中国奇点国峰控股有限公司 China Qidian Guofeng Holdings Limited (於開曼群島註冊成立的有限公司) 股份代號：1280 024 f 100 f 69 BUY NOW 60 D . 0 P Q no = (1 e with the BAIJIC 00 Of | --- | --- | --- | |-------|------------------------------------|-------| | | | | | | | | | | | | | | 目 錄 | | | | 企業信息 | 2 | | | 管理層討論及分析 | 3 | | | 其他資料 | 12 | | | 簡明綜合中期財務報表 （ 未經審核） | | | | ‧ 中期簡明綜合財務狀況表 | 18 | | | | | | | ‧ 綜合損益及其他全面收益表 | 20 | | | ‧ 中期簡明綜合權益變動表 | 22 | | | ‧ 中期簡明綜合現金流量表 | 23 | 中 國 奇 點 國 峰 控 股 有 限 公 司 企業信息 | --- | --- | |------------------------- ...

[Financial Summary](index=1&type=section&id=%E8%B2%A1%E5%8B%99%E6%91%98%E8%A6%81) [Condensed Consolidated Statement of Comprehensive Income Summary](index=1&type=section&id=%E7%AE%80%E6%98%8E%E7%BB%BC%E5%90%88%E6%94%B6%E7%9B%8A%E8%A1%A8%E6%91%98%E8%A6%81) During the reporting period, the company's revenue increased by 23.2% to RMB 173.3 million, but a shift from net other income to net other loss, coupled with significant increases in selling and marketing and administrative expenses, resulted in a loss of RMB 37.9 million for the period, with basic loss per share of RMB 0.09 | Indicator | Six Months Ended June 30, 2024 (RMB '000) | Six Months Ended June 30, 2023 (RMB '000) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 173,335 | 140,737 | +23.2% | | Gross Profit | 32,705 | 24,392 | +34.0% | | Gross Profit Margin | 18.9% | 17.3% | +1.6pp | | (Loss)/Profit Before Tax | (37,940) | 85,556 | From profit to loss | | (Loss)/Profit for the Period | (37,935) | 85,520 | From profit to loss | | (Loss)/Profit for the Period Attributable to Owners of the Company | (32,579) | 86,612 | From profit to loss | | Basic (Loss)/Earnings Per Share (RMB) | (0.09) | 0.40 | From earnings to loss | [Condensed Consolidated Financial Statements](index=2&type=section&id=%E4%B8%AD%E6%9C%9F%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E7%8B%80%E6%B3%81%E8%A1%A8) [Condensed Consolidated Statement of Financial Position](index=2&type=section&id=%E4%B8%AD%E6%9C%9F%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E7%8B%80%E6%B3%81%E8%A1%A8) As of June 30, 2024, the Group's total assets decreased by 57.2% to RMB 134.267 million, with significant declines in both non-current and current assets, and an 81.9% reduction in cash and cash equivalents; total equity improved from negative RMB 416.102 million to negative RMB 257.654 million but remained negative, while net current liabilities shifted from a positive RMB 20.533 million to a negative RMB 102.763 million | Indicator | June 30, 2024 (RMB '000) | December 31, 2023 (RMB '000) | Change (%) | | :--- | :--- | :--- | :--- | | **Assets** | | | | | Non-current Assets | 12,316 | 46,156 | -73.3% | | Current Assets | 121,951 | 267,506 | -54.4% | | Total Assets | 134,267 | 313,662 | -57.2% | | **Equity** | | | | | Share Capital and Reserves Attributable to Owners of the Company | (268,844) | (432,648) | +37.9% (Loss narrowed) | | Total Equity | (257,654) | (416,102) | +38.1% (Loss narrowed) | | **Liabilities** | | | | | Non-current Liabilities | 167,207 | 482,791 | -65.3% | | Current Liabilities | 224,714 | 246,973 | -9.0% | | Total Liabilities | 391,921 | 729,764 | -46.3% | | Net Current (Liabilities)/Assets | (102,763) | 20,533 | From net assets to net liabilities | [Condensed Consolidated Statement of Profit or Loss](index=4&type=section&id=%E4%B8%AD%E6%9C%9F%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E6%94%B6%E7%9B%8A%E8%A1%A8) For the six months ended June 30, 2024, the Group's revenue increased by 23.2% to RMB 173.335 million, but significant increases in selling and marketing and administrative expenses, coupled with a shift from net other income to net other loss, resulted in an operating loss of RMB 28.524 million from a profit of RMB 97.579 million, with a net loss of RMB 37.935 million for the period | Indicator | Six Months Ended June 30, 2024 (RMB '000) | Six Months Ended June 30, 2023 (RMB '000) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 173,335 | 140,737 | +23.2% | | Cost of Sales | (140,630) | (116,345) | +20.9% | | Gross Profit | 32,705 | 24,392 | +34.0% | | Other Income | 4,111 | 4,018 | +2.3% | | Other (Losses)/Gains – Net | (2,223) | 103,405 | From gain to loss | | Selling and Marketing Expenses | (41,497) | (21,995) | +88.7% | | Administrative Expenses | (21,620) | (12,241) | +76.6% | | Operating (Loss)/Profit | (28,524) | 97,579 | From profit to loss | | Finance Costs – Net | (9,416) | (12,023) | -21.7% | | (Loss)/Profit Before Income Tax | (37,940) | 85,556 | From profit to loss | | (Loss)/Profit for the Period | (37,935) | 85,520 | From profit to loss | | (Loss)/Profit for the Period Attributable to Owners of the Company | (32,579) | 86,612 | From profit to loss | | Basic and Diluted (Loss)/Earnings Per Share (RMB) | (0.09) | 0.40 | From earnings to loss | [Condensed Consolidated Statement of Comprehensive Income](index=5&type=section&id=%E4%B8%AD%E6%9C%9F%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E5%85%A8%E9%9D%A2%E6%94%B6%E7%9B%8A%E8%A1%A8) For the six months ended June 30, 2024, the Group reported a total comprehensive loss of RMB 37.935 million, compared to a total comprehensive profit of RMB 85.520 million in the prior period, primarily due to the loss attributable to owners of the Company | Indicator | Six Months Ended June 30, 2024 (RMB '000) | Six Months Ended June 30, 2023 (RMB '000) | Change | | :--- | :--- | :--- | :--- | | Total Comprehensive (Loss)/Profit for the Period | (37,935) | 85,520 | From profit to loss | | Attributable to Owners of the Company | (32,579) | 86,612 | From profit to loss | | Attributable to Non-controlling Interests | (5,356) | (1,092) | Loss widened | [Notes to the Condensed Consolidated Interim Financial Statements](index=6&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E4%B8%AD%E6%9C%9F%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8%E9%99%84%E8%A8%BB%EF%BC%88%E6%9C%AA%E7%B6%93%E5%AF%A9%E6%A0%B8%EF%BC%89) [1. General Information](index=6&type=section&id=1.%20%E4%B8%80%E8%88%AC%E8%B3%87%E6%96%99) The Company, incorporated in the Cayman Islands, primarily engages in investment holding, with its subsidiaries operating diversified businesses in mainland China, including home appliance retail and services, liquor business, and education and training services - The company primarily engages in investment holding, with its subsidiaries operating diversified businesses in mainland China, including home appliance retail and services, liquor business, and education and training services[6](index=6&type=chunk) [2. Basis of Preparation and Principal Accounting Policies](index=7&type=section&id=2.%20%E7%B7%A8%E8%A3%BD%E5%9F%BA%E6%BA%96%E5%8F%8A%E4%B8%BB%E8%A6%81%E6%9C%83%E8%A8%88%E6%94%BF%E7%AD%96) The condensed consolidated interim financial statements are prepared in accordance with HKAS 34 and presented in RMB, with the Board adopting the going concern assumption despite significant uncertainties related to net loss and net current liabilities, relying on cost control and major shareholder support [Going Concern Assumption](index=7&type=section&id=%E6%8C%81%E7%BA%8C%E7%BB%8F%E8%90%A5%E5%81%87%E8%AE%BE) - The Group incurred a net loss of **RMB 37.935 million** for the six months ended June 30, 2024, and its current liabilities exceeded current assets by **RMB 102.763 million**, indicating significant uncertainty[7](index=7&type=chunk) - The Board prepared the financial statements on a going concern basis, planning to meet future financial obligations through cost control measures and financial support from major shareholders[7](index=7&type=chunk)[8](index=8&type=chunk) [Application of New and Revised HKFRSs](index=9&type=section&id=%E6%87%89%E7%94%A8%E6%96%B0%E8%A8%82%E5%8F%8A%E7%B6%93%E4%BF%AE%E8%A8%82%E9%A6%99%E6%B8%AF%E8%B2%A1%E5%8B%99%E5%A0%B1%E5%91%8A%E5%87%86%E5%88%99) - The Group adopted new and revised HKFRSs effective on or after January 1, 2024, with no material impact on financial performance or position[9](index=9&type=chunk) [3. Trade and Bills Receivables](index=9&type=section&id=3.%20%E8%B2%A9%E6%98%93%E6%87%89%E6%94%B6%E8%B3%A6%E6%AC%BE%E5%8F%8A%E6%87%89%E6%94%B6%E7%A5%A8%E6%93%9A) As of June 30, 2024, net trade receivables increased by 165.8% to RMB 9.995 million compared to December 31, 2023, with credit terms ranging from 30 to 90 days and RMB 0.428 million in overdue but not impaired receivables at period-end | Indicator | June 30, 2024 (RMB '000) | December 31, 2023 (RMB '000) | Change (%) | | :--- | :--- | :--- | :--- | | Net Trade Receivables | 9,995 | 3,760 | +165.8% | | Impairment Provision | (667) | (715) | -6.7% | | Ageing | June 30, 2024 (RMB '000) | December 31, 2023 (RMB '000) | | :--- | :--- | :--- | | 0 to 90 Days | 9,567 | 3,289 | | 91 to 365 Days | 379 | 422 | | 1 to 2 Years | 49 | 49 | | 2 to 3 Years | — | — | | Over 3 Years | — | — | | **Total** | **9,995** | **3,760** | - As of June 30, 2024, the total carrying amount of trade receivables that were past due but not considered to be in default was **RMB 0.428 million**, a decrease from **RMB 1.001 million** as of December 31, 2023[11](index=11&type=chunk) [4. Share Capital of the Company](index=11&type=section&id=4.%20%E6%9C%AC%E5%85%AC%E5%8F%B8%E8%82%A1%E6%9C%AC) As of June 30, 2024, the Company's issued and fully paid share capital increased to RMB 110.774 million, primarily through two new share issuances, while authorized share capital also increased by 733.33% to USD 100 million | Indicator | June 30, 2024 (RMB '000) | December 31, 2023 (RMB '000) | Change (%) | | :--- | :--- | :--- | :--- | | Issued and Fully Paid Share Capital | 110,774 | 29,174 | +279.0% | | Number of Issued Ordinary Shares (Thousands) | 793,135.692 | 219,279.744 | +261.7% | - The authorized share capital increased by approximately **733.33%** to **USD 100 million** (divided into 5,000,000,000 shares) on May 21, 2024, with shareholder approval[13](index=13&type=chunk) - On January 14, 2024, the company allotted and issued **43,855,948 new shares** to A Yuelongte Limited, with net proceeds of **HKD 29.96060412 million** used for general working capital[13](index=13&type=chunk) - On March 18, 2024, the company allotted and issued **530,000,000 new shares** to Shengxing International Group Limited, settling a shareholder loan of **HKD 185.50 million** by set-off, with no remaining net proceeds[14](index=14&type=chunk) [5. Trade and Bills Payables](index=13&type=section&id=5.%20%E8%B2%A9%E6%98%93%E6%87%89%E4%BB%98%E8%B3%A6%E6%AC%BE%E5%8F%8A%E6%87%89%E4%BB%98%E7%A5%A8%E6%93%9A) As of June 30, 2024, total trade and bills payables decreased by 33.6% to RMB 24.326 million compared to December 31, 2023, with most major suppliers requiring upfront payments and credit terms ranging from 15 to 60 days | Indicator | June 30, 2024 (RMB '000) | December 31, 2023 (RMB '000) | Change (%) | | :--- | :--- | :--- | :--- | | Trade and Bills Payables | 24,326 | 36,557 | -33.6% | | Trade Payables | 19,051 | 27,847 | -31.6% | | Bills Payables | 5,275 | 8,710 | -39.5% | - As of June 30, 2024, bills payables were secured by bank deposits[15](index=15&type=chunk) - The ageing analysis of trade payables shows the highest proportion within 0 to 30 days, but the total amount has decreased[16](index=16&type=chunk) [6. Borrowings](index=14&type=section&id=6.%20%E5%80%9F%E6%AC%BE) As of June 30, 2024, non-current other borrowings significantly decreased by 66.3% to RMB 158.909 million from RMB 471.192 million as of December 31, 2023 | Indicator | June 30, 2024 (RMB '000) | December 31, 2023 (RMB '000) | Change (%) | | :--- | :--- | :--- | :--- | | Non-current Other Borrowings | 158,909 | 471,192 | -66.3% | [7. Revenue and Segment Information](index=15&type=section&id=7.