Financial Performance - Revenue for the six months ended December 31, 2024, was HKD 98,351,000, a significant increase of 106.8% compared to HKD 47,457,000 in the same period of 2023[3] - Gross profit for the same period was HKD 47,809,000, up from HKD 13,297,000, reflecting a gross margin improvement[3] - Operating loss decreased to HKD 56,262,000 from HKD 63,122,000 year-over-year, indicating a reduction in operational inefficiencies[3] - The net loss attributable to the company's owners was HKD 67,748,000, compared to HKD 71,577,000 in the previous year, showing a narrowing of losses[3] - The total operating revenue for the six months ending December 31, 2024, was HKD 98,351,000, compared to HKD 47,475,000 for the same period in 2023, indicating a year-over-year increase of 106%[25] - The company reported a net loss of approximately HKD 67,748,000 for the six months ending December 31, 2024, with total liabilities exceeding total assets by approximately HKD 479,961,000[20] - The company reported a net loss of HKD 74,155,000 for the six months ended December 31, 2024, compared to a net loss of HKD 160,000 in the same period of 2023[37] Cash Flow and Liquidity - Cash and bank balances increased to HKD 46,221,000 from HKD 27,671,000, indicating improved liquidity[9] - The company reported a net cash outflow from operating activities of HKD 26,869,000, an improvement from a net outflow of HKD 15,347,000 in the prior year[17] - The company’s cash and bank balances were approximately HKD 46,221,000, with restricted bank deposits of about HKD 21,769,000 as of December 31, 2024[20] - The company is actively seeking solutions to address default issues and is in discussions with various banks and financial institutions for additional credit lines[21] Assets and Liabilities - Total assets as of December 31, 2024, were HKD 116,747,000, compared to HKD 114,600,000 as of June 30, 2024[9] - The company's total liabilities increased to HKD 570,177,000 from HKD 508,019,000, reflecting a rise in financial obligations[9] - The total liabilities increased to HKD 596,708,000 as of December 31, 2024, from HKD 534,908,000 as of June 30, 2024, indicating a rise of 11.5%[32] - The total equity deficit of the group was approximately HKD 487.7 million as of December 31, 2024 (as of June 30, 2024: approximately HKD 420.3 million)[75] - The net current liabilities of the group were approximately HKD 476 million as of December 31, 2024 (as of June 30, 2024: approximately HKD 408 million)[75] - The group's debt ratio (total liabilities divided by total assets) was approximately 519.5% as of December 31, 2024 (as of June 30, 2024: 466.8%)[75] Business Operations and Strategy - The company has not disclosed specific future outlook or guidance in the provided documents[3] - There is no mention of new products, technologies, market expansion, or mergers and acquisitions in the current report[3] - The company plans to continue pursuing equity financing opportunities and measures to accelerate the collection of outstanding receivables[21] - The company is focusing on high-quality development in the lottery industry, transitioning from quantity to quality[53] - The group aims to expand its lottery business in overseas emerging markets, leveraging its technological advantages and service experience[67] - The group plans to continue developing self-operated platform stores to reduce marketing and traffic costs, aiming to create more revenue and profit[65] - The group is integrating innovative technologies such as IoT, big data, and AI into its lottery sales channels to provide comprehensive smart retail solutions[61] Market and Economic Context - The lottery sales in China from July to December 2024 reached RMB 315.008 billion, representing an increase of RMB 9.211 billion or 3.0% compared to the same period in 2023[54] - The sales of sports lottery increased by RMB 10.899 billion, a growth of 5.4%, while welfare lottery sales decreased by RMB 1.688 billion, a decline of 1.6%[54] - The overall economic growth in China for 2024 is projected at 5%, contributing nearly 30% to global economic growth[52] - The Philippines' average economic growth rate reached 5.8% in the first three quarters of 2024, making it one of the fastest-growing economies in Asia[58] Corporate Governance and Compliance - The group has complied with the corporate governance code provisions, except for the non-rotation of the chairman as required[82] - All directors confirmed compliance with the company's code of conduct for securities trading as of December 31, 2024[83] - The board includes executive directors Zhu Xinxin and Di Ling, along with independent non-executive directors Meng Zhijun, Duan Xinxiao, and Wang Anyuan[83] Employment and Human Resources - The group had a total of 185 full-time employees as of December 31, 2024 (as of June 30, 2024: 196 employees)[78]

Lottery Sales Performance - China's lottery ticket sales reached RMB 614.275 billion during the Reporting Period, an increase of RMB 97.787 billion or 18.9% year-on-year[24] - Welfare lottery sales increased by RMB 46.559 billion or 28.5% year-on-year to RMB 209.645 billion[24] - Sports lottery sales grew by RMB 51.228 billion or 14.5% year-on-year to RMB 404.630 billion[24] - Lotto sales increased by 11.7% year-on-year to RMB 182.505 billion[24] - Paper-based Scratch Card (PSC) sales increased by 71.3% year-on-year to RMB 131.587 billion[24] - Single Match Games (SMG) sales increased by 5.5% year-on-year to RMB 258.428 billion[24] - KENO type Lottery (KENO) sales increased by 33.1% to RMB 41.754 billion[24] - China's lottery market achieved total sales of RMB 614.275 billion, a year-on-year increase of 18.9%[26] - Welfare lottery sales reached RMB 209.645 billion, up 28.5% year-on-year, while sports lottery sales reached RMB 404.63 billion, up 14.5% year-on-year[26] - Instant lottery sales surged by 71.3% to RMB 131.587 billion, accounting for 21.42% of total lottery sales[26] - Guangdong Welfare Lottery sales served by the company reached RMB 20.64 billion, ranking first in provincial welfare lottery markets[34] - Chongqing Welfare Lottery sales served by the company increased by 35% year-on-year to RMB 4.97 billion[34] - The company secured bids for sports lottery terminal projects in multiple provinces, including Guizhou, Inner Mongolia, and Shaanxi[34] - The company won the sixth consecutive bid for the Guangdong Welfare Lottery sales management system maintenance and development project in May 2024[34] Overseas Lottery Business Expansion - The company is actively exploring and cultivating business models in emerging markets such as the Philippines and Ghana[37] - The Group's lottery business sales in Ghana achieved an average monthly growth rate of 27.4% during the fiscal year[39] - The Group has deployed over 12,000 lottery POS units in Ghana and expanded sales to mobile clients[39] - The Group leverages the Philippines' demographic benefits to launch low-bet, high-reward lottery products[38] - The Group plans to expand its overseas lottery business and provide new lottery products and services to emerging markets[63] - The Group is exploring overseas markets for lottery business