香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何部 分內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 本公司股東及有意投資者應注意，股本重組須待本公告「股本重組之條件」一段所 載條件獲達成後方可作實。因此，股本重組未必會進行。 本公司股東及有意投資者於買賣本公司證券時，務請審慎行事，如對自身情況有 任何疑問，應諮詢彼等之專業顧問。 一般事項 Moody Technology Holdings Limited 滿地科技股份有限公司 （於開曼群島註冊成立並於百慕達存續之有限公司） （股份代號：1400） 建議股本重組 建議股本重組 茲提述有關建議股份合併及建議更改每手買賣單位之公告。 除建議股份合併外，董事會亦建議進行股本重組，包括(i)股本削減，本公司已發 行股本將透過以下方式削減：(a)註銷本公司已發行股本中合併股份的任何零碎股 份，從而將本公司已發行股本中合併股份總數向下湊整至最接近整數；及(b)註銷 本公司當時每股已發行合併股份的繳足資本0.99港元，以將每股已發行合併股份之 面值由1.0港元削減至 ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何部 分內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 Moody Technology Holdings Limited 滿地科技股份有限公司 （於開曼群島註冊成立並於百慕達存續之有限公司） （股份代號：1400） 建議股份合併 及 建議更改每手買賣單位 一般事項 本公司將召開及舉行股東特別大會，以供股東考慮並酌情批准（其中包括）股份合 併。就董事經作出一切合理查詢後所深知、盡悉及確信，概無股東將須於股東特別 大會上就股份合併之決議案放棄投票。一份載有（其中包括）建議股份合併、更改 每手買賣單位之進一步詳情及召開股東特別大會通告的通函預期將於二零二四年 十二月十三日（星期五）或之前寄發予股東。 建議股份合併 董事會建議實行股份合併，基準為每十(10)股每股面值0.1港元的已發行及未發行現有 股份將合併為一(1)股每股面值1.0港元的合併股份。股份合併須待（其中包括）股東於 股東特別大會上批准後方可作實。 建議股份合併 董事會建議實行股份合併，基準為每十(1 ...

[Corporate Information](index=2&type=section&id=Corporate%20Information) This section provides essential corporate details including board members, committee structures, and key operational contacts [Board of Directors and Committee Members](index=3&type=section&id=Board%20of%20Directors%20and%20Committees) The report details the composition of the Board of Directors and its committees, noting recent changes in membership as of June 18, 2024 - Changes in the Board of Directors and committees occurred, with Mr. Lin Yu-Kang resigning as independent non-executive director and chairman of the audit and remuneration committees on **June 18, 2024**, and Mr. Guo Xian-Wang appointed to fill the vacancies[3](index=3&type=chunk) [Corporate Structure and Advisors](index=4&type=section&id=Corporate%20Structure%20and%20Advisors) This chapter outlines the company's auditors, principal bankers, registered office, and stock code on the Hong Kong Stock Exchange - The company's auditor is **Evergreen (Hong Kong) CPA Limited**[4](index=4&type=chunk) - The company's principal bankers include **Quanzhou Bank, Bank of China (Hong Kong), Nanyang Commercial Bank, and The Bank of East Asia**[4](index=4&type=chunk) - The company's stock code on the Hong Kong Stock Exchange is **1400**[4](index=4&type=chunk) [Management Discussion and Analysis](index=4&type=section&id=Management%20Discussion%20and%20Analysis) This section reviews the group's operational and financial performance, highlighting key trends and strategic initiatives [Business and Industry Review](index=5&type=section&id=Business%20and%20Industry%20Review) The group's total revenue declined by **35.1%** to **54.9 million RMB** in the first half of 2024, primarily due to reduced demand for fabric and apparel products in China Key Performance Indicators for H1 2024 | Indicator | H1 2024 | H1 2023 | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Revenue (million RMB) | 54.9 | 84.6 | -35.1% | | Loss Attributable to Owners (million RMB) | 14.8 | 8.9 | +66.3% | | Loss Per Share (RMB) | 0.0041 | 0.0027 | +51.9% | - According to China's National Bureau of Statistics, in the first six months of 2024, revenue for textile enterprises above designated size increased by approximately **4.5%**, and net profit increased by approximately **19.3%**, indicating an overall positive trend in the industry[5](index=5&type=chunk) [Financial Review](index=6&type=section&id=Financial%20Review) The group's financial performance was pressured by a **35.1%** revenue decline, a lower gross margin, and increased administrative and finance costs [Revenue Analysis](index=6&type=section&id=Revenue) Total group revenue decreased to **54.9 million RMB**, with significant declines in footwear and apparel sales, while digital marketing services emerged as a new revenue stream Revenue Breakdown by Product Category (thousand RMB) | Product Category | H1 2024 | H1 2023 | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Footwear & Apparel | 25,061 | 63,053 | -60.3% | | Fabric | 0 | 13,139 | -100.0% | | Elastic Webbing | 12,418 | 8,418 | +47.5% | | Digital Marketing Services | 17,393 | 0 | N/A | | **Total** | **54,872** | **84,610** | **-35.1%** | - Digital marketing services emerged as a new revenue pillar, contributing **31.7%** of total revenue, partially offsetting the decline in traditional businesses[7](index=7&type=chunk)[9](index=9&type=chunk) [Gross Profit Analysis](index=8&type=section&id=Gross%20Profit) Overall gross profit decreased to **6.27 million RMB**, with the gross margin declining to **11.4%** primarily due to increased raw material costs for elastic webbing Gross Profit and Gross Margin by Product Category (thousand RMB) | Product Category | H1 2024 Gross Profit | H1 2024 Gross Margin | H1 2023 Gross Profit | H1 2023 Gross Margin | | :--- | :--- | :--- | :--- | :--- | | Footwear & Apparel | 4,350 | 17.4% | 8,807 | 14.0% | | Fabric | – | – | 197 | 1.5% | | Elastic Webbing | 597 | 4.8% | 1,809 | 21.5% | | Digital Marketing Services | 1,322 | 7.6% | – | – | | **Total** | **6,269** | **11.4%** | **10,813** | **12.8%** | [Operating Expenses and Costs](index=8&type=section&id=Operating%20Expenses%20and%20Costs) Net other income significantly improved due to foreign exchange gains, while administrative expenses rose due to increased R&D and depreciation costs - Net other income/(expenses) significantly improved, shifting from an expense of **1.29 million RMB** in the prior period to income of **8.05 million RMB** this period, primarily due to a recognized foreign exchange gain of approximately **6.7 million RMB**[14](index=14&type=chunk)[15](index=15&type=chunk) - General and administrative expenses increased by **32.4%** year-on-year, from **12.7 million RMB** to **16.8 million RMB**, mainly due to increased research and development expenses and depreciation[16](index=16&type=chunk) - Finance costs increased from **7.5 million RMB** to **10.1 million RMB**, primarily due to increased accrued interest on bank borrowings[16](index=16&type=chunk) [Liquidity and Financial Resources](index=10&type=section&id=Liquidities%20and%20financial%20resources) The group maintains a prudent financial strategy, completing a new share placement to raise approximately **19.5 million HKD** for general working capital - On **June 5, 2024**, the company completed a new share placement, successfully placing **200 million shares** at **0.100 HKD per share**, raising net proceeds of approximately **19.5 million HKD**[17](index=17&type=chunk)[18](index=18&type=chunk) - As of **June 30, 2024**, approximately **15.9 million