36,169,000 for the year ended December 31, 2020, showing a rise of approximately 27%[34]. - The company reported a loss of HKD 33,918,000 for the period, compared to a profit of HKD 221,000 for the year ended December 31, 2020[40]. - As of March 31, 2022, the company's total assets were HKD 369,218,000, an increase from HKD 360,002,000 as of December 31, 2020[41]. - The company's total liabilities were HKD 174,559,000, up from HKD 155,526,000 as of December 31, 2020, indicating an increase of approximately 12%[41]. - The group reported a net loss of approximately HKD 33,918,000 as of March 31, 2022, with current liabilities exceeding current assets by about HKD 38,999,000[141]. - As of March 31, 2022, the group's cash and bank balance was approximately HKD 27,592,000, while current bank borrowings and tax liabilities were approximately HKD 4,933,000 and HKD 33,398,000, respectively[141]. - The fair value of the group's investment properties was approximately HKD 294,488,000 as of March 31, 2022[141]. - The group has secured a bank loan of RMB 21,000,000 (approximately HKD 25,897,000) with collateral from various assets, of which RMB 17,000,000 (approximately HKD 20,964,000) is classified as non-current liabilities[141]. - The board believes that the group will have sufficient working capital to meet its financial obligations due within the next twelve months[142]. - The group is committed to strict cost control measures to enhance its financial position[141]. - The company plans to continue using equity financing to strengthen its financial status and raise additional funds for working capital[141]. - The group faces significant uncertainties regarding its ability to continue as a going concern if it cannot secure sufficient funding[142]. Risk Management and Legal Matters - The external economic environment is increasingly uncertain due to factors such as the COVID-19 pandemic, the Russia-Ukraine war, and US-China trade tensions, which may negatively impact the company's future profitability[15]. - The company is taking cautious measures, including legal actions against certain clients and making adequate accounting provisions, to manage risks and protect long-term shareholder interests[15]. - The company faced a civil lawsuit regarding a service contract from 2012, with a claim amounting to RMB 13,500,000 (approximately HKD 16,648,000) plus accrued interest of RMB 7,506,000 (approximately HKD 9,256,000), which was ultimately dismissed by the court[46]. - As of the end of the reporting period, the company had no contingent liabilities following the dismissal of the appeal by the Beijing Higher People's Court[47]. - The company has implemented measures to mitigate credit risk due to potential customer defaults amid increasing market uncertainties[152]. - The company relies on third-party service providers, which poses operational risks if these services are disrupted[151]. Corporate Governance - The company reported a total of 16 board meetings and 2 shareholder meetings held during the period[80]. - The attendance rate for the board members was high, with the chairperson and CEO attending 9 out of 10 board meetings and 1 out of 1 shareholder meeting[80]. - The company has appointed a new independent non-executive director, Mr. Zhong Deyu, who joined on December 17, 2021[82]. - The board is committed to maintaining high standards of corporate governance to effectively manage risks and drive growth[73]. - The company has adhered to the corporate governance code and will continue to enhance its governance standards[74]. - The company has appointed a new company secretary, Ms. Huang Guanyue, effective December 1, 2021[71]. - The company has a clear separation of roles between the chairperson and the CEO, although there was a temporary overlap due to rapid development[75]. - The company has confirmed compliance with the trading regulations for directors during the reporting period[76]. - The board believes that the appointment of the same individual as chairperson and CEO will not compromise the balance of power and authority[75]. - The company will review the effectiveness of the current leadership structure and may appoint a new CEO if necessary[75]. - The audit committee reviewed the group's financial statements for the first half of 2021 and the full year 2020, ensuring compliance with accounting principles and policies[104]. - The audit committee held three meetings during the period, with attendance details indicating active participation from members[103]. - The company has appointed at least three independent non-executive directors, meeting the listing rules requirements[97]. - The chairman and CEO roles are combined, which the board believes will not compromise the balance of power and authority[94]. - The company has established a risk management and internal control system, which was reviewed for adequacy and effectiveness by the audit committee[104]. - The audit committee discussed significant issues with external auditors during the annual audit process[100]. - The company has a continuous professional development program for all directors to ensure they remain informed and skilled[87]. - The board is responsible for overseeing the overall corporate reporting process and monitoring systems[85]. - The company has a structured approach to corporate governance, including compliance with applicable regulations[89]. - The audit committee is composed of independent non-executive directors with recognized accounting qualifications and reliable experience in auditing and accounting[102]. - The Compensation Committee held a total of five meetings during the period, with all members attending at least 80% of the meetings[108]. - The Compensation Committee reviewed