development in the Philippines and Ghana, with expected income generation by early 2025[87] Tourism and Ecotourism Performance - Domestic tourism revenue in 2023 recovered to 85.59% of 2019 levels, with domestic tourist numbers reaching 80.25% of 2019 levels[27] - In the first half of 2024, domestic tourists reached 2.725 billion, a year-on-year increase of 14.3%, with total spending of RMB 2.73 trillion, up 19% year-on-year[28] - Wangwu Shan Scenic Area saw a 13.2% increase in tourist numbers and a 34.6% increase in tourism revenue compared to 2019[48] - Wangwu Mountain and Wulongkou Scenic Area saw a 5.5% increase in tourist visits and a 6.8% increase in tourism revenue compared to the same period last year[54] - Wangwu Shan and Wulongkou Scenic Areas were selected as provincial civilized tourism demonstration units in Henan Province[48] Natural and Health Food Business - The Group's new bar-packed wheat protein powder production line has a daily capacity of over 500 boxes, with over 3,000 boxes in stock[52] - Yongzhentang Honey sold over 900 boxes of new gift box products during the Mid-Autumn Festival launch period[53] - Natural Forest Food Co., Ltd. sold over 500 boxes of new strip-packaged wheat protein powder during the launch period, with a daily stable production capacity of over 500 boxes per production line and a stock of over 3,000 boxes[54] - Yongzhentang Honey launched two new gift box products, selling over 900 boxes during the Mid-Autumn Festival[54] - NFFL developed a grading system for group leaders, corresponding to different agent prices and reward policies to encourage sales expansion[56] - NFFL opened a WeChat video account flagship store, settled on the "Aikucun" platform, and officially opened a "Taobao Factory" store[56] Financial Performance and Debt - The Group recorded a turnover of approximately HK$67.30 million for the year ended 30 June 2024, a decrease of 67.6% compared to the previous period[65] - The Group's loss attributable to owners amounted to approximately HK$272 million for the year ended 30 June 2024[65] - The Group had outstanding bank and other borrowings of approximately HK$7.70 million as of 30 June 2024[66] - The Group's bank borrowings and facilities were secured by owned properties and leasehold land with a carrying amount of approximately HK$2.2 million[66] - The total deficit of the Group amounted to approximately HK$420.3 million at 30 June 2024, compared to HK$137.6 million at 30 June 2023[71] - Net current liabilities of the Group were approximately HK$408.0 million at 30 June 2024, down from HK$445.8 million at 30 June 2023[71] - Cash and deposits with banks and financial institutions decreased to HK$48.10 million at 30 June 2024 from HK$103.7 million at 30 June 2023[71] - The gearing ratio of the Group increased significantly to 466.8% at 30 June 2024 from 127.3% at 30 June 2023[72] - The outstanding principal of New Option 1 Bonds increased from HK$113.6 million to HK$154.2 million as of 7 May 2022[69] - The Company defaulted on the New Option 1 Bonds, with outstanding principal and accrued interest totaling HK$154,162,000 and HK$5,440,376.98 respectively as of 7 November 2023[70] - The Group employed 196 full-time employees at 30 June 2024, down from 209 at 30 June 2023[80] - The Group's owned property and related leasehold land with a carrying amount of HK$318,376,000 was pledged to secure bank borrowings at 30 June 2023, but no such pledges existed at 30 June 2024[77] - The Group's property in China with a carrying value of HK$2,165,000 was pledged to secure bank borrowings at 30 June 2024, down from HK$4,042,000 at 30 June 2023[78] - The Group had no material contingent liabilities at 30 June 2024, compared to none at 30 June 2023[79] - The Company's independent auditor, McMillan Woods (Hong Kong) CPA Limited, did not express an opinion on the consolidated financial statements due to uncertainties related to the going concern basis[84] - The Company plans to commence debt restructuring by early November 2024 to improve the asset and debt structure[86] - The Group is seeking financing from new investors to alleviate cash flow pressure[86] - The Group aims to convert a large portion of indebtedness into equity to relieve cash flow burden[84] - The Group is implementing cost control measures and working capital management to improve operating performance and cash flows[84] - The audit committee supports management's actions to mitigate liquidity pressure and improve financial position[85] - The Company expects to remove the Disclaimer Opinion in next year's audit report if all plans and measures are successfully implemented[88] - The Group is actively seeking financial support from existing shareholders and new investors[84] - The Group is accelerating the collection of outstanding receivables and controlling costs and expenses[87] Legal and Default Issues - The Group's subsidiary DGTY won a lawsuit for RMB54.84 million in unpaid terminal usage fees[47] - The consideration for the disposal of the property is HK$309,800,000, with net sales proceeds of approximately HK$291,567,000 after deducting estimated expenses of HK$18,233,000[173][177][182] - The property's net book value as of 31 December 2022 is approximately HK$324,000,000[178] - The property was used as the company's head office until September 2021 and has been vacant since then, with no net profit attributable to it for the two financial years preceding the disposal[179] - The disposal is considered a very substantial disposal under Rule 14.06(4) of the Listing Rules, with the highest applicable percentage ratio exceeding 75%[185] - The provisional agreement for the property disposal was terminated due to the purchaser's failure to pay the deposit of HK$30,980,000[186] - The company has initiated legal action (HCA 1378/2023) to claim the unpaid deposit of HK$30,980,000 from the purchaser[187] - Goldwide Limited, an indirect wholly-owned subsidiary, received a notice in October 2023 regarding a default on a loan facility with an outstanding principal amount of HK$162 million[189] - The loan facility is secured by a property owned by Goldwide, with a fair value of HK$230 million as of 30 June 2024[189] - The sale transaction was terminated due to the buyer's failure to pay the deposit of HKD 30,980,000, and the company has initiated legal action to protect its interests[190] - The company's subsidiary, Yewei, has a loan default with an outstanding principal of HKD 162 million, secured by a property valued at HKD 230 million[191] - The company and its subsidiary, Goldwide, were ordered by the court to repay all outstanding amounts, including interest and costs, and to deliver vacant possession of the property[193][196] - The default on the Facility triggered a cross-default under a short-term loan agreement, with an outstanding principal of approximately HKD 71,285,000 as of 30 June 2024[194] - The company failed to make the principal and final interest payments on HKD 154,162,000 7.0% convertible bonds due on 10 November 2023, triggering an event of default[195][197] - The company is working with advisors to review its financial position and formulate a debt restructuring