%20%E6%94%B6%E5%85%A5%E5%8F%8A%E5%88%86%E9%83%A8%E8%B3%87%E8%A8%8A) For the six months ended June 30, 2024, total revenue increased by 23.2% to RMB 173.335 million, with liquor sales revenue significantly growing by 110.7% to RMB 36.308 million, education services revenue emerging at RMB 18.535 million, and home appliance sales slightly decreasing | Category of Goods and Services | Six Months Ended June 30, 2024 (RMB '000) | Six Months Ended June 30, 2023 (RMB '000) | Change (%) | | :--- | :--- | :--- | :--- | | Home Appliance Sales | 118,492 | 121,667 | -2.6% | | Liquor Sales | 36,308 | 17,235 | +110.7% | | Maintenance and Installation Services | — | 1,835 | -100.0% | | Provision of Education Services | 18,535 | — | New | | **Total Revenue** | **173,335** | **140,737** | **+23.2%** | | Timing of Revenue Recognition | Six Months Ended June 30, 2024 (RMB '000) | Six Months Ended June 30, 2023 (RMB '000) | | :--- | :--- | :--- | | At a point in time | 154,800 | 138,902 | | Over a period of time | 18,535 | 1,835 | [8. Other Income](index=16&type=section&id=8.%20%E5%85%B6%E4%BB%96%E6%94%B6%E5%85%A5) For the six months ended June 30, 2024, other income slightly increased by 2.5% to RMB 4.111 million, primarily from other income items, while rental income from investment properties and event income fluctuated | Other Income Category | Six Months Ended June 30, 2024 (RMB '000) | Six Months Ended June 30, 2023 (RMB '000) | Change (%) | | :--- | :--- | :--- | :--- | | Rental Income from Investment Properties | 1,155 | 120 | +862.5% | | Event Income | 247 | 1,387 | -82.2% | | Others | 2,709 | 2,511 | +7.9% | | **Total** | **4,111** | **4,018** | **+2.3%** | [9. Other (Losses)/Gains – Net](index=16&type=section&id=9.%20%E5%85%B6%E4%BB%96%E6%94%B6%E7%9B%8A%E6%B7%A8%E9%A1%8D) For the six months ended June 30, 2024, the Group recorded a net other loss of RMB 2.223 million, compared to a net gain of RMB 103.405 million in the prior period, mainly due to a significant decrease in gains from disposal of subsidiaries | Indicator | Six Months Ended June 30, 2024 (RMB '000) | Six Months Ended June 30, 2023 (RMB '000) | Change | | :--- | :--- | :--- | :--- | | (Loss)/Gain on Disposal of Subsidiaries | (3,313) | 104,185 | From gain to loss | | Gain on De-recognition of Subsidiaries | 219 | — | New | | Reversal of Impairment Provision for Trade Receivables | 48 | 182 | -73.6% | | **Total** | **(2,223)** | **103,405** | From gain to loss | [10. (Loss)/Profit Before Income Tax](index=17&type=section&id=10.%20%E9%99%A4%E6%89%80%E5%BE%97%E7%A8%8E%E5%89%8D%EF%BC%88%E4%BA%8E%E6%90%8D%EF%BC%89%EF%BC%8F%E6%BA%A2%E5%88%A9) Loss before income tax was RMB 37.940 million, primarily impacted by increased cost of sales, employee benefit expenses, selling and marketing expenses, administrative expenses, and a shift to net other losses | Expense Category | Six Months Ended June 30, 2024 (RMB '000) | Six Months Ended June 30, 2023 (RMB '000) | Change (%) | | :--- | :--- | :--- | :--- | | Cost of Goods Sold | 140,264 | 116,122 | +20.8% | | Employee Benefit Expenses | 21,163 | 17,061 | +24.0% | | Amortisation of Right-of-Use Assets | 2,592 | 283 | +815.9% | | Depreciation of Property, Plant and Equipment | 838 | 2,237 | -62.5% | [11. Finance Costs – Net](index=18&type=section&id=11.%20%E8%B2%A1%E5%8B%99%E6%88%90%E6%9C%AC%EF%BC%8D%E6%B7%A8%E9%A1%8D) For the six months ended June 30, 2024, net finance costs decreased by 21.7% to RMB 9.416 million, mainly due to reduced interest expenses on other borrowings and bonds payable, partially offset by increased net foreign exchange losses | Finance Cost Category | Six Months Ended June 30, 2024 (RMB '000) | Six Months Ended June 30, 2023 (RMB '000) | Change (%) | | :--- | :--- | :--- | :--- | | Interest Expense on Other Borrowings | 7,347 | 9,861 | -25.5% | | Interest Expense on Bonds Payable | — | 562 | -100.0% | | Net Foreign Exchange Losses | 1,778 | 1,140 | +55.9% | | Interest Income from Bank Deposits | (292) | (128) | +128.1% | | **Finance Costs – Net** | **9,416** | **12,023** | **-21.7%** | [12. Income Tax (Credit)/Expense](index=19&type=section&id=12.%20%E6%89%80%E5%BE%97%E7%A8%85%EF%BC%88%E6%8A%B5%E5%85%8D%EF%BC%89%EF%BC%8F%E9%96%8B%E6%94%AF) For the six months ended June 30, 2024, the Group recorded an income tax credit of RMB 0.005 million, compared to an income tax expense of RMB 0.036 million in the prior period, with mainland China subsidiaries subject to a 25% corporate income tax rate | Indicator | Six Months Ended June 30, 2024 (RMB '000) | Six Months Ended June 30, 2023 (RMB '000) | Change | | :--- | :--- | :--- | :--- | | Income Tax (Credit)/Expense | (5) | 36 | From expense to credit | - The applicable corporate income tax rate for subsidiaries in mainland China is **25%**[25](index=25&type=chunk) [13. (Loss)/Earnings Per Share](index=20&type=section&id=13.%20%E6%AF%8F%E8%82%A1%EF%BC%88%E4%BA%8E%E6%90%8D%EF%BC%89%EF%BC%8F%E7%9B%88%E5%88%A9) For the six months ended June 30, 2024, basic and diluted loss per share was RMB 0.09, compared to earnings per share of RMB 0.40 in the prior period, primarily due to the loss attributable to owners of the Company | Indicator | Six Months Ended June 30, 2024 | Six Months Ended June 30, 2023 | Change | | :--- | :--- | :--- | :--- | | (Loss)/Profit Attributable to Owners of the Company (RMB '000) | (32,579) | 86,612 | From profit to loss | | Weighted Average Number of Ordinary Shares (Thousands) | 370,662 | 219,280 | +69.0% | | Basic and Diluted (Loss)/Earnings Per Share (RMB) | (0.09) | 0.40 | From earnings to loss | [14. Interim Dividend](index=20&type=section&id=14.%20%E4%B8%AD%E6%9C%9F%E8%82%A1%E6%81%AF) The Board does not recommend the payment of any interim dividend for the six months ended June 30, 2024 - The Board does not recommend the payment of any interim dividend for the six months ended June 30, 2024[29](index=29&type=chunk) [Management Discussion and Analysis](index=21&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E8%A8%8E%E8%AB%96%E5%8F%8A%E5%88%86%E6%9E%90) [Market Review](index=21&type=section&id=%E5%B8%82%E5%A0%B4%E5%9B%9E%E9%A1%A7) In the first half of 2024, China's economy generally continued its recovery, but faced challenges such as insufficient effective demand and weak social expectations; the home appliance market was boosted by "trade-in" policies, while the liquor industry saw declining output but increasing sales revenue and profits, with significant market differentiation - In the first half of 2024, China's economy generally continued its recovery, but faced challenges such as insufficient effective demand and weak social expectations[30](index=30&type=chunk) - The home appliance market was boosted by "trade-in" policies, leading to counter-trend growth in white goods sales and a recovery in industry sentiment[31](index=31&type=chunk) - The liquor industry saw declining output, but increasing sales revenue and profits, with significant market differentiation and consumers becoming more rational[31](index=31&type=chunk) [Business Review](index=21&type=section&id=%E6%A5%AD%E5%8B%99%E5%9B%9E%E9%A1%A7) The Group continues to advance its diversified businesses, including home appliance retail, liquor, and training, focusing on marketing, leveraging emerging channel dividends, strengthening dealer networks to expand the sauce-flavor liquor market, and actively developing training services for new growth drivers [Home Appliance Business](index=21&type=section&id=%E5%AE%B6%E9%9B%BB%E9%8A%B7%E5%94%AE) - The "trade-in" policy effectively boosted domestic demand for home appliances, and the company enhanced retail performance by optimizing offline experience and integrating multi-channel marketing (live streaming, short videos, WeChat communities)[31](index=31&type=chunk)[32](index=32&type=chunk) [Liquor Business](index=21&type=section&id=%E9%85%92%E9%A1%9E%E9%8A%B7%E5%94%AE) - The company actively promotes its sauce-flavor liquor business, exclusively customizing high-end Guofeng sauce-flavor liquor, with quality assurance from state-owned enterprise background consultants[33](index=33&type=chunk) - Guizhou Guofeng has established a multi-channel sales model including "offline dealers + online mall, live streaming, community group buying, and private domain e-commerce," and has organized multiple "Liquor Capital Capital Tours" and tasting and investment promotion events[33](index=33&type=chunk) - Yuanli Liquor (Shenzhen) Co., Ltd. continues to strengthen product design, operations, and marketing capabilities, with sauce-flavor liquor products launched as scheduled[33](index=33&type=chunk) [Training Business](index=22&type=section&id=%E4%BD%88%E5%B1%80%E5%9F%B9%E8%A8%93%E6%A5%AD%E5%8B%99%EF%BC%8C%E5%86%8D%E6%B7%BB%E5%A2%9E%E9%95%B7%E5%8B%95%E5%8A%9B) - The company entered the training business last year, benefiting from national support policies for small and medium-sized enterprises, with the total number of private economic entities continuing to grow[32](index=32&type=chunk) - Shenzhen Qidian Qiuxue Technology Co., Ltd. (75% owned) acts as an agent for Beijing Shengshang's training courses and services for small and medium-sized enterprises, and provides training services such as capital market investment and financing[34](index=34&type=chunk) [Marketing Strategy and Channel Transformation](index=22&type=section&id=%E5%85%A7%E9%9C%80%E5%88%86%E5%8C%96%E4%B8%8B%EF%BC%8C%E5%81%B4%E9%87%8D%E7%87%9F%E9%8A%B7%EF%BC%8C%E9%97%9C%E6%B3%A8%E6%96%B0%E8%88%88%E6%B8%A0%E9%81%93%E7%87%9F%E9%8A%B7%E7%B4%85%E5%88%A9) - The company focuses on refined operations and marketing, leveraging emerging online channels like Douyin and Xiaohongshu, and integrating offline channels with home furnishings and building materials[32](index=32&type=chunk) - The Group has renovated its stores to enhance the offline customer experience and accelerated the integration of multi-channel marketing, including live streaming, short videos, and WeChat communities[32](index=32&type=chunk) [Dealer Network Development and Sauce-Flavor Liquor Market Expansion](index=23&type=section&id=%E5%8A%A0%E5%BC%B7%E7%B6%93%E9%8A%B7%E5%95%86%E5%BB%BA%E8%A8%AD%EF%BC%8C%E7%A9%A9%E9%80%B2%E9%96%8B%E6%8B%93%E9%86%AC%E9%85%92%E9%8A%B7%E5%94%AE%E5%B8%82%E5%A0%B4) - The company closely monitors the development of the liquor industry and actively promotes its sauce-flavor liquor business by strengthening dealer networks, exclusively customizing high-end Guofeng sauce-flavor liquor, utilizing multi-channel online and offline sales, and organizing tasting and investment promotion events to expand the market and enhance sales and profitability[33](index=33&type=chunk) - Guizhou Guofeng has established a multi-channel sales model including "offline dealers + online mall, live streaming, community group buying, and private domain e-commerce," and successfully organized **8 "Liquor Capital Capital Tours"** and **974 tasting and investment promotion events**[33](index=33&type=chunk) [Training Business Layout](index=24&type=section&id=%E4%BD%88%E5%B1%80%E5%9F%B9%E8%A8%93%E6%A5%AD%E5%8B%99%EF%BC%8C%E5%86%8D%E6%B7%BB%E5%A2%9E%E9%95%B7%E5%8B%95%E5%8A%9B) - While stabilizing existing businesses, the company is establishing new growth points by leveraging Shenzhen Qidian Qiuxue Technology Co., Ltd. (75% owned) to act as an agent for Beijing Shengshang's training courses and services for small and medium-sized enterprises, and providing capital market investment and financing training[34](index=34&type=chunk) [Financial Review](index=24&type=section&id=%E8%B2%A1%E5%8B%99%E5%9B%9E%E9%A1%A7) The Group's revenue increased by 23.2% during the reporting period, but significant increases in cost of sales, selling and marketing expenses, and administrative expenses, coupled with a shift from net other income to net other loss, resulted in an operating loss from a profit, with a net loss of RMB 32.6 million; cash and cash equivalents significantly decreased, and the gearing ratio increased [Revenue](index=24&type=section&id=%E6%94%B6%E5%85%A5) | Indicator | Six Months Ended June 30, 2024 (RMB '000) | Six Months Ended June 30, 2023 (RMB '000) | Change (%) | | :--- | :--- | :--- | :--- | | Total Revenue | 173,335 | 140,737 | +23.2% | | Home Appliance Sales | 118,492 | 121,667 | -2.6% | | Liquor Sales | 36,308 | 17,235 | +110.7% | | Education and Training Services | 18,535 | — | New | [Cost of Sales](index=25&type=section&id=%E9%8A%B7%E5%94%AE%E6%88%90%E6%9C%AC) | Indicator | Six Months Ended June 30, 2024 (RMB '000) | Six Months Ended June 30, 2023 (RMB '000) | Change (%) | | :--- | :--- | :--- | :--- | | Cost of Sales | 140,630 | 116,345 | +20.9% | [Gross