HKD** of the placement proceeds had been utilized, with **14.4 million HKD** used to settle trade and other payables[18](index=18&type=chunk) [Capital Structure and Risk Management](index=11&type=section&id=Capital%20Structure%20and%20Risk%20Management) Total borrowings slightly decreased, but the current ratio declined due to reduced receivables, with limited foreign exchange risk as most operations are RMB-denominated Liquidity Indicators | Indicator | June 30, 2024 | Dec 31, 2023 | | :--- | :--- | :--- | | Current Assets (thousand RMB) | 92,961 | 100,153 | | Current Liabilities (thousand RMB) | 428,158 | 439,941 | | Net Current Liabilities (thousand RMB) | (335,197) | (339,788) | | Current Ratio | 21.7% | 22.8% | - Total group borrowings decreased from **200.4 million RMB** to **196.6 million RMB**, primarily due to the repayment of **3.8 million RMB** in bank borrowings during the period[19](index=19&type=chunk)[21](index=21&type=chunk) - The group primarily operates in Mainland China, with most transactions denominated and settled in RMB, thus limiting foreign exchange risk[23](index=23&type=chunk)[27](index=27&type=chunk) [Future Outlook](index=14&type=section&id=Future%20Outlook) Management is actively exploring acquisition opportunities and expects the new online media advertising business to boost revenue, alongside plans for further financing and business restructuring - Management is confident in the new online media advertising business launched in the second half of **2023**, believing it will increase the group's revenue streams[36](index=36&type=chunk) - Future plans include further financing, maintaining the scale of core businesses (footwear and apparel, elastic webbing), and restructuring the loss-making fabric business[36](index=36&type=chunk) - Subsequent to the reporting period, Zhuhai Hongli Technology Co Ltd, in which the company indirectly holds **68.11%**, resolved to apply for delisting from the National Equities Exchange and Quotations[40](index=40&type=chunk)[42](index=42&type=chunk) [Additional Information](index=16&type=section&id=Additional%20Information) This section covers corporate governance practices, compliance with listing rules, and the review of interim results by the audit committee [Corporate Governance](index=18&type=section&id=Corporate%20Governance) The company maintains high corporate governance standards, largely complying with the Corporate Governance Code, and its interim results were reviewed by the Audit Committee - For the six months ended **June 30, 2024**, the company complied with all code provisions of the Corporate Governance Code, except for code provision **C.1.8**[46](index=46&type=chunk)[48](index=48&type=chunk) - Based on public information and the directors' knowledge, the company maintained a sufficient public float of at least **25%**, complying with Listing Rules requirements[44](index=44&type=chunk)[47](index=47&type=chunk) - The group's unaudited interim results for the six months ended **June 30, 2024**, have been reviewed by the Audit Committee[58](index=58&type=chunk) [Condensed Consolidated Financial Statements](index=20&type=section&id=Condensed%20Consolidated%20Financial%20Statements) This section presents the group's unaudited interim financial statements, including the statement of profit or loss, financial position, and cash flows [Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=21&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the six months ended June 30, 2024, the group reported a **35.1%** revenue decrease and an expanded loss for the period to **16.32 million RMB** H1 2024 Statement of Profit or Loss Summary (thousand RMB) | Item | H1 2024 (Unaudited) | H1 2023 (Unaudited) | | :--- | :--- | :--- | | Revenue | 54,872 | 84,610 | | Gross Profit | 6,269 | 10,813 | | Loss from Operations | (6,175) | (1,573) | | Loss Before Tax | (16,314) | (9,067) | | Loss for the Period | (16,318) | (9,250) | | Loss Attributable to Owners | (14,803) | (8,868) | | Basic Loss Per Share (RMB) | 0.0041 | 0.0027 | [Condensed Consolidated Statement of Financial Position](index=23&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2024, the group reported total assets of **297.17 million RMB**, total liabilities of **444.61 million RMB**, and a net liability position of **147.43 million RMB** Statement of Financial Position Summary (thousand RMB) | Item | June 30, 2024 (Unaudited) | Dec 31, 2023 (Audited) | | :--- | :--- | :--- | | Non-current Assets | 204,211 | 210,266 | | Current Assets | 92,961 | 100,153 | | **Total Assets** | **297,172** | **310,419** | | Current Liabilities | 428,158 | 439,941 | | Non-current Liabilities | 16,448 | 16,604 | | **Total Liabilities** | **444,606** | **456,545** | | **Net Liabilities** | **(147,434)** | **(146,126)** | | Equity Attributable to Owners | (157,753) | (158,853) | | **Total Equity** | **(147,434)** | **(146,126)** | [Condensed Consolidated Statement of Cash Flows](index=26&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) Operating activities resulted in a net cash outflow of **13.25 million RMB**, while financing activities generated a net inflow of **14.57 million RMB**, leading to a decrease in cash and cash equivalents Cash Flow Statement Summary (thousand RMB) | Item | H1 2024 (Unaudited) | H1 2023 (Unaudited) | | :--- | :--- | :--- | | Net Cash from Operating Activities | (13,249) | 30,468 | | Net Cash Used in Investing Activities | (1,805) | (2,823) | | Net Cash from/(Used in) Financing Activities | 14,566 | (5,370) | | Net Increase/(Decrease) in Cash and Cash Equivalents | (488) | 22,275 | | Cash and Cash Equivalents at Period End | 13,519 | 23,573 | [Notes to the Condensed Consolidated Financial Information](index=26&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Information) This section provides detailed notes explaining the significant accounting policies, segment information, and specific financial statement line items [Note 1: General Information](index=27&type=section&id=1.%20General%20Information) The company is an exempted company incorporated in Bermuda, listed on the Hong Kong Stock Exchange, with subsidiaries primarily engaged in footwear and apparel sales, fabric and elastic webbing, and digital marketing services - The group primarily engages in three main businesses: (a) **sales of footwear and apparel**, (b) **design, manufacturing, and sales of fabrics and elastic webbing**, and (c) **provision of digital marketing services**[66](index=66&type=chunk)[68](index=68&type=chunk) [Note 4: Segment Information](index=29&type=section&id=4.