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，並明確表示概不就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 。 Wenye Group Holdings Limited 文業集團控股有限公司 （於開曼群島註冊成立的有限公司） （股份代號：1802） 董事會會議通告 文業集團控股有限公司（「本公司」）董事會（「董事會」）謹此宣佈，董事會會議將於 2025 年 8月 29 日（星期五）舉行，藉以（其中包括）批准本公司及其附屬公司截至 2025 年 6 月 30 日止期間 之中期業績及考慮建議之中期股息（如有）。 承董事會命 文業集團控股有限公司 主席 孔國競 中國深圳，2025 年 8 月 19 日 於本公告日期，本公司董事會包括 (i) 四名執行董事，即孔國競先生（主席）、范舒穎女士（聯席主席兼⾏政總裁）、 陳宙宇先⽣（聯席主席）及彭及偉先⽣； (ii) 兩名非執⾏董事，即麥浩輝先⽣及賈園園女⼠；以及 (iii) 三名獨立非執⾏ 董事，即黃偉先⽣、⾺健凌先⽣及葉⾦⽟女⼠。 ...

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，並明確表示概不就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。 自刊發本公司截至2024年12月31日止財政年度年報中披露本公司已取得位於塞班島的一間酒 店及中國太原市的一個住宅物業項目的裝修及室內裝飾工程（合約總金額約為人民幣 182,685,882元）後，本公司再取得7個中國酒店及娛樂場所的裝修及室內裝飾以及設計項目 （合約總金額約為人民幣84,442,288元）。塞班島及太原市的項目已開始施工，截至本公告日 期仍在進行中。 WenyeGroupHoldingsLimited 文業集團控股有限公司 （於開曼群島註冊成立的有限公司） （股份代號﹕1802） 有關實施處理不發表意見行動計劃 的季度最新情況 茲提述(i)本公司日期為2024年1月2日的公告（「達成復牌指引公告」），內容有關（其中包 括）本公司為處理截至2022年12月31日止兩個財政年度全年業績中對持續經營作出不發表意 見（「不發表意見」）的行動計劃，(ii)本公司截至2024年12月31日止兩個財政年 ...

FF301 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: 文業集團控股有限公司 (於開曼群島註册成立之有限公司) 呈交日期: 2025年8月4日 第 1 頁 共 10 頁 v 1.1.1 FF301 II. 已發行股份及/或庫存股份變動 | 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) | 01802 | 說明 | | | | | | | | | | 已發行股份（不包括庫存股份）數目 | | | 庫存股份數目 | | 已發行股份總數 | | | 上月底結存 | | | | 831,600,000 | | 0 | | 831,600,000 | | 增加 / 減少 (-) | | | | | | | | | | 本月底結存 | | | | 831,600,000 | | 0 | | 831 ...

Financial Performance - The group's revenue decreased from approximately RMB 813 million for the year ended December 31, 2023, to approximately RMB 135 million for the year ended December 31, 2024[9]. - The group recorded an annual loss of approximately RMB 95,440,000 for the year ending December 31, 2024, with net current liabilities and total liabilities of approximately RMB 919,488,000 and RMB 930,442,000 respectively[18]. - The group's revenue decreased from approximately RMB 81.3 million for the year ended December 31, 2023, to approximately RMB 13.5 million for the year ended December 31, 2024, a decline of RMB 67.8 million[26][32]. - The group's gross profit fell from approximately RMB 7.1 million to approximately RMB 1.3 million, a decline of about 81.7%, while the gross profit margin increased from 8.7% to 9.5%[34]. - The annual loss increased from approximately RMB 63.5 million for the year ended December 31, 2023, to approximately RMB 95.4 million for the year ended December 31, 2024, a growth of about 50.2%[42]. - The group reported a net loss of approximately RMB 95,440,000 for the year ended December 31, 2024[194]. - Total revenue for the year ended December 31, 2024, was RMB 13,524 thousand, a significant decrease of 83.4% compared to RMB 81,343 thousand in 2023[200]. - Gross profit for 2024 was RMB 1,289 thousand, down 81.9% from RMB 7,114 thousand in 2023[200]. - Operating loss increased to RMB 74,474 thousand in 2024, compared to RMB 52,256 thousand in 2023, reflecting a 42.5% increase[200]. - Net loss before tax for 2024 was RMB 95,440 thousand, up 50.2% from RMB 63,524 thousand in 2023[200]. - Basic and diluted loss per share for the year was RMB 0.16, compared to RMB 0.11 in 2023[200]. - Financial and contract asset impairment losses increased to RMB 44,086 thousand in 2024 from RMB 27,335 thousand in 2023, representing a 61.0% rise[200]. - Overall comprehensive loss for 2024 was RMB 95,443 thousand, compared to RMB 63,520 thousand in 2023, marking a 50.2% increase[200]. Market and Business Strategy - The company plans to adopt digital tools, sustainable practices, and hybrid design styles to stand out in the market[10]. - There is a growing demand for sustainable materials and smart home technologies, providing potential growth opportunities for the company[10]. - The company emphasizes the importance of domestic consumption and the demand for high-quality lifestyles, ensuring long-term resilience[10]. - The aging housing in urban and rural areas of first and second-tier cities in China presents development potential for the company[10]. - The macroeconomic pressures and long-term weakness in the Chinese real estate market have significantly impacted new project totals[10]. - The company aims to leverage opportunities in emerging markets as disposable income increases in smaller cities[10]. - The group aims to strengthen core capabilities by focusing on high-profit sectors such as high-speed