Company Overview - Puhua International Group Holdings Limited was established in 2011 in the Cayman Islands and is listed on the Hong Kong Stock Exchange under stock code 1355 [2] - The company primarily engages in accommodation operations and provides accommodation consulting and property facility management services [2] - The group operates five rental accommodation projects located in Shenzhen, Baoan, Huizhou, Chengdu, and Wuhan, with revenue mainly derived from rental accommodations and conference facilities [2] Financial Performance - As of December 31, 2024, Puhua International reported total revenue of 37.675 million yuan, a year-on-year decrease of 39.87% [1] - The net profit attributable to the parent company was -19.558 million yuan, showing a year-on-year increase of 44.68% [1] - The company's asset-liability ratio stands at 240.37% [1] Market Performance - As of June 13, the Hang Seng Index fell by 0.59%, closing at 23,892.56 points [1] - Puhua International's stock closed at 0.104 HKD per share, with a significant increase of 20.93% and a trading volume of 680,000 shares [1] - Over the past month, the stock has seen a cumulative increase of 3.61%, but it has declined by 39.03% year-to-date, underperforming the Hang Seng Index by 19.82% [1] Valuation Metrics - The average price-to-earnings (P/E) ratio for the tourism and leisure facilities industry is 42.7 times, with a median of -0.7 times [1] - Puhua International's P/E ratio is -4.05 times, ranking 92nd in the industry [1] - Comparatively, other companies in the industry have P/E ratios of 0.4 times (Yizhan Green Technology), 0.7 times (LET GROUP), 1.09 times (Okura Holdings), 1.13 times (Dida Chuxing), and 1.34 times (Luqing Entertainment) [1]

Core Viewpoint - The financial performance of the company, 朸浚国际, has shown significant declines in revenue and net profit for the fiscal year 2024, indicating potential challenges ahead for the business. Financial Performance - The company reported total revenue of HKD 43.008 million for the fiscal year 2024, a year-on-year decrease of 37.43% [3] - The net profit attributable to shareholders was a loss of HKD 21.12 million, an improvement from a loss of HKD 38.178 million in the previous year [3] - The net cash flow from operating activities was HKD 24.268 million, down 30.98% year-on-year [27] Valuation Metrics - As of April 30, the company's price-to-book ratio (TTM) was approximately -1.9 times, and the price-to-sales ratio (TTM) was about 1.98 times [1][3] Business Segments - The company operates primarily in the economic hotel sector through two segments: hotel operations and hotel consulting services [13] Cash Flow and Financing - The net cash flow from financing activities was -HKD 11.978 million, an increase of HKD 22.966 million year-on-year [27] - The net cash flow from investing activities was -HKD 0.25 million, compared to -HKD 0.644 million in the previous year [27] Asset and Liability Changes - As of the end of 2024, cash and cash equivalents increased by 525.88%, contributing to a rise in total assets [34] - Lease liabilities decreased by 16.79%, while short-term borrowings increased by 4% [37] - The current ratio and quick ratio were both reported at 0.24 [41]

Economic Environment and Market Conditions - The hotel business was adversely affected by global economic instability and geopolitical conflicts, particularly in the PRC, leading to a cautious consumer spending environment[13] - The economic slowdown in sectors like property development has added uncertainties to the PRC's economic development[13] - The overall market sentiment in the PRC hotel industry has declined significantly, impacting consumer spending and occupancy rates[24] - The Group's performance remains steady despite the challenging market conditions[13] Business Strategy and Development - The Group maintained a proactive approach to enhance core competitiveness and adjusted business strategies to manage challenges in the tourism industry[13] - The Group diversified its business into the healthcare and beauty segment, achieving positive initial results[13] - The Group plans to further develop its healthcare and beauty business, focusing on bioregenerative, collagen, and anti-aging skincare products[16] - The Group aims to collaborate with key players in the healthcare and beauty industry for business diversification[16] - The Group is exploring ways to broaden and stabilize its revenue base, particularly through accommodation consultation services, which are more resilient to pandemic impacts[47] Accommodation Operations - The Group currently operates five leased-and-operated accommodation projects[20] - The accommodation operation revenue for the year was approximately HK$35,821,000, representing a decrease of approximately 38.50% compared to the previous financial year due to reduced occupancy rates and contract expirations[24] - The occupancy rate for the accommodation business decreased to 50.82% from 74.38% in the previous year, representing a decline of approximately 23.56%[63] - The average room rate (ARR) decreased from RMB 312.2 to RMB 253.5, a reduction of approximately 18.75%[63] - The Group is implementing flexible sales and marketing plans, including cooperation agreements with new tourism intermediaries and updating existing sales strategies to improve performance[26] - The Group continues to adopt operational improvement schemes, such as enhancing accommodation facilities and implementing staff performance programs to boost revenue[26] Financial Performance - The revenue for the Year was approximately HK$3,785,000, representing a decrease of approximately 59.79% compared to the last financial year[47] - The Group's total comprehensive loss for the Year was approximately HK$37,596,000, a decrease of approximately 39.23% compared to the previous year[57] - The Group's revenue from the accommodation business segment decreased by approximately 41.46% from HK$67,661,000 to HK$39,606,000[57] - Total operating costs decreased by approximately HK$8,347,000 or about 13.16% to approximately HK$55,078,000 for the year ended 31 December 2024 compared to HK$63,425,000 in 2023[68] - Employee benefit expenses decreased by approximately HK$1,779,000 or about 10.04% as a result of effective employee management programs[70] Corporate Governance and Management - The Company has complied with the applicable Corporate Governance Code throughout the Year, with certain specified deviations explained[112] - The Board is responsible for formulating strategies, monitoring performance, and managing risks, supported by three committees: audit, remuneration, and nomination[113] - The Company adopted the Model Code for Securities Transactions, confirming compliance by all Directors and relevant employees throughout the Year[114] - The Board has mechanisms in place to ensure independent views and input are