%20Segment%20Information) The group operates in four reportable segments: footwear and apparel, fabric, elastic webbing, and digital marketing services, with China being the predominant market H1 2024 Segment Results (thousand RMB) | Segment | Revenue from External Customers | Segment Profit | | :--- | :--- | :--- | | Footwear & Apparel | 25,061 | 4,350 | | Fabric | – | – | | Elastic Webbing | 12,418 | 597 | | Digital Marketing Services | 17,393 | 1,322 | | **Total** | **54,872** | **6,269** | - Geographically, China is the group's primary market, contributing **45.36 million RMB** in revenue, representing the vast majority of total revenue[79](index=79&type=chunk) [Note 10: Loss Per Share](index=39&type=section&id=10.%20Loss%20Per%20Share) Basic loss per share for the six months ended June 30, 2024, was **0.0041 RMB**, based on a loss attributable to owners of **14.80 million RMB** and a weighted average of **3.61 billion shares** Basic Loss Per Share Calculation | Item | H1 2024 | H1 2023 | | :--- | :--- | :--- | | Loss Attributable to Owners (thousand RMB) | (14,803) | (8,868) | | Weighted Average Number of Ordinary Shares Issued (thousand shares) | 3,604,625 | 3,297,498 | | **Basic Loss Per Share (RMB per share)** | **0.0041** | **0.0027** | [Note 17: Borrowings](index=43&type=section&id=17.%20Borrowings) As of June 30, 2024, total group borrowings were **196.6 million RMB**, with approximately **162.9 million RMB** of bank borrowings overdue due to temporary funding shortages - As of **June 30, 2024**, approximately **162.9 million RMB** of the group's bank borrowings were overdue due to temporary funding shortages[119](index=119&type=chunk) - Approximately **129.6 million RMB** of the group's bank borrowings are secured by its property, plant and equipment, and right-of-use assets[119](index=119&type=chunk) [Note 18: Share Capital](index=45&type=section&id=18.%20Share%20Capital) During the first half of 2024, the company issued **200 million new ordinary shares** through a placement, bringing the total issued and fully paid shares to **3.80 billion shares** - On **June 5, 2024**, the company completed a placement under general mandate, issuing **200 million new shares** with a par value of **0.10 HKD per share**[121](index=121&type=chunk)[122](index=122&type=chunk)

Financial Performance - The Group's revenue decreased by 35.1% to approximately RMB54.9 million for the six months ended June 30, 2024, compared to approximately RMB84.6 million for the same period in 2023[5]. - Loss attributable to the owners of the Company increased from approximately RMB8.9 million for the six months ended June 30, 2023, to approximately RMB14.8 million for the six months ended June 30, 2024[5]. - Loss per share increased from RMB0.0027 for the six months ended June 30, 2023, to RMB0.0041 for the six months ended June 30, 2024[5]. - The overall decrease in the Group's revenue was mainly attributable to a decrease in sales demand for both fabrics and clothing products in the People's Republic of China during the period[5]. - Gross profit for the period was RMB 6,269,000, down 42.0% from RMB 10,813,000 in the prior year[59]. - Total comprehensive loss for the period was RMB 19,688,000, significantly higher than RMB 9,250,000 in the previous year[60]. - The Group's loss before tax for the six months ended June 30, 2024, was RMB 16,314,000, compared to a loss of RMB 9,067,000 for the same period in 2023[78]. Revenue Breakdown - Revenue from sales of shoes and clothing decreased from approximately RMB63.1 million for the six months ended June 30, 2023, to approximately RMB25.1 million for the six months ended June 30, 2024[6]. - The Group did not generate any revenue from fabric products during the period, compared to approximately RMB13.1 million in revenue from fabric products for the six months ended June 30, 2023[6]. - Revenue from elastic webbings amounted to approximately RMB12.4 million during the period, compared to RMB8.4 million in the corresponding period in 2023, reflecting a growth of 47.6%[7]. - The new digital marketing services generated approximately RMB17.4 million in revenue during the period[7]. - For the six months ended June 30, 2024, the Group reported total revenue of RMB 54,872,000, with segment revenues from shoes and clothes at RMB 25,061,000, fabrics at RMB 12,418,000, elastic webbings at RMB 17,393,000, and digital marketing services contributing RMB 6,269,000[77]. Expenses and Costs - The cost of sales decreased by 34.1% from approximately RMB73.8 million for the six months ended June 30, 2023, to approximately RMB48.6 million for the six months ended June 30, 2024[10]. - Selling and distribution expenses decreased by 39.8% from approximately RMB6.2 million for the six months ended June 30, 2023, to approximately RMB3.7 million for the six months ended June 30, 2024[16]. - General and administrative expenses increased by 32.4% from approximately RMB12.7 million for the six months ended June 30, 2023, to approximately RMB16.8 million for the six months ended June 30, 2024[16]. - Finance costs increased from approximately RMB7.5 million for the six months ended June 30, 2023, to approximately RMB10.1 million for the six months ended June 30, 2024, due to higher interest expenses on bank borrowings[16]. Cash Flow and Liquidity - As of June 30, 2024, the Group's bank and cash balances amounted to approximately RMB 13.5 million, a decrease from approximately RMB 17.4 million as of December 31, 2023[17]. - Net cash used in operating activities for the six months ended June 30, 2024, was RMB (13,249,000), a decline from a net cash generation of RMB 30,468,000 in the same period of 2023[64]. - Cash and cash equivalents at the end of the period were RMB 13,519,000, down from RMB 23,573,000 at the end of June 2023, reflecting a decrease of approximately 42.6%[64]. - The Group's borrowings decreased to approximately RMB 196.6 million as of June 30, 2024, down from RMB 200.4 million as of December 31, 2023, primarily due to the repayment of bank borrowings of approximately RMB 3.8 million[19]. Corporate Governance and Compliance - The company has complied with the Corporate Governance Code throughout the six months ended June 30, 2024, except for code provision C.1.8[46]. - The Audit Committee comprises three independent non-executive Directors, responsible for reviewing the Group's financial reporting process and overseeing risk management[51]. - The Remuneration Committee is responsible for formulating the Group's policy and structure for all remuneration of the Directors and senior management[52]. - All Directors confirmed compliance with the required standards set out in the Model Code regarding