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) （「本公司」) （二零二五年九月二十九日本公司之董事局會議審議修改並通過） 薪酬委員會 – 職權範圍 1. 組成、成員及出席會議 2. 會議之法定人數 會議所需之法定人數爲兩名成員。 -1- 1.1 薪酬委員會根據本公司細則第124條組成。 1.2 委員會的成員均須為本公司之董事，並由本公司董事會(「董事會」) 委任，委員會的過半數成員須為獨立非執行董事。 1.3 薪酬委員會的主席(「主席」)須為獨立非執行董事，並由董事會從 薪酬委員會成員中委任。若主席缺席任何會議，出席會議之成員須 推選另一位成員為該會議之主席。 1.4 本公司之公司秘書應擔任薪酬委員會秘書(「秘書」)之職務。 1.5 只有薪酬委員會成員方有權出席委員會會議。然而，在適當的情況 下，可邀請本公司董事、人力資源部門人員等其他人士出席會議。 3. 會議之次數 薪酬委員會須每年最少舉行一次會議，及於主席或任何成員要求時召開。 本公司主席可於其合理認為需要時要求召開會議。 4. 會議之通告 5. 議事 ...

Core Insights - The company reported a revenue of approximately HKD 111.9 million for the fiscal year ending June 30, 2025, representing a 66% increase compared to HKD 67.3 million in 2024 [1] - The company recorded a loss attributable to shareholders of approximately HKD 73.1 million for the fiscal year ending June 30, 2025, an improvement from a loss of HKD 272 million in 2024 [1] Financial Summary - As of June 30, 2025, the company's outstanding bank and other borrowings were approximately HKD 140.7 million, up from HKD 7.7 million in 2024 [1] - The company had no outstanding liabilities related to financial guarantees measured at fair value through profit or loss as of June 30, 2025, compared to HKD 84 million in 2024 [1] - The total equity deficit as of June 30, 2025, was approximately HKD 491.4 million, compared to HKD 420.3 million in 2024 [1] - The net current liabilities as of June 30, 2025, were approximately HKD 479.1 million, an increase from HKD 408 million in 2024, with cash and deposits amounting to approximately HKD 78.6 million [1] - The company's debt ratio was approximately 411.9% as of June 30, 2025, down from 466.8% in 2024 [1]

Core Viewpoint - China Ecotourism (01371) reported a significant increase in revenue and a reduction in losses for the fiscal year ending June 30, 2025, indicating a positive trend in its financial performance driven by the growth of the lottery industry [1] Financial Performance - The company achieved a revenue of HKD 112 million, representing a year-on-year increase of 66.22% [1] - The loss attributable to shareholders was HKD 72.36 million, which is a 73.39% decrease compared to the previous year [1] - The loss per share was HKD 0.47 [1] Business Development - The stable development of the company's lottery business is attributed to the healthy growth of the Chinese lottery industry, along with the company's technological advantages and service experience [1] - The company plans to continue focusing on its core lottery business, deepening its efforts in key regions and sectors, and seeking more market opportunities to maintain its industry-leading position [1] - There are intentions to further develop overseas lottery operations, providing innovative lottery products and services to emerging markets [1]

[Financial Performance](index=1&type=section&id=Financial%20Performance) [Consolidated Statement of Profit or Loss](index=2&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss) For the year ended June 30, 2025, the company's revenue significantly increased, but it still recorded a substantial loss, with basic and diluted loss per share narrowing Key Financial Data from Consolidated Statement of Profit or Loss | Indicator | 2025 (HKD Thousands) | 2024 (HKD Thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 111,895 | 67,319 | +66.22% | | Gross Profit | 40,967 | 27,436 | +49.32% | | Operating Loss | (41,142) | (259,484) | -84.15% | | Loss for the Year | (73,087) | (274,610) | -73.40% | | Loss Attributable to Owners of the Company | (72,363) | (271,967) | -73.47% | | Basic and Diluted Loss Per Share (HKD) | (0.47) | (1.76) | -73.29% | [Consolidated Statement of Comprehensive Income](index=3&type=section&id=Consolidated%20Statement%20of%20Comprehensive%20Income) For the year ended June 30, 2025, the company's total comprehensive expenses significantly decreased, primarily due to a narrower loss for the year and improved currency exchange differences Key Data from Consolidated Statement of Comprehensive Income | Indicator | 2025 (HKD Thousands) | 2024 (HKD Thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Loss for the Year | (73,087) | (274,610) | -73.40% | | Gain (Loss) on Revaluation of Owner-Occupied Property | 675 | (625) | +208.00% | | Currency Translation Differences | 1,305 | (7,486) | +117.43% | | Total Other Comprehensive Expenses for the Year | 1,980 | (8,111) | +124.41% | | Total Comprehensive Income/(Expenses) for the Year | (71,107) | (282,721) | -74.84% | | Comprehensive Expenses Attributable to Owners of the Company | (70,375) | (280,081) | -74.87% | [Consolidated Statement of Financial Position](index=4&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2025, the