plan due to multiple defaults[199] - Creditors have not granted any waivers for the defaults and are demanding immediate repayment of outstanding amounts under the Facility, Short-term Loan, and Bonds[200] Corporate Governance and Leadership - Mr. Di, aged 60, joined the Group in July 2021 and is responsible for the business expansion and operation management of the Group's ecotourism in China[95] - Ms. Zhu, aged 45, was promoted to a director of the Company in November 2023 and holds a Master's degree in Development Finance from the University of Manchester[96][97] - Dr. Meng, aged 55, joined the Group in July 2021 and holds a doctorate degree in Laws from the Central University of Finance and Economics[99][101] - Mr. Duan, aged 43, joined the Group in January 2024 and is responsible for the group's strategic planning and decision-making[100][102] - Mr. Wang, aged 53, joined the Group in October 2024 and holds a Bachelor's degree in maritime and communication accounting from Shanghai Maritime University[103] - The Group's principal businesses include (i) provision of technology and operation services for lottery systems, terminal equipment, and gaming products in China's lottery market, (ii) research, development, production, and sales of natural and health food, and (iii) project development and operation of ecotourism[110] - The Group's revenue and segment information for the year ended 30 June 2024 are detailed in Notes 5 and 6 of the consolidated financial statements[111] - The Group's financial condition and business prospects may be affected by various risks and uncertainties, as outlined in the "Management Discussion and Analysis," "Corporate Governance Report," and "Independent Auditor's Report"[113] - The Group maintains good relationships with employees, customers, and suppliers to support long-term business development and sustainability[116] - The Group emphasizes employee development through continuous learning and training programs, and its emolument policy is based on merit, qualifications, and competence[117] - The Group values customer feedback and ensures the quality of services and products from suppliers to meet immediate and long-term business goals[118] - The Board is responsible for developing and monitoring the Company's environmental, social, and governance (ESG) objectives, ensuring compliance with legal and regulatory requirements[120] - The Group's five largest customers accounted for approximately 50% of its revenue during the Reporting Period, with the largest customer contributing about 13% of the Group's revenue[130] - The Group's five largest suppliers accounted for approximately 55% of its purchases during the Reporting Period, with the largest supplier contributing about 17% of the Group's purchases[130] - No interim dividend was paid during the Reporting Period, and the Board does not recommend the payment of a final dividend for the year ended 30 June 2024[125][126] - The Group's distributable reserves to shareholders as of 30 June 2024 were Nil, consistent with the previous year[135] - The Group's share option scheme was adjusted to 15,442,210 shares of HK$0.50 each following a share consolidation[141] - The Group's operations comply with relevant laws and regulations in Hong Kong, Bermuda, and Mainland China, with no material breaches reported[123][128] - The Group's environmental, social, and governance (ESG) performance and compliance with relevant laws are detailed in the "Environmental, Social and Governance Report" within the annual report[122][127] - The Group's borrowings and financial results for the year ended 30 June 2024 are detailed in the consolidated financial statements[125][132] - The Group did not engage in any purchase, sale, or redemption of its listed securities during the year ended 30 June 2024[140] - The Group's property, plant, and equipment movements during the Reporting Period are detailed in Note 16 of the consolidated financial statements[132] - No outstanding share options as of June 30, 2024, and no share options were granted, exercised, cancelled, or lapsed since the adoption of the Option Scheme[145][150] - The Option Scheme allows for the issuance of shares up to 30% of the total issued shares at any time[148] - No single participant can be granted options exceeding 1% of the issued shares in any 12-month period without shareholder approval[149] - The Option Scheme is valid for 10 years starting from August 2, 2022, and no further options will be granted after this period[156] - The subscription price for shares under the Option Scheme is determined by the Board and must be at least the highest of the closing price on the grant date, the average closing price for the preceding five business days, or the nominal value of the shares[155] - Mr. QIU Peiyuan holds 1,955,500 shares, representing 1.27% of the company's issued share capital[161] - Ms. ZHU Xinxin holds 292,500 shares, representing 0.19% of the company's issued share capital[161] - Ms. LAU Ting holds 55,032,782 shares, representing 35.64% of the company's issued share capital[165] - Mr. CAO Junsheng holds 12,525,000 shares, representing 8.11% of the company's issued share capital[165] - China Carbon Neutral Development Group Limited holds 10,000,000 shares, representing 6.48% of the company's issued share capital[165] - The company's issued share capital as of 30 June 2024 is 154,422,109 shares[159][165] - Smart Best International Corporation, wholly owned by Mr. QIU Peiyuan, holds 1,000,000 shares[161] - Hang Sing Overseas Limited, wholly owned by Ms. LAU Ting, holds 375,264 shares[165] - Strong Purpose Corporation, wholly owned by Ms. LAU Ting and Mr. Chan Shing, holds 688,677 shares[165] - Glory Add Limited, wholly owned by Favor King Limited, holds 2,562,462 shares[165] Property Disposal and Legal Actions - The consideration for the disposal of the property is HK$309,800,000, with net sales proceeds of approximately HK$291,567,000 after deducting estimated expenses of HK$18,233,000[173][177][182] - The property's net book value as of 31 December 2022 is approximately HK$324,000,000[178] - The property was used as the company's head office until September 2021 and has been vacant since then, with no net profit attributable to it for the two financial years preceding the disposal[179] - The disposal is considered a very substantial disposal under Rule 14.06(4) of the Listing Rules, with the highest applicable percentage ratio exceeding 75%[185] - The provisional agreement for the property disposal was terminated due to the purchaser's failure to pay the deposit of HK$30,980,000[186] - The company has initiated legal action (HCA 1378/2023) to claim the unpaid deposit of HK$30,980,000 from the purchaser[187] - Goldwide Limited, an indirect wholly-owned subsidiary, received a notice in October 2023 regarding a default on a loan facility with an outstanding principal amount of HK$162 million[189] - The loan facility is secured by a property owned by Goldwide, with a fair value of HK$230 million as of 30 June 2024[189] - The sale transaction was terminated due to the buyer's failure to pay the deposit of HKD 30,980,000, and the company has initiated legal action to protect its interests[190] - The company's subsidiary, Yewei, has a loan default with an outstanding principal of HKD 162 million, secured by a property valued at HKD 230 million[191] - The company and its subsidiary, Goldwide, were ordered by the court to repay all outstanding amounts, including interest and costs, and to deliver vacant possession of the property[193][196] - The default on the Facility triggered a cross-default under a short-term loan agreement, with an outstanding principal of approximately HKD 71,285,000 as of 30 June 2024[194] - The company failed to make the principal and final interest payments