securities transactions during the review period[50]. Strategic Initiatives - Management plans to return the Group to solvency by conducting further fundraising, maintaining sales in its shoes and clothing business, and restructuring the loss-making fabrics business[36]. - The Group has initiated a new online media advertising business since the second half of 2023, aiming to increase income sources[36]. - The Group's strategy includes market expansion through acquisitions to strengthen its revenue sources and improve cash flow[83]. Share Capital and Transactions - The total number of issued and fully paid ordinary shares increased to 3,801,767,000 as of June 30, 2024, from 3,353,073,000 as of December 31, 2023[121]. - The Company completed a placing of 200,000,000 shares at a price of HK$0.100 per share on June 5, 2024, under a general mandate[122]. - The total amount of claims settled for Scheme Creditors was approximately HK$1,034.3 million, with 3,262,705,241 Scheme Shares issued at HK$0.317 per share[122]. Workforce and Operations - As of June 30, 2024, the Group's total workforce decreased to 162 from 190 as of December 31, 2023[30]. - The Group did not acquire any property, plant, or equipment for the six months ended June 30, 2024, and 2023[24]. - The Group's non-current assets were valued at RMB 204,211,000, down from RMB 210,266,000 at the end of the previous year[61].

Financial Performance - The Group's total revenue increased from approximately RMB90.5 million in 2022 to approximately RMB140.3 million in 2023, representing a growth of 55.0%[61]. - The Group recorded revenue of approximately RMB140.3 million for the year ended 31 December 2023, representing an increase of approximately 54.9% compared to RMB90.5 million for the year ended 31 December 2022[78]. - Revenue from sales of shoes, clothes, and others amounted to approximately RMB83.6 million in 2023, compared to RMB66.8 million in 2022[78]. - Revenue from sales of elastic webbings was approximately RMB31.8 million during the year following the acquisition of new subsidiaries[78]. - Revenue from sales of fabrics decreased to approximately RMB13.6 million in 2023 from RMB23.7 million in 2022[78]. - Revenue from the digital marketing services segment was approximately RMB11.3 million for the year, marking the commencement of this new business line[66]. - The Group's gross profits increased from approximately RMB7.4 million in 2022 to approximately RMB14.8 million in 2023, with a gross profit margin improvement from 8.2% to 10.6%[97]. - The gross profit margin for the Group's shoe and clothing sales improved, with average sales per customer increasing from approximately RMB0.2 million in 2022 to approximately RMB1.0 million in 2023[64]. - The profit margin for clothing products improved to 13.1% in 2023 from 10.5% in 2022, contributing to the overall gross profit increase[115]. Liquidity and Financial Health - The Group's current ratio improved significantly to 22.8% as of December 31, 2023, compared to 4.5% in 2022, indicating enhanced liquidity[12]. - The Group's net current liabilities decreased from RMB1,226.7 million in 2022 to RMB339.8 million in 2023, reflecting improved financial health[12]. - The Group's cash flow projections cover a period of not less than 12 months from December 31, 2023, indicating a focus on liquidity management[111]. - The Group's ability to generate operating cash flows is critical for meeting ongoing funding needs[109]. - The Group will closely monitor its financial performance, financial position, and cash flow to maintain normal operations[82]. Share Placements and Capital Raising - The Company completed the Third Placing on 20 October 2023, successfully placing 50,810,000 shares at a price of HK$0.950 per share[32]. - The net proceeds from the Third Placing amounted to approximately HK$48.0 million, which were allocated for general working capital, including HK$34.3 million for settling trade and other payables[6][9]. - The Second Placing generated net proceeds of approximately HK$60.6 million, fully utilized for general working capital, including HK$41.3 million for settling trade and other payables[27][28]. - The First Placing on 3 July 2023 successfully placed 133,690,000 Placing Shares at a price of HK$0.490 per share, raising capital to enhance liquidity and strengthen the financial position of the Group[119]. - The Company issued 3,262,705,241 Scheme Shares at an issue price of HK$0.317 per share, totaling approximately HK$1,034.3 million to settle all Admitted Claims of the Scheme Creditors[119]. Business Development and Strategy - The management plans to explore various business opportunities through mergers and acquisitions to strengthen the Group's capacity[52]. - The Group initiated a digital marketing services business focused on media advertising design and production, aiming to increase revenue sources in 2024[53]. - The Company is in preliminary negotiations with potential business partners across various industries to explore new business development opportunities[144]. - The Group completed the acquisition of 80.95% equity interests in Leader Elastic Limited for HK$21,000,000 (approximately RMB 18,546,000) on April 28, 2023, aligning with its strategy to expand in the elastic webbing market[167]. Governance and Compliance - The Company has adopted the Corporate Governance Code as its own code of corporate governance, ensuring compliance with relevant regulations[149]. - The Board consists of three executive directors and three independent non-executive directors, ensuring a balanced governance structure[198]. - The Company has received written annual confirmations of independence from all independent non-executive directors, affirming their compliance with the Listing Rules[186]. - The Audit Committee believes the proposed action plan will assist in removing the Audit Qualification in the next financial year, contingent on successful fundraising and debt settlement plans[173]. Risks and Challenges - The Directors assessed the Group's liquidity and financing sources in light of material uncertainties affecting its ability to continue as a going concern[20][21]. - The Group's foreign exchange risk is primarily associated with sales and purchase transactions in Hong Kong, which are mainly denominated in US dollars[16]. - The Company is negotiating with banks for the extension of overdue bank borrowings and has not received any immediate payment demands for current borrowings[163]. - The overdue bank borrowings and penalty interests payable as of December 31, 2023, are subject to ongoing discussions with creditor banks[164].