company's total assets and current assets increased, but current liabilities and total liabilities also rose significantly, leading to a further expansion of net liabilities and equity deficiency Key Data from Consolidated Statement of Financial Position | Indicator | 2025 (HKD Thousands) | 2024 (HKD Thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Total Assets | 157,557 | 114,600 | +37.48% | | Current Assets | 142,593 | 100,056 | +42.51% | | Current Liabilities | 621,701 | 508,019 | +22.38% | | Net Current Liabilities | (479,108) | (407,963) | +17.44% | | Net Liabilities | (491,415) | (420,308) | +16.92% | | Equity Deficiency | (491,415) | (420,308) | +16.92% | [Notes](index=6&type=section&id=Notes) [General Information](index=6&type=section&id=General%20Information) The company is incorporated in Bermuda, primarily engaged in technology and operational services for China's public welfare lottery industry, R&D, production, and sales of natural and healthy foods, and eco-tourism project development and operation - The Group is principally engaged in (i) providing technology and operational services for lottery systems, terminal equipment, and game products in China's public welfare lottery industry; (ii) research and development, processing, production, and sales of natural and healthy foods; and (iii) development and operation of eco-tourism projects[8](index=8&type=chunk) [Basis of Preparation](index=6&type=section&id=Basis%20of%20Preparation) The consolidated financial statements are prepared in accordance with Hong Kong Financial Reporting Standards, measured at historical cost, with some assets and liabilities stated at revalued amounts or fair value. Significant uncertainties exist regarding the company's ability to continue as a going concern, and management has formulated multiple measures to address liquidity needs - For the year ended June 30, 2025, the Group incurred a net loss of approximately **HKD 73,087,000**, and as of that date, the Group's current liabilities exceeded its current assets by approximately **HKD 479,108,000**, and net liabilities exceeded total assets by approximately **HKD 491,415,000**, indicating significant uncertainties that may cast substantial doubt on the Group's ability to continue as a going concern[11](index=11&type=chunk) - Management has identified several initiatives to address the Group's liquidity needs, including formulating debt restructuring plans, securing working capital support from new investors, accelerating accounts receivable collection, and controlling administrative costs[12](index=12&type=chunk)[13](index=13&type=chunk) - Revisions to Hong Kong Financial Reporting Standards and Interpretations applied in the current year had no significant impact on the Group's financial position and performance for the current and prior years, and/or the disclosures in these consolidated financial statements[14](index=14&type=chunk) [Revenue](index=9&type=section&id=Revenue) For the year ended June 30, 2025, the Group's revenue significantly increased by **66.22%**, primarily driven by sales of lottery terminals and related equipment, while sales of natural and healthy foods decreased substantially Revenue Analysis | Business Type | 2025 (HKD Thousands) | 2024 (HKD Thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Sales of Lottery Terminals and Related Equipment | 71,550 | 22,715 | +215.00% | | Sales of Natural and Healthy Foods | 30 | 2,464 | -98.78% | | Provision of Technical and Maintenance Services | 37,656 | 39,432 | -4.49% | | Provision of Eco-Tourism Operation and Management Services | 2,659 | 2,708 | -1.79% | | **Total Revenue** | **111,895** | **67,319** | **+66.22%** | [Segment Information](index=9&type=section&id=Segment%20Information) The Group is divided into three reportable segments: lottery systems, natural and healthy foods, and eco-tourism. The lottery systems segment achieved significant revenue and profit growth in 2025, while natural and healthy foods and eco-tourism segments saw relatively stable or declining revenue, though the eco-tourism segment's loss narrowed. Both assets and liabilities of the lottery systems segment increased significantly - The Group's reportable segments include: 1. Lottery systems, terminal equipment, and related products; 2. Natural and healthy foods; 3. Eco-tourism[17](index=17&type=chunk) Segment Revenue and Income/(Loss) | Segment | 2025 Revenue (HKD Thousands) | 2024 Revenue (HKD Thousands) | 2025 Segment Income/(Loss) (HKD Thousands) | 2024 Segment Loss (HKD Thousands) | | :--- | :--- | :--- | :--- | :--- | | Lottery Systems, Terminal