available, which are reviewed annually for effectiveness[137] - The Company ensures that all Directors have the required character, integrity, and expertise to fulfill their roles effectively[140] Diversity and Inclusion - The Company aims to achieve gender parity in its workforce and is actively considering gender diversity during recruitment[160] - The Board has adopted a Board Diversity Policy to enhance diversity in its composition, considering factors such as gender, age, and professional experience[149] - The current Board composition has achieved the objectives of the Board Diversity Policy[173] Environmental and Social Responsibility - The Group emphasizes the importance of environmental protection and respects the legitimate rights of stakeholders, including employees, customers, suppliers, and community members[96] - The Group is committed to corporate social responsibility and will publish specific reports in compliance with the Hong Kong Stock Exchange listing rules[96] Future Outlook - Despite economic challenges, the Group expects the Chengdu Branch to generate sustainable and stable income in the future[31] - The Group plans to raise up to approximately HK$46,300,000 through a rights issue, with approximately HK$24,000,000 allocated for developing the healthcare and beauty business[54] - The Group anticipates that international projects, such as the opening of Legoland theme park in Shenzhen, will increase guest numbers in the Huizhou region, boosting long-term performance[37]

Core Viewpoint - The company, Puhua International (01355), has successfully completed its rights issue with a total of 456,191,452 shares accepted, representing approximately 84.8% of the total shares available for subscription [1][2] Group 1 - The rights issue conditions have been met, and it became unconditional on March 20, 2025 [1] - A total of 9 valid acceptances for 390,651,392 shares were received, accounting for about 72.6% of the total 538,033,708 shares available for subscription [1] - An additional 10 valid acceptances for 65,540,060 shares were received, representing approximately 12.2% of the total shares available for subscription [1] Group 2 - There were 81,842,256 shares that were not subscribed, which is about 15.2% of the total shares available for subscription [1] - Based on the effective acceptances, 147,382,316 shares are available for subscription under the additional application form, equivalent to about 27.4% of the total shares presented [2] - The board decided to accept all valid additional applications for the 65,540,060 shares, ensuring fair distribution without issuing refund checks for the unaccepted additional shares [2]

Financial Performance - The company reported total revenue of HKD 40,684,000 for the year ending December 31, 2024, a decrease of 40% compared to HKD 67,661,000 in 2023[4] - Operating loss for the year was HKD 31,195,000, improved from a loss of HKD 52,882,000 in the previous year[4] - The net loss for the year was HKD 39,760,000, a reduction of 35.7% from HKD 61,768,000 in 2023[4] - Basic and diluted loss per share was HKD 4.46, compared to HKD 8.51 in the previous year[6] - The operating loss before tax for 2024 was HKD 37,075,000, compared to a loss of HKD 58,673,000 in 2023, representing a 37% improvement[4] - The company reported a net loss attributable to shareholders of HKD 21,120,000 for 2024, down from HKD 38,178,000 in 2023, indicating a 45% reduction in losses[43] - The overall loss for the year was approximately HKD 37,596,000, a reduction of about 39.23% from approximately HKD 61,867,000 in the previous fiscal year[79] Assets and Liabilities - Total assets decreased to HKD 75,054,000 from HKD 127,319,000, reflecting a decline of approximately 41%[8] - Current liabilities were HKD 73,272,000, down from HKD 81,407,000, indicating a reduction of about 10%[8] - The company’s non-current liabilities decreased to HKD 107,132,000 from HKD 128,653,000, a reduction of approximately 16.7%[9] - The company has a net current liability of HKD 55,473,000, improved from HKD 72,189,000 in the previous year[8] - Total liabilities decreased from HKD 210,060,000 in 2023 to HKD 180,404,000 in 2024, a reduction of 14%[4] - The total liabilities for accounts payable and other payables decreased from HKD 25,778,000 in 2023 to HKD 13,221,000 in 2024, a reduction of approximately 48.7%[54] Cash Flow and Financial Support - The company reported cash and cash equivalents of HKD 13,857,000, significantly up from HKD 2,214,000 in 2023[8] - The group has received a financial support commitment from its controlling shareholder, ensuring sufficient funds to meet operational needs, with a loan of approximately HKD 28,569,000 due by December 31, 2024, not to be repaid until all other liabilities are settled[17] - The controlling shareholder has agreed to provide a credit facility of HKD 200,000,000, of which approximately HKD 171,431,000 remains undrawn as of December 31, 2024[17] - The group recorded a loss of approximately HKD 39,760,000 for the year ending December 31, 2024[109] - As of December 31, 2024, the group's net current liabilities and net debt were approximately HKD 55,473,000 and HKD 105,350,000, respectively[109] Operational Performance and Strategy - The group is implementing measures to improve operational performance and reduce liquidity risk, including controlling costs and limiting capital expenditures[18] - The group is focused on enhancing cash flow and financial stability before further investments in the accommodation business segment[18] - The company is implementing flexible sales and marketing strategies to improve performance in accommodation projects and stimulate property facility management services[61] - The company is actively pursuing cost control measures and improving operational efficiency to ensure sustainable high-quality development[62] Revenue Breakdown - The hotel business revenue for the year was approximately HKD 35,821,000, a decrease of about 38.50% compared to the previous fiscal year due to a downturn in the Chinese hotel market and reduced occupancy rates[61] - Total revenue from the accommodation business segment was approximately HKD 39,606,000, a decrease of about 41.46% from approximately HKD 67,661,000 in the previous fiscal year[79] - The revenue from accommodation consulting services for the year was approximately HKD 3,780,000, a decrease of about 59.79% compared to the previous fiscal year[73] - The healthcare and beauty segment generated revenue of approximately HKD 1,078,000 this year, compared to zero in the previous year[76] Shareholder Actions and Future Plans - The group plans to raise approximately HKD 46,300,000 through a rights issue to enhance its capital base, which is expected to significantly improve liquidity and financial condition[18] - The company plans to raise up to approximately HKD 46,300,000 through a