Financial Performance - For the year ended December 31, 2023, the company reported a gross profit of RMB 14.81 million, a significant increase from RMB 7.40 million in 2022, representing a growth of approximately 100%[2] - The company incurred a net loss of RMB 816.32 million for the year, compared to a loss of RMB 140.50 million in the previous year, indicating a deterioration in financial performance[6] - The company reported a net loss of RMB 811,388,000 for the year ended December 31, 2023, compared to a net loss of RMB 140,498,000 for the previous year[43] - The company recognized a one-time non-cash loss of approximately HKD 858.1 million (equivalent to RMB 756.2 million) due to the issuance of planned shares[161] - The company reported a total revenue of RMB 140.3 million from external customers, with a reported loss of RMB 816.4 million before tax[194] Financial Stability - As of December 31, 2023, the company had current liabilities of approximately RMB 339.80 million and a capital deficit of RMB 146.10 million, highlighting financial instability[6] - The company recorded a net cash outflow from operating activities of approximately RMB 120.30 million during the year, with cash and bank balances totaling only RMB 17.40 million, raising concerns about its ability to continue as a going concern[6] - The company faces significant uncertainty regarding its ability to continue operations, dependent on successful negotiations with lenders and the generation of operational cash flow[7] - The company’s bank and cash balance remained low at approximately RMB 17.38 million as of December 31, 2023[94] Revenue Growth - Revenue from the Chinese market reached RMB 138.05 million in 2023, a substantial increase from RMB 59.08 million in 2022, reflecting strong market demand[16] - Total revenue increased from approximately RMB 90.5 million for the year ended December 31, 2022, to approximately RMB 140.3 million for the year ended December 31, 2023[101] - The footwear, apparel, and other sales segment contributed RMB 83.6 million, accounting for 59.6% of total revenue, compared to 73.8% in 2022[132] - The company has developed a new business segment providing digital marketing services, contributing RMB 11,314,000 to the total revenue[30] - Local sales of clothing products recorded stable growth, with average sales per customer increasing from approximately RMB 0.2 million in 2022 to approximately RMB 1.0 million in 2023[98] Cost Management - The company plans to implement multiple strategies to control operating costs and increase revenue, although the effectiveness of these strategies remains uncertain[7] - The sales and distribution expenses increased by 82.5% from approximately RMB 5.9 million in 2022 to about RMB 10.8 million in 2023, primarily due to rising employee costs and travel expenses[109] - General and administrative expenses increased by 27.3% from approximately RMB 32.0 million for the year ended December 31, 2022, to approximately RMB 40.8 million for the year ended December 31, 2023[138] Financing Activities - The company is exploring new financing options, including potential equity issuance to meet its financial obligations and improve liquidity[7] - The company has issued a total of 3,262,705,241 shares to creditors as part of a debt restructuring plan[24] - The company completed three new share placements during the year, significantly increasing cash inflow from financing activities to approximately RMB 140.0 million in 2023 from RMB 12.2 million in 2022[112] - The net proceeds from the first placement amounted to approximately HKD 64.9 million, fully utilized for general operating funds[144] - The second placement raised approximately HKD 60.6 million, also allocated for general operating funds[148] Asset Management - The company’s total assets and liabilities as of December 31, 2023, included a net book value of approximately RMB 165.4 million in right-of-use assets and property, plant, and equipment[182] - As of December 31, 2023, current assets amounted to RMB 100,153 thousand, while current liabilities were RMB 439,941 thousand, resulting in a current ratio of 22.8%[152] - The company’s trade receivables, net of provisions, were analyzed by invoice date, with no interest received or collateral held on these balances[46] Shareholder Returns - The company has not declared or approved any dividends for the years ended December 31, 2023, and December 31, 2022[26] - The company does not recommend a final dividend for the year ended December 31, 2023, consistent with the previous year[157] Market Position - The company completed the acquisition of 80.95% of the equity of Lida Elastic Fabric Co., Ltd., which will contribute to a new reportable segment focused on the sale of elastic bands for bras and underwear[12] - The acquisition aligns with the company's business strategy to expand its manufacturing and sales of elastic bands for bras and lingerie, enhancing product offerings and cash flow[66] - The company intends to acquire 20% to 28% of the issued share capital of China TianYF Holdings Group Limited, with an initial deposit of HKD 2 million paid[68]