Equipment, and Related Products | 109,206 | 62,147 | 13,544 | (14,308) | | Natural and Healthy Foods | 30 | 2,464 | (133) | (81) | | Eco-Tourism | 2,659 | 2,708 | 785 | (9,322) | | **Total** | **111,895** | **67,319** | **14,196** | **(23,711)** | Segment Assets and Liabilities | Segment | 2025 Assets (HKD Thousands) | 2024 Assets (HKD Thousands) | 2025 Liabilities (HKD Thousands) | 2024 Liabilities (HKD Thousands) | | :--- | :--- | :--- | :--- | :--- | | Lottery Systems, Terminal Equipment, and Related Products | 94,102 | 63,308 | 132,219 | 73,277 | | Natural and Healthy Foods | 808 | 911 | 11,833 | 11,152 | | Eco-Tourism | 2,220 | 1,849 | 6,162 | 5,464 | | **Total Segments** | **97,130** | **66,068** | **150,214** | **89,893** | [Operating Loss](index=12&type=section&id=Operating%20Loss) The operating loss for the year significantly narrowed, primarily due to increased recognition of inventory costs within cost of sales and services, and a reduction in impairment losses on non-financial assets Components of Operating Loss | Item | 2025 (HKD Thousands) | 2024 (HKD Thousands) | | :--- | :--- | :--- | | Cost of Sales and Services | 70,928 | 39,883 | | Legal and Professional Fees | 4,039 | 5,307 | | Auditor's Remuneration | 828 | 1,000 | | Depreciation of Property, Plant and Equipment | 853 | 2,076 | | Depreciation of Right-of-Use Assets | 761 | 7,283 | | Inventory Write-off | － | 6,443 | | Impairment of Non-Financial Assets | － | 6,677 | | Research and Development Expenses | 3,149 | 6,169 | [Finance Costs](index=13&type=section&id=Finance%20Costs) Finance costs for the year significantly increased, primarily due to a substantial rise in effective interest expenses on unlisted bonds Components of Finance Costs | Item | 2025 (HKD Thousands) | 2024 (HKD Thousands) | | :--- | :--- | :--- | | Interest Expense on Bank and Other Borrowings | 6,997 | 9,417 | | Interest Expense on Lease Liabilities | 476 | 543 | | Interest Expense on Amounts Due to a Shareholder | 1,313 | 3,669 | | Interest Expense on Amounts Due to Key Management Personnel of the Group | 1,422 | 2,285 | | Other Interest Expenses | 2,832 | － | | Effective Interest Expense on Unlisted Bonds | 18,257 | 5,458 | | **Total Finance Costs** | **31,297** | **21,372** | [Income Tax Expense/(Credit)](index=13&type=section&id=Income%20Tax%20Expense%2F%28Credit%29) Income tax expense was recorded for the current year, compared to an income tax credit last year, primarily due to changes in deferred tax Income Tax Expense/(Credit) | Item | 2025 (HKD Thousands) | 2024 (HKD Thousands) | | :--- | :--- | :--- | | Current Tax - China Corporate Income Tax | 1,170 | 80 | | Deferred Tax - Origination and Reversal of Temporary Differences | (522) | (6,326) | | **Income Tax Expense/(Credit)** | **648** | **(6,246)** | - Hong Kong profits tax rate is **16.5%**, and the Group had no assessable profits in both years, thus no Hong Kong profits tax provision. Chinese subsidiaries are subject to a corporate income tax rate of **25%**, with high-tech enterprises enjoying a preferential tax rate of **15%**[23](index=23&type=chunk) [Loss Per Share](index=14&type=section&id=Loss%20Per%20Share) Basic and diluted loss per share attributable to owners of the company was **HKD 0.47**, a significant narrowing from last year, with basic and diluted losses being identical due to the absence of potentially dilutive ordinary shares Loss Per Share | Indicator | 2025 (HKD) | 2024 (HKD) | | :--- | :--- | :--- | | Basic Loss Per Share | (0.47) | (1.76) | | Diluted Loss Per Share | (0.47) | (1.76) | - Loss per share is calculated by dividing the loss attributable to owners of the company by the weighted average number of ordinary shares outstanding during the reporting period, which was **154,422,109 shares** (2024: **154,422,009 shares**)[25](index=25&type=chunk) - No diluted loss per share is presented for both years as there were no potentially dilutive ordinary shares outstanding[26](index=26&type=chunk) [Trade and Other Receivables](index=14&type=section&id=Trade%20and%20Other%20Receivables) As of June 30, 2025, total trade and other receivables significantly increased, primarily driven by growth in trade receivables, while loss allowance substantially decreased Analysis of Trade and Other Receivables | Item | 2025 (HKD Thousands) | 2024 (HKD Thousands) | | :--- | :--- | :--- | | Lease Receivables | - | 924 | | Trade Receivables – Goods and Services | 19,797 | 16,761 | | Less: Loss Allowance | (3,480) | (12,649) | | **Total Trade and Other Receivables** | **16,317** | **5,036** | Ageing Analysis of Trade and Other Receivables | Ageing | 2025 (HKD Thousands) | 2024 (HKD