the remuneration of all directors and senior management and made recommendations to the board regarding the remuneration policy[110]. - The Nomination Committee also held five meetings, with the chairman attending all meetings and other members showing high attendance rates[114]. - The Nomination Committee completed the development of a nomination policy that includes criteria for identifying and nominating candidates for the board[115]. - The board diversity policy was adopted on July 2, 2013, emphasizing the importance of diversity in enhancing board performance[120]. - The board currently comprises members with diverse professional backgrounds, including accounting, law, and management, ensuring a varied skill set[120]. - The Governance Function of the board includes the development and review of policies related to corporate governance and compliance with legal and regulatory requirements[122]. - The Governance Function also monitors the training and continuous professional development of directors and senior management[122]. - The company ensures that the remuneration of directors is aligned with their qualifications and capabilities to attract and retain talent[110]. - The Nomination Committee is responsible for assessing the independence of non-executive directors and ensuring a diverse board composition[116]. - The external auditor, KPMG, was appointed with an audit fee of HKD 890,000 and a non-audit fee of HKD 570,000 for the period[125]. - The board confirmed its responsibility for preparing the consolidated financial statements to reflect the company's business, properties, and cash flows fairly and accurately[126]. Share Capital and Employee Matters - The company issued 48,800,000 ordinary shares at a subscription price of HKD 0.361, raising approximately HKD 17.6 million for general working capital[51]. - The company entered into a convertible bond placement agreement to raise up to HKD 75,000,000, with a net amount of approximately HKD 26,500,000 allocated for expanding procurement and bidding services to trade industry clients[53]. - The company plans to adopt a new share option scheme and terminate the existing scheme, pending shareholder approval[56]. - The company has adopted a share option plan on June 13, 2013, which is set to expire on June 12, 2023, allowing for the issuance of shares up to 10% of the total shares issued at the time of approval[174]. - As of March 31, 2022, there were no share options granted during the period, and the total number of shares available for issuance under the plan is 17,448,972, representing 5.6% of the total shares issued[177]. - The company established a share reward plan on April 29, 2022, allowing for the issuance of shares up to 5% of the total issued share capital at the time of adoption, with a maximum of 1% of the issued share capital that can be granted to selected participants in any 12-month period[180]. - No rewards have been granted under the share reward plan since its adoption on April 29, 2022, up to the date of the report[181]. - The company has no distributable reserves as of March 31, 2022, due to the total of paid-up earnings and accumulated losses being negative[166]. - There were no purchases, redemptions, or sales of the company's listed securities during the period[168]. - The company has not established any preemptive rights for existing shareholders regarding the issuance of new shares[167]. - The share option plan allows for the exercise of options without any initial payment, with the exercise price determined by the board but not less than the higher of the closing price on the date of grant or the average closing price over the preceding five trading days[174]. - The company has a maximum limit of 30% for the total number of shares that can be issued upon the exercise of unexercised options under the share option plan, subject to shareholder approval[174]. - The company has not made any changes to its capital structure or share capital during the reporting period[169]. - The company appointed Ms. Wu Siyuan as Executive Director and CEO on November 19, 2021, and further appointed her as Chairman of the Board on April 29, 2022[193]. - As of March 31, 2022, the company had issued a total of 293,083,725 shares, with Mr. Zheng Jinwei holding 600,000 shares (0.20%) and Ms. Wu Siyuan holding 69,658,600 shares (23.77%) of the ordinary shares[200]. - The board of directors has established formal service contracts for a term of three years, with remuneration based on the company's performance and market statistics[187]. - The company has adopted a share option scheme to incentivize directors and eligible employees, with details provided in the financial statements[187]. - All independent non-executive directors have confirmed their independence in accordance with the listing rules[184]. - The company has not made any payments to directors or top five highest-paid individuals as incentives for joining or as compensation after leaving the group, except as disclosed in the annual report[187]. - The company has purchased liability insurance for suitable directors and senior officers, with indemnity provisions currently in effect[188]. - The company has undergone changes in its board composition, with several appointments and resignations occurring between 2021 and 2022[193][194]. - The company’s board members are subject to re-election at the annual general meeting, with specific members eligible for re-election[187]. - The company has established a remuneration policy for employees based on merits, qualifications, and capabilities[187]. - The company employed approximately 135 employees as of March 31, 2022, with total employee compensation amounting to approximately HKD 39,499,000[50].