Financial Performance - For the fiscal year ending June 30, 2024, the company reported a revenue of HKD 67,319,000, a decrease of 67.6% compared to HKD 207,797,000 for the eighteen months ending June 30, 2023[2]. - The gross profit for the fiscal year was HKD 27,436,000, down 56.0% from HKD 62,302,000 in the previous period[2]. - The company incurred a total comprehensive loss of HKD 282,721,000 for the fiscal year, compared to HKD 237,815,000 for the eighteen months ending June 30, 2023, representing an increase of 18.8%[3]. - The net loss attributable to the owners of the company was HKD 271,967,000, compared to HKD 219,030,000 in the previous period, reflecting a 24.1% increase in losses[2]. - The group reported a net loss of approximately HKD 274,610,000 for the year ending June 30, 2024, with total liabilities amounting to approximately HKD 534,908,000[8]. - The group reported a total loss before tax of HKD 280,856,000 for the year ended June 30, 2024, compared to a loss of HKD 219,379,000 for the eighteen months ended June 30, 2023[18]. - The group incurred a net impairment loss on financial assets of HKD 4,155,000 for the year ended June 30, 2024[15]. - The company reported a loss per share of HKD 1.82 for the year ended June 30, 2024, based on a weighted average of 154,422,000 shares[23]. - The company reported a loss attributable to shareholders of approximately HKD 272 million for the fiscal year ending June 30, 2024, compared to a loss of HKD 219 million for the previous eighteen-month period[41]. Assets and Liabilities - Total assets decreased significantly to HKD 114,600,000 from HKD 504,611,000, indicating a reduction of 77.3%[4]. - The company's cash and bank balances dropped to HKD 27,671,000 from HKD 84,207,000, a decline of 67.2%[4]. - Total liabilities decreased from HKD 642,198,000 as of June 30, 2023, to HKD 534,908,000 as of June 30, 2024[16]. - Current liabilities exceeded current assets by approximately HKD 407,963,000, and total liabilities exceeded total assets by approximately HKD 420,308,000 as of June 30, 2024[50]. - As of June 30, 2024, the company's total liabilities to total assets ratio was approximately 466.8%, a significant increase from 127.3% as of June 30, 2023[43]. - The company had outstanding bank and other borrowings of approximately HKD 7.7 million as of June 30, 2024, a decrease from HKD 24.19 billion as of June 30, 2023[42]. - The total accounts payable as of June 30, 2024, was HKD 2,485,000, a significant decrease from HKD 15,626,000 in the previous year[25]. - As of June 30, 2024, accounts receivable from trade amounted to HKD 16,761,000, an increase from HKD 15,257,000 in the previous year, while the loss provision increased to HKD 17,685,000 from HKD 16,181,000[24]. Business Operations - The company continues to engage in the development and operation of ecological tourism projects, alongside its lottery system and health food businesses[6]. - The group is involved in three reportable segments: lottery systems and related products, natural and health foods, and ecotourism[14]. - Revenue from customer contracts for the lottery system, terminal equipment, and related products was HKD 62,147,000, while total revenue for the period was HKD 67,319,000[15]. - The overall performance of the lottery business and the ecological tourism and natural health food sectors in China remained stable during the review period from mid-2023 to mid-2024[28]. - The company plans to further develop its overseas lottery business, providing new lottery products and services to emerging markets[40]. - The company aims to integrate resources to promote innovation in China's ecotourism and natural health food sectors, creating new growth points for business[40]. Market Trends - The Chinese lottery market saw total sales of RMB 614.275 billion from early 2023 to mid-2024, representing an 18.9% increase year-on-year[29]. - Domestic tourism in China rebounded strongly in 2023, with the number of domestic trips reaching 2.725 billion in the first half of 2024, a 14.3% increase year-on-year[31]. - The total tourism expenditure in China for the first half of 2024 was RMB 2.73 trillion, reflecting a 19% year-on-year growth[31]. - The Chinese ecological tourism market is expected to enter a new phase of prosperous development in 2024, focusing on enhancing product quality and service[30]. - The company anticipates that the domestic tourism and leisure market will continue to thrive, driven by new consumer trends and policies aimed at improving service quality and product diversity[30]. Corporate Governance - The financial statements were prepared in accordance with Hong Kong Financial Reporting Standards, ensuring compliance with applicable disclosure requirements[7]. - The group has adopted new and revised Hong Kong Financial Reporting Standards, which did not have a significant impact on the financial statements[11]. - The board of directors has decided not to declare a final dividend for the year ending June 30, 2024, consistent with the previous period[27]. - The company has complied with the corporate governance code, except for certain deviations regarding the rotation of the chairman[51]. - The audit committee consists of two independent non-executive directors following the resignation of a member on July 19, 2024[54]. - The financial statements have been reviewed by the auditors but no opinion was expressed due to the inability to obtain sufficient audit evidence[55]. - The board will continue to review the corporate governance structure and make appropriate arrangements as necessary[51]. Challenges and Future Outlook - The company is facing significant uncertainty regarding its ability to continue as a going concern due to various financial challenges[50]. - Plans and measures have been developed by the board to improve liquidity and financial conditions, but their effectiveness is uncertain[50]. - The company is actively seeking solutions to address defaults, including restructuring plans and negotiations with banks for additional credit facilities[9]. - The company has not appointed a CEO since January 14, 2022, and is currently seeking a suitable candidate[52]. - The company employed 196 full-time employees as of June 30, 2024, down from 209 employees as of June 30, 2023[47]. - The company has no significant contingent liabilities as of June 30, 2024, consistent with the previous year[46]. - The company plans to maintain a cautious optimism regarding future business development despite facing multiple challenges in the Chinese economy[40].