rights issue, with about HKD 24,000,000 allocated for developing healthcare and beauty business[77] - The company issued 89,670,000 new shares at a price of HKD 0.169 per share, raising approximately HKD 14,987,000 for renovations and general working capital[55] Governance and Compliance - The board of directors did not recommend any dividend for the year, consistent with the previous year[92] - The group has no outstanding capital commitments or significant contingent liabilities as of December 31, 2024[96][97] - The company has complied with all relevant regulations and standards in its operations and financial reporting[100] - The board of directors includes executive and non-executive members, ensuring a diverse governance structure[114] Market Conditions and Future Outlook - The skincare market in China is projected to grow from approximately USD 590.8 billion in 2024 to approximately USD 1,286.1 billion by 2032, with a compound annual growth rate of about 11.75%[74] - The Chengdu store is expected to provide stable income in the future, despite challenges in the competitive market[65] - The Wuhan store has achieved expected results through upgraded management and marketing strategies in response to economic difficulties[67] - The Huizhou store is affected by the expiration of several long-term accommodation contracts, but the company anticipates growth from future developments in the Greater Bay Area[68] - The Nanshan store is innovating by introducing various accommodation models, such as e-sports rooms, to attract consumers and enhance guest satisfaction[70]

[Corporate Information](index=2&type=section&id=Corporate%20Information) [Directors and Committees](index=3&type=section&id=Directors%20and%20Committees) Post-reporting period, the company's board and committee members underwent multiple changes, including resignations and new appointments for executive directors, independent non-executive directors, and company secretary, all effective August 20, 2024 - The company underwent significant personnel changes on **August 20, 2024**, involving resignations and appointments of executive directors, CEO, independent non-executive directors, company secretary, and various committee members[2](index=2&type=chunk)[3](index=3&type=chunk) [Management Discussion and Analysis](index=5&type=section&id=Management%20Discussion%20and%20Analysis) [Business and Financial Overview](index=6&type=section&id=Business%20and%20Financial%20Overview) In H1 2024, despite a 37.4% revenue decline due to a sluggish Chinese hotel market and weak consumption, the company achieved a net profit of **HK$3.211 million** by effectively controlling operating costs and a significant expected credit loss reversal, though core accommodation business metrics like occupancy and RevPAR significantly declined Key Financial Data for H1 2024 | Indicator | H1 2024 (HK$ thousands) | H1 2023 (HK$ thousands) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | **Total Revenue** | 19,104 | 30,524 | -37.41% | | **Profit/(Loss) Attributable to Owners of the Company** | 3,211 | (5,348) | Turned Profitable | | **Total Operating Costs** | 27,385 | 34,744 | -21.18% | - The primary driver for the company's return to profitability was a **HK$11.283 million** reversal of expected credit losses from recovered receivables, not an improvement in core operations[32](index=32&type=chunk)[34](index=34&type=chunk)[110](index=110&type=chunk) Key Operating Metrics for Accommodation Business | Indicator | H1 2024 | H1 2023 | Year-on-Year Change | | :--- | :--- | :--- | :--- | | **Average Occupancy Rate** | 51.81% | 74.74% | -22.93 percentage points | | **Average Room Rate (ARR, RMB)** | 255.1 | 286.4 | -10.9% | | **Revenue Per Available Room (RevPAR, RMB)** | 132.2 | 214.0 | -38.2% | [Business Review](index=6&type=section&id=Business%20Review) The Group primarily engages in accommodation operations, consulting, and property facility management services, facing challenges in H1 2024 due to global economic instability, China's real estate slowdown, and consumption downgrade, prompting strategic adjustments, brand upgrades, and cost controls to stabilize performance amidst a slowing tourism sector and reduced consumer spending - The Group primarily engages in accommodation operations and related services, currently managing **five** leased accommodation projects[6](index=6&type=chunk)[8](index=8&type=chunk) - Facing a macroeconomic environment of slowing Chinese economy and reduced consumer spending, the company is actively responding by adjusting strategies, developing personalized products, and optimizing costs[7](index=7&type=chunk)[8](index=8&type=chunk) [Financial Review](index=12&type=section&id=Financial%20Review) Total revenue for the period was **HK$19.104 million**, a 37.41% year-on-year decrease, primarily due to a weak Chinese hotel market and expiring long-term contracts at the Huizhou branch; despite the revenue decline, profit attributable to owners turned from a **HK$5.348 million** loss to a **HK$3.211 million** profit, driven by a 21.18% reduction in operating costs and a **HK$11.283 million** reversal of financial asset impairment losses - The revenue decline is primarily attributed to the overall sluggish market sentiment in China's hotel industry and the expiration of some long-term customer contracts at the Huizhou branch, leading to lower occupancy rates[32](index=32&type=chunk)[34](index=34&type=chunk) Operating Cost Details (HK$ thousands) | Cost Item | H1 2024 | H1 2023 | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Depreciation of Right-of-Use Assets | 8,277 | 10,303 | -19.66% | | Depreciation of Property, Plant and Equipment | 3,954 | 4,521 | -12.54% | | Employee Benefit Expenses | 8,332 | 10,822 | -23.01% | | Utilities | 1,372 | 1,750 | -21.60% | | Other Operating Expenses | 5,450 | 7,348 | -25.83% | | **Total** | **27,385** | **34,744** | **-21.18%** | - Finance costs decreased from **HK$3.531 million** to **HK$3.060 million**, primarily due to the repayment of certain lease liabilities[40](index=40&type=chunk)[42](index=42&type=chunk) [Segment Operations Review](index=7&type=section&id=Segment%20Operations%20Review) Accommodation operations revenue decreased by 38.90% year-on-year to **HK$17.978 million**; while individual branches implemented flexible marketing and cost control strategies to counter market adversity, overall performance remained impacted by macroeconomic factors, as the Group continues to expand property facility management and accommodation consulting services to optimize its business portfolio and revenue base - Accommodation operations revenue decreased by **38.90%** year-on-year to **HK$17.978 million**, primarily due to lower occupancy rates and the expiration of long-term customer contracts in Huizhou[9](index=9&type=chunk) - Each branch (Chengdu, Wuhan, Huizhou, Nanshan, Bao'an) adopted