Financial Performance - In 2020, the company achieved a trade business volume of HKD 55,446,000, up from HKD 37,703,000 in 2019, contributing positively to the annual profit[29]. - The company's revenue for the year was HKD 93,555,000, an increase of HKD 20,231,000 or 27.6% compared to HKD 73,324,000 in 2019[33]. - Trade business revenue accounted for 59.3% of total revenue, amounting to HKD 55,446,000, while public procurement revenue was HKD 10,649,000, representing 11.4% of total revenue[33]. - The company's gross profit decreased to HKD 18,615,000, down HKD 3,173,000 or 14.6%, with a gross margin of 19.9%, a decline of 9.8 percentage points from the previous year[36]. - Other income and gains decreased to HKD 10,338,000, down HKD 2,654,000 or 20.4% from HKD 12,992,000 in 2019[37]. - The company's cash and bank balances were HKD 16,293,000, a decrease of HKD 5,838,000 or 26.4% from HKD 22,131,000 in 2019[44]. - The company reported a profit of HKD 221,000 for the year, a significant turnaround from a loss of HKD 13,695,000 in 2019[43]. - The total assets increased to HKD 360,002,000, up from HKD 332,299,000 in 2019, while total liabilities rose to HKD 155,526,000 from HKD 147,406,000[44]. - The group had a net current liability of approximately HKD 40,748,000 as of December 31, 2020, raising significant doubt about the group's ability to continue as a going concern[184]. Operational Developments - The company expanded its public procurement client base, now including multiple provinces and municipalities such as Hubei, Inner Mongolia, Tianjin, and Shenzhen, with a unified platform promoted in Hubei[22]. - The company has developed an electronic procurement platform that is recognized as industry-leading, with significant applications in government procurement centers in Inner Mongolia and Hubei[22]. - The electronic procurement platform's client and supplier numbers have significantly increased, leading to continuous growth in technical services and related revenues[28]. - The company is positioned to benefit from government initiatives to optimize the business environment and promote electronic procurement methods[25]. - The company is accelerating research and development in internet applications for procurement, including big data analysis and remote video conferencing, to meet increasing market demands[25]. - The company has increased the types of services offered, including enterprise IT solutions and public procurement services, contributing to stable revenue growth[22]. - The company has initiated the establishment of industry standards for state-owned enterprise procurement, with practical applications in Shandong Province[30]. - The company is engaged in public procurement-related businesses, including the development and operation of an electronic procurement platform[125]. Corporate Governance - The board consists of 2 executive directors, 2 non-executive directors, and 3 independent non-executive directors as of December 31, 2020[73]. - The company has committed to maintaining high corporate governance standards to effectively manage risks and drive growth[68]. - The company has complied with the corporate governance code, with a noted deviation regarding the roles of the chairman and CEO being held by the same individual[69]. - The board is committed to improving operational efficiency and executing business strategies effectively[68]. - The company has a strong financial management team, with the CFO holding multiple advanced degrees in accounting and finance[65]. - The audit committee is tasked with overseeing the financial reporting system, risk management, and internal control systems[82]. - The company has established comprehensive policies and procedures for operational, financial, and risk management to ensure asset protection and reliable financial reporting[121]. - The board continuously monitors the effectiveness of the risk management and internal control systems, conducting annual reviews and audits[121]. - The company has a shareholder communication policy to ensure effective communication between the board and shareholders, primarily through annual general meetings and financial reports[115]. Employee and Shareholder Matters - As of December 31, 2020, the company employed approximately 120 staff members, with total employee compensation amounting to HKD 26,068,000[52]. - The company issued 34,897,000 new ordinary shares, representing 16.67% of the existing