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。 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，二零二五年八月二十九日 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。 (股份代號: 1371) 有關二零二四年六月三十日止年度 年度報告中無法表示意見之季度更新 茲提述中國生態旅遊集團有限公司（「本公司」）於二零二五年五月三十日及二零二五年七月二十五 日發布之公告（「該等公告」），內容涉及（其中包括）有關二零二四年年度報告中無法表示意見之 季度更新及債權人計劃之事宜。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。 自二零二五年六月一日起至本公告日期止，本公司已採取以下步驟及措施以解決無法表示意見： 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。 股東及潛在投資者於買賣本公司股份時務請審 ...

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7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8月4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 | HKD | | 125,000,000 | 本月底法定 ...

Core Insights - As of June 12, a total of 159 stocks reached their 52-week highs, with HPC HOLDINGS (01742), China Ecotourism (01371), and Yunfeng Financial (00376) leading the high rate at 51.28%, 43.10%, and 35.00% respectively [1][2] Stock Performance Summary - **Top Performers**: - HPC HOLDINGS (01742) closed at 0.084 with a peak of 0.118, achieving a high rate of 51.28% [2] - China Ecotourism (01371) closed at 0.670 with a peak of 0.830, achieving a high rate of 43.10% [2] - Yunfeng Financial (00376) closed at 2.730 with a peak of 3.510, achieving a high rate of 35.00% [2] - **Other Notable Stocks**: - Jiuyuan Gene (02566) reached a high rate of 23.08% [2] - Zhangli International (01693) reached a high rate of 21.29% [2] - China Biopharmaceutical (01177) reached a high rate of 16.46% [2] - **Additional Stocks with Significant High Rates**: - Beike Micro (02149) at 14.29% [2] - Rongchang Bio (09995) at 14.16% [2] - Baosaitou-B (02315) at 12.86% [2] - SF Technology (09699) at 12.63% [2] 52-Week Low Summary - **Top Decliners**: - Baide International (02668) reached a low rate of -22.22% [6] - Zhizhong International (06063) reached a low rate of -14.89% [6] - Congyu Zhinu (00875) reached a low rate of -9.23% [6] - **Other Notable Decliners**: - China Greenland Boda Green (01253) at -7.69% [6] - New Qian'an (02573) at -7.66% [6] - Aobang Construction (01615) at -3.85% [6]