Revenue Growth - Revenue increased by 178.0% from approximately RMB30.4 million for the six months ended 30 June 2022 to approximately RMB84.6 million for the six months ended 30 June 2023, driven by increased sales demand from Chinese customers post-COVID-19 and revenue from newly acquired subsidiaries[18]. - Revenue from sales of shoes and clothing rose from approximately RMB17.4 million for the six months ended 30 June 2022 to approximately RMB63.1 million for the six months ended 30 June 2023[22]. - The Group's revenue increased by 178.0% to approximately RMB 84.6 million for the six months ended 30 June 2023, compared to approximately RMB 30.4 million for the same period in 2022[34]. - Revenue for the six months ended June 30, 2023, was RMB 84,610,000, compared to RMB 30,433,000 for the same period in 2022, representing an increase of 177%[93]. - Revenue from fabric sales was RMB 13,139,000, while shoes and clothes sales generated RMB 63,053,000, and elastic webbings contributed RMB 8,418,000[143]. Expenses and Costs - Selling and distribution expenses surged by 701.6% from approximately RMB0.8 million for the six months ended 30 June 2022 to approximately RMB6.2 million for the six months ended 30 June 2023, due to increased transportation fees and promotion costs[1]. - General and administrative expenses decreased by 14.2% from approximately RMB14.7 million for the six months ended 30 June 2022 to approximately RMB12.7 million for the six months ended 30 June 2023, as the Group strictly controlled administrative costs[1]. - The Group's cost of sales rose by 162.5% from approximately RMB 28.1 million for the six months ended 30 June 2022 to approximately RMB 73.8 million for the six months ended 30 June 2023[42]. - The cost of sales increased by 162.5% from approximately RMB28.1 million for the six months ended 30 June 2022 to approximately RMB73.8 million for the six months ended 30 June 2023, consistent with overall revenue growth[68]. Profitability and Loss - Loss attributable to the owners of the Company decreased from approximately RMB50.3 million for the six months ended 30 June 2022 to approximately RMB8.9 million for the six months ended 30 June 2023[16]. - Loss per share decreased from RMB0.9105 for the six months ended 30 June 2022 to RMB0.0027 for the six months ended 30 June 2023[16]. - Gross profit for the same period was RMB 10,813,000, up from RMB 2,315,000 in 2022, indicating a significant improvement in profitability[93]. - Loss before tax decreased to RMB 9,067,000 in 2023 from RMB 49,658,000 in 2022, showing a reduction of approximately 82%[93]. - The total loss attributable to the owners of the company was RMB (8,868,000) for the period, compared to RMB (50,279,000) in the previous year[187]. Financial Position - The Group's borrowings decreased to approximately RMB 244.5 million as of 30 June 2023, down from RMB 1,076.1 million as of 31 December 2022[48]. - The Group's bank and cash balance was approximately RMB 23.6 million as of 30 June 2023, compared to approximately RMB 1.3 million as of 31 December 2022[47]. - The Group's net current liabilities improved to RMB (454,316,000) from RMB (1,226,749,000), reflecting a significant reduction in liabilities[119]. - As of June 30, 2023, net liabilities were reported at RMB (254,491,000), a reduction from RMB (1,175,335,000) at the end of 2022[96]. - The total equity attributable to the owners of the company at 30 June 2023 was RMB 1,311,619,000, up from RMB 679,186,000 at 30 June 2022[97]. Workforce and Operations - The total workforce increased to 321 as of 30 June 2023, up from 167 as of 31 December 2022[53]. - The Group plans to continue monitoring the industry and regularly review its business expansion plans to align with the best interests of the Group and its shareholders[3]. - The Group has incorporated a new subsidiary to start a new online advertising business in the second half of 2023, aiming to diversify income sources[56]. - The management is actively exploring opportunities for acquisitions of companies in Hong Kong and China to mitigate trading risks and enhance financial stability[57]. Corporate Governance and Compliance - The Board has resolved not to declare any dividend for the six months ended 30 June 2023, consistent with the previous year[79]. - The company complied with the Corporate Governance Code throughout the reporting period, except for code provision A.1.8 regarding insurance cover for directors[107]. - The Audit Committee, comprising three independent non-executive directors, oversees the financial reporting process and risk management[109]. - The Regulatory Compliance Committee ensures business operations comply with relevant laws and regulations[113]. - The company will continue to review and enhance its corporate governance practices to meet CG Code requirements[107]. Acquisitions and Investments - The acquisition of Leader Elastic Limited on April 28, 2023, involved purchasing 80.95% of its issued share capital, which is expected to enhance the production and sales of elastic webbing for bras and underwear[135]. - The total consideration for the acquisition of 80.95% equity interest in Leader Elastic Limited was approximately RMB 18,546,000[156]. - The acquisition of Leader Elastic Limited resulted in a gain on bargain purchase of RMB 7,767,000[149]. - The fair value of identifiable net assets of Leader Elastic Group at acquisition was RMB 44,908,000, with a purchase consideration of RMB 18,546,000[137]. Cash Flow and Liquidity - For the six months ended 30 June 2023, the net cash generated from operating activities was RMB 30,468,000, compared to a net cash used of RMB 3,560,000 in the same period of 2022[98]. - The company reported a net cash used in financing activities of RMB 5,370,000 for the period, compared to a net cash generated of RMB 2,015,000 in the previous year[98]. - The net cash used in investing activities was RMB 2,823,000 for the six months ended 30 June 2023, compared to a net cash generated of RMB 2,000,000 in the same period of 2022[98]. - As of June 30, 2023, the cash and cash equivalents at the end of the period were RMB 23,573,000, compared to RMB 692,000 at the end of June 2022[98].