issued share capital, at a subscription price of HKD 0.142 per share, raising approximately HKD 4.9 million for general working capital[53]. - The net proceeds from the share issuance were utilized to support the company's daily operations[53]. - The company has a stock option plan adopted in June 2013 to reward and retain talented individuals[147]. - The company has maintained liability insurance for suitable directors and senior officers throughout the year[160]. - Major customers accounted for 72.5% of total sales, with the largest customer contributing approximately 33.7%[175]. - Major suppliers accounted for 95.0% of total purchases, with the largest supplier contributing approximately 87.5%[175]. Legal and Compliance Issues - The company faced a lawsuit regarding a service contract from 2012, with a claim amounting to RMB 13,500,000 (approximately HKD 16,019,000) plus accrued interest of RMB 7,506,000 (approximately HKD 8,907,000), which was dismissed by the court[48]. - The company has complied with relevant laws and regulations impacting its operations, ensuring sustainable practices and effective resource utilization[130]. - The company has not made any amendments to its existing articles of association and bylaws for the year ended December 31, 2020[119]. - There were no competitive businesses or conflicts of interest reported among directors or major shareholders as of December 31, 2020[172]. - The independent auditor Crowe (HK) was appointed on December 16, 2020, to audit the financial statements for the year ended December 31, 2020[179]. Future Outlook - The company anticipates increased demand for electronic procurement platforms due to government initiatives and the impact of COVID-19, which has shifted traditional procurement methods to digital solutions[55]. - The company aims to enhance its market share in the state-owned enterprise procurement platform sector by strengthening its technology development capabilities[55]. - The company does not currently have any foreign currency hedging policies but does not expect to face significant foreign currency risks in the foreseeable future[51]. - The company has no significant foreign exchange risks at present, but any major fluctuations in the RMB to HKD exchange rate could impact its financial performance[51].

Sales and Revenue Growth - The company achieved stable growth in sales revenue for the year 2019, with an increase in the variety of technical information service products and public procurement services[24]. - The company expanded its sales market, now serving over 10 provincial and municipal governments, including Hubei, Inner Mongolia, and Shenzhen, leading to increased transaction volume and revenue[24]. - The company's total revenue for the year was HKD 73,324,000, an increase of HKD 5,035,000 or 7.4% compared to the previous year[36]. - Trade business revenue reached HKD 37,703,000, accounting for 51.4% of total revenue, up from HKD 31,221,000 in the previous year[32][36]. - Public procurement revenue was HKD 9,651,000, representing 13.2% of total revenue, with significant growth in client and supplier numbers[36]. - Other income and gains increased by HKD 6,413,000 or 97.5% to HKD 12,992,000, primarily due to higher fair value gains from investment properties[40]. Product Development and Market Strategy - The company plans to leverage the growing demand for electronic procurement in government, state-owned enterprises, and educational institutions, aiming to expand its market share significantly[27]. - The company will focus on developing four product systems: government procurement trading platform, higher education procurement electronic platform, state-owned enterprise procurement electronic platform, and financial service platform[27]. - The company aims to enhance its technical research and development capabilities to strengthen market development and brand promotion in the state-owned enterprise procurement sector[28]. - The company is committed to integrating its four major product pillars to achieve data sharing and enhance the influence of its public procurement service products[28]. - The group aims to expand its market share in the electronic procurement sector for state-owned enterprises to other provinces in 2020, leveraging existing successful business advantages[71]. - The group plans to develop four product systems, including "Government Procurement Trading Platform" and "Financial Services