Thousands) | | :--- | :--- | :--- | | Less than 3 months | 15,167 | 3,176 | | More than 3 months but less than 1 year | 1,150 | 1,860 | | **Total** | **16,317** | **5,036** | [Trade and Other Payables](index=15&type=section&id=Trade%20and%20Other%20Payables) As of June 30, 2025, total trade and other payables significantly increased from last year, primarily concentrated in the less than three months ageing category Ageing Analysis of Trade and Other Payables | Ageing | 2025 (HKD Thousands) | 2024 (HKD Thousands) | | :--- | :--- | :--- | | Less than 3 months | 4,567 | 971 | | More than 3 months but less than 1 year | － | 247 | | More than 1 year | 1,352 | 1,267 | | **Total** | **5,919** | **2,485** | [Share Capital](index=15&type=section&id=Share%20Capital) As of June 30, 2025, the number and amount of the company's authorized ordinary shares and issued and fully paid ordinary shares remained unchanged Share Capital Structure | Item | Number of Shares | HKD Thousands | | :--- | :--- | :--- | | Authorized Ordinary Share Capital (HKD 0.50 par value per share) | 250,000,000 | 125,000 | | Issued and Fully Paid Ordinary Share Capital (HKD 0.50 par value per share) | 154,422,109 | 77,211 | [Dividends](index=15&type=section&id=Dividends) The Board does not propose to declare a final dividend for the year ended June 30, 2025, consistent with the prior year - The Board does not propose to declare a final dividend for the year ended June 30, 2025 (2024: nil)[30](index=30&type=chunk) [Management Discussion and Analysis](index=16&type=section&id=Management%20Discussion%20and%20Analysis) [China Lottery Market](index=16&type=section&id=China%20Lottery%20Market) China's lottery market performed well from H2 2024 to H1 2025, with sales revenue reaching a record high, driven by significant growth in sports betting lottery, and increases in both welfare and sports lotteries - In the first half of 2025, national lottery sales revenue reached approximately **RMB 317.9 billion**, setting a new historical high for the same period[31](index=31&type=chunk) National Lottery Sales from July 2024 to June 2025 | Indicator | Amount (RMB 100 Million) | Year-on-Year Growth (%) | | :--- | :--- | :--- | | Total National Lottery Sales | 6,328.62 | +3.0% | | Welfare Lottery Sales | 2,100.47 | +0.2% | | Sports Lottery Sales | 4,228.15 | +4.5% | | Lotto-type Lottery Sales | 1,781.32 | -2.4% | | Instant Lottery Sales | 1,204.30 | -8.5% | | Sports Betting Lottery Sales | 2,931.45 | +13.4% | | Keno-type Lottery Sales | 411.54 | -1.4% | [China Eco-Tourism Market](index=16&type=section&id=China%20Eco-Tourism%20Market) China's tourism market size is projected to exceed **RMB 7.3 trillion** in 2025, with 6.07 billion tourist trips, characterized by "total growth and structural differentiation." The market faces challenges like rationalized consumption and over-reliance on ticket revenue, necessitating a future focus on high-end customization, technological efficiency, and policy alignment - China's tourism industry market size is projected to exceed **RMB 7.3 trillion** in 2025, with a year-on-year growth of approximately **8.7%**; tourist trips are expected to reach **6.07 billion**, an **8.1%** year-on-year increase[33](index=33&type=chunk) - Consumption characteristics show a slowdown in per capita consumption growth to **5%-6%**, reflecting a trend towards rationalized consumption[33](index=33&type=chunk) - The tourism market will exhibit "total growth and structural differentiation," with growth momentum shifting from "traffic expansion" to "value cultivation," requiring enterprises to focus on high-end customization, cost-effective county markets, technological efficiency (AI+smart tourism), and policy alignment[34](index=34&type=chunk) [Business Review and Outlook](index=17&type=section&id=Business%20Review%20and%20Outlook) The Group continues to develop its lottery business, maintaining an advantage in computer-based lottery and winning multiple provincial projects. Overseas operations launched new game products in the Philippines, and smart retail solutions are developed. Video lottery business faces legal disputes. Eco-tourism projects have been terminated. Natural health food business operates steadily, adjusting product and operational strategies to meet market challenges and seize "diamond era" opportunities [Lottery Business](index=17&type=section&id=Lottery%20Business) The Group maintains steady development in the computer-based lottery business, with its subsidiaries recognized in the industry for lottery terminal equipment and technical systems, consistently winning provincial lottery agency terminal procurement and system