Profit](index=25&type=section&id=%E6%AF%9B%E5%88%A9) | Indicator | Six Months Ended June 30, 2024 (RMB '000) | Six Months Ended June 30, 2023 (RMB '000) | Change (%) | | :--- | :--- | :--- | :--- | | Gross Profit | 32,705 | 24,392 | +34.0% | | Gross Profit Margin | 18.9% | 17.3% | +1.6pp | [Other Income](index=26&type=section&id=%E5%85%B6%E4%BB%96%E6%94%B6%E5%85%A5) | Indicator | Six Months Ended June 30, 2024 (RMB '000) | Six Months Ended June 30, 2023 (RMB '000) | Change (%) | | :--- | :--- | :--- | :--- | | Other Income | 4,111 | 4,018 | +2.3% | [Other (Losses)/Gains](index=26&type=section&id=%E5%85%B6%E4%BB%96%EF%BC%88%E4%BA%8E%E6%90%8D%EF%BC%89%EF%BC%8F%E6%94%B6%E7%9B%8A) | Indicator | Six Months Ended June 30, 2024 (RMB '000) | Six Months Ended June 30, 2023 (RMB '000) | Change | | :--- | :--- | :--- | :--- | | Other (Losses)/Gains | (2,223) | 103,405 | From gain to loss | [Selling and Marketing Expenses](index=26&type=section&id=%E9%8A%B7%E5%94%AE%E5%8F%8A%E5%B8%82%E5%A0%B4%E6%8E%A8%E5%BB%A3%E5%BC%80%E6%94%AF) | Indicator | Six Months Ended June 30, 2024 (RMB '000) | Six Months Ended June 30, 2023 (RMB '000) | Change (%) | | :--- | :--- | :--- | :--- | | Selling and Marketing Expenses | 41,497 | 21,995 | +88.7% | [Administrative Expenses](index=26&type=section&id=%E8%A1%8C%E6%94%BF%E5%BC%80%E6%94%AF) | Indicator | Six Months Ended June 30, 2024 (RMB '000) | Six Months Ended June 30, 2023 (RMB '000) | Change (%) | | :--- | :--- | :--- | :--- | | Administrative Expenses | 21,620 | 12,241 | +76.7% | [Operating (Loss)/Profit](index=26&type=section&id=%E7%BB%8F%E8%90%A5%EF%BC%88%E4%BA%8E%E6%90%8D%EF%BC%89%EF%BC%8F%E6%BA%A2%E5%88%A9) | Indicator | Six Months Ended June 30, 2024 (RMB '000) | Six Months Ended June 30, 2023 (RMB '000) | Change | | :--- | :--- | :--- | :--- | | Operating (Loss)/Profit | (28,524) | 97,579 | From profit to loss | [Finance Costs – Net](index=27&type=section&id=%E8%B2%A1%E5%8B%99%E6%88%90%E6%9C%AC%EF%BC%8D%E6%B7%A8%E9%A1%8D) | Indicator | Six Months Ended June 30, 2024 (RMB '000) | Six Months Ended June 30, 2023 (RMB '000) | Change (%) | | :--- | :--- | :--- | :--- | | Net Finance Costs | 9,416 | 12,023 | -21.7% | [Loss Before Income Tax](index=27&type=section&id=%E9%99%A4%E6%89%80%E5%BE%97%E7%A8%8E%E5%89%8D%EF%BC%88%E4%BA%8E%E6%90%8D%EF%BC%89%EF%BC%8F%E6%BA%A2%E5%88%A9) | Indicator | Six Months Ended June 30, 2024 (RMB '000) | Six Months Ended June 30, 2023 (RMB '000) | Change | | :--- | :--- | :--- | :--- | | (Loss)/Profit Before Income Tax | (37,940) | 85,556 | From profit to loss | [Income Tax Credit/(Expense)](index=27&type=section&id=%E6%89%80%E5%BE%97%E7%A8%8E%E6%8A%B5%E5%85%8D%EF%BC%8F%EF%BC%88%E5%BC%80%E6%94%AF%EF%BC%89) | Indicator | Six Months Ended June 30, 2024 (RMB '000) | Six Months Ended June 30, 2023 (RMB '000) | Change | | :--- | :--- | :--- | :--- | | Income Tax Credit/(Expense) | 5 | (36) | From expense to credit | [Loss Attributable to Owners of the Company](index=27&type=section&id=%E6%9C%AC%E5%85%AC%E5%8F%B8%E6%AC%8A%E7%9B%8A%E6%8C%81%E6%9C%89%E4%BA%BA%E6%87%89%E5%8D%A0%EF%BC%88%E4%BA%8E%E6%90%8D%EF%BC%89%EF%BC%8F%E6%BA%A2%E5%88%A9) | Indicator | Six Months Ended June 30, 2024 (RMB '000) | Six Months Ended June 30, 2023 (RMB '000) | Change | | :--- | :--- | :--- | :--- | | (Loss)/Profit Attributable to Owners of the Company | (32,579) | 86,612 | From profit to loss | [Cash and Cash Equivalents](index=27&type=section&id=%E7%8E%B0%E9%87%91%E5%8F%8A%E7%8E%B0%E9%87%91%E7%AD%89%E5%80%BC%E9%A1%B9%E7%9B%AE) | Indicator | June 30, 2024 (RMB '000) | December 31, 2023 (RMB '000) | Change (%) | | :--- | :--- | :--- | :--- | | Cash and Cash Equivalents | 29,324 | 162,301 | -81.9% | [Inventories](index=28&type=section&id=%E5%AD%98%E8%B4%A7) | Indicator | June 30, 2024 (RMB '000) | December 31, 2023 (RMB '000) | Change (%) | | :--- | :--- | :--- | :--- | | Inventories | 58,872 | 56,392 | +4.4% | [Prepayments, Deposits and Other Receivables](index=28&type=section&id=%E9%A2%84%E4%BB%98%E6%AC%BE%E9%A1%B9%E3%80%81%E6%8C%89%E9%87%91%E5%8F%8A%E5%85%B6%E4%BB%96%E5%BA%94%E6%94%B6%E6%AC%BE%E9%A1%B9) | Indicator | June 30, 2024 (RMB '000) | December 31, 2023 (RMB '000) | Change (%) | | :--- | :--- | :--- | :--- | | Prepayments, Deposits and Other Receivables | 22,090 | 40,033 | -44.9% | [Trade and Bills Receivables](index=28&type=section&id=%E8%B2%A9%E6%98%93%E6%87%89%E6%94%B6%E8%B3%A6%E6%AC%BE%E5%8F%8A%E6%87%89%E6%94%B6%E7%A5%A8%E6%93%9A) | Indicator | June 30, 2024 (RMB '000) | December 31, 2023 (RMB '000) | Change (%) | | :--- | :--- | :--- | :--- | | Trade and Bills Receivables | 9,995 | 3,760 | +165.8% | [Trade and Bills Payables](index=28&type=section&id=%E8%B2%A9%E6%98%93%E6%87%89%E4%BB%98%E8%B3%A6%E6%AC%BE%E5%8F%8A%E6%87%89%E4%BB%98%E7%A5%A8%E6%93%9A) | Indicator | June 30, 2024 (RMB '000) | December 31, 2023 (RMB '000) | Change (%) | | :--- | :--- | :--- | :--- | | Trade and Bills Payables | 24,326 | 36,557 | -33.6% | [Gearing Ratio and Basis of Calculation](index=28&type=section&id=%E8%B3%87%E6%9C%AC%E8%B2%A0%E5%82%B5%E6%AF%94%E7%8E%87%E5%8F%8A%E8%A8%88%E7%AE%97%E5%9F%BA%E6%BA%96) | Indicator | June 30, 2024 | December 31, 2023 | Change (pp) | | :--- | :--- | :--- | :--- | | Gearing Ratio | 291.9% | 232.7% | +59.2pp | [Liquidity, Financial Resources and Capital](index=29&type=section&id=%E6%B5%81%E5%8B%95%E8%B3%87%E9%87%91%E3%80%81%E8%B2%A1%E5%8B%99%E8%B3%87%E6%BA%90%E5%8F%8A%E8%B3%87%E9%87%91) As of June 30, 2024, the Group's cash and cash equivalents significantly decreased to RMB 29.3 million, with net current liabilities of RMB 102.7 million (compared to net current assets of RMB 20.5 million in the prior period); interest-bearing borrowings substantially decreased to RMB 158.9 million, with fixed interest rates ranging from 4.5% to 6.5% | Indicator | June 30, 2024 (RMB '000) | December 31, 2023 (RMB '000) | Change | | :--- | :--- | :--- | :--- | | Cash and Cash Equivalents | 29,324 | 162,301 | -81.9% | | Net Current (Liabilities)/Assets | (102,763) | 20,533 | From net assets to net liabilities | | Interest-bearing Borrowings | 158,909 | 471,200 | -66.3% | - The Group's interest-bearing borrowings are denominated in RMB and HKD, with fixed interest rates ranging from **4.5% to 6.5%**[48](index=48&type=chunk) [Foreign Currency and Treasury Policy](index=29&type=section&id=%E5%A4%96%E5%B9%A3%E5%8F%8A%E5%BA%AB%E5%8B%99%E6%94%BF%E7%AD%96) The Group's revenue and most expenses are denominated in RMB, and no forward contracts were entered into to hedge foreign exchange risks during the reporting period; currently, there is no foreign currency hedging policy, but the Board closely monitors and may consider adopting one in the future - The Group's revenue and most expenses are denominated in RMB, and no foreign exchange hedging was undertaken during the reporting period[49](index=49&type=chunk) - The Board closely monitors foreign exchange risks and may consider adopting a foreign currency hedging policy in the future[49](index=49&type=chunk) [Litigation and Contingent Liabilities](index=29&type=section&id=%E8%A8%B4%E8%A8%9F%E5%8F%8A%E6%88%96%E7%84%B6%E4%BA%8B%E9%A0%85) As of June 30, 2024, the Group had no significant contingent liabilities - As of June 30, 2024, the Group had no significant contingent liabilities[50](index=50&type=chunk) [Interim Dividend](index=30&type=section&id=%E4%B8%AD%E6%9C%9F%E8%82%A1%E6%81%AF) The Board does not recommend the payment of any interim dividend for the six months ended June 30, 2024 - The Board does not recommend the payment of any interim dividend for the six months ended June 30, 2024[51](index=51&type=chunk) [Employment and Remuneration Policy](index=30&type=section&id=%E8%81%98%E7%94%A8%E5%8F%8A%E8%96%AA%E9%85%AC%E6%94%BF%E7%AD%96) The Group adopts a remuneration policy comparable to industry peers, including fixed basic salaries and discretionary performance bonuses, and participates in various social security schemes for its employees - The Group's remuneration policy is comparable to industry peers, including basic salaries and discretionary performance bonuses[51](index=51&type=chunk) - The Group participates in various social security schemes for its employees[51](index=51&type=chunk) [Human Resources](index=30&type=section&id=%E4%BA%BA%E5%8A%9B%E8%B3%87%E6%BA%90) As of June 30, 2024, the Group had 349 employees, an increase of 16.3% compared to December 31, 2023 | Indicator | June 30, 2024 | December 31, 2023 | Change (%) | | :--- | :--- | :--- | :--- | | Number of Employees | 349 | 300 | +16.3% | [Significant Investments](index=30&type=section&id=%E9%87%8D%E5%A4%A7%E6%8A%95%E8%B3%87) As of June 30, 2024, the Group held no significant investments whose fair value exceeded 5% of total assets - As of June 30, 2024, the Group held no significant investments whose fair value exceeded **5% of total assets**[53](index=53&type=chunk) [Future Material Investments and Capital Asset Plans](index=30&type=section&id=%E6%9C%AA%E4%BE%86%E9%87%8D%E5%A4%A7%E6%8A%95%E8%B3%87%E8%88%87%E8%B3%87%E6%9C%AC%E8%B3%87%E7%94%A2%E8%A8%88%E5%8A%83) As of June 30, 2024, the Group had no identified and legally binding future material investments or capital asset plans for the coming year - As of June 30, 2024, the Group had no identified and legally binding future material investments or capital asset plans for the coming year[54](index=54&type=chunk) [Significant Acquisitions and Disposals of Subsidiaries, Associates and Joint Ventures](index=31&type=section&id=%E9%87%8D%E5%A4%A7%E6%94%B6%E8%B3%BC%E5%8F%8A%E5%87%BA%E5%94%AE%E9%99%84%E5%B1%AC%E5%85%AC%E5%8F%B8%E3%80%81%E8%81%AF%E7%87%9F%E5%85%AC%E5%8F%B8%E5%8F%8A%E5%90%88%E7%87%9F%E4%BC%81%E6%A5%AD) On June 19, 2024, the Company's indirect wholly-owned subsidiary disposed of its entire equity interest in Yangzhou Laihao Electrical Appliance Trading Co., Ltd. for RMB 29.3 million, primarily to offset loans - On June 19, 2024, Beijing Qidian New Commercial Technology Co., Ltd., an indirect wholly-owned subsidiary of the Company, disposed of its entire equity interest in Yangzhou Laihao Electrical Appliance Trading Co., Ltd. for a consideration of **RMB 29.3 million**[55](index=55&type=chunk) - The disposal consideration was primarily settled by offsetting outstanding principal and interest under a loan agreement, with the remaining outstanding amount of **RMB 12.613 million** to be repaid by June 13, 2025[55](index=55&type=chunk) [Future Outlook](index=31&type=section&id=%E6%9C%AA%E4%BE%86%E5%B1%95%E6%9C%9B) Looking ahead to the second half of the year, China's economy is expected to continue its recovery; the Group will seize opportunities from "trade-in" policies, growing demand for smart home appliances, the potential of the sauce-flavor liquor market, and the recovery of the training market, optimizing marketing strategies, expanding online and offline channels, and deepening its training business to enhance performance and market share [Home Appliance Market](index=31&type=section&id=1%E3%80%81%20%E4%BB%A5%E8%88%8A%E6%8F%9B%E6%96%B0%E6%94%BF%E7%AD%96%E4%B8%8B%E6%8B%89%E5%8B%95%E5%AE%B6%E9%9B%BB%E6%9B%B4%E6%96%B0%E8%BF%AD%E4%BB%A3) - The "trade-in" policy is expected to continue driving growth in home appliance consumption, and the company will optimize marketing strategies and increase sales efforts for large home appliances[57](index=57&type=chunk)[58](index=58&type=chunk) - The smart home appliance market continues to grow, with increasing penetration rates, and the company will strengthen the sales and promotion of smart home appliance products[59](index=59&type=chunk)[60](index=60&type=chunk) [Sauce-Flavor Liquor Business](index=33&type=section&id=3%E3%80%81%20%E9%86%AC%E9%85%92%E6%A5%AD%E5%8B%99%E7%B7%9A%E4%B8%8A%E3%80%81%E7%B7%9A%E4%B8%8B%E9%BD%8A%E7%99%BC%E5%8A%9B%EF%BC%8C%E6%8C%81%E7%BA%8C%E6%8F%90%E5%8D%87%E6%A5%AD%E7%B8%BE%E7%9B%88%E5%88%A9%E8%83%BD%E5%8A%9B) - The sauce-flavor liquor industry is projected to reach **RMB 255.6 billion** in sales revenue by 2026, with an average annual growth of **6.50%**, presenting development opportunities with economic recovery[61](index=61&type=chunk) - The company will leverage the high social and strong demand attributes of sauce-flavor liquor, utilizing multi-channel