rail, airports, hospitals, and high-end hotel projects[16]. - The group plans to expand into international markets leveraging China's Belt and Road Initiative[16]. - The group is committed to digital transformation by integrating artificial intelligence (AI) in project design, site management, and budgeting to enhance efficiency and profitability[16]. - The group recognizes new opportunities in market dynamics post-industry consolidation and aims to leverage digitalization, sustainability, and globalization trends for growth[14]. Operational Challenges - The company has faced a challenging environment but is focused on survival and development amidst the difficulties in the decoration industry[9]. - The group is actively seeking new clients for interior and exterior construction decoration and design projects[19]. - The group has been in discussions with existing lenders regarding the renewal, extension, and/or repayment of overdue bank and other borrowings[19]. - The group has a strategy to optimize internal management processes to reduce costs and improve efficiency[13]. - The group is closely monitoring policy changes and industry dynamics to adjust strategies and business models accordingly[13]. - The group will continue to monitor and take proactive measures to control administrative costs through various channels, including optimizing human resources and controlling capital expenditures[27]. - The group reported a net other loss of approximately RMB 9.6 million, primarily due to litigation penalty interest provisions of RMB 14.8 million[37]. Corporate Governance - The company is committed to maintaining high standards of corporate governance and has adhered to the principles of the Corporate Governance Code since its listing[135]. - The board of directors is responsible for leading and controlling the company, overseeing business strategies and performance[137]. - The board consists of nine directors, including two executive directors, four non-executive directors, and three independent non-executive directors[139]. - The independent non-executive directors represent one-third of the board, complying with listing rules, and have confirmed their independence for the year[142]. - The company has established a governance framework that includes regular reviews of authorized functions and responsibilities, ensuring effective management oversight[138]. - The audit committee consists of three independent non-executive directors, ensuring compliance with financial reporting standards[160]. - The audit committee has reviewed significant internal audit matters and the effectiveness of the risk management and internal control systems for the year[162]. - The company has implemented a policy for handling inside information to ensure confidentiality and timely public disclosure when necessary[184]. Employee and Management Information - The group had a total of 71 employees as of December 31, 2024, down from 82 employees as of December 31, 2023[125]. - Employee costs for the year, including director remuneration, amounted to approximately RMB 7.8 million, compared to RMB 8.5 million in 2023, representing a decrease of about 8.24%[125]. - The company has maintained directors' liability insurance to provide appropriate protection for its directors[123]. - The company has implemented employee recognition and reward programs, including restricted share unit plans[127]. - The company confirmed compliance with the Corporate Governance Code for the fiscal year ending December 31, 2024[154]. Financial Position and Risks - Current liabilities amounted to approximately RMB 919,488,000, while total liabilities were about RMB 930,442,000 as of December 31, 2024[194]. - The total bank and other borrowings were approximately RMB 28,774,000 and RMB 102,437,000 respectively, with cash and cash equivalents around RMB 507,000[194]. - The company is taking measures to improve its liquidity and financial position, which are detailed in the financial statements[195]. - The effectiveness of the going concern assumption is dependent on the success of various measures, including securing funding for new projects and negotiating with creditors[195]. - The company has identified significant risks including global macroeconomic risks and regulatory compliance risks, adjusting its business development strategies accordingly to create value for shareholders[180][181].