software maintenance/development projects - The Group's services for Guangdong Welfare Lottery achieved sales of **RMB 24.16 billion**, a **7.2%** year-on-year increase, securing its position as the top provincial welfare lottery seller[36](index=36&type=chunk) - In the sports lottery sector, the Group successively won terminal procurement projects in Guizhou, Guangxi, Shaanxi, Inner Mongolia, Henan, Sichuan, Guangdong, Shanxi, Zhejiang, and other provinces, also providing terminal maintenance services[36](index=36&type=chunk) - In June 2025, the Group again won the maintenance and development project for the Guangdong Welfare Lottery computer-based lottery sales management system[36](index=36&type=chunk) [Overseas Business](index=18&type=section&id=Overseas%20Business) The Group is deeply rooted in the Philippine market, having completed development of two digital game products; due to the mid-term elections, project launch is adjusted to September 2025, with plans for market promotion via local payment platforms - The Group has completed the development of two digital game products based on popular local games, which have passed testing and verification by designated professional institutions[37](index=37&type=chunk) - Due to the 2025 Philippine government mid-term elections, the project launch date has been adjusted to September 2025[37](index=37&type=chunk) [Smart Retail](index=18&type=section&id=Smart%20Retail) The Group pioneered the new lottery retail concept, having completed a comprehensive smart retail solution that applies innovative technology to the operation, management, and marketing of lottery sales channels - The Group has completed the development of a comprehensive smart retail solution, including various smart terminal products, as well as systems for smart store management, smart payment, smart marketing, and big data services[38](index=38&type=chunk) [Video Lottery](index=18&type=section&id=Video%20Lottery) The Group's subsidiary, Tianyi Company, was the exclusive equipment provider for China Welfare Lottery's video lottery "Zhongfu Online" and is currently pursuing civil litigation against Zhongcai Online Company for continued use of its terminals after contract expiry without compensation - Tianyi Company filed a civil lawsuit with the Beijing High People's Court in 2016, demanding Zhongcai Online Company pay compensation for the continued use of Tianyi Company's terminals after the contract expired[39](index=39&type=chunk) [China Eco-Tourism Business](index=19&type=section&id=China%20Eco-Tourism%20Business) The Group's cooperation with Jiyuan City Culture and Tourism Group on the Wangwushan and Wulongkou scenic area projects terminated on June 30, 2025 - The services provided by the Group to Jiyuan City Culture and Tourism Group terminated on June 30, 2025[40](index=40&type=chunk) [Natural Health Food Business](index=19&type=section&id=Natural%20Health%20Food%20Business) China's "medicine and food homology" industry has exceeded **RMB 265 billion**, with the Group's natural health food business operating steadily, actively exploring customer needs and expanding online/offline sales channels. The market faces challenges like false advertising, lack of standards, and homogeneous competition; future plans include enhancing competitiveness through brand traceability and private domain marketing - In 2024, China's "medicine and food homology" industry market size exceeded **RMB 265 billion**, becoming one of the largest natural health food markets globally[41](index=41&type=chunk) - The Group's natural health food business adopts a dual online and offline approach, promoting sales through e-commerce platforms, mini-programs, and community partnerships[41](index=41&type=chunk) - The market is transitioning from "niche high-end" to "mass health consumption"; the Group will establish health brand labels by combining forest food certification and blockchain traceability technology, and expand cooperation channels such as private communities, distribution leaders, and Xiaohongshu influencers[42](index=42&type=chunk) [Outlook](index=20&type=section&id=Outlook) Global capital is flowing into the Chinese market, demonstrating strong economic resilience, proactive policy efforts, and accelerated growth of new quality productive forces. The lottery industry continues healthy development, and the Group will focus on core lottery businesses, expand overseas markets, and integrate resources to drive eco-tourism and natural health food business development - In the first half of 2025, China's economy withstood external pressures to achieve a **5.3%** GDP growth, with northbound