Financial Performance - Revenue for the six months ended December 31, 2023, was HK$47,457,000, a decrease of 8.5% compared to HK$51,576,000 for the same period in 2022[2]. - Gross profit for the period was HK$13,297,000, down 55.4% from HK$29,808,000 in the previous year[2]. - Operating loss narrowed to HK$23,049,000 from HK$64,058,000 year-on-year, indicating improved operational efficiency[2]. - Loss before income tax decreased to HK$80,655,000 from HK$87,938,000, reflecting a reduction in overall losses[2]. - Loss attributable to owners of the Company was HK$71,577,000, compared to HK$85,939,000 in the prior period, showing a 16.7% improvement[3]. - The Company reported a total comprehensive expense of HK$80,210,000 for the period, compared to HK$90,328,000 in the previous year, indicating a reduction in overall losses[5]. - The total comprehensive expenses for the six months ended December 31, 2023, amounted to HK$86,700,000, which includes a loss of HK$71,577,000 for the period[12]. - The Group incurred a net loss of approximately HK$71,577,000 for the six months ended 31 December 2023[23]. Assets and Liabilities - Total assets as of December 31, 2023, were HK$341,646,000, down from HK$504,611,000 as of June 30, 2023[7]. - Non-current assets decreased significantly from HK$350,310,000 to HK$24,765,000, primarily due to the deconsolidation of a subsidiary[7]. - Current liabilities decreased from HK$600,126,000 to HK$530,298,000, indicating a reduction in short-term financial obligations[8]. - As of December 31, 2023, the company's net liabilities increased to HK$224,287,000 from HK$137,587,000 as of June 30, 2023, reflecting a deterioration in financial position[10]. - The accumulated losses rose to HK$2,294,075,000 as of December 31, 2023, compared to HK$2,224,196,000 at the end of June 2023, indicating ongoing financial challenges[12]. - The Group's current liabilities exceeded its current assets by approximately HK$213,417,000, resulting in net liabilities of approximately HK$224,287,000[23]. - The Group's total liabilities as of December 31, 2023, were significantly impacting its financial stability, as indicated by the high gearing ratio[169]. Cash Flow and Liquidity - Cash and bank balances were HK$60,133,000, down from HK$84,207,000, reflecting a tighter liquidity position[7]. - Operating cash flows before changes in working capital were negative at HK$25,606,000 for the six months ended December 31, 2023, compared to negative HK$29,552,000 for the same period in 2022[15]. - The net cash used in operating activities decreased to HK$15,347,000 for the six months ended December 31, 2023, from HK$43,691,000 in the previous year, showing improved cash management[15]. - The company experienced a net decrease in cash and cash equivalents of HK$24,074,000 during the reporting period, compared to a decrease of HK$48,856,000 in the previous year[15]. - The Group's cash and deposits with banks decreased from HK$103.7 million as of June 30, 2023, to HK$80.6 million as of December 31, 2023[168]. Operational Efficiency - Staff costs (excluding share options expenses) decreased to HK$25,577,000 for the six months ended December 31, 2023, down from HK$39,735,000 for the same period in 2022, a reduction of 35.5%[65]. - The management emphasizes employee competence as a key factor for sustained growth and profitability, with performance-based remuneration and training programs in place[172]. Business Segments and Revenue Sources - Revenue from lottery systems, terminal equipment, and related products was HK$43,715,000, accounting for 92.5% of total revenue[45]. - Sales of natural and health food increased to HK$2,351,000, up 73.1% from HK$1,359,000 in the previous period[41]. - The ecotourism segment generated revenue of HK$1,391,000, a decrease of 7.9% from HK$1,510,000 in the prior period[45]. - The group reported a total segment loss of HK$8,277,000 for the six months ended December 31, 2023, compared to a loss of HK$8,354,000 for the same period in 2022[45]. Future Outlook and Strategies - The management is seeking solutions to address defaults and is working with Acclime Corporate Advisory to formulate a restructuring plan[28]. - The Group aims to control administrative costs and maintain capital expenditure containment[28]. - The Group plans to continue seeking equity financing opportunities to improve liquidity[28]. - The Group aims to maintain its leading position in the lottery industry and expand its overseas lottery business in 2024[150]. - The Group plans to integrate resources to promote innovative development in China's ecotourism and natural health food businesses[151]. Share Capital and Ownership - The total number of issued and fully paid ordinary shares as of December 31, 2023, was 154,422,109 shares, unchanged from June 30, 2023, following the share consolidation[89]. - Ms. Lau Ting holds 55,032,782 shares, representing approximately 35.64% of the company's issued share capital[186]. - Mr. Qiu Peiyuan beneficially owns 1,955,500 shares, accounting for about 1.27% of the issued share capital[184]. - The company has no outstanding share options as of December 31, 2023, and no share options were granted, exercised, canceled, or lapsed during the six months ended December 31, 2023[190]. Property Transactions - The company entered into a provisional agreement to sell a property for HK$309,800,000 on June 5, 2023[194]. - The property has not generated any net profit for the two financial years preceding the disposal as it was held for own use[196]. - The Directors believe the disposal provides a good opportunity to realise the property's value and will reduce the Group's indebtedness and future interest expenses[199].