different strategies based on their market conditions, such as Chengdu's flexible adjustments, Nanshan's introduction of innovative products like e-sports rooms, and Bao'an's maintenance of stability through effective cost control[13](index=13&type=chunk)[17](index=17&type=chunk)[21](index=21&type=chunk)[23](index=23&type=chunk)[26](index=26&type=chunk) - The Group is actively expanding property facility management and accommodation consulting services, with plans to extend services to residential properties to diversify revenue streams[27](index=27&type=chunk)[29](index=29&type=chunk)[30](index=30&type=chunk) [Outlook](index=12&type=section&id=Outlook) The company is actively evaluating business diversification opportunities, focusing on the healthcare and beauty industries in mainland China, and considering financing for these ventures, with no final agreements reached yet - To leverage its business experience and network in China, the company is actively exploring business diversification opportunities, with a particular focus on the healthcare and beauty industries[31](index=31&type=chunk)[33](index=33&type=chunk) - The company is considering fundraising activities to support potential new business opportunities, but currently has no definitive plans[31](index=31&type=chunk)[33](index=33&type=chunk) [Liquidity, Capital, and Risk Management](index=15&type=section&id=Liquidity%2C%20Capital%2C%20and%20Risk%20Management) As of June 30, 2024, the Group faced severe liquidity pressure with net current liabilities of **HK$66.941 million** and net liabilities of **HK$80.299 million**; operations primarily relied on internal working capital and interest-free loans from the controlling shareholder, who committed to continuous financial support to ensure going concern, with no significant changes in capital structure and no dividends declared during the period - As of **June 30, 2024**, the Group recorded net current liabilities of **HK$66.941 million** and net liabilities of **HK$80.299 million**, indicating significant uncertainty regarding its ability to continue as a going concern[46](index=46&type=chunk)[49](index=49&type=chunk) - The Group's working capital primarily originated from internal generation and **HK$28.569 million** in unsecured, interest-free, on-demand loans from the controlling shareholder, who has committed to providing continuous financial support[45](index=45&type=chunk)[49](index=49&type=chunk) - The Group's principal assets, liabilities, income, and expenses are denominated in RMB and HKD, with no significant foreign exchange exposure[47](index=47&type=chunk)[50](index=50&type=chunk) - No interim dividends were declared during the period, and the capital structure showed no significant changes compared to the end of **2023**[51](index=51&type=chunk)[52](index=52&type=chunk) [Report on Review of Condensed Consolidated Financial Statements](index=20&type=section&id=Report%20on%20Review%20of%20Condensed%20Consolidated%20Financial%20Statements) [Auditor's Conclusion and Material Uncertainty](index=21&type=section&id=Auditor%27s%20Conclusion%20and%20Material%20Uncertainty) HLB Hodgson Impey Cheng Limited issued a review conclusion on the interim financial statements, deeming them prepared in all material respects in accordance with HKAS 34; however, the auditor highlighted a 'material uncertainty related to going concern,' noting the Group's net current liabilities of **HK$66.941 million** and net liabilities of **HK$80.299 million** as of June 30, 2024, which may cast significant doubt on its ability to continue as a going concern, though this did not lead to a modified opinion - The auditor found no material aspects of the financial statements to be non-compliant with accounting standards[81](index=81&type=chunk)[83](index=83&type=chunk) - The auditor specifically drew attention to a 'material uncertainty related to going concern'; as of **June 30, 2024**, the Group's net current liabilities were **HK$66.941 million** and net liabilities were **HK$80.299 million**, indicating significant doubt about its ability to continue as a going concern[82](index=82&type=chunk)[84](index=84&type=chunk) [Condensed Consolidated Financial Statements](index=22&type=section&id=Condensed%20Consolidated%20Financial%20Statements) [Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=22&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the six months ended June 30, 2024, the Group recorded revenue of **HK$19.104 million**, a 37.4% year-on-year decrease; however, due to a **HK$11.283 million** reversal of expected credit losses, operating profit turned to **HK$4.287 million**, ultimately achieving a profit for the period of **HK$0.979 million**, with profit attributable to owners of **HK$3.211 million**, successfully returning to profitability Profit or Loss Statement Summary (HK$ thousands) | Item | H1 2024 | H1 2023 | | :--- | :--- | :--- | | Revenue | 19,104 | 30,524 | | Operating Profit/(Loss) | 4,287 | (3,530) | | Profit/(Loss) Before Tax | 1,227 | (7,061) | | Profit/(Loss) for the Period | 979 | (7,818) | | Profit/(Loss) Attributable to Owners of the Company | 3,211 | (5,348) | | Basic Earnings/(Loss) Per Share (HK cents) | 0.72 | (1.19) | [Condensed Consolidated Statement of Financial Position](index=24&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2024, the Group's total assets were **HK$111.296 million** and total liabilities were **HK$191.595 million**, resulting in a capital deficit (net liabilities) of **HK$80.299 million**; current liabilities (**HK$75.304 million**) significantly exceeded current assets (**HK$8.363 million**), forming net current liabilities of **HK$66.941 million**, indicating severe short-term solvency pressure Statement of Financial Position Summary (HK$ thousands) | Item | June 30, 2024 | December 31, 2023 | | :--- | :--- | :--- | | **Total Assets** | 111,296 | 127,319 | | Non-current Assets | 102,933 | 118,101 | | Current Assets | 8,363 | 9,218 | | **Total Liabilities** | 191,595 | 210,060 | | Current Liabilities | 75,304 | 81,407 | | Non-current Liabilities | 116,291 | 128,653 | | **Net Current Liabilities** | (66,941) | (72,189) | | **Net Liabilities (Capital Deficit)** | (80,299) | (82,741) | [Condensed Consolidated Statement of Cash Flows](index=27&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) In H1 2024, the Group generated net cash inflow of **HK$17.721 million** from operating activities, largely consistent with the prior period; however, significant net cash outflow of **HK$19.000 million** from financing activities, primarily for repayment of lease liabilities and non-controlling interests, led to a decrease in cash and cash equivalents from **HK$2.214 million** at the beginning of the period to **HK$1.369 million** at period-end Cash Flow Statement Summary (HK$ thousands) | Item | H1 2024 | H1 2023 | | :--- | :--- | :--- | | Net