online and offline efforts to reshape consumption scenarios, expand customer base, innovate packaging design, and enhance brand operation and digital marketing capabilities[61](index=61&type=chunk) [Training Market](index=34&type=section&id=4%E3%80%81%20%E6%8A%8A%E6%8F%A1%E5%9F%B9%E8%A8%93%E5%B8%82%E5%A0%B4%E7%99%BC%E5%B1%95%E6%BD%9B%E5%8A%9B%EF%BC%8C%E7%A9%A9%E6%AD%A5%E6%8E%A8%E9%80%B2%E5%9F%B9%E8%A8%93%E6%A5%AD%E5%8B%99) - With the domestic economic recovery, the vitality and service demand of small and medium-sized enterprises are gradually being released, bringing development potential to the training market[62](index=62&type=chunk) - The Group will deepen its five major training businesses—capital market investment and financing, family education, traditional Chinese studies, study tours, and new media—through its Shenzhen company, adopting a "precision marketing" strategy[62](index=62&type=chunk) [Corporate Governance and Other Information](index=34&type=section&id=%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB%E5%8F%8A%E5%85%B6%E4%BB%96%E4%BF%A1%E6%81%AF) [Compliance with the Corporate Governance Code](index=34&type=section&id=%E9%81%B5%E5%AE%88%E3%80%8A%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB%E5%AE%88%E5%88%99%E3%80%8B) The Company complied with the Code Provisions of the HKEX Corporate Governance Code during the reporting period, with a previous deviation from C.2.1 (separation of Chairman and CEO roles) rectified by the appointment of Mr. Sun Yue as the new CEO on May 27, 2024, while Mr. Yuan Li continues as Chairman - The Company complied with the Code Provisions of the HKEX Corporate Governance Code during the reporting period, but previously deviated from C.2.1 (separation of Chairman and CEO roles)[64](index=64&type=chunk) - Effective May 27, 2024, Mr. Sun Yue was appointed as the new Chief Executive Officer, with Mr. Yuan Li continuing as Chairman, thereby complying with the Code requirements[64](index=64&type=chunk) [Audit Committee](index=36&type=section&id=%E5%AF%A9%E6%A0%B8%E5%A7%94%E5%91%A1%E6%9C%83) The Audit Committee, comprising three independent non-executive directors, assists the Board in reviewing financial information, internal controls, risk management, and audit plans, and has reviewed the unaudited interim results for the six months ended June 30, 2024 - The Audit Committee comprises three independent non-executive directors, including one member with professional qualifications[65](index=65&type=chunk) - The Committee's primary responsibilities include reviewing financial information, internal controls, risk management, audit plans, and the relationship with external auditors[65](index=65&type=chunk) - The Audit Committee has reviewed the unaudited interim results for the six months ended June 30, 2024[65](index=65&type=chunk) [Sufficiency of Public Float](index=36&type=section&id=%E5%85%AC%E7%9C%BE%E6%8C%81%E8%82%A1%E9%87%8F%E7%9A%84%E5%85%85%E8%B6%B3%E5%BA%A6) From January 1, 2024, to the date of this announcement, the Company has maintained a sufficient public float - The Company has maintained a sufficient public float from January 1, 2024, to the date of this announcement[66](index=66&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=36&type=section&id=%E8%B3%BC%E8%B2%B7%E3%80%81%E5%87%BA%E5%94%AE%E6%88%96%E8%B3%96%E5%9B%9E%E6%9C%AC%E5%85%AC%E5%8F%B8%E7%9A%84%E4%B8%8A%E5%B8%82%E8%AD%89%E5%88%B8) For the six months ended June 30, 2024, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities, and there were no treasury shares - For the six months ended June 30, 2024, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[67](index=67&type=chunk) - As of June 30, 2024, the Company held no treasury shares[67](index=67&type=chunk) [Significant Events After the Reporting Period](index=37&type=section&id=%E5%A0%B1%E5%91%8A%E6%9C%9F%E5%90%8E%E9%87%8D%E8%A6%81%E4%BA%8B%E9%A0%85) After the reporting period, the Company completed two significant events in July 2024: the allotment and issuance of 158,627,138 shares to two subscribers, with net proceeds of HKD 80.917 million for debt repayment and general working capital; and the signing of an acquisition agreement to acquire the entire issued share capital of Shengshang Entrepreneurial Services Co., Ltd. for HKD 340 million in consideration shares (850 million shares) - On July 9, 2024, the company completed the allotment and issuance of **158,627,138 shares** to two subscribers, with net proceeds of **HKD 80.917 million** used for debt repayment and general working capital[68](index=68&type=chunk) - On July 26, 2024, the company signed an agreement to acquire the entire issued share capital of Shengshang Entrepreneurial Services Co., Ltd. for a consideration of **HKD 340 million**, payable in **850,000,000 consideration shares**[68](index=68&type=chunk) [Change of Company Website](index=37&type=section&id=%E8%AE%8A%E6%9B%B4%E6%9C%AC%E5%85%AC%E5%8F%B8%E7%B6%B2%E7%AB%99) The Company's website has been changed from "www.hyjd.com" to "www.qidianguofeng.cn" - The Company's website has been changed from "www.hyjd.com" to "www.qidianguofeng.cn"[69](index=69&type=chunk) [Publication of Interim Results Announcement and Interim Report](index=38&type=section&id=%E5%88%8A%E7%99%BC%E4%B8%AD%E6%9C%9F%E6%A5%AD%E7%B8%BE%E5%85%AC%E5%91%8A%E5%8F%8A%E4%B8%AD%E6%9C%9F%E5%A0%B1%E5%91%8A) The Company's 2024 interim report will be dispatched to shareholders (upon request) and published on the HKEX website and the Company's new website in due course - The Company's 2024 interim report will be dispatched to shareholders (upon request) and published on the HKEX website and the Company's new website in due course[70](index=70&type=chunk)

Financial Performance - In 2023, the company's revenue was approximately RMB 319.8 million, an increase of 21.9% compared to RMB 262.3 million in 2022, driven by new business development and increased sales in liquor and education training services [6]. - The operating profit for 2023 was approximately RMB 85.4 million, a significant recovery from an operating loss of approximately RMB 112.9 million in 2022 [6]. - The gross profit margin improved to 19.3% in 2023, up from 14.6% in 2022, indicating better cost management and pricing strategies [6]. - The net profit for 2023 was approximately RMB 53.7 million, compared to a net loss of approximately RMB 137.8 million in 2022, reflecting a turnaround in financial performance [6]. - Gross profit for 2023 was approximately RMB 61.8 million, a substantial increase of 61.5% from RMB 38.2 million in 2022, indicating improved profitability [30]. - The company recorded other income of approximately RMB 5.9 million in 2023, slightly down from RMB 6.4 million in 2022 [31]. - The net other gains for 2023 were approximately RMB 5.0 million, a significant improvement from a net loss of RMB 17.7 million in 2022, reflecting better financial management [32]. - The total sales and marketing expenses for the year ended December 31, 2023, amounted to approximately RMB 623 million, an increase of 69.3% compared to approximately RMB 368 million for the year ended December 31, 2022 [33]. - The total administrative expenses for the year ended December 31, 2023, were approximately RMB 290 million, a decrease of 38.1% from approximately RMB 469 million for the year ended December 31, 2022 [34]. - Profit before tax for the year ended December 31, 2023, was approximately RMB 538 million, compared to a loss before tax of approximately RMB 1,375 million for the year ended December 31, 2022 [37]. - Cash and cash equivalents as of December 31, 2023, were approximately RMB 1,623 million, an increase of 18.4 times compared to approximately RMB 84 million as of December 31, 2022 [40]. - Inventory as of December 31, 2023, was approximately RMB 564 million, an increase of 35.4% from approximately RMB 416 million as of December 31, 2022 [41]. - The debt-to-equity ratio as of December 31, 2023, was 232.7%, a decrease from 297.4% as of December 31, 2022 [46]. Business Strategy and Development - The company is focusing on diversifying its development strategy, enhancing both online and offline retail channels, and exploring various marketing methods such as live streaming and social media platforms [10]. - The liquor segment, particularly the sauce-flavored liquor, has shown strong growth potential, with a compound annual growth rate of 15.9% in sales revenue from 2019 to 2022 [13]. - The training business is positioned in a rapidly growing segment, supported by favorable government policies and an increase in registered individual businesses, which reached 124 million in 2023 [13]. - The company anticipates that the economic environment in 2024 will present more opportunities than challenges, benefiting its retail, liquor, and training businesses [14]. - The company aims to promote high-end home appliances to capture the resilient consumption power of high-income households [11]. - The company is actively expanding into the liquor market, with a focus on high-end products, and has established a multi-channel sales model including online and offline strategies [24]. - The training business is being developed as a new growth driver, with a partnership established to promote training courses for small and medium enterprises [25]. - The company is enhancing its marketing strategies in the home appliance sector by focusing on emerging channels and improving customer experience through store renovations and digital integration [22]. - The liquor market is experiencing a favorable shift, with a growing consumer preference for high-quality products, positioning the company to capitalize on this trend [23]. - The group aims to leverage digitalization in its liquor business, focusing on product, operation, and marketing digitization to enhance user engagement and operational efficiency [60]. - The white liquor market is experiencing a shift towards premiumization, with consumer demand for high-quality and personalized products increasing, particularly for sealed liquor [61]. - The group is enhancing the influence and market penetration of its Guofeng liquor brand to tap into the growing consumer base and improve profitability [61]. - The training business is being expanded in response to the recovery of the economy and the increasing service demands of small and medium-sized enterprises [62]. - The group is implementing targeted marketing strategies to meet the personalized needs of training clients, aiming to increase market share and brand influence [62]. Corporate Governance - The board of directors is committed to high standards of corporate governance to protect shareholder interests and enhance company value [63]. - The company has complied with the corporate governance code, with a noted exception regarding the separation of roles between the chairman and CEO [64]. - The board currently consists of seven members, including three executive directors and three independent non-executive directors, ensuring diverse oversight [67]. - Recent appointments to the board include new executive and non-executive directors, enhancing governance and operational efficiency [69]. - The board has established an independent assessment mechanism to ensure independent viewpoints and opinions are obtained, including the formation of a nomination committee to select suitable candidates [71]. - The audit committee held two meetings during the year to review the annual financial performance for 2022 and the interim results for 2023, with all members in attendance [79]. - The company has complied with listing rules by appointing at least three independent non-executive directors, constituting at least one-third of the board [71]. - The company has received written annual independence confirmation from all independent non-executive directors, affirming their compliance with independence guidelines [71]. - The audit committee consists of independent non-executive directors, including at least one member with appropriate professional qualifications or accounting expertise [79]. - The company encourages continuous professional development for all directors to ensure their contributions remain informed and