Financial Performance - For the year ended December 31, 2024, the company's revenue decreased to RMB 13,524 thousand from RMB 81,343 thousand in 2023, representing a decline of approximately 83.4%[3] - The net loss attributable to the owners of the company increased to RMB 95,379 thousand in 2024 compared to RMB 63,469 thousand in 2023, reflecting a year-over-year increase of approximately 50.3%[5] - Basic and diluted loss per share rose to RMB 0.16 in 2024 from RMB 0.11 in 2023, indicating a worsening financial performance on a per-share basis[5] - The group recorded an annual loss of approximately RMB 95,440,000 for the year ending December 31, 2024[12] - The company reported a net loss of approximately RMB 95,379,000 for the year ended December 31, 2024, compared to a loss of RMB 63,469,000 in 2023, indicating a year-over-year increase in losses of approximately 50.5%[27] - The group reported a net loss of RMB 95.4 million for the year ending December 31, 2024, an increase of approximately 50.2% from the previous year's loss of RMB 63.5 million[51] Asset and Liability Management - Total assets decreased to RMB 195,652 thousand in 2024 from RMB 231,738 thousand in 2023, a decline of approximately 15.6%[6] - Current liabilities increased to RMB 1,115,140 thousand in 2024 from RMB 1,042,457 thousand in 2023, representing an increase of about 6.9%[6] - The company's total equity remained negative at RMB (930,442) thousand in 2024, compared to RMB (834,999) thousand in 2023, indicating continued financial distress[7] - As of December 31, 2024, the group's current liabilities and total liabilities were approximately RMB 919,488,000 and RMB 930,442,000, respectively[12] - The total liabilities as of December 31, 2024, included current liabilities of approximately RMB 919,488,000 and total borrowings of RMB 131,211,000, indicating significant financial obligations[36] - Trade payables increased to RMB 690,887,000 in 2024 from RMB 670,777,000 in 2023, indicating a rise in obligations to suppliers[33] Revenue and Profitability - Revenue from construction services for the year ending December 31, 2024, was RMB 13,524,000, a decrease of 82.8% from RMB 78,724,000 in 2023[23] - The group's gross profit decreased from RMB 7.1 million in 2023 to RMB 1.3 million in 2024, a decline of about 81.7%, although the gross margin improved from 8.7% to 9.5%[45] - The company’s employee costs decreased to RMB 7,826,000 in 2024 from RMB 8,510,000 in 2023, reflecting a reduction of approximately 8.1%[25] - Other losses netted approximately RMB 9.6 million in 2024, primarily due to litigation penalties and interest provisions amounting to RMB 14.8 million[47] Impairment and Provisions - The company reported a significant increase in financial and contract asset impairment losses, which rose to RMB 44,086 thousand in 2024 from RMB 27,335 thousand in 2023, an increase of approximately 61.0%[4] - The company recorded a significant impairment loss on trade receivables, with provisions increasing from RMB 5,197,000 in 2023 to RMB 18,871,000 in 2024[29] - Trade receivables amounted to RMB 688,722,000 in 2024, slightly down from RMB 689,269,000 in 2023, with a provision for losses of RMB 638,091,000, resulting in a net trade receivables of RMB 50,631,000[29] Strategic Focus and Future Plans - The group is actively seeking new clients for interior and exterior construction decoration and design projects[12] - The group aims to secure new funding through various channels, including issuing new shares and attracting potential investors[12] - The group plans to enhance operational resilience and adapt to market changes through strategic adjustments, focusing on digitalization, sustainability, and globalization[40][41] - The group aims to expand into high-profit sectors such as high-speed rail, airports, hospitals, and high-end hotels, leveraging the Belt and Road Initiative for international market expansion[42] - The group is implementing AI in project design and management to improve efficiency and profitability while optimizing supply chains to mitigate material price volatility risks[42] Liquidity and Going Concern - Cash and cash equivalents were reported at approximately RMB 507,000 as of December 31, 2024, highlighting liquidity challenges[36] - The group believes it has sufficient operating funds to meet its financial obligations for the next twelve months[13] - The company has faced significant uncertainties regarding its ability to continue as a going concern due to ongoing losses and high levels of debt[36] Corporate Governance and Compliance - The audit committee, comprising all independent non-executive directors, reviewed the group's annual performance as of December 31, 2024[70] - The board of directors did not recommend the distribution of a final dividend for the year ending December 31, 2024[61] - The group did not incur any income tax expenses due to its overseas revenue, thus no provision for Hong Kong profits tax is required[24] - The group