Cash from Operating Activities | 17,721 | 17,063 | | Net Cash Used in Investing Activities | (93) | (510) | | Net Cash Used in Financing Activities | (19,000) | (16,555) | | **Net Decrease in Cash and Cash Equivalents** | (1,372) | (2) | | **Cash and Cash Equivalents at End of Period** | 1,369 | 1,009 | [Notes to the Condensed Consolidated Financial Statements](index=28&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) [Note 2: Going Concern](index=30&type=section&id=Note%202%3A%20Going%20Concern) Note 2 explicitly states that as of June 30, 2024, the Group had net current liabilities of **HK$66.941 million** and net liabilities of **HK$80.299 million**, which constitute a material uncertainty regarding its ability to continue as a going concern; the financial statements are prepared on a going concern basis, contingent on controlling shareholder Mr. Yuan Fui Yee's commitment to provide continuous financial support, including not demanding repayment of **HK$28.569 million** in shareholder loans and providing a **HK$200 million** credit facility (with **HK$171 million** unused at period-end) - Note 2 emphasizes the Group's net liability position, explicitly stating it constitutes a material uncertainty that may cast significant doubt on its ability to continue as a going concern[93](index=93&type=chunk)[95](index=95&type=chunk) - The company's going concern is contingent on the controlling shareholder's financial support, who has committed not to demand repayment of loans provided and has offered a **HK$200 million** credit facility expiring in **August 2025**[94](index=94&type=chunk)[95](index=95&type=chunk) [Note 6: Impairment Assessment on Financial Assets](index=35&type=section&id=Note%206%3A%20Impairment%20Assessment%20on%20Financial%20Assets) During the period, the Group reversed a total of **HK$11.283 million** in expected credit loss provisions due to the recovery of certain outstanding receivables, which was a key factor in achieving profitability for the period Expected Credit Loss Reversal Details (HK$ thousands) | Item | H1 2024 | H1 2023 | | :--- | :--- | :--- | | Reversal of Other Receivables | 954 | – | | Reversal of Trade Receivables | 10,329 | – | | **Total** | **11,283** | **–** | [Note 17 & 18: Borrowings and Material Related Party Transactions](index=42&type=section&id=Note%2017%20%26%2018%3A%20Borrowings%20and%20Material%20Related%20Party%20Transactions) All of the Group's borrowings (**HK$28.569 million**) are from the controlling shareholder, unsecured, interest-free, and repayable on demand; additionally, the Group has multiple material related party transactions with entities controlled by the controlling shareholder Mr. Yuan Fui Yee, including revenue and lease expenses, further highlighting the Group's high reliance on the controlling shareholder, who also provided a **HK$200 million** credit facility - As of the period-end, the Group's **HK$28.569 million** in borrowings were entirely from the controlling shareholder, under unsecured, interest-free, and on-demand repayment terms[134](index=134&type=chunk)[135](index=135&type=chunk) - The Group had material transactions with related parties controlled by the controlling shareholder, including **HK$1.126 million** in accommodation and consulting service revenue and **HK$0.799 million** in lease expenses[138](index=138&type=chunk) - The controlling shareholder provided the Group with a **HK$200 million** credit facility, of which **HK$171 million** remained available as of **June 30, 2024**, valid until **August 27, 2025**[139](index=139&type=chunk) [Note 20: Events After the Reporting Period](index=45&type=section&id=Note%2020%3A%20Events%20After%20the%20Reporting%20Period) Post-reporting period, on August 19, 2024, the controlling shareholder pledged **269.56 million** shares of the company (approximately 60.12% of total shares) to a third party as collateral for a personal **RMB100 million** loan, potentially posing a risk to the company's control stability - On **August 19, 2024**, the controlling shareholder pledged all **269,564,510** shares of the company (representing **60.12%** of total shares) as collateral for a personal **RMB100 million** loan[141](index=141&type=chunk)[144](index=144&type=chunk)[70](index=70&type=chunk)

Financial Performance - Revenue for the six months ended June 30, 2024, was HK$19,104,000, a decrease of 37.5% compared to HK$30,524,000 in 2023[87]. - The Group recorded revenue of HK$19,104,000 for the period, a decrease of approximately 37.41% compared to HK$30,524,000 in the same period last year[34]. - The Group's accommodation operations revenue for the period was HK$17,978,000, representing a decrease of approximately 38.90% compared to the same period last financial year due to reduced occupancy rates and contract expirations for long-stay customers in Huizhou[11]. - The average occupancy rate decreased to 51.81% from 74.74%, a decline of 22.93%[38][40]. - Average room revenue (ARR) fell to RMB 255.1, down RMB 31.3 or approximately 10.93% from the previous year[40]. - RevPAR decreased to RMB 132.2, a drop of RMB 81.8 or approximately 38.22% compared to the same period last year[40]. - The Group recorded a profit attributable to owners of the Company of HK$3,211,000, a turnaround from a loss of HK$5,348,000 in the corresponding period last year[34]. - Total comprehensive income for the period was HK$2,442,000, compared to a loss of HK$8,053,000 in 2023[87]. - Basic and diluted earnings per share for the period were 0.72 Hong Kong cents, compared to a loss of 1.19 Hong Kong cents in 2023[88]. Operational Challenges - The hotel business experienced a rebound in 2023 due to the reopening of the PRC borders, but faced challenges in the current period due to global economic instability and geopolitical conflicts[9]. - The overall hotel business in China is facing challenges due to economic instability and cautious consumer sentiment, impacting occupancy rates[11]. - The PRC's economy has been significantly impacted by a slowdown in property development, leading to reduced consumer spending and increased caution among consumers[9]. - The Wuhan Branch, with a total GFA of approximately 9,000 sq.m, is focusing on operational upgrades and cost optimization in response to decreased demand for commercial activities and events[19]. - The Group is exploring business diversification opportunities in the healthcare and beauty industry in the PRC[33]. Strategic Initiatives - The Group aims to enhance its core competitiveness and adapt to macro-environmental trends by adjusting business strategies and expanding personalized accommodation products and management services[9]. - The Group is focused on upgrading brands and products, optimizing member benefits, and enhancing customer experience and efficiency[9]. - The strategic objectives include forming a well-structured and distinctive hotel