relevant [76]. - The board has established three committees: audit committee, remuneration committee, and nomination committee, each with clear written terms of reference [78]. - The company has a rotation system for all directors, requiring them to retire at least once every three years [73]. - The company has implemented a mechanism for directors to seek independent professional advice at the group's expense [71]. - The company has not encountered any disagreements with external auditors regarding their appointment, designation, or dismissal during the year [80]. - The company has established a Compensation Committee to review the remuneration packages of individual executive directors and senior management, holding two meetings during the year to discuss compensation policies [82][83]. - The Nomination Committee has been formed to review the composition of the board and has held two meetings to assess the independence of non-executive directors, ensuring a balanced diversity perspective [84][88]. - As of December 31, 2023, 20% of the senior management team are women, and 60% of the 300 employees are female, with plans to add at least one female board member by December 31, 2024 [89]. - The board has adopted a diversity policy and aims to maintain a balanced perspective related to business growth, considering various factors such as gender, age, and professional qualifications [85][88]. - The board and the Nomination Committee have reviewed the effectiveness of the diversity policy, confirming its validity for the year ending December 31, 2023 [90]. - The board has authorized the Nomination Committee to select and appoint directors, ensuring a balance of skills, knowledge, and experience [91]. - The company has adopted a standard code for securities trading, ensuring compliance by all directors throughout the reporting year [94][95]. - The company incurred approximately RMB 2.18 million in fees for external auditors, with RMB 2 million for audit services and RMB 180,000 for non-audit services [104]. - The board is responsible for the overall risk management and internal control systems, ensuring their effectiveness to protect shareholder interests and group assets [99]. - The company has established a policy to distribute dividends, aiming to declare and recommend a total amount of no less than 15% of the annual net profit to shareholders, subject to various conditions [111]. - The company has implemented procedures to identify, handle, and disclose insider information, ensuring strict prohibition of unauthorized access and use of data [102]. - The company has not reported any incidents of employee or corporate corruption from January 1, 2023, to the report date [101]. - The board has conducted two reviews of the effectiveness of the risk management and internal control systems for the year ending December 31, 2023 [102]. - The company has established an anti-fraud and whistleblowing management system to monitor employee behavior in daily operations [99]. - The company emphasizes effective communication with shareholders to enhance investor relations and ensure transparency in business performance and strategies [107]. - The company has a dedicated anti-fraud mailbox and hotline for reporting complaints and whistleblowing, ensuring confidentiality for whistleblowers [100]. - The company has appointed an independent auditor for independent audits and internal monitoring to prevent and control corruption or unethical behavior [100]. - The company reported no significant uncertainties affecting its ability to continue as a going concern [114]. Shareholder Information - The group is primarily engaged in retailing home appliances, mobile phones, computers, and providing related services in China [117]. - No interim dividends were declared during the year, and the board does not recommend any final dividends for the year [124]. - The total transaction fee cap for the agency agreement with Beijing Shengshang is proposed to be RMB 10 million, RMB 55 million, and RMB 58 million for the fiscal years ending December 31, 2024, and December 31, 2025, respectively [137]. - The financial risk analysis related to the group's liquidity is detailed in the notes to the consolidated financial statements [115]. - The company has made no significant changes to its property, plant, and equipment during the year [129]. - The group is committed to environmental protection by investing in energy-saving lighting systems and increasing paper recycling [119]. - The company has complied with relevant laws and regulations in the Cayman Islands, Hong Kong, and China during the year [120]. - There were no available reserves for distribution to shareholders as of December 31, 2023 [128]. - The board of directors includes both executive and independent non-executive members, with specific appointments and terminations noted [134]. - The group is actively exploring investment opportunities to expand its asset and revenue base, particularly through the training services business in Shenzhen, which is expected to generate new income sources [138]. - The total transaction fees payable by the group for the year amounted to RMB 6,646,000 [139]. - The independent non-executive directors have confirmed that the ongoing related party transactions are conducted in the ordinary course of business and on normal commercial terms [140]. - The group has complied with the annual review and disclosure requirements regarding related party transactions as per the Listing Rules [141]. - As of December 31, 2023, the company’s major shareholder, Mogen Ltd., holds 65,001,624 shares, representing approximately 29.64% of the company’s equity [143]. - Other significant shareholders include Opus Sunway International Holdings with 23,755,306 shares (10.83%) and Hong Kong Ruihong Yixing International with 23,400,210 shares (10.67%) [144]. - The group has disclosed details of related party transactions in the audited consolidated financial statements, ensuring compliance with the relevant regulations [142]. Management and Board Composition - The management team of the Shenzhen company possesses over ten years of experience in the education and training industry, enhancing the group's prospects [138]. - The group is optimistic about the new business introduced through the Shenzhen company due to its management team's capabilities in sales channel development and technical support [138]. - The group’s ongoing related party transactions have been reviewed and reported by the auditor, confirming compliance with the necessary standards [141]. - The company adopted the 2023 Share Incentive Plan on June 15, 2023, allowing for the purchase and allocation of up to 21,927,974 shares, representing approximately 10% of the company's existing issued shares [150]. - Under the 2023 Share Incentive Plan, a maximum of 19,735,176 shares may be granted to service providers, which is subject to specific performance targets related to liquor sales [151]. - The 2023 Share Incentive Plan aims to incentivize eligible participants to achieve liquor sales targets and recognize their contributions to the company's ongoing operations and growth [151]. - The company’s stock option plan adopted on March 5, 2010, expired on March 5, 2020, with 5,000,000 options granted at a subscription price of HKD 33.8, all of which expired on May 13, 2020 [149]. - The company has a limit of 1% of issued shares for rewards granted to selected participants within a 12-month period, requiring shareholder approval for any excess [154]. - Any rewards granted to directors or key executives exceeding 0.1% of issued shares must also receive shareholder approval [155]. - The company’s stock options from December 22, 2015, at a subscription price of HKD 19.0, can be exercised until December 21, 2025, with some options having expired [149]. - The company is focused on enhancing cash flow control through sales rebates linked to performance targets for its subsidiary Guizhou Renhuai Guofeng Liquor Co., Ltd. [151]. - The board believes that the selection criteria for eligible participants align with the company's business needs and the objectives of the 2023 Share Incentive Plan [151]. - The company’s stock option plan adjustments were made in accordance with a share consolidation effective from January 7, 2020 [149]. - The total number of shares that can be issued under the 2023 Share Incentive Plan is 21,927,974 shares, representing 8.3% of the issued share capital as of the report date [165]. - There are no unexercised shares under the 2023 Share Incentive Plan as of the fiscal year ending December 31, 2023, and no shares have been granted, exercised, canceled, or expired under this plan [165]. - The 2023 Share Incentive Plan will be effective for a period of 10 years from the adoption date, with approximately 9 years remaining [164]. - If any rewards granted to selected participants exceed the 0.1% limit, shareholder approval is required at a general meeting [158]. - The vesting period for rewards granted to selected participants as service providers shall not be less than 12 months [163]. - The board has the discretion to impose any terms and conditions it deems appropriate regarding the rights and vesting of awarded shares [160]. - The performance standards and related factors for determining the number of awarded shares include the group's financial performance and overall business objectives [161]. - The company has not entered into any management or administrative contracts related to the entire group or any significant part of its business during the year [168]. - There are no arrangements that allow directors or senior executives to acquire securities of the company or its affiliates during the year [166]. - The company must comply with the provisions of the listing rules when granting rewards exceeding the specified limits [158]. - In 2023, total sales from the top five customers accounted for approximately 3.22% of the group's total revenue, with the largest customer contributing about 1.85% [173]. - The group's total procurement from the top five suppliers represented approximately 51.83% of total procurement, with the largest supplier accounting for about 17.89% [173]. - As of December 31, 2023, the company had no purchases, sales, or redemptions of its listed securities during the year [171]. - The company issued 43,855,948 shares at a subscription price of HKD 0.69 per share, raising a total of HKD 30,260,604.12, netting HKD 29,960,604.12 after expenses [180]. - A subscription agreement was signed on March 18, 2024, for the issuance of 530,000,000 new shares at HKD 0.35 per share, totaling HKD 185.50 million, to offset shareholder loans [181]. - The remaining balance of shareholder loans, including accrued interest, is approximately HKD 166.99 million after the subscription agreement [181]. - The company maintains sufficient public float as per listing rules as of the report date [175]. - The audit committee consists of three independent non-executive directors, ensuring compliance with listing regulations [177]. - The company has made appropriate insurance arrangements for potential legal liabilities faced by its directors [170]. - The board of directors has undergone changes, with Mr. Zhuang Liangbao appointed as an executive director on August 28, 2023 [176]. - The company appointed Mr. Zhuang Liangbao as an executive director on August 28, 2023, who also serves as the CFO of a non-wholly owned subsidiary [186]. - Mr. Yuan Li holds 24.54% of the company's issued share capital, with 64,565,624 shares [185]. - The company has over 6 years of experience in the entrepreneurial training industry, as highlighted by Mr. Yuan's background [185]. - Mr. Xu Xinying has over 8 years of experience in business management and corporate governance [185]. - The company has a strong focus on financial compliance and daily operations, as evidenced by Mr. Zhang Yihua's role as CFO in various companies [192]. - The company emphasizes independent oversight with Mr. Chen Rui serving as the chairman of the nomination committee and having extensive management consulting experience [192]. - The company has a diverse board with members having backgrounds in finance, law, and technology, enhancing its strategic capabilities [188][191]. - The company is committed to green development and international cooperation, as indicated by Mr. Gu Changchao's expertise [188]. - The company has a robust governance structure with multiple committees, including audit, remuneration, and nomination committees [191]. - The company has a strong educational foundation among its directors, with degrees from prestigious institutions such as Tsinghua University and East China Normal University [189][192]. - The company reported a comprehensive financial performance reflecting its financial position as of December 31, 2023, in accordance with Hong Kong Financial Reporting Standards [198]. - The independent auditor confirmed that the financial statements present a true and fair view of the group's financial status and performance for the year ended December 31, 2023 [198]. - Key audit matters were identified as significant to the audit of the financial statements, emphasizing the importance of these issues in the overall audit process [200].