Financial Performance - The company's revenue for the six months ended December 31, 2023, was HKD 47,457,000, a decrease of 7.5% compared to HKD 51,576,000 for the same period in 2022[4] - Gross profit for the same period was HKD 13,297,000, down 55.3% from HKD 29,808,000 year-on-year[4] - Operating loss for the six months was HKD 23,049,000, significantly improved from a loss of HKD 64,058,000 in the previous year[4] - The net loss attributable to the company's owners was HKD 71,577,000, compared to HKD 85,939,000 in the prior period, indicating a reduction in losses by 16.7%[5] - The total comprehensive loss for the period was HKD 80,210,000, a decrease from HKD 90,328,000 in the same period last year[7] - The total operating revenue for the six months ended December 31, 2023, was HKD 47,457,000, a decrease from HKD 51,576,000 in the same period of 2022[28] - The group reported a pre-tax loss of HKD (80,655,000) for the six months ended December 31, 2023, compared to a pre-tax loss of HKD (87,938,000) for the same period in 2022[29] - The group incurred a total cost of sales of HKD 34,160,000 for the six months ended December 31, 2023, compared to HKD 21,768,000 for the same period in 2022, indicating an increase of approximately 56.8%[40] Assets and Liabilities - The company's total assets as of December 31, 2023, were HKD 341,646,000, down from HKD 504,611,000 as of June 30, 2023[9] - Current liabilities amounted to HKD 530,298,000, compared to HKD 600,126,000 in the previous audited period[10] - The company experienced a net loss of approximately HKD 71,577,000 for the six months ended December 31, 2023, with current liabilities exceeding current assets by approximately HKD 213,417,000[22] - The total liabilities of the group as of December 31, 2023, were HKD 565,933,000, down from HKD 642,198,000 as of June 30, 2023[34] - As of December 31, 2023, the group's net current liabilities were approximately HKD 213.4 million, down from HKD 445.8 million as of June 30, 2023[86] - The debt ratio (total liabilities divided by total assets) was approximately 165.7% as of December 31, 2023, compared to 127.3% as of June 30, 2023[90] Cash Flow - For the six months ended December 31, 2023, the company reported a net cash outflow from operating activities of HKD 15,347,000, an improvement from HKD 43,691,000 for the same period in 2022[18] - The total cash and cash equivalents at the end of the period were HKD 60,133,000, compared to HKD 53,029,000 at the end of June 2022[18] - The company's cash and bank balances decreased to HKD 60,133,000 from HKD 84,207,000[9] Shareholder Information - The company reported a basic and diluted loss per share of HKD 0.46, an improvement from HKD 1.18 in the previous year[5] - The company reported a basic and diluted loss per share of HKD 0.025, calculated based on a weighted average of 154,422,109 shares issued during the period[54] - The company did not declare an interim dividend for the six months ended December 31, 2023, consistent with the previous year[64] Business Operations - The company has not disclosed any new product developments or market expansion strategies during this reporting period[4] - The company is actively seeking solutions to address default issues and is in discussions with banks for additional credit facilities[23] - The company has terminated the consolidation of a subsidiary due to default events, impacting its financial reporting[21] - The company is implementing cost control measures to manage administrative expenses and conserve capital expenditures[27] - The company plans to continue seeking equity financing opportunities and measures to accelerate the collection of outstanding receivables[27] Market Performance - Sales of lottery terminals and related equipment increased to HKD 29,700,000 from HKD 24,820,000 year-over-year[28] - Revenue from the sale of natural and health foods rose to HKD 2,351,000, up from HKD 1,359,000 in the previous period[28] - The segment revenue from the lottery system was HKD 43,715,000, while the segment loss was HKD (5,740,000) for the six months ended December 31, 2023[29] - The group is actively exploring emerging markets in Southeast Asia and Africa, with a focus on mobile lottery products in the Philippines and Ghana[74] - In Ghana, the lottery project has seen a monthly sales growth rate exceeding 50% since its launch in early 2023, with nearly 10,000 terminals deployed and an active terminal ratio of about 70%[74] - The group plans to invest over 2,000 additional terminal devices in Ghana in the first quarter of 2024 to expand market share[74] Economic Outlook - The World Bank forecasts global economic growth to slow from 2.6% in 2023 to 2.4% in 2024, with China's growth expected to decelerate to 4.5%[82] - The group remains cautiously optimistic about its future business development despite challenges in the Chinese economy[82] - The group aims to expand its overseas lottery business and continue innovating in ecological tourism and natural health food sectors[83] Corporate Governance - The board of directors underwent changes on October 13, 2023, with the appointment of a new chairman and the resignation of an independent non-executive director[100] - The company appointed a new executive director on November 8, 2023, and subsequently appointed an independent non-executive director on January 12, 2024, ensuring compliance with listing rules[101] - The audit committee is now composed of three independent non-executive directors, and the interim results for the six months ending December 31, 2023, have been reviewed by the audit committee[104] - The company has adhered to the corporate governance code, with exceptions regarding the rotation of the chairman and the absence of a CEO since January 14, 2022[105] - All directors confirmed compliance with the company's code of conduct for securities trading for the six months ending December 31, 2023[106]

Contents 目錄 Contents 目錄 | Corporate Information | 2 | | --- | --- | | 公司資料 | | | Financial Summary | 4 | | 財務概要 | | | Management Discussion and Analysis | 5 | | 管理層討論及分析 | | | Biographies of Directors and Senior Management | 18 | | 董事及高級管理人員之簡歷 | | | Report of the Directors | 22 | | 董事局報告 | | | Corporate Governance Report | 50 | | 企業管治報告 | | | Environmental, Social and Governance Report | 62 | | 環境、社會及管治報告 | | | Independent Auditor's Report | 77 | | 獨立核數師報告 | | | Consolidated Statement of Profit or Loss | 8 ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責，對其準確性 或完整性亦不發表任何聲明，並明確表示概不就因本公告全部或任何部分內容而產生或因依賴 該等內容而引致之任何損失承擔任何責任。 China Ecotourism Group Limited 中國生態旅遊集團有限公司 （於百慕達註冊成立之有限公司） （股份代號：1371） 截至二零二三年六月三十日止十八個月期度之 業績公告 及 建議修訂本公司的公司細則及 採納經修訂及重述的公司細則 財務業績 中國生態旅遊集團有限公司（「本公司」）董事局（「董事局」或「董事」）謹此提 呈本公司及其附屬公司（統稱「本集團」）截至二零二三年六月三十日止十八個 月期度之經審核綜合業績，連同截至二零二一年十二月三十一日止年度（「二零 二一年」）之經審核比較數字載列如下。 ...