brand matrix to achieve steady performance amidst challenging market conditions[9]. - The Group is implementing flexible sales and marketing plans, including cooperation agreements with new tourism intermediaries and updating existing sales strategies to enhance customer loyalty and service quality[12]. - The Group aims to expand property facilities management services to residential property management to optimize its business portfolio[32]. Cost Management - The Group is committed to controlling costs and reducing expenses to promote sustainable and high-quality development[9]. - The Group is maintaining cost-saving measures and reviewing human resource efficiency to control back office expenses and maximize benefits[13]. - Total operating costs decreased by HK$7,359,000 or approximately 21.18%, from HK$34,744,000 to HK$27,385,000[40]. - Employee benefit expenses decreased by HK$2,490,000 or approximately 23.01% due to effective employee management[41]. - The Baoan Branch maintained stable performance through effective cost control and sales strategies despite adverse conditions[28]. Financial Position - The Group had net current liabilities of HK$66,941,000 and net liabilities of HK$80,299,000 as of June 30, 2024[48]. - The Group's controlling shareholder has agreed to provide continuing financial support to meet liabilities and ensure ongoing operations[48]. - The Group's total assets decreased to HK$111,296,000 from HK$127,319,000 as of December 31, 2023[89]. - The accumulated losses as of June 30, 2024, were HK$ (310,599,000), a decrease from HK$ (313,810,000) at the beginning of the year, indicating a reduction in overall losses[91]. - The total capital deficiency as of June 30, 2024, was HK$ (80,299,000), a slight improvement from HK$ (82,741,000) at the end of 2023, reflecting ongoing efforts to stabilize the financial structure[90]. Employee and Shareholder Information - The Group had 115 employees as of June 30, 2024, an increase from 94 employees as of December 31, 2023[56]. - The total number of issued shares remained unchanged at 448,363,708 shares as of June 30, 2024[53]. - The Directors did not recommend the payment of an interim dividend for the period, consistent with the previous year[54]. - Yuan Fuer holds 269,564,510 shares, representing a 60.12% shareholding in the company[75]. - Chen Hui has an interest in 35,740,071 shares, accounting for 7.97% of the total shares[75]. Compliance and Reporting - The company is required to comply with Hong Kong Accounting Standard 34 for interim financial reporting[80]. - The review of the condensed consolidated financial statements was conducted in accordance with Hong Kong Standard on Review Engagements 2410[81]. - The interim financial statements were approved and authorized for publication by the board on August 30, 2024[148].

[Supplemental Announcement to the 2023 Annual Report: Analysis of Non-Financial Asset Impairment Loss](index=1&type=section&id=Supplemental%20Announcement%20Regarding%20the%20Annual%20Report%20for%20the%20Year%20Ended%20December%2031%2C%202023) [Impairment Loss Overview](index=1&type=section&id=Impairment%20Loss%20Recorded%20in%20FY2023) This announcement details the company's non-financial asset impairment loss of approximately HKD 41.76 million in FY2023, primarily due to underperforming operations at Wuhan and Huizhou branches, affecting right-of-use assets, property, plant, and equipment, and goodwill [Overall Impairment Loss](index=1&type=section&id=Impairment%20Loss%20Recorded%20in%20FY2023) The company recognized a total non-financial asset impairment loss of approximately HKD 41.76 million in FY2023, determined by an independent valuer comparing the carrying amount and recoverable amount of related cash-generating units FY2023 Impairment Loss by Asset Class | Asset Type | Impairment Loss (HKD thousands) | | :--- | :--- | | Right-of-use assets | 33,106 | | Property, plant and equipment | 6,796 | | Goodwill | 1,858 | | **Total** | **41,760** | [By Location and Asset Class](index=1&type=section&id=Impairment%20Loss%20Recorded%20in%20FY2023) Impairment losses primarily concentrated in Wuhan (approximately HKD 36.74 million) and Huizhou (approximately HKD 5.02 million) branches, with Wuhan's impairment mainly affecting right-of-use assets and PPE, while Huizhou's also included full goodwill impairment Impairment Loss by Location | Location | Impairment Loss (HKD thousands) | Assets Involved | | :--- | :--- | :--- | | Wuhan Branch | 36,742 | Right-of-use assets, Property, plant and equipment | | Huizhou Branch | 5,018 | Right-of-use assets, Property, plant and equipment, Goodwill | - The goodwill of Huizhou Branch, approximately **HKD 1.86 million**, was fully impaired this year, stemming from the acquisition of its business in 2018[2](index=2&type=chunk)[3](index=3&type=chunk) [Reasons for Recognizing Impairment Loss](index=2&type=section&id=Reasons%20and%20Circumstances%20for%20Recognizing%20Impairment%20Loss) Despite the 2023 market rebound post-pandemic, Wuhan and Huizhou branches failed to grow revenue due to intense competition and inability to retain long-term customers, with Wuhan's recovery severely impacted by underperforming surrounding commercial developments, triggering impairment assessment - The core reason is that Wuhan and Huizhou branches failed to grow revenue amidst a general market recovery due to intense competition and underperforming surrounding commercial environments[4](index=4&type=chunk) - Specific factors preventing Wuhan Branch from benefiting from market recovery include surrounding commercial projects and business activities not proceeding or completing as planned[4](index=4&type=chunk) [Valuation Methodology and Key Assumptions](index=2&type=section&id=Valuation%20Methodology%20Used) The company engaged independent valuers who used the Discounted Cash Flow (DCF) method to assess asset recoverable amounts, basing valuations on management-approved financial budgets with conservative assumptions including lower 2023 actual room rates and occupancy, and reduced future F&B and long-term contract revenue expectations [Valuation Methodology](index=2&type=section&id=Valuation%20Methodology%20Used) Valuers adopted the industry-standard Discounted Cash Flow (DCF) method to determine the value in use for Wuhan and Huizhou branches (cash-generating units), serving as their recoverable amounts - Recoverable amounts are determined using the Discounted Cash Flow (DCF) method based on their value in use, a common approach for impairment assessments of cash-generating units[5](index=5&type=chunk) [Significant Input Data and Key Assumptions](index=3&type=section&id=Significant%20Input%20Data%2C%20Bases%20and%20Key%20Assumptions) Key valuation assumptions show a significant decrease in expected average room rates for both branches in 2023 compared to 2022, with Huizhou's expected occupancy rate sharply dropping from 77.12% to 20.76%, and the discount rate lowered from 11.66% to 9.93%, reflecting current market assessments and management's conservative forecasting strategy Key Assumptions Comparison (2023 vs 2022 Valuation) | Metric | Location | 2023 Valuation | 2022 Valuation | | :--- | :--- | :--- | :--- | | Expected Average Occupancy Rate | Wuhan Branch | 58.51% | 57.50% | | | Huizhou Branch | 20.76% | 77.12% | | Expected Average Room Rate | Wuhan Branch | RMB 330 | RMB 440 | | | Huizhou Branch | RMB 216 | RMB 321 | | Pre-tax Discount Rate* | Overall | 9.93% | 11.66% | - Management adopted a conservative approach in preparing cash flow forecasts, utilizing lower historical room rates and occupancy from 2023, and assuming no F&B revenue for Wuhan Branch and no new long-term accommodation contract revenue for Huizhou Branch[7](index=7&type=chunk)