Financial Performance - The revenue for the year ended December 31, 2023, was approximately RMB 319.8 million, an increase of 21.9% compared to RMB 262.3 million in 2022, primarily due to the expansion of new businesses and increased sales in liquor and education training services[3]. - The gross profit margin for 2023 was 19.3%, up from 14.6% in 2022[3]. - The operating profit for 2023 was approximately RMB 85.4 million, a turnaround from an operating loss of approximately RMB 112.9 million in 2022[3]. - The net profit for 2023 was approximately RMB 53.7 million, compared to a net loss of approximately RMB 137.8 million in 2022[3]. - The basic and diluted earnings per share for 2023 were RMB 0.255, compared to a loss per share of RMB 0.624 in 2022[4]. - Total comprehensive income attributable to the owners of the company for 2023 was RMB 55.9 million, compared to a loss of RMB 136.8 million in 2022[5]. - The company reported a pre-tax profit of RMB 53,789,000 for the year, a significant recovery from a pre-tax loss of RMB 137,514,000 in the previous year[28]. - The company reported a pre-tax profit of RMB 55,854,000 in 2023, a significant recovery from a loss of RMB 136,767,000 in 2022[51]. Assets and Liabilities - The total assets as of December 31, 2023, amounted to RMB 313.7 million, compared to RMB 238.4 million in 2022[10]. - The total liabilities as of December 31, 2023, were RMB 729.8 million, slightly up from RMB 709.2 million in 2022[10]. - The total assets of the company as of December 31, 2023, amounted to RMB 313,662,000, while total liabilities were RMB 729,764,000[32]. - The company’s total liabilities stood at RMB 709,153,000, with allocated liabilities in the home appliance business at RMB 620,554,000[36]. Cash Flow and Liquidity - The company reported a significant increase in cash and cash equivalents, reaching RMB 162.3 million in 2023, compared to RMB 8.4 million in 2022[8]. - The sale of a subsidiary resulted in a net cash inflow of RMB 104,185,000, contributing positively to the company's liquidity[56]. - Cash and cash equivalents as of December 31, 2023, were approximately RMB 162.3 million, an increase of 18.4 times compared to approximately RMB 8.4 million as of December 31, 2022[84]. Revenue Streams - Revenue from home appliance sales was RMB 239,848,000, down from RMB 262,348,000 in the previous year, indicating a decline of 8.6%[24]. - The education and training services segment generated revenue of RMB 27,585,000, which was a new addition to the revenue streams in 2023[24]. - The white liquor business contributed RMB 52,380,000 in revenue, marking its first year of reported sales[24]. - The company's revenue for 2023 was approximately RMB 319.8 million, an increase of 21.9% compared to RMB 262.3 million in 2022, driven by new business expansions in liquor sales and education training services[68]. Expenses and Costs - The sales and service costs for 2023 were approximately RMB 258.1 million, a 15.2% increase from RMB 224.1 million in 2022, primarily due to the costs associated with new liquor and education training businesses[71]. - The total sales and marketing expenses for the year ended December 31, 2023, amounted to approximately RMB 62.3 million, an increase of 69.3% compared to approximately RMB 36.8 million for the year ended December 31, 2022[75]. - The total administrative expenses for the year ended December 31, 2023, were approximately RMB 29.0 million, a decrease of 38.1% from approximately RMB 46.9 million for the year ended December 31, 2022[77]. - The net financial costs for the year ended December 31, 2023, were approximately RMB 31.7 million, an increase of 28.6% from approximately RMB 24.6 million for the year ended December 31, 2022[79]. Business Strategy and Focus - The company is actively engaged in the liquor business and education training services, indicating a strategic focus on these sectors for future growth[11]. - The company is focusing on expanding its liquor sales market, with a strategy to enhance retail diversification and increase sales channels, including online and offline integration[64]. - The company has entered the training business, signing an agency agreement to promote training courses for small and medium enterprises, which is expected to add new growth momentum[66][67]. - The liquor segment is positioned in the mid-to-high-end market, with a focus on quality assurance and expanding the dealer network to boost sales[65]. - The company is enhancing the influence and market penetration of its Guofeng liquor brand, targeting the emerging entrepreneur demographic to drive sales growth[105]. - The company plans to develop the sealed altar liquor segment, which is gaining popularity among consumers, indicating a promising market potential[105]. - The company plans to focus on high-end home appliance market promotion and sales, targeting mid-to-high-end consumer groups while also addressing the needs of mid-to-low-end consumers[99][100]. Corporate Governance and Compliance - The company is committed to high standards of corporate governance to enhance transparency and accountability, ensuring shareholder interests are protected[108]. - The audit committee has reviewed the annual financial performance and recommended its adoption by the board, with no disagreements reported regarding the appointment of external auditors[119]. - The company will announce the date for the upcoming annual general meeting and the period during which the share transfer registration will be suspended[120]. - The annual performance announcement and annual report will be sent to shareholders and published on the Hong Kong Stock Exchange website and the company's website[122]. - The board of directors includes three executive directors, one non-executive director, and three independent non-executive directors[124].

Financial Performance - For the six months ended June 30, 2023, the company's revenue was approximately RMB 140.7 million, an increase of 9.5% compared to RMB 128.5 million for the same period in 2022[14]. - Gross profit for the six months ended June 30, 2023, was approximately RMB 24.4 million, representing a significant increase of 55.4% from RMB 15.7 million in the same period last year[17]. - Operating profit for the six months ended June 30, 2023, was approximately RMB 97.6 million, a significant increase of 573.8% compared to an operating loss of RMB 20.6 million for the same period in 2022[23]. - Profit before tax for the six months ended June 30, 2023, was approximately RMB 85.6 million, compared to a loss before tax of RMB 32.5 million for the same period in 2022[25]. - Other income for the six months ended June 30, 2023, was approximately RMB 4.0 million, an increase of 29.0% compared to RMB 3.1 million for the same period in 2022[18]. - The net profit for the period was RMB 85,520,000, a turnaround from a net loss of RMB 32,466,000 in the same period last year[83]. - Basic and diluted earnings per share for the six months ended June 30, 2023, were RMB 0.40, compared to a loss of RMB 0.14 in the same period of 2022[157]. Revenue Breakdown - Revenue from home appliance sales was RMB 121,667,000, slightly down from RMB 126,815,000, a decrease of 4.3%[143]. - Revenue from liquor sales was RMB 17,235,000, with no prior year comparison available[143]. - The appliance segment generated revenue of RMB 122,934,000, while the liquor segment contributed RMB 17,235,000[145]. Cash and Liquidity - Cash and cash equivalents as of June 30, 2023, were approximately RMB 33.3 million, an increase of 296.4% from RMB 8.4 million as of December 31, 2022[28]. - The net cash generated from operating activities for the six months ended June 30, 2023, was RMB 14.297 million, a significant improvement from a net cash outflow of RMB 20.247 million in the same period of 2022[88]. - The total cash and cash equivalents at the end of the period rose to RMB 33.267 million, up from RMB 15.421 million at the end of June 2022[88]. - The company has received financial support from its major shareholder, with a commitment of up to RMB 400 million over an 18-month period to assist in fulfilling financial obligations[97]. Assets and Liabilities - The company's total assets as of June 30, 2023, were RMB 160,255,000, down from RMB 238,437,000 as of December 31, 2022[77]. - Total liabilities decreased to RMB 544,547,000 from RMB 709,153,000, indicating improved financial stability[79]. - The company's equity attributable to owners improved to a negative balance of RMB 401,890 from a negative balance of RMB 488,502,000, indicating a recovery in equity position[113]. Shareholder Information - As of June 30, 2023, the company has a total of 65,001,624 shares held by Mogen Ltd., representing approximately 29.64% of the company's equity[62]. - The major shareholders include Shenghang International Group Limited, which also holds 65,001,624 shares, accounting for 29.64% of the company's equity[63]. - Other significant shareholders include Opus Sanwei (International) Holdings Limited and Shan Weiwei, each holding 23,755,306 shares, which is about 10.83% of the company's equity[65]. Corporate Governance - The company has complied with the corporate governance code as of June 30, 2023, except for a deviation regarding the separation of roles between the Chairman and the CEO[69]. - The company has established a written guideline for employee securities trading, which meets or exceeds the standards set by the code[70]. - The company is focused on enhancing corporate governance and regularly reviews necessary measures to promote good practices[69]. Market and Strategic Initiatives - The company is focusing on expanding its sales in the sauce liquor market, which saw a production capacity growth of 16.7% year-on-year in 2022, reaching approximately 700,000 kiloliters[11]. - The company is enhancing its product offerings in the home appliance sector by promoting green and smart appliances, with a focus on health and intelligent features[12]. - The company is actively renovating its stores to improve customer experience and integrating various online and offline marketing channels[8]. - The company aims to increase its market share in the mid-to-high-end appliance segment, responding to the growing demand from the new middle-class population[12]. - The company plans to leverage the growth opportunities in the green smart home appliance market, focusing on rural and lower-tier markets to expand market share and brand influence[53]. Cost Management - The group is implementing cost control measures, including reducing discretionary spending and management costs, to enhance financial stability[97]. - The company has settled approximately RMB 60,000,000 in borrowings during the reporting period[140]. Economic Outlook - Future economic policies are expected to support growth in the retail sector, as indicated by the central economic work conference in December 2022[48]. - The liquor industry is projected to reach a sales revenue of CNY 255.6 billion by 2026, with an average annual growth rate of 6.5%[54].