Financial Performance - The company's revenue for the twelve months ended December 31, 2022, was HKD 126,985,000, representing an increase of 1.7% compared to HKD 124,920,000 for the same period in 2021[3]. - Gross profit for the same period was HKD 51,659,000, up from HKD 49,276,000, indicating a growth of 4.8%[3]. - The operating loss decreased to HKD 113,331,000 from HKD 227,861,000, showing an improvement of 50.2% year-over-year[3]. - The net loss attributable to the company's owners for the period was HKD 155,072,000, compared to HKD 258,312,000 in the previous year, reflecting a reduction of 40%[3]. - The comprehensive loss for the period was HKD 163,011,000, compared to HKD 273,477,000 in the previous year, indicating a decrease of 40.5%[4]. - The company reported a net cash flow from operating activities of HKD 26,310,000 for the year ended December 31, 2022, compared to a net cash outflow of HKD 48,021,000 in the previous year[13]. - The company experienced a net loss of approximately HKD 154,579,000 for the year, raising concerns about its ability to continue as a going concern due to current liabilities exceeding current assets by HKD 382,949,000[16]. - The company reported a loss of HKD 15,838,000 across its business segments, with the ecological tourism segment showing a significant loss of HKD 11,590,000[22]. - The company reported a net loss before tax of HKD (285,382,000) for the year ended December 31, 2022[24]. Assets and Liabilities - Total assets as of December 31, 2022, were HKD 519,020,000, down from HKD 573,206,000 in 2021, a decrease of 9.5%[6]. - The company's cash and bank balances decreased to HKD 88,456,000 from HKD 101,049,000, a decline of 12.5%[6]. - The total liabilities increased to HKD 537,118,000 from HKD 430,442,000, representing an increase of 24.8%[7]. - The group's total outstanding bank and other borrowings were approximately HKD 162 million as of December 31, 2022, down from HKD 197 million in 2021[83]. - The group's debt ratio (total liabilities divided by total assets) was approximately 112.1% as of December 31, 2022, compared to 82.5% in 2021[87]. - As of December 31, 2022, the group's net current liabilities amounted to approximately HKD 382.9 million, an increase from HKD 238.4 million in 2021[83]. Share Capital and Financing - The company's issued and paid-up ordinary shares increased from 1,600,000,000 shares (HKD 40,000,000) on January 1, 2021, to 5,000,000,000 shares (HKD 125,000,000) by December 31, 2022, representing a 212.5% increase[44]. - The company raised approximately HKD 199.40 million from the rights issue, with HKD 145.62 million utilized by the end of the reporting period[104]. - The company plans to use the raised funds for repaying part of the new convertible bonds and existing bank loans, as well as for general operational funding[104]. - The company executed a share consolidation, merging every 20 existing shares into 1 consolidated share, effective January 20, 2023[106]. - The company has no unexercised share options as of December 31, 2022[101]. Business Operations and Strategy - The company plans to continue measures to accelerate the collection of receivables and control administrative costs to improve cash flow[17]. - The company plans to strengthen its existing lottery business while actively expanding into ecological tourism and natural health food sectors[54]. - The company is developing a comprehensive smart retail solution that integrates innovative technologies such as IoT and big data for lottery sales management[65]. - The company signed a management contract with Jiyuan Cultural Tourism Investment Group to manage the Wangwushan and Wulongkou scenic areas from June 1, 2022, to December 31, 2025, generating management fees and ticket revenue[69]. - The company plans to invest in a sightseeing cable car at Wangwushan and additional sightseeing vehicles to meet increasing visitor demand, enhancing the scenic area's capacity and revenue[69]. - The company is optimistic about 2023, anticipating economic recovery in China and increased consumer spending, which will benefit both the lottery and ecological tourism markets[80]. Market and Economic Conditions - The management highlighted that the Chinese economy faced significant external and internal challenges in 2022, but the shift in COVID-19 policy in early 2023 is expected to positively impact future business development[54]. - The lottery market in China has shown signs of recovery since 2021 after a significant decline due to policy adjustments and the pandemic[56]. - In 2022, total lottery sales in China reached RMB 424.65 billion, an increase of RMB 51.37 billion or 13.8% year-on-year[57]. - Welfare lottery sales amounted to RMB 148.13 billion, up RMB 5.88 billion or 4.1% year-on-year, while sports lottery sales reached RMB 276.52 billion, increasing by RMB 45.49 billion or 19.7% year-on-year[57]. Governance and Compliance - The company has maintained compliance with the corporate governance code, except for the chairman not rotating as required, which the board believes is crucial for stable leadership[111]. - The audit committee consists of three independent non-executive directors who reviewed the unaudited interim results for the 12 months ending December 31, 2022[113]. - All directors confirmed compliance with the company's securities trading code for the 12 months ending December 31, 2022[114]. - The company has not appointed a new CEO following the resignation of the previous CEO in early 2022, and the board is actively seeking a suitable candidate[111].