funds seeing a net inflow exceeding **RMB 80 billion**, reflecting international capital's confidence in China's economic transformation and upgrading[43](index=43&type=chunk) - China's lottery industry is transitioning from "quantity pursuit" to "quality enhancement," with national lottery sales revenue in the first half of 2025 reaching a historical high for the same period[44](index=44&type=chunk) - The Group will continue to focus on its core lottery business, deepen its presence in key regions and areas, develop overseas lottery businesses, and integrate resources to promote the development of China's eco-tourism and natural health food businesses[44](index=44&type=chunk) [Annual Results Review](index=21&type=section&id=Annual%20Results%20Review) For the year ended June 30, 2025, the Group's operating revenue was approximately **HKD 111.9 million**, a year-on-year increase of approximately **66%**, and loss attributable to owners of the company was approximately **HKD 73.1 million**, a significant narrowing from last year Annual Performance Overview | Indicator | 2025 (HKD Million) | 2024 (HKD Million) | Change (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 111.9 | 67.3 | +66.27% | | Loss Attributable to Owners of the Company | 73.1 | 272.0 | -73.12% | [Liquidity, Financial Resources, Gearing Ratio and Capital Structure](index=21&type=section&id=Liquidity%2C%20Financial%20Resources%2C%20Gearing%20Ratio%20and%20Capital%20Structure) As of June 30, 2025, the Group's equity deficiency and net current liabilities both increased, with a gearing ratio as high as **411.9%**. The company previously faced a winding-up petition due to convertible bond default, later issuing new bonds through an exchange proposal - As of June 30, 2025, the Group's total equity deficiency was approximately **HKD 491.4 million** (2024: approximately **HKD 420.3 million**)[50](index=50&type=chunk) - The Group's net current liabilities were approximately **HKD 479.1 million** (2024: approximately **HKD 408.0 million**)[50](index=50&type=chunk) - The Group's gearing ratio (total liabilities divided by total assets) was approximately **411.9%** (2024: **466.8%**)[50](index=50&type=chunk) - The New Option 1 Bonds defaulted on November 10, 2023, and the company received a winding-up petition, which was later withdrawn on November 13, 2024. On July 9, 2025, the New Option 1 Bonds were cancelled and written down through an exchange proposal, with new bonds issued for a principal amount of approximately **HKD 195.4 million**[48](index=48&type=chunk)[49](index=49&type=chunk) [Foreign Exchange Risk](index=22&type=section&id=Foreign%20Exchange%20Risk) All of the Group's assets, liabilities, and transactions are denominated in HKD, USD, or RMB, and the Group believes its current operations are minimally affected by foreign exchange risk - All of the Group's assets, liabilities, and transactions are denominated in HKD, USD, or RMB, and the Group believes its current operations are minimally affected by foreign exchange risk[51](index=51&type=chunk) [Contingent Liabilities](index=22&type=section&id=Contingent%20Liabilities) As of June 30, 2025, the Group had no significant contingent liabilities - As of June 30, 2025, the Group had no significant contingent liabilities (2024: nil)[52](index=52&type=chunk) [Employees](index=22&type=section&id=Employees) As of June 30, 2025, the Group employed **204** full-time employees, an increase from last year. The company offers diverse compensation, benefits, and training programs, and has adopted a share option scheme - As of June 30, 2025, the Group employed **204** full-time employees (2024: **196**)[53](index=53&type=chunk) - Employee remuneration is based on performance and experience, with benefits including performance bonuses, provident funds, medical insurance, and social welfare benefits mandated by the Chinese government. The Group has also adopted a share option scheme[53](index=53&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=22&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20the%20Company%27s%20Listed%20Securities) For the year ended June 30, 2025, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities - Save as disclosed in this announcement, for the year ended June 30, 2025, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities[54](index=54&type=chunk) [Other Information](index=22&type=section&id=Other%20Information) [Summary of Independent Auditor's Report](index=22&type=section&id=Summary%20of%20Independent%20Auditor%27s%20Report) The auditor disclaimed an opinion on the Group's consolidated financial statements, primarily due to significant