Platform," to enhance its market presence[72]. Financial Performance and Expenses - Administrative expenses decreased by HKD 7,535,000 or 13.6% to HKD 48,018,000, attributed to reduced share option expenses and strict cost control[41]. - The company reported a net loss of HKD 13,695,000, a reduction of HKD 10,083,000 or 42.4% from the previous year, mainly due to impairment loss reversals and lower administrative expenses[47]. - The gross profit for the year was HKD 21,788,000, a decrease of HKD 1,030,000 or 4.5%, with a gross profit margin of 29.7%[39]. - Sales costs increased by HKD 6,065,000 or 13.3% to HKD 51,536,000, primarily due to higher procurement costs in trade business and increased energy costs[37]. Corporate Governance and Management - The company is committed to maintaining high standards of corporate governance to effectively manage risks and drive growth[91]. - The board of directors is responsible for preparing the company's accounts and ensuring compliance with business strategies[91]. - The company has a diverse board with extensive experience in various sectors, including finance, law, and management[83][84][85][87]. - The CEO has over 20 years of experience in corporate governance and business management, significantly influencing the company's development[80]. - The CFO has a strong background in accounting and finance, with qualifications from reputable institutions[88][89]. - The company has established three committees under the board: the audit committee, remuneration committee, and nomination committee[103]. Risk Management and Compliance - The company has established comprehensive policies, standards, and procedures in operational, financial, and risk management to safeguard assets and ensure the reliability of financial information[145]. - The company has a risk management and internal control system in place to evaluate and determine the nature and extent of risks it is willing to accept to achieve its strategic objectives[145]. - The company has adopted the corporate governance code and has complied with its provisions, except for the deviation regarding the roles of Chairman and CEO being held by the same person[92]. - The management anticipates that a court ruling regarding a legal dispute could clarify the nature of transaction income, potentially resolving audit qualification issues[77]. - The management has indicated that the audit qualification from 2019 will affect the consolidated financial statements for the year ending December 31, 2020, if not resolved[77]. Employee and Shareholder Relations - The total employee compensation amounted to approximately HKD 32,436,000, with around 140 employees as of December 31, 2019[56]. - The company values customer feedback and employs various methods to understand customer trends and needs, ensuring the delivery of quality products and services[157]. - The company has a comprehensive employee benefits package and provides a safe working environment, with no reported strikes or fatalities during the year[157]. - The company has established effective communication channels with shareholders, providing necessary information through annual reports and holding annual general meetings[140]. Impact of COVID-19 - The COVID-19 pandemic has severely impacted the group's operations, with business activities suspended since late January 2020, leading to a significant decline in productivity[68]. - The pandemic is expected to lead to a noticeable decline in transaction volume on the electronic procurement platform in the first two quarters of 2020, significantly affecting the group's revenue compared to 2019[73]. - The group's investment property in Wuhan may face risks of rental delays or early lease terminations due to the pandemic's impact on tenant businesses[73]. Share Options and Dividends - The company does not recommend the payment of a final dividend for the year ended December 31, 2019, consistent with the previous year[163]. - A total of 17,400,000 share options were granted on May 9, 2019, representing approximately 9.97% of the company's issued share capital at that time[174]. - The share option plan, adopted on June 13, 2013, is set to expire on June 12, 2023, and allows for the issuance of shares not exceeding 10% of the total issued shares at the time of approval[174]. - The company has established a share option plan to attract and retain talented individuals, which includes directors and employees[172].