Financial Performance - Revenue for the six months ended June 30, 2022, was HKD 51,576,000, an increase of 26.4% compared to HKD 40,818,000 for the same period in 2021[2]. - Gross profit for the same period was HKD 29,808,000, up 49.9% from HKD 19,880,000 in 2021[2]. - Operating loss increased to HKD 64,058,000 from HKD 56,382,000 year-on-year, reflecting a 13.0% increase in losses[2]. - Loss attributable to owners of the company was HKD 85,939,000, compared to HKD 68,538,000 in the previous year, representing a 25.5% increase[2]. - Total comprehensive loss for the period was HKD 90,328,000, compared to HKD 79,236,000 in 2021, indicating a 14.0% increase[3]. - The group reported a net loss of approximately HKD 87,415,000 for the six months ended June 30, 2022, with current liabilities exceeding current assets by about HKD 168,946,000[15]. - Operating loss for the six months ended June 30, 2022, was HKD 22,832,000, compared to a loss of HKD 4,060,000 in the same period of 2021, reflecting a significant increase in losses[32]. - Other income decreased significantly to HKD 241,000 for the six months ended June 30, 2022, down from HKD 17,369,000 in the same period of 2021, indicating a decline of 99%[31]. Cash Flow and Assets - Cash and cash equivalents decreased to HKD 53,029,000 from HKD 101,049,000 at the end of 2021, a decline of 47.5%[5]. - The company reported a net cash outflow from operating activities of HKD 43,691,000, compared to HKD 51,732,000 in the previous year[12]. - Total assets as of June 30, 2022, amounted to HKD 553,999,000, a decrease from HKD 573,206,000 as of December 31, 2021[26]. - The company’s total assets decreased to HKD 553,999,000 from HKD 573,206,000, a reduction of 3.3%[5]. - The group’s cash and bank balances were HKD 53,029,000 as of June 30, 2022, raising concerns about its ability to meet liabilities unless sufficient cash flow is generated[15]. - As of June 30, 2022, the company's net current liabilities were approximately HKD 168.9 million, a decrease from HKD 238.4 million as of December 31, 2021[75]. - The company's debt ratio was approximately 98.2% as of June 30, 2022, compared to 82.5% as of December 31, 2021[78]. Liabilities and Financial Obligations - Total liabilities increased to HKD 543,971,000 as of June 30, 2022, compared to HKD 472,978,000 as of December 31, 2021, representing a growth of 15%[27]. - The liability portion of the convertible bonds increased to HKD 155,773,000 as of June 30, 2022, from HKD 127,062,000 as of December 31, 2021, reflecting a growth of 22%[40]. - The group has engaged in discussions with banks to extend the repayment of outstanding loans totaling HKD 197,000,000, using properties in Hong Kong as collateral[16]. - The group has successfully extended the maturity date of convertible bonds from November 7, 2022, to November 7, 2023[16]. Revenue Sources - Revenue from the sale of lottery terminals and related equipment was HKD 24,820,000, up from HKD 19,206,000, representing a growth of 29.5%[20]. - Revenue from the People's Republic of China reached HKD 50,796,000 for the six months ended June 30, 2022, up from HKD 40,818,000 in the same period of 2021, indicating a growth of 24%[29]. - Total revenue for the six months ended June 30, 2022, was HKD 51,576,000, an increase of 26.5% compared to HKD 40,818,000 for the same period in 2021[20]. Employee and Operational Changes - The total number of full-time employees increased to 219 as of June 30, 2022, up from 184 in the previous year, indicating a focus on enhancing workforce quality[85]. - The company’s employee costs (excluding share-based payment expenses) decreased to HKD 39,735,000 for the six months ended June 30, 2022, from HKD 43,088,000 in the same period of 2021, showing a reduction of approximately 8%[33]. - The company is in the process of appointing a new CEO following the resignation of the previous one on January 14, 2022[108]. Strategic Initiatives and Future Plans - The company aims to diversify its business strategy by consolidating its existing lottery operations while expanding into eco-tourism and natural health food sectors[49]. - The company plans to focus on expanding its live-streaming sales channels and collaborating with Multi-Channel Network (MCN) organizations to enhance sales performance in the second half of 2022[71]. - The company aims to integrate resources and leverage market opportunities arising from the easing of domestic pandemic measures and government support for ecological tourism and natural health food businesses[72]. - The group is actively preparing for the launch of handheld terminal lottery and mobile lottery projects in the Philippines, with plans to provide over 10,000 handheld terminals nationwide[58]. - The group has developed a comprehensive smart retail solution that integrates innovative technologies such as IoT, big data, and AI for lottery sales operations and management[59]. Market Trends and External Factors - The Chinese lottery market saw a total sales increase to RMB 182.063 billion in the first half of 2022, a year-on-year growth of 2.0%[50]. - The sales of welfare lottery increased by RMB 7.160 billion, representing a growth of 10.6%, while sports lottery sales decreased by RMB 3.534 billion, a decline of 3.2%[50]. - The domestic tourism market in China showed signs of recovery, with total domestic tourism revenue reaching RMB 2.29 trillion in 2021, a year-on-year increase of 31%[52]. - The government has implemented supportive policies to boost the tourism industry, which is expected to accelerate recovery in 2022[54]. Legal and Compliance Matters - The group is pursuing legal action to recover RMB 54.8357 million in usage fees from Zhongcai Online Company for the continued use of terminal equipment after the contract expiration[62]. Shareholder and Capital Management - Major shareholder Liu Ting held 1,100,655,686 shares, representing 35.64% of the issued share capital as of June 30, 2022[92]. - The company completed a rights issue on June 10, 2021, raising approximately HKD 220.75 million by issuing 2,058,961,466 shares at HKD 0.10 each[96]. - The company raised approximately HKD 199.4 million from the placement and rights issue, net of related expenses[99]. - The company has allocated HKD 50 million for offsetting, which is fully utilized[99]. - The company has a cash flow demand due to debt repayment obligations, making fundraising critical for improving financial conditions[99].

年報 目錄 | 公司資料 | 2 | | --- | --- | | 財務概要 | 3 | | 管理層討論及分析 | 4 | | 董事及高級管理人員之簡歷 | 14 | | 董事局報告 | 17 | | 企業管治報告 | 35 | | 獨立核數師報告 | 44 | | 綜合損益表 | 50 | | 綜合全面收入表 | 51 | | 綜合財務狀況表 | 52 | | 綜合權益變動表 | 54 | | 綜合現金流量表 | 56 | | 綜合財務報表附註 | 57 | 公司資料 董事 執行董事 陳丹娜女士 （主席） 吳京偉先生 邸靈先生 仇沛沅先生 獨立非執行董事 黃勝藍先生 陳明輝先生 孟志軍博士 審核委員會 黃勝藍先生 陳明輝先生 孟志軍博士 薪酬委員會 陳丹娜女士 黃勝藍先生 陳明輝先生 提名委員會 陳丹娜女士 黃勝藍先生 陳明輝先生 公司秘書 蕭永仁先生 授權代表 陳丹娜女士 蕭永仁先生 核數師 國富浩華（香港）會計師事務所有限公司 香港執業會計師 註冊辦事處 Victoria Place, 5th Floor 31 Victoria Street Hamilton HM 10, Bermuda 總辦事處及 ...