uncertainties regarding the company's ability to continue as a going concern, including continuous losses, liabilities exceeding assets, loan defaults, and winding-up petitions, and an inability to assess the reasonableness of management's cash flow forecasts - The auditor disclaimed an opinion on the Group's consolidated financial statements due to insufficient and inappropriate audit evidence[55](index=55&type=chunk) - Significant uncertainties exist that may cast substantial doubt on the Group's ability to continue as a going concern, including net losses, current liabilities exceeding current assets, total liabilities exceeding total assets, default on secured loans and convertible bonds, and a winding-up petition[56](index=56&type=chunk) - The auditor was unable to assess whether the assumptions used in the Group's cash flow forecasts were appropriate or reasonable to support the use of the going concern basis in preparing these consolidated financial statements[57](index=57&type=chunk) [Audit Committee's View on Disclaimer of Opinion](index=24&type=section&id=Audit%20Committee%27s%20View%20on%20Disclaimer%20of%20Opinion) The Audit Committee reviewed and agreed with management's view on going concern and its action plan, believing the plan will address the auditor's disclaimer of opinion - The Audit Committee reviewed the disclaimer of opinion related to going concern and discussed the Group's financial position and measures taken by the company with the auditor[58](index=58&type=chunk) - The Audit Committee agreed with management's view on going concern and the Group's action plan, believing the action plan will resolve the disclaimer of opinion[58](index=58&type=chunk) [Changes in Directors](index=24&type=section&id=Changes%20in%20Directors) From July 1, 2024, to the announcement date, there were multiple changes in Board members, including resignations, re-designations, and appointments of independent non-executive directors and executive directors, as well as changes in Chairman and CEO positions - Mr. Chen Minghui resigned as an independent non-executive director, Chairman of the Audit and Remuneration Committees, and member of the Nomination Committee on **July 19, 2024**[60](index=60&type=chunk) - Dr. Meng Zhijun was re-designated as Chairman of the Audit Committee, Chairman of the Remuneration Committee, and member of the Nomination Committee, later re-designated as Chairman of the Nomination Committee[60](index=60&type=chunk) - Mr. Di Ling resigned as Chairman of the Board and Chairman of the Nomination Committee on **September 4, 2024**[60](index=60&type=chunk) - Ms. Zhu Xinxin was appointed as Chief Executive Officer and member of the Nomination Committee effective **November 22, 2024**[60](index=60&type=chunk) [Change of Bermuda Share Registrar](index=24&type=section&id=Change%20of%20Bermuda%20Share%20Registrar) Effective **December 31, 2024**, the company's principal share registrar in Bermuda changed to Appleby Global Corporate Services (Bermuda) Limited - Effective **December 31, 2024**, the company's principal share registrar in Bermuda changed to Appleby Global Corporate Services (Bermuda) Limited[59](index=59&type=chunk) [Change of Head Office and Principal Place of Business](index=25&type=section&id=Change%20of%20Head%20Office%20and%20Principal%20Place%20of%20Business) Effective **May 19, 2025**, the company's head office and principal place of business in Hong Kong changed to Unit 1202, 12/F, Landmark South, 39 Yip Kan Street, Wong Chuk Hang, Hong Kong - Effective **May 19, 2025**, the company's head office and principal place of business in Hong Kong changed to Unit 1202, 12/F, Landmark South, 39 Yip Kan Street, Wong Chuk Hang, Hong Kong[61](index=61&type=chunk) [Corporate Governance](index=25&type=section&id=Corporate%20Governance) For the year ended June 30, 2025, the company complied with the Corporate Governance Code in Appendix C1 of the Listing Rules, with deviations regarding the Chairman's rotation and the undifferentiated roles of Chairman and CEO - For the year ended June 30, 2025, the company complied with the Corporate Governance Code set out in Appendix C1 of the Listing Rules, except for a deviation where the Chairman did not retire by rotation as required by the code provisions[62](index=62&type=chunk) - Effective **November 22, 2024**, Executive Director Ms. Zhu Xinxin was appointed as Chief Executive Officer, but the company has not appointed a Chairman, leading to an undifferentiated role between Chairman and CEO; the Board is currently seeking a suitable candidate[62](index=62&type=chunk) [Required Standard for Securities Transactions by