Business Performance and Strategy - The Group achieved a resilient performance in its accommodation operation segment, adapting to both online and offline operations through digital empowerment[12]. - In 2023, the Group's business strategies were adjusted to ensure stable operations amidst external uncertainties, reflecting a "steady progress" development approach[13]. - The end of COVID-19 restrictions in Mainland China in the first half of 2023 led to a recovery in the commercial and tourism industries, boosting travel activities[12]. - The Group anticipates a gradual recovery in the travel and accommodation industry in 2024, driven by increased consumer demand for accommodation services[14]. - The optimization of the Chinese economy and supportive macro policies are expected to provide strong backing for the Group's business development[18]. - The Group plans to actively seek various investment and business development opportunities to enhance market competitiveness[18]. - Continuous innovation and improvement of products and service levels are prioritized to meet the growing needs of customers[18]. - The Group aims to diversify income sources and achieve long-term sustainable development[18]. Financial Performance - For the year ended December 31, 2023, the revenue from accommodation operations was HK$58,247,000, representing an increase of approximately 6.57% compared to the previous financial year[25]. - The growth in revenue was primarily driven by the recovery of the tourism market, evidenced by the resumption of cross-province travel frequency returning to pre-pandemic levels[25]. - The Group recorded revenue of HK$67,661,000 for the Year, an increase of approximately 7.40% compared to HK$63,002,000 in the previous financial year[63]. - The Group experienced a total comprehensive loss of HK$61,867,000, representing an increase of approximately 227.30% from HK$18,902,000 in the last financial year[63]. - Total operating costs decreased by HK$12,368,000 or approximately 16.32%, from HK$75,793,000 to HK$63,425,000[71]. - Employee benefit expenses decreased by HK$3,863,000 or approximately 17.90% due to effective employee management[72]. - The Group's bank and cash balances decreased to HK$2,214,000 as of December 31, 2023, down from HK$2,434,000 in the previous year[80][82]. Operational Developments - The Group's accommodation consulting and property facility management services are areas of continued expansion to enhance brand and operational efficiency[13]. - The Group is enhancing its core competitiveness by adjusting business strategies, expanding personalized accommodation products, and accelerating store openings[24]. - The Chengdu Branch recorded exceptional growth due to the resumption of normal cross-border traffic and increasing tourism consumption confidence[34]. - The Wuhan Branch has achieved expected results despite the surrounding area's performance yet to improve, focusing on operational upgrades and cost optimization[36]. - The Group is implementing effective sales and marketing plans, including cooperation agreements with new tourism intermediaries to stimulate performance[28]. - The Group is maintaining cost-saving measures to lower corporate expenses and reviewing performance against financial budgets[29]. Branch Performance - The Huizhou Branch offers opportunities for beach vacations, attracting both domestic and foreign tourists[37]. - The Chengdu store achieved strong growth this year, benefiting from the recovery of local economic activities and tourism consumption confidence[38]. - The Wuhan store, located in a prime area, has improved management and marketing strategies, leading to steady operations despite surrounding commercial activities needing improvement[39]. - The Huizhou store is expected to benefit from the increasing number of visitors due to the government's commitment to the Greater Bay Area development, enhancing its long-term performance[41]. - The Nanshan Branch reported improved operating results with increased revenue over the last financial year, driven by a recovery in domestic tourism and rising demand for commercial activities[44]. - The Baoan Branch's revenue from accommodation increased due to comprehensive renovations and the rebound in the tourism industry[50]. Governance and Management - Mr. Lam Cheung Shing Richard resigned as an executive director and CEO of EverChina Int'l Holdings Company Limited effective November 1, 2023[139]. - The Board comprises six directors, including one executive director and five non-executive directors[141]. - The Board meets regularly to review and approve financial and operational performance, as well as overall strategies and policies[145]. - The Company complied with the Corporate Governance Code throughout the year, with certain deviations explained[131]. - The Company will continue to review its corporate governance status and make necessary changes to comply with the CG Code[150]. - The Board of Directors held regular meetings to review and approve financial and operational performance, as well as overall strategies and policies[151]. Gender Diversity and Employment - As of December 31, 2023, the Group had 31 male employees and 63 female employees, resulting in a male-to-female ratio of approximately 3:7, which is considered satisfactory by the Board[187]. - The Company aims to ensure at least one female member on the Board by December 2024, recognizing the importance of gender diversity[185]. - The roles of the Chairman and Chief Executive Officer are segregated to ensure a clear division of responsibilities and prevent power concentration[168]. - The Board adopted a Board Diversity Policy to achieve diversity through various aspects, including gender, age, and professional experience[177]. - The Company aims to achieve gender parity in senior management and potential successors to the Board over time[192]. - The company continues to prioritize gender diversity in recruitment processes to balance gender proportions at all levels[192].