Financial Performance - The group's revenue for the year was HKD 68,289,000, an increase of HKD 3,452,000 or 5.3% compared to last year[32]. - Public procurement revenue was HKD 7,616,000, accounting for 11.2% of total revenue; trade business revenue was HKD 31,221,000, accounting for 45.7%[32]. - Gross profit increased to HKD 22,818,000, up HKD 5,589,000 or 32.4%, with a gross margin of 33.4%, an increase of 6.8 percentage points from the previous year[35]. - Administrative expenses rose to HKD 55,553,000, an increase of HKD 2,548,000 or 4.8%, primarily due to increased share-based payment expenses[38]. - The group reported a net loss of HKD 23,778,000, a decrease of HKD 155,766,000 or 86.8% compared to the previous year[47]. - Cash and cash equivalents at year-end were HKD 26,344,000, a decrease of HKD 16,926,000 or 39.1% from the previous year[48]. - Total assets amounted to HKD 329,673,000, with total liabilities of HKD 145,683,000, resulting in a debt-to-asset ratio of 2.26[49]. - The group secured credit financing of approximately HKD 91,440,000, backed by its properties[52]. Business Growth and Strategy - The main business revenue for public procurement reached HKD 7,616,000, and enterprise procurement information solutions revenue reached HKD 17,789,000, representing significant growth compared to the previous year[25]. - The company expanded its client base, adding new clients such as Inner Mongolia Power Group and Weihai Commercial Bank, contributing to increased transaction volume and supplier numbers[25]. - The company upgraded procurement platforms for Qinghai Province and Shenzhen City, enhancing customer experience and service quality through increased remote services and online payment options[25]. - The company plans to focus on four product systems: government procurement trading platform, higher education procurement electronic platform, state-owned enterprise procurement electronic platform, and financial institution procurement electronic platform to increase market share[28]. - The company aims to leverage its first-mover advantage in public procurement e-commerce to enhance technical research and development capabilities and expand market development[29]. - The company will integrate its four major product pillars to unify data standards, functional modules, and service models, achieving data sharing and supplier sharing[29]. - The company anticipates favorable market conditions for electronic procurement due to ongoing government anti-corruption efforts and the increasing adoption of e-commerce in procurement processes[28]. - The company plans to leverage its position in the electronic procurement market for state-owned enterprises, aiming to expand its market share in 2019[64]. - The group intends to utilize transaction data from its trading system to provide valuable services and focus on supply chain financing as a new revenue stream[64]. - The company aims to strengthen its leading position in the public procurement sector in China by continuously expanding its electronic procurement platform and accumulating transaction data[64]. Corporate Governance - The company emphasizes the importance of maintaining good corporate governance standards to effectively manage risks[78]. - The board is committed to executing improved operational planning and procedures to drive growth[78]. - The company has a strong focus on enhancing business strategies in line with high corporate governance standards[78]. - The management team has extensive experience in accounting and finance, with qualifications including CPA and advanced management degrees[75][76]. - The company has appointed independent non-executive directors with significant legal and corporate governance experience[69][70][71][72][74]. - The company has a diverse board composition, including members with backgrounds in law, finance, and corporate management[69][70][71][72][74]. - The company has a history of involvement in various IPO projects and has served numerous state-owned enterprises[75]. - The management team has previously held key financial positions in publicly listed companies, enhancing their expertise in corporate finance[76]. - The company is focused on risk management through effective governance and operational strategies[78]. - The board members have accumulated years of experience in their respective fields, contributing to the company's strategic direction[69][70][71][72][74]. - The company has adopted the corporate governance code as per the listing rules and believes its current structure complies with the applicable requirements[79]. - The board consists of 3 executive directors, 3 non-executive directors, and 3 independent non-executive directors, ensuring a balanced governance structure[84]. - The company held 12 board meetings and 2 shareholder meetings in the year, with attendance rates for directors varying significantly[86]. - The company has re-complied with listing rules regarding the audit committee and independent non-executive directors after recent appointments[80]. - The chairman and CEO roles are currently held by the same individual, which the board believes enhances operational efficiency[90]. - The company is committed to continuous professional development for all directors, providing training on their responsibilities and relevant regulations[89]. - The audit