Financial Performance - Revenue for the six months ended December 31, 2024, was HK$98,351,000, representing a 107% increase from HK$47,457,000 in the same period of 2023[3] - Gross profit for the period was HK$47,809,000, compared to HK$13,297,000 in the previous year, indicating a significant improvement[3] - Operating loss decreased to HK$56,262,000 from HK$63,122,000 year-over-year, reflecting better operational efficiency[3] - Loss before income tax improved to HK$59,119,000, down from HK$80,655,000 in the prior year[3] - Loss for the period was HK$59,916,000, compared to HK$80,210,000 in the same period last year, showing a reduction in losses[4] - For the six months ended December 31, 2024, the Group reported a net loss of approximately HK$67,748,000, compared to a loss of HK$71,577,000 for the same period in 2023[11] - The Group's total comprehensive expenses for the six months ended December 31, 2024, were HK$59,653,000, compared to HK$86,700,000 for the same period in 2023[12] - The operating loss for the six months ended December 31, 2024, was HK$50,542,000, compared to HK$34,160,000 in 2023, reflecting an increase in losses of 48%[57] - Loss attributable to owners of the Company for the first six months amounted to approximately HK$67.7 million, slightly improved from HK$71.6 million in the previous year[146] Assets and Liabilities - Total assets as of December 31, 2024, amounted to HK$116,747,000, an increase from HK$114,600,000 as of June 30, 2024[8] - Current liabilities increased to HK$570,177,000 from HK$508,019,000, indicating a rise in short-term obligations[9] - As of December 31, 2024, the Group's total liabilities amounted to HK$596,708,000, with current liabilities exceeding current assets by approximately HK$466,253,000[17] - The equity attributable to owners of the Company decreased to a deficit of HK$479,961,000 as of December 31, 2024, compared to a deficit of HK$420,308,000 as of June 30, 2024[10] - The Group's total liabilities exceeded total assets by approximately HK$479,961,000, indicating significant financial uncertainty[18] - The net current liabilities of the Group were approximately HK$476 million as of December 31, 2024, compared to HK$408.0 million on June 30, 2024, with cash and deposits amounting to approximately HK$67 million[157] - The gearing ratio of the Group was approximately 519.5% as of December 31, 2024, an increase from 466.8% on June 30, 2024[158] Cash Flow and Liquidity - Cash and bank balances rose to HK$46,221,000 from HK$27,671,000, reflecting improved liquidity[8] - Operating cash flows before changes in working capital for the six months ended December 31, 2024, were HK$17,012,000, a significant improvement from negative HK$25,606,000 in the same period of 2023[13] - The Group's cash and bank balances were approximately HK$46,221,000, with restricted bank deposits of approximately HK$21,769,000 as of December 31, 2024[17] Debt and Defaults - The Group defaulted on mortgage loans and convertible bonds since October 2023, leading to the appointment of receivers by the bank[17] - The Company received a winding-up petition filed by a trustee of convertible bonds, which was withdrawn on November 13, 2024[17] - The Group's default on a secured bank loan of HK$162.2 million led to legal action and the subsequent settlement of the loan[147] - The bank recovered net proceeds of approximately HK$130.8 million from the disposition of mortgaged property, impacting the Group's financial guarantee liabilities[150] - The Company has not made payments on HK$154,162,000 convertible bonds due on November 10, 2023, resulting in an event of default[193] - The Company was notified of the appointment of joint receivers by the creditor bank in November 2023 due to the loan default[188] - As of the report date, creditors have not granted any waivers for the defaults and are demanding immediate repayment of outstanding amounts under various financial facilities[200] Revenue Sources - Sales of lottery terminals and related equipment reached HK$86,171,000, up from HK$29,700,000, reflecting a growth of 189.5%[36] - Revenue from lottery systems, terminal equipment, and related products was HK$97,003,000, contributing the majority of total revenue[40] - Revenue from contracts with customers under HKFRS 15 was HK$98,351,000, compared to HK$47,457,000 in the previous year[36] - The provision of technical and maintenance services generated revenue of HK$10,832,000, down from HK$14,015,000 in the prior period[36] - Revenue from the People's Republic of China (PRC) accounted for HK$96,810,000, significantly higher than HK$46,293,000 in the previous year, reflecting a growth of 108.5%[54] Management and Strategy - The Group is actively negotiating with banks and bondholders to formulate a debt restructuring plan and seeking additional credit facilities[20] - Management is implementing measures to accelerate the collection of outstanding accounts and control administrative costs[27] - The Group's directors believe that, assuming the success of their initiatives, they will have adequate funds to meet their liabilities[23] - The Group aims to seize more market opportunities in 2025 to maintain its leading position in the lottery industry and further develop its overseas lottery business[142] - The Group plans to integrate resources to promote the development of China's eco-tourism and natural health food businesses, aiming to nurture new points of business growth[143] Market Trends and Economic Outlook - The lottery industry in China is shifting from "quantity-driven" to "quality-driven" growth, focusing on high-quality development[94] - The World Bank predicts China's GDP will grow by around 4.5% in 2025, indicating a positive long-term economic outlook despite global instability factors[137] - The average economic growth rate of the Philippines reached 5.8% in the first three quarters of 2024, with expectations of 6.1% growth in 2025[112] Shareholder Information - As of December 31, 2024, Ms. Lau Ting held 55,032,782 shares, representing 35.64% of the Company's issued share capital[175] - Mr. Cao Junsheng held 12,525,000 shares, accounting for 8.11% of the Company's issued share capital as of December 31, 2024[175] - China Carbon Neutral Development Group Limited owned 10,000,000 shares, which is 6.48% of the Company's issued share capital[175] Other Notable Points - The Board does not recommend the payment of an interim dividend for the six months ended December 31, 2024, consistent with the previous year[89] - The Group's customized products for the Philippine market have completed design and development, passing verification testing, and are expected to launch in Q1 2025[113][116] - The Group has launched factory-direct platforms like "Taobao Factory" to adapt to market changes and optimize product offerings[133] - The Group's efforts in scenic area management and marketing innovation have received positive feedback from partners, indicating successful collaboration[126]

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 ...