Financial Performance - For the year ended December 31, 2023, the company reported a total revenue of HKD 67,661,000, an increase of 7.6% compared to HKD 63,002,000 in 2022[4] - The operating loss for the year was HKD 52,882,000, significantly higher than the operating loss of HKD 8,716,000 in the previous year, indicating a deterioration in operational performance[4] - The net loss for the year amounted to HKD 61,768,000, compared to a net loss of HKD 17,647,000 in 2022, reflecting a year-over-year increase in losses of 250.5%[6] - The company incurred a loss per share of HKD 8.51, compared to HKD 1.74 in the previous year, indicating a substantial increase in losses per share[6] - The group recorded a net loss of HKD 61,768,000 for the year ended December 31, 2023[13] - The group reported a total comprehensive loss of HKD 61,867,000, an increase of approximately 227.30% compared to HKD 18,902,000 in the previous fiscal year[70] Assets and Liabilities - The company's total assets decreased to HKD 127,319,000 from HKD 196,168,000 in 2022, representing a decline of 35.1%[8] - Current liabilities decreased to HKD 81,407,000 from HKD 90,764,000 in the previous year, a reduction of 10.5%[8] - The company reported a significant increase in non-current liabilities, which rose to HKD 128,653,000 from HKD 126,278,000, indicating a slight increase of 1.9%[9] - The company's equity attributable to owners decreased to HKD (36,348,000) from HKD 2,178,000 in 2022, reflecting a capital deficit[9] - As of December 31, 2023, the group's net current liabilities and net debt were HKD 72,189,000 and HKD 82,741,000, respectively[13] - The group’s total liabilities decreased from HKD 38,052,000 in 2022 to HKD 25,778,000 in 2023, a reduction of approximately 32.2%[46] Revenue Sources - The group's revenue from accommodation operations and property management services for 2023 was HKD 58,247,000, an increase of 5.8% from HKD 54,654,000 in 2022[28] - Revenue from accommodation consulting services rose to HKD 9,414,000 in 2023, up from HKD 8,348,000 in 2022, reflecting a growth of 12.8%[28] - Total revenue from contracts with customers reached HKD 67,661,000 in 2023, compared to HKD 63,002,000 in 2022, marking an increase of 7.6%[28] Operational Efficiency - Total operating expenses decreased to HKD 12,891,000 in 2023 from HKD 19,692,000 in 2022, a reduction of 34.7%[33] - Financing costs decreased to HKD 5,791,000 in 2023 from HKD 7,387,000 in 2022, reflecting a decline of 21.6%[35] - Employee costs totaled HKD 17,722,000 for the year, down from HKD 21,585,000 in the previous year, reflecting a decrease of approximately 17%[90] - The group had 94 employees as of December 31, 2023, a reduction from 120 employees as of December 31, 2022, indicating a decrease of about 22%[90] Strategic Initiatives - Management is implementing measures to broaden the revenue base, control costs, and limit capital expenditures to improve operational performance and reduce liquidity risk[15] - The company is focused on enhancing core competitiveness by adjusting business strategies, expanding personalized accommodation products, and optimizing member benefits to improve customer experience and operational efficiency[49] - The company has implemented a series of operational improvement measures, including enhancing accommodation project facilities and employee performance plans, to increase revenue and improve overall performance[52] Market Conditions - The growth in revenue was primarily driven by the favorable impact of domestic pandemic control measures and the accelerating recovery of the tourism market, with inter-provincial travel frequency returning to pre-pandemic levels[50] - The Nanshan store has seen a recovery in business performance due to the resurgence of domestic tourism and increased demand for business activities[62] - The Baoan store benefited from recent renovations and the recovery of the tourism industry, leading to increased revenue from accommodation services[63] Financial Support and Commitments - The group has received financial support commitments from its controlling shareholder to cover outstanding borrowings of HKD 27,469,000 until the company can meet all other liabilities[14] - The group has a financial support agreement with a related company to provide sufficient funds to meet upcoming financial obligations, including an unused credit facility of HKD 172,531,000[14] Accounting and Reporting - The group has adopted revised Hong Kong Financial Reporting Standards effective from January 1, 2023, which may impact accounting policies[18] - The group does not expect significant impacts from the newly issued but not yet effective Hong Kong Financial Reporting Standards on the consolidated financial statements in the foreseeable future[23] - The financial data presented does not constitute the consolidated financial statements for the year ending December 31, 2023, but is extracted from those statements[93] Shareholder Information - The company did not declare or propose any dividends to ordinary shareholders for both years[39] - The board does not recommend any dividend payment for the year[80] - The total number of issued shares remained unchanged at 448,363,708 shares as of December 31, 2023[79] - The annual general meeting is scheduled for May 27, 2024, with a suspension of shareholder registration from May 22 to May 27, 2024[98][99]