Financial Performance - In 2022, the company's revenue was approximately RMB 262.3 million, a decrease of 12.9% compared to RMB 301.2 million in 2021[5]. - The operating loss for 2022 was approximately RMB 112.9 million, compared to RMB 38.7 million in 2021[5]. - The total loss for 2022 was approximately RMB 137.8 million, compared to RMB 62.2 million in 2021[5]. - Gross profit for 2022 was approximately RMB 38.2 million, an increase of 4.7% from RMB 36.5 million in 2021[26]. - The company reported a basic and diluted loss per share of RMB 0.624 for 2022, compared to RMB 0.294 in 2021[181]. - The company's total equity attributable to owners was negative RMB 488,502,000 in 2022, compared to negative RMB 351,735,000 in 2021, indicating a deterioration in shareholder equity[183]. - The company reported a loss attributable to shareholders of RMB 137.825 million for the year ended December 31, 2022, compared to a loss of RMB 62.179 million in 2021, representing a 121% increase in losses year-over-year[193]. - The company’s total equity decreased to RMB 17.786 million as of December 31, 2022, from RMB 20.987 million in 2021, reflecting a decline in shareholder value[187]. Market Strategy and Expansion - The company plans to enhance its retail strategy by integrating online and offline channels, focusing on customer satisfaction and exploring various marketing methods[8]. - The company is expanding into the liquor market, particularly in the sauce-flavored liquor segment, to improve overall profitability[8]. - The company aims to leverage technology to drive its new consumption strategy[12]. - The company is focusing on the sauce-flavored liquor market, which is expected to capture 30% of the overall liquor market share in the next decade, driven by the rising brand value of Guizhou Xijiu[20]. - The company plans to diversify its product offerings in the home appliance sector, emphasizing green and smart appliances, and introducing high-end products in the kitchen appliance category[22]. - The company plans to strengthen marketing for major appliances in response to favorable real estate policies and consumer demand[53]. - The company aims to enhance shareholder value and returns through strategic acquisitions and business expansion[128]. Economic Environment - The easing of COVID-19 restrictions from January 8, 2023, is expected to gradually reduce the negative impact on consumer markets[9]. - The company anticipates a rebound in consumer spending and economic growth in 2023 due to supportive economic policies[11]. - The overall economic environment remains challenging, with consumer spending and investment growth slowing down in 2022[15]. - The company reported a revenue of approximately RMB 262.3 million for 2022, primarily due to the ongoing impact of the COVID-19 pandemic and a sudden outbreak in Anhui province in 2022[23]. Financial Position and Liabilities - As of December 31, 2022, the group's cash and cash equivalents were approximately RMB 8.4 million, a decrease of 42.5% from RMB 14.6 million as of December 31, 2021[36]. - The group's inventory as of December 31, 2022, was approximately RMB 41.6 million, down 19.2% from RMB 51.5 million as of December 31, 2021[37]. - The group's trade receivables were approximately RMB 4.0 million as of December 31, 2022, a decrease of 41.2% from RMB 6.8 million as of December 31, 2021[40]. - The capital debt ratio as of December 31, 2022, was 297.4%, an increase from 192.0% as of December 31, 2021[42]. - The group's borrowings reached RMB 442.2 million as of December 31, 2022, an increase of 9.0% from RMB 405.7 million as of December 31, 2021[43]. - The company’s total liabilities exceeded total assets by approximately RMB 470.716 million as of December 31, 2022, compared to RMB 332.891 million in 2021, indicating increased financial strain[193]. Governance and Compliance - The board of directors has established three committees: Audit Committee, Remuneration Committee, and Nomination Committee, to oversee specific aspects of the company's affairs[71]. - The Audit Committee held two meetings during the year to review the annual financial performance for 2021 and the interim results for 2022, with all members in attendance[72]. - The company has adopted a board diversity policy, recognizing the benefits of a diverse board as a key factor in maintaining competitive advantage[79]. - The company has implemented a structured process for the appointment and re-election of directors, as outlined in its articles of association[68]. - The company has established a shareholder communication policy to ensure that shareholder opinions and inquiries are properly addressed[102]. - The company has implemented procedures to strictly prohibit unauthorized access and use of insider information[95]. Employee and Management Information - The group had 267 employees as of December 31, 2022, a decrease of 11.6% from 302 employees as of December 31, 2021[49]. - As of December 31, 2022, 56% of the company's 267 employees are female, with one female member on a six-member board[81]. - The company has a diverse board with members holding various degrees and qualifications, including a master's degree in business administration from the University of Leeds[159]. - The management team is committed to maintaining high standards of corporate governance and operational efficiency[159]. Acquisition and Future Plans - The company has entered into a conditional sale agreement to acquire Shengshang Entrepreneurial Services Co., Ltd. for a total consideration of HKD 1,995,000,000, which will involve the issuance of 3,990,000,000 new shares at an issue price of HKD 0.50 per share[127]. - The acquisition represents an increase of approximately 1,819.59% of the company's existing issued share capital as of the date of the acquisition agreement[127]. - The company aims to diversify its revenue sources and improve financial performance through this acquisition[128]. - The financial performance and operational strategies will be closely monitored post-acquisition to ensure alignment with the company's growth objectives[128].

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。 （於開曼群島註冊成立的有限公司） （股份代號：1280） 截 至 二 零 二 二 年 十 二 月 三 十 一 日 止 年 度 的 年 度 業 績 公 告 摘要 1. 二零二二年的收入約為人民幣262.3百萬元，較二零二一年約人民幣301.2百 萬元減少12.9%。主要因為二零一九冠狀病毒病疫情持續，對安徽主要經營 區域封城，揚州地區管控嚴格，以及調整收入結構，提升收入質量，減少收 益不高的收入項所致。 2. 二零二二年的毛利率為14.6%，二零二一年則為12.1%。 ...

Financial Performance - For the six months ended June 30, 2022, the company's revenue was approximately RMB 128.5 million, a decrease of 20.6% compared to RMB 161.8 million for the same period in 2021[14]. - Gross profit for the six months ended June 30, 2022, was approximately RMB 15.7 million, a decrease of 3.1% from RMB 16.2 million in the same period of 2021[17]. - Operating loss for the six months ended June 30, 2022, was approximately RMB 20.6 million, an increase of 25.6% from RMB 16.4 million for the same period in 2021[23]. - Loss before tax for the six months ended June 30, 2022, was approximately RMB 32.5 million, compared to RMB 29.0 million for the same period in 2021[25]. - Net loss for the period was RMB 32,466,000, compared to a net loss of RMB 29,056,000 in the same period last year, representing an increase in losses[87]. - Revenue for the six months ended June 30, 2022, was RMB 128,452,000, a decrease of 20.6% compared to RMB 161,840,000 for the same period in 2021[85]. - Revenue from goods sales was RMB 126,815,000, down from RMB 161,250,000, indicating a decline of 21.3%[173]. - The cost of goods sold for the six months ended June 30, 2022, was RMB 112,586,000, compared to RMB 145,351,000 in 2021, reflecting a decrease of 22.5%[181]. Cost and Expenses - The company's cost of sales for the same period was approximately RMB 112.8 million, down 22.6% from RMB 145.7 million in the previous year, attributed to a reduction in sales scale[16]. - Sales and marketing expenses totaled approximately RMB 19.0 million for the six months ended June 30, 2022, a decrease of 24.9% from RMB 25.3 million for the same period in 2021[20]. - Administrative expenses amounted to approximately RMB 20.8 million for the six months ended June 30, 2022, an increase of 24.6% compared to RMB 16.7 million for the same period in 2021[21]. - Other income for the six months ended June 30, 2022, was approximately RMB 3.1 million, a decrease of 36.7% compared to RMB 4.9 million for the same period in 2021[18]. - Other net income for the six months ended June 30, 2022, was approximately RMB 0.5 million, a decrease of 88.9% compared to RMB 4.5 million for the same period in 2021[19]. - The group’s employee benefits expenses, including directors' remuneration, were RMB 11,678,000, a slight decrease from RMB 12,151,000 in 2021[181]. Market and Strategic Focus - The company is focusing on enhancing marketing strategies and exploring emerging channels to adapt to changing consumer behavior and preferences[8]. - The company aims to establish a data processing empowerment platform to drive digital retail and improve data sharing and marketing effectiveness[11]. - The company plans to diversify its product offerings by promoting green and smart home appliances, responding to the growing demand for high-end products[12]. - The domestic new middle-class population is approximately 180 million, with the number of middle-class families reaching 33.2 million, indicating a significant market opportunity[12]. - The company is enhancing customer experience by renovating stores and integrating multiple channels such as live streaming and social media[9]. - The company is committed to building a smart home ecosystem and increasing the selection of health-oriented smart appliances[12]. - The company is focusing on enhancing sales of major home appliances, particularly in response to the real estate market's influence on new housing demand and appliance upgrades[53]. - The management is exploring new business areas and enhancing the sales of green and mid-to-high-end home appliances to diversify the sales structure[55]. - The company is actively adjusting marketing strategies to leverage policy benefits and stimulate consumer demand in third and fourth-tier cities[54]. - The management team is participating in economic policy forums to stay updated on industry trends and explore high-margin projects[55]. Financial Position and Liquidity - Cash and cash equivalents as of June 30, 2022, were approximately RMB 15.4 million, an increase of 5.5% from RMB 14.6 million as of December 31, 2021[28]. - Inventory as of June 30, 2022, was approximately RMB 56.3 million, an increase of 9.3% from RMB 51.5 million as of December 31, 2021[29]. - The debt-to-equity ratio as of June 30, 2022, was 211.6%, compared to 192.0% as of December 31, 2021[36]. - The company continues to face significant uncertainties regarding its ability to continue as a going concern due to the net loss and current liabilities exceeding current assets by RMB 223,617,000[96]. - The company has received an irrevocable financial support commitment of up to RMB 400 million from its major shareholder, Chongqing Shengshang Information Technology Co., Ltd., to assist in fulfilling its financial obligations over the next 18 months[99]. - The company maintains a liquidity risk management strategy through internal sales proceeds and external funding sources, ensuring sufficient cash for operational needs[118]. - The total assets as of June 30, 2022, amounted to RMB 327,310,000, a decrease from RMB 360,474,000 as of December 31, 2021, representing a decline of approximately 9.2%[80]. - Total liabilities as of June 30, 2022, were RMB 692,667,000, slightly down from RMB 693,365,000 at the end of 2021[82]. - The company's total equity as of June 30, 2022, was RMB 327,310,000, down from RMB 360,474,000 at the end of 2021[82]. - The company's capital structure included an equity deficit of RMB 383,510,000 as of June 30, 2022, compared to a deficit of RMB 351,735,000 as of December 31, 2021[122]. Risks and Challenges - The macroeconomic environment remains challenging, with ongoing impacts from the pandemic and geopolitical tensions affecting market conditions[7]. - The company faces a potential foreign exchange loss of approximately RMB 1,705,000 if the RMB depreciates/appreciates by 5% against the HKD, based on its currency assets and liabilities as of June 30, 2022[110]. - The company has fixed-rate borrowings of RMB 2,000,000 and approximately RMB 411,533,000 in other borrowings as of June 30, 2022, exposing it to fair value interest rate risk[111]. - The company has not hedged its cash flow and fair value interest rate risks, which primarily arise from its borrowings[111]. - The company has limited credit risk associated with its bank balances, as the counterparties are high credit-rated banks, resulting in no provisions for bank balances as of June 30, 2022[114]. - The company continues to implement cost control measures, including reducing discretionary spending and management costs, to ensure sufficient operating funds for the next 12 months[100]. Shareholder Information - The company's legal capital as of June 30, 2022, stands at $12 million, divided into 600 million shares[59]. - Major shareholder Yuan Li holds 65,001,624 shares, representing approximately 29.64% of the company's equity[63]. - The company has no unexercised stock options or any significant transactions involving directors during the reporting period[58][61]. - The group did not declare any interim dividends for the six months ended June 30, 2022, consistent with the previous year[188].