Business Expansion - The company has established a new subsidiary to launch an online media advertising business in the second half of 2023, aiming to increase revenue sources through partnerships with mainstream media and an experienced advertising team[1]. - The company plans to expand its revenue sources through the new online media advertising business[1]. - The new advertising business is expected to enhance the company's overall revenue generation capabilities[1]. - The Group has incorporated a new subsidiary to commence a new business in advertising on online media in the second half of 2023, aiming to increase income sources[65]. Financial Performance - The Group's revenue increased by 178.0% to approximately RMB84.6 million for the six months ended 30 June 2023, compared to approximately RMB30.4 million for the same period in 2022[38]. - Loss attributable to the owners of the Company decreased from approximately RMB50.3 million for the six months ended 30 June 2022 to approximately RMB8.9 million for the six months ended 30 June 2023[27]. - Revenue from shoes and clothing amounted to approximately RMB63.1 million, representing 74.5% of total revenue for the six months ended 30 June 2023[44]. - The gross margin increased from 7.6% for the year ended 30 June 2022 to 12.8% for the year ended 30 June 2023, primarily due to increased local sales in the PRC[45]. - The increase in revenue was mainly attributed to the rise in sales demand from customers in the PRC post-COVID-19 and contributions from newly acquired subsidiaries[38]. - Gross profit for the six months ended June 30, 2023, was approximately RMB 10.8 million, with a gross profit margin of 12.8%, compared to RMB 2.3 million and 7.6% for the same period in 2022[57]. - The company reported a loss before tax of RMB 9,067,000, which is an improvement from a loss of RMB 49,658,000 in the same period last year[104]. - The net current liabilities improved to RMB (454,316,000) from RMB (1,226,749,000) year-over-year, reflecting a stronger financial position[94]. Corporate Governance - The company has confirmed compliance with the Model Code for securities transactions by directors during the review period[8]. - The Company is committed to high corporate governance standards and has complied with the Corporate Governance Code, except for code provision A.1.8 regarding insurance cover for Directors[16]. - The Company will continue to review and enhance its corporate governance practices to meet CG Code requirements[16]. - The Company has not engaged in any business that competes with its Group as of June 30, 2023, ensuring no conflicts of interest among Directors[16]. Share Capital and Transactions - An aggregate of 3,262,705,241 Scheme Shares were allotted at an issue price of HK$0.317 per share, totaling approximately HK$1,034.3 million for settlement of admitted claims[10]. - The Company successfully placed 133,690,000 Placing Shares at a price of HK$0.490 per share, raising approximately HK$64.3 million for general working capital[12]. - A second placing of 64,230,000 Placing Shares was completed at a price of HK$0.950 per share, generating net proceeds of approximately HK$60.4 million for general working capital[12]. - The company issued 3,262,741,000 scheme shares at an issue price of HK$0.317 per share, totaling approximately HK$1,034.3 million for settlement of claims[189]. Current Liabilities and Financial Position - Total current liabilities increased to RMB 588,348,000 as of June 30, 2023, compared to RMB 1,284,755,000 at the end of 2022, reflecting a reduction in financial obligations[94]. - The total current liabilities as of June 30, 2023, were RMB 224,466,000, a decrease from RMB 955,030,000 as of December 31, 2022, indicating a reduction of 76.5%[193]. - The Group's borrowings decreased to approximately RMB 244.5 million as of June 30, 2023, down from RMB 1,076.1 million as of December 31, 2022[67]. - The Group's secured bank borrowings increased to approximately RMB 171,757,000 as of June 30, 2023, compared to RMB 110,265,000 as of December 31, 2022[194]. Workforce and Training - The Group's total workforce increased to 321 employees as of June 30, 2023, compared to 167 employees as of December 31, 2022[72]. - The Group emphasizes training and development of staff, reflecting its commitment to a learning and sharing culture[72]. Dividends - The Group did not declare any dividend for the six months ended June 30, 2023, consistent with the previous year[73]. - The Board does not recommend the distribution of an interim dividend to shareholders for the six months ended June 30, 2023[197].

Financial Restructuring - The company issued a total of 3,262,705,241 shares at an issue price of HKD 0.317 per share to settle claims amounting to approximately HKD 1,034.3 million[5]. - The net liabilities after the completion of the plan are projected to be RMB (258,504) thousand, reflecting a significant reduction from RMB (1,175,335) thousand before the plan[6]. - The company’s total current liabilities before the plan were RMB 1,284,755 thousand, which decreased to RMB 489,017 thousand after the issuance of new shares[6]. - The company’s equity increased from RMB 7,753 thousand to RMB 303,253 thousand following the completion of the share issuance plan[6]. - The company raised approximately HKD 1,034.28 million through a special authorization issuance for debt repayment, with no actual cash proceeds received[52]. Loan Management - The company is negotiating with banks to extend the repayment terms of bank loans totaling RMB 11 million and RMB 49 million, originally due in January and February 2023, to January and February 2024[8]. - The company has engaged in discussions with local creditors to negotiate the extension of existing loans in Hubei and Fujian provinces[7]. - The company has successfully repaid approximately RMB 0.2 million of the outstanding debt to the Industrial and Commercial Bank of China since January 1, 2022[9]. - The company is required to pay penalty interest on overdue loans until full repayment is made, as per the bank loan agreements[33]. - As of the end of 2022, the company reported secured bank loans of approximately RMB 110.3 million and unsecured bank loans of approximately RMB 52.7 million, with overdue bank loans totaling approximately RMB 103.0 million[48]. - The overdue loans related to subsidiaries in Fujian and Hubei have been outstanding since the fiscal year ending December 31, 2017[48]. - The total principal owed by Yingfeiling and Fengtai Hubei is RMB 102.975 million, with penalty interest amounting to RMB 15.551 million, bringing the total to RMB 118.526 million[49]. - The company has not yet established any formal agreements with creditors regarding the extension of existing loans, and discussions with potential investors for fundraising are ongoing[43]. Liquidity and Cash Flow - The company has implemented measures to alleviate liquidity pressure and improve cash flow, with expectations of sufficient cash resources to meet operational funding needs over the next 12 months[2]. - The company is actively seeking additional financing channels, including the potential issuance of new shares under general or special mandates[23]. - The company is considering further fundraising activities to generate cash flow, which could be used to repay current and overdue bank loans[28]. - The company has not received any further legal actions from banks regarding overdue loans as of the announcement date[22]. - The company is assessing its ability to continue as a going concern, considering its current liquidity, performance, and available financing sources[42]. Business Development - The company is actively seeking new business opportunities as part of its ongoing strategy[12]. - The company is in discussions with various potential business partners across multiple industries, including information technology and artificial intelligence, to develop new business opportunities[24]. - The company has not yet reached any agreements with business partners, and any formal agreements will be announced at an appropriate time[36]. Audit and Compliance - The audit committee has reviewed the action plan to address the audit qualification and supports the management's view on the company's ability to continue as a going concern[16]. - The company aims to eliminate the audit qualification opinion by implementing action plans and achieving preliminary repayment agreements with creditors[28]. Acquisition Plans - The company plans to extend the completion date of an acquisition from April 14, 2023, to April 28, 2023, pending a special shareholders' meeting on April 24, 2023[53].