Directors](index=25&type=section&id=Required%20Standard%20for%20Securities%20Transactions%20by%20Directors) The company has adopted the Model Code as the code of conduct for directors' securities transactions, and all directors confirmed compliance with this standard for the year ended June 30, 2025 - The company adopted the Model Code as the code of conduct for its directors' securities transactions, and all directors confirmed their compliance with the required standards set out in the Model Code for the year ended June 30, 2025[63](index=63&type=chunk) [Audit Committee](index=25&type=section&id=Audit%20Committee) The Audit Committee, comprising three independent non-executive directors, reviewed and discussed the Group's accounting principles, internal controls, and financial reporting matters with management, and approved the audited consolidated results - The Audit Committee currently comprises three independent non-executive directors of the company: Dr. Meng Zhijun, Mr. Duan Xinxiao, and Mr. Liu Fei[64](index=64&type=chunk) - The Audit Committee reviewed and discussed the Group's adopted accounting principles and practices, as well as audit, internal control, and financial reporting matters with management. These audited consolidated results were reviewed by the Audit Committee and approved by the Board[64](index=64&type=chunk) [Annual Results Review (Auditor's Agreement)](index=26&type=section&id=Annual%20Results%20Review%20%28Auditor%27s%20Agreement%29) The information contained in this announcement regarding the consolidated financial statements and related notes for the year ended June 30, 2025, has been agreed by the Group's auditor, Evergreen (Hong Kong) CPA Limited, to be consistent with the amounts in the audited consolidated financial statements - The information contained in this announcement regarding the company's consolidated statement of profit or loss, consolidated statement of profit or loss and other comprehensive income, consolidated statement of financial position, and related notes for the year ended June 30, 2025, has been agreed by the Group's auditor, Evergreen (Hong Kong) CPA Limited, to be consistent with the amounts in the company's audited consolidated financial statements for the year ended June 30, 2025[65](index=65&type=chunk)

Group 1 - The core point of the article is that China Ecotourism (01371) has announced a court ruling to postpone the hearing for the winding-up petition to December 1, 2025, at 9:30 AM, which will be presided over by a company judge [1] Group 2 - The postponement of the hearing follows a joint application made by both parties through a consent summons [1]

Core Viewpoint - China Ecotourism (01371) announced that the High Court has granted a postponement of the hearing for the winding-up petition to December 1, 2025, at 9:30 AM, to be presided over by a company judge [1] Group 1 - The joint application for the postponement was made through a consent summons by both parties involved [1]

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，概不對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) (1) 清盤呈請聆訊進一步延期；及 (2) 於二零二五年九月二十五日舉行的延期計劃會議投票結果 茲提述中國生態旅遊集團有限公司（「本公司」）於二零二五年三月十一日、二零二五年五月十四日、 二零二五年五月三十日、二零二五年七月二十三日、二零二五年七月二十五日、二零二五年八月二十 九日及二零二五年九月二十二日發布之公告（「該等公告」），內容涉及（其中包括）有關延期清盤 呈請聆訊及債權人計劃的公告。除文義另有所指外，本文件所用大寫詞彙與該等公告所定義者具有相 同涵義。 (1) 清盤呈請聆訊進一步延期 本公司謹此向其股東及投資者提供最新資料，經雙方透過同意傳票提出聯合申請後，高等法院頒令(其 中包括)將清盤呈請的聆訊延期至二零二五年十二月一日上午九時三十分，由公司 ...

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，概不對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) 將於二零二五年九月二十四日（星期三） 舉行的計劃會議的 惡劣天氣安排 由於熱帶氣旋迫近，香港的天氣狀況於計劃會議原定舉行時間存在或會轉壞之風險。有鑑於此， 本公司謹此宣佈，倘： 本公司將適時或根據上市規則要求，就上述事項之任何重大發展向股東及投資者提供最新資料， 並刊發進一步公告。 (1) 於二零二五年九月二十四日早上八時正或之前，發出或懸掛八號颱風信號（或更高）或黑色 暴雨警告信號或極端天氣警告，但之後被撤回或取消，則計劃會議將於二零二五年九月二十 四日上午十時正在同一地點按原定計劃舉行；及 (2) 於二零二五年九月二十四日早上八時正後，八號颱風信號（或更高）或黑色暴雨警告信號或 極端天氣警告仍然懸掛或生效，則計劃會議將順延至下一個工作日（該日早上八時正 ...

中國生態旅遊集團有限公司（「本公司」）董事局（「董事局」）謹此宣佈， 本公司將於二零二五年九月二十九日（星期一）舉行會議，董事局將於 會上通過議案（其中包括）批准本公司及其附屬公司截至二零二五年 六月三十日止年度業績及其發佈，並考慮派付末期股息（如有）。 承董事局命 中國生態旅遊集團有限公司 董事兼首席執行官 朱欣欣 香港，二零二五年九月十七日 於本公告發佈日期，董事局成員包括執行董事朱欣欣女士及邸靈先生； 及獨立非執行董事孟志軍博士、段新曉先生及劉斐先生。 ) 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，概不對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) 召開董事局會議日期 ...

本月底法定/註冊股本總額： HKD 125,000,000 股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年8月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 中國生態旅遊集團有限公司 呈交日期: 2025年9月1日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 01371 | 說明 | 中國生態旅遊 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 250,000,000 | HKD | | 0.5 | HKD | | 125,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 250,000,000 | HKD | | 0.5 ...