Financial Performance - In 2021, the gross profit margin was 12.1%, compared to 6.6% in 2020[6]. - The operating loss for 2021 was approximately RMB 387 million, down from RMB 635 million in 2020[10]. - The total loss for 2021 was approximately RMB 622 million, compared to RMB 850 million in 2020[11]. - The company's revenue for 2021 was approximately RMB 301.2 million, a decrease of 14.4% compared to RMB 351.7 million in 2020, primarily due to the ongoing impact of the COVID-19 pandemic and a sudden outbreak in Yangzhou[32]. - Gross profit for the year ended December 31, 2021, was approximately RMB 36.5 million, an increase of 56% from RMB 23.4 million in 2020[34]. - Operating loss for the year was approximately RMB 38.7 million, a reduction of 39% from RMB 63.5 million in 2020, attributed to cost control and improved revenue quality[40]. - The company's administrative expenses decreased by 27.2% to approximately RMB 33.5 million from RMB 46.1 million in 2020, reflecting effective cost management[39]. - Cash and cash equivalents as of December 31, 2021, were approximately RMB 14.6 million, a decrease of 60% from RMB 36.5 million in 2020[45]. - The company reported a pre-tax loss of RMB 62,154,000 for 2021, an improvement from a loss of RMB 84,931,000 in 2020, representing a reduction of approximately 26%[196]. - Basic and diluted loss per share was RMB (0.294), an improvement from RMB (0.552) in 2020[190]. Market Outlook - The company anticipates a rebound in consumer spending as the negative impacts of the pandemic gradually diminish in 2022 and beyond[18]. - The company is focusing on rural market expansion by leveraging new government policies aimed at promoting rural consumption and upgrading durable goods[30]. - The company anticipates improved consumer demand for home appliances in 2022, driven by the easing of COVID-19 restrictions and government policies supporting economic stability[60]. - The "dual carbon" national strategy presents significant market development opportunities for the home appliance industry[19]. Strategic Initiatives - The company plans to enhance its data-driven platform construction to improve supply chain efficiency and reduce costs[19]. - The company aims to leverage technological empowerment to drive new consumption strategies[21]. - The company is focusing on integrating online and offline experiences to adapt to the evolving retail landscape influenced by the pandemic[18]. - The company plans to focus on dual upgrades in consumption and products, emphasizing smart, personalized, and high-quality home appliances[61]. - The company is establishing a data processing platform to drive digital retail transformation, capitalizing on the growing internet user base in China, which reached 1.011 billion by June 2021[65]. - The company is focusing on digital retail transformation by establishing a data processing enabling platform to enhance information flow and data sharing, aiming for more accurate category planning and effective marketing analysis[66]. - The company aims to enhance customer experience through a digital-centric approach, integrating online and offline channels for a seamless purchasing experience[66]. - The company is diversifying its product offerings, emphasizing health and smart home appliances, and introducing high-end products in the washing and kitchen appliance categories[31]. Corporate Governance - The company emphasizes the importance of corporate governance and has adhered to the corporate governance code, ensuring transparency and accountability to shareholders[68]. - The board consists of seven members, including three executive directors and three independent non-executive directors, ensuring a balanced governance structure[72]. - The company has implemented a clear division of roles between the chairman and the CEO to enhance operational effectiveness[75]. - The company has established three committees: Audit Committee, Remuneration Committee, and Nomination Committee, to oversee specific aspects of its affairs[81]. - The Audit Committee held two meetings during the year to review the annual financial performance for 2020 and the interim performance for 2021, with all members in attendance[83]. - The Remuneration Committee conducted two meetings to review the remuneration policies and packages for executive directors and senior management[87]. - The Nomination Committee held two meetings to assess the composition and independence of the board, ensuring a balanced diversity perspective[89]. - The company has adopted a board diversity policy, recognizing the importance of diversity at the board level to maintain competitive advantage[90]. - The board has authorized the Nomination Committee to select and appoint directors, ensuring continuity and appropriate leadership at the board level[92]. Risk Management - The board is responsible for the overall risk management and internal control systems, ensuring shareholder interests and asset protection[99]. - The company has implemented procedures to identify, handle, and disclose inside information, ensuring strict access control[100]. - The company encourages shareholder participation in annual meetings to directly address any inquiries to the board or management[104]. - The company has a shareholder communication policy to ensure that shareholder opinions and issues are properly addressed[105]. Shareholder Information - The company does not recommend any final dividend for the year ending December 31, 2021, consistent with 2020[55]. - The group has no reserves available for distribution to shareholders as of December 31, 2021[121]. - The company aims to declare and recommend dividends amounting to no less than 15% of the annual net profit, subject to various conditions[105]. - The company has a significant shareholder, Opus Smart Holdings, with 23,755,306 shares, accounting for 10.83% of the total equity[134]. - As of December 31, 2021, the company has 65,001,624 shares held by Shenghang International, representing a 29.64% ownership stake[132]. Operational Efficiency - The company is committed to optimizing various aspects, including after-sales support and information systems, to enhance operational efficiency[28]. - The company is leveraging new technologies to digitize every aspect of appliance retail, including sales, logistics, and warehousing, to improve turnover efficiency[66]. - The company plans to focus on enhancing operational efficiency and exploring new market opportunities to drive future growth[199].

Financial Performance - For the six months ended June 30, 2021, the company's revenue was approximately RMB 161.8 million, an increase of 36.7% compared to RMB 118.4 million for the same period in 2020[14]. - Gross profit for the six months ended June 30, 2021, was approximately RMB 16.2 million, representing a significant increase of 145.5% from RMB 6.6 million in the prior year[18]. - Other income recorded for the same period was approximately RMB 4.9 million, an increase of 19.5% compared to RMB 4.1 million in the previous year[19]. - Operating loss for the six months ended June 30, 2021, was approximately RMB 16.4 million, a reduction of 67.5% compared to RMB 50.4 million for the same period in 2020[23]. - Loss before tax for the six months ended June 30, 2021, was approximately RMB 29 million, compared to RMB 56.6 million for the same period in 2020[25]. - The company reported a net loss of RMB 29,056 thousand for the six months, an improvement from a net loss of RMB 56,679 thousand in the same period last year[91]. - The company reported a loss attributable to equity holders of RMB 26,122,000 in the first half of 2021, an improvement from a loss of RMB 55,461,000 in the same period of 2020, indicating a reduction of 52.9%[196]. Cost and Expenses - The company's cost of sales for the same period was approximately RMB 145.7 million, up 30.3% from RMB 111.8 million in the previous year, attributed to increased sales volume[17]. - Total sales and marketing expenses for the six months ended June 30, 2021, were approximately RMB 25.3 million, a decrease of 19.7% compared to RMB 31.5 million for the same period in 2020[21]. - Administrative expenses for the six months ended June 30, 2021, totaled approximately RMB 16.7 million, down 45.6% from RMB 30.7 million for the same period in 2020[22]. - Employee benefit expenses decreased to RMB 12,151,000 in the first half of 2021, down from RMB 21,117,000 in the same period of 2020, a reduction of 42.3%[189]. - Net financial costs for the six months ended June 30, 2021, were approximately RMB 12.7 million, an increase of 105% from RMB 6.2 million for the same period in 2020[24]. Market and Product Strategy - The company is leveraging the "1+1>2" synergy effect through its subsidiary Anhui Sihai Huijin Appliance Sales Co., Ltd., enhancing store management and achieving sales targets[9]. - The company is actively utilizing the rural market expansion policy, aiming to increase penetration of home appliances in rural areas, particularly focusing on air conditioners and range hoods[10]. - The company is diversifying its product offerings, emphasizing green and smart home appliances, and introducing high-end products in the washing and refrigeration categories[13]. - The company is responding to the growing demand from approximately 180 million new middle-class consumers and 33.2 million middle-class households in China[13]. - The company plans to enhance product upgrades in household appliances, focusing on health, personalization, and smart technology, driven by trends in consumer demand and technological advancements[52]. Financial Position - Cash and cash equivalents as of June 30, 2021, were approximately RMB 31.2 million, a decrease of 38.7% from RMB 50.9 million as of December 31, 2020[29]. - Total assets decreased to RMB 347,446 thousand as of June 30, 2021, down from RMB 414,664 thousand at the end of 2020[88]. - Total liabilities decreased to RMB 647,217 thousand from RMB 720,131 thousand, indicating improved financial stability[88]. - The company's equity attributable to owners was RMB (317,824) thousand, slightly improved from RMB (326,454) thousand at the end of 2020[88]. - Current liabilities exceeded current assets by approximately RMB 257,416,000 as of June 30, 2021, indicating significant uncertainty regarding the company's ability to continue as a going concern[100]. Share Issuance and Capital Structure - The company issued a total of 36,546,624 ordinary shares to Shenghang International Group Limited, raising approximately HKD 928,984.36, with a net amount of HKD 690,984.36 after expenses[59]. - The company's authorized share capital increased from USD 4 million to USD 12 million, expanding the number of shares from 200 million to 600 million[65]. - The company raised approximately HKD 39.3 million from the issuance of 30,455,520 ordinary shares, with a net amount of approximately HKD 38.9 million after related expenses[62]. - The company issued 36,546,624 new shares at a subscription price of HKD 1.14 per share, raising approximately HKD 41,663,000[147]. - The weighted average number of ordinary shares issued increased to 159,311,000 shares in the first half of 2021, compared to 131,639,000 shares in the same period of 2020, reflecting a growth of 20.9%[196]. Governance and Compliance - The audit committee consists of independent non-executive directors with appropriate professional qualifications[79]. - The company has adhered to the corporate governance code as per the listing rules during the reporting period[77]. - The company has established written guidelines for employee securities trading, which meet or exceed the standards of the code[78]. - The company has no directors with interests in competing businesses as defined by the listing rules during the reporting period[76]. - The company did not recommend any interim dividend for the six months ended June 30, 2021[43].