Financial Performance - The Group's gross profit for 2022 was approximately RMB 7.4 million, representing a gross profit margin of approximately 8.2%, an increase from RMB 3.6 million and 2.3% in 2021[3][4]. - The profit margin for sales of shoes and clothing increased to approximately 10.5% in 2022 due to the commencement of local sales of clothing products in the PRC[3][4]. - Total cost of sales for the Group in 2022 was RMB 83.1 million, compared to RMB 151.9 million in 2021, indicating a significant reduction in costs[3]. - The Group incurred a loss of approximately RMB139,836,000 for the year ended 31 December 2022, with net current liabilities and capital deficiency of approximately RMB1,226,749,000 and RMB1,175,335,000 respectively[55]. - Selling and distribution expenses increased by 95.9% from approximately RMB3.0 million in 2021 to approximately RMB5.9 million in 2022 due to hiring more sales personnel[47]. - General and administrative expenses rose by 0.9% from approximately RMB31.7 million in 2021 to approximately RMB32.0 million in 2022, primarily due to increased staff costs and legal fees[48]. - The Group's total bank and cash balance was low at RMB1,298,000 as of 31 December 2022, indicating a net operating cash outflow for the year[55]. - The Group's bank borrowings of approximately RMB162,974,000 are subject to renewal or full repayment within the next twelve months, with approximately RMB102,974,000 overdue[55]. - The Group's ability to continue as a going concern depends on securing new financing, negotiating with lenders, obtaining external funding, and generating operating cash flows[60]. - For the year ended December 31, 2022, the Group reported a loss of approximately RMB 139.84 million, with current liabilities net amounting to approximately RMB 1.23 billion and capital deficiency of about RMB 1.18 billion[86]. - The Group's cost of sales decreased by 45.3% from approximately RMB 151.9 million for the year ended December 31, 2021, to approximately RMB 83.1 million, consistent with the decline in revenue for the year[81]. - The Group's revenue primarily came from two main geographical areas: Mainland China and Korea[121]. Corporate Governance - The Board is led by Acting Chairman Mr. Li Wanyuan, who is responsible for the Group's strategic direction and objectives[2]. - The Audit Committee reviewed the Group's 2022 interim financial statements and management accounts during meetings held in 2022[32][33]. - The Regulatory Compliance Committee held one meeting in the year to discuss compliance with relevant laws and regulations in China and Hong Kong[35]. - The Group's strategy includes enhancing corporate governance practices and ensuring compliance with applicable laws and regulations[20][34]. - The Board consists of 5 members, with 1 member having overseas working experience and 2 members possessing accounting or professional qualifications[22]. - The Audit Committee reviewed the external auditor's report and confirmed no disagreements regarding the selection or appointment of external auditors[51]. - The Group is in the process of locating an internal control advisor to address identified deficiencies in its internal control system[70]. - The Nomination Committee aims to ensure board diversity, including gender diversity, and will regularly review measurable targets to achieve this[41]. - The Audit Committee reviews the independent auditor's effectiveness and independence annually, ensuring compliance with audit processes[80]. - The Regulatory Compliance Committee ensures the Group's business operations comply with relevant laws and regulations, reporting directly to the Board[85]. - The Company has received confirmations of independence from all independent non-executive Directors, ensuring compliance with Listing Rules[190]. Financing and Capital Management - The Company plans to negotiate with financial institutions for restructuring existing borrowings or obtaining new financing to alleviate liquidity pressure[87]. - The Group aims to convince lenders of defaulted borrowings not to demand immediate repayment of principal and interest[87]. - The Company intends to raise external funding by issuing new shares to potential investors[87]. - Following the completion of the scheme shares issuance on January 4, 2023, all claims owed to scheme creditors, including bondholders, will be fully discharged[87]. - The directors believe that the Group will have sufficient working capital to finance operations and meet financial obligations within twelve months from December 31, 2022[87]. - The net proceeds from the 2022 First Share Subscription amounted to approximately HK$2.42 million, intended for debt restructuring and general working capital[129]. - The Company completed a share consolidation on 8 March 2022, consolidating every 10 existing shares into 1 consolidated share[126]. - The first share subscription completed on May 11, 2022, involved the issuance of 10,455,107 shares at a subscription price of HK$0.24 per share, raising net proceeds of approximately HK$2.42 million for restructuring and working capital[166]. - The Group's treasury activities are primarily managed through deposits with financial institutions, mainly in Renminbi and Hong Kong dollars, to minimize funding costs[158]. - The Group adopts a prudent cash and financial management policy to support its working capital and capital expenditure needs[157]. Operational Performance - The Group is engaged in the sales of shoes, clothes, and the manufacturing and sale of fabrics and yarns[120]. - The Group's management measures and technology improvements led to reduced unit electricity consumption and expenses in production compared to the previous year[184]. - Other income decreased by 46.3% from approximately RMB4.0 million in 2021 to approximately RMB2.1 million in 2022, mainly due to the absence of a reversal of impairment loss recognized in 2021[175]. - The net foreign exchange loss for 2022 was approximately RMB58.2 million, primarily due to the depreciation of RMB against HKD, affecting bonds valued at approximately RMB913.2 million[176]. - The Group's rental income increased from approximately RMB0.8 million in 2021 to approximately RMB1.5 million in 2022[175]. Shareholder Relations - The Company emphasizes the importance of effective communication with shareholders to enhance investor relations and transparency[79]. - The Group did not recommend the payment of a dividend for the year ended December 31, 2022, consistent with the previous year[184]. - As of December 31, 2022, no reserves of the Company were available for distribution, the same as in 2021[185]. - The Group did not make any charitable donations during the year, maintaining the same position as in 2021[186]. - The remuneration for executive directors includes a monthly salary of HK$30,000 for Mr. Li Wanyuan and HK$20,000 for Ms. Lin Yuxi, along with management bonuses at the Board's discretion[192]. - The Group's consolidated financial statements for the year ended December 31, 2022, are detailed in the annual report, summarizing the results and assets and liabilities over the last five financial years[194].