committee now has a majority of independent non-executive directors, aligning with corporate governance standards[80]. - The company plans to seek a suitable candidate for the CEO position to comply with governance code requirements in the future[79]. - The board is responsible for overseeing business strategies, investments, and overall governance compliance[87]. - The company has confirmed that all directors adhered to the trading standards set forth in the corporate governance code during the reporting period[83]. Environmental, Social, and Governance (ESG) Performance - The ESG report covers the group's environmental and social performance from January 1, 2018, to December 31, 2018[133]. - The total greenhouse gas emissions for the group amounted to 178.22 tons of CO2 equivalent, an increase of 5.59% from 168.78 tons in the previous year[147]. - The energy consumption totaled 155,013.13 kWh, up from 143,039.13 kWh in the previous year, resulting in an energy density of 45.05 kWh per square meter[151]. - The group’s vehicle fleet consumed 8,495.33 liters of gasoline, a decrease from 8,748.45 liters in the previous year[152]. - The total water consumption was 2,033.28 cubic meters, significantly reduced from 7,315.09 cubic meters in the previous year[153]. - The group’s office space covers a total area of 3,440.59 square meters, which accounts for the total greenhouse gas emissions density of 0.052 tons of CO2 equivalent per square meter[146]. - The group has implemented energy-saving policies, including the use of energy-efficient lighting and monitoring water usage[144]. - The group’s carbon footprint includes 145.94 tons from purchased electricity, representing 81.89% of total emissions, an increase of 7.66% from the previous year[148]. - The group encourages employees to use public transportation and is considering the use of electric vehicles in the future[152]. - The group has established policies to promote effective use of energy and natural resources to reduce emissions[143]. - The group actively engages with stakeholders to understand their expectations regarding ESG performance[140]. Employee and Labor Relations - Total number of employees increased from 114 in 2017 to 133 in 2018, representing a growth of approximately 16.8%[156]. - The gender distribution of employees in 2018 was 70.7% male and 29.3% female, compared to 72.8% male and 27.2% female in 2017[156]. - The age group of employees aged 30-39 increased from 43.0% in 2017 to 47.4% in 2018, indicating a shift towards a more experienced workforce[156]. - The company has maintained a competitive compensation and benefits package, including medical and dental insurance, education allowances, and performance bonuses[157]. - No significant incidents of labor disputes, strikes, or legal actions were reported during the reporting period[157]. - The company has established health and safety measures in compliance with regulations, with no serious violations or workplace accidents reported[158]. Supplier and Customer Relations - A total of 145 approved suppliers are currently on the company's procurement list, with regular performance reviews conducted[161]. - The company emphasizes quality assurance and customer service, with no major complaints regarding service quality or delivery during the reporting period[162]. - The company is committed to corporate social responsibility, contributing to educational charities and seeking opportunities for community engagement[168]. - The company adheres to strict anti-corruption policies, ensuring compliance with relevant laws and regulations[166]. Stock Options and Dividends - The company did not recommend the payment of a final dividend for the year ended December 31, 2018, consistent with the previous year[184]. - As of December 31, 2018, a total of 8,298,000 stock options granted on December 22, 2015, have lapsed, while 133,380,000 stock options granted on May 25, 2018, were exercised on June 1, 2018[196]. - The company has a stock option plan that allows for the issuance of shares not exceeding 10% of the total issued shares as of the plan's approval date[196]. - The company has a stock option plan in place to attract and retain talented individuals, which is set to expire on June 12, 2023[196]. - The company has not purchased, redeemed, or sold any of its listed securities during the year ended December 31, 2018[191]. - The company granted 2,000,000 stock options on December 22, 2015, with 50% vesting on December 22, 2015, and the remaining 50% vesting on June 22, 2017[199]. - A total of 133,380,000 stock options were reported as outstanding as of May 25, 2018[199]. - The company issued 2,298,000 stock options on December 22, 2015, with the same vesting schedule as above[199]. - The stock options have an exercise price of HKD 2.28, applicable for the options granted[199]. Board Composition and Changes - The board of directors includes the Chairman and CEO, Mr. Zheng Jinwei, and the CFO, Ms. Wu Yongqian, who resigned on June 29, 2018[200]. - The company appointed new non-executive directors, Mr. Zhang Jianguo and Mr. Xu Peng, on July 19, 2018[200]. - Independent non-executive director Mr. Wang Shuai was appointed on December 21, 2018[200]. - The company has experienced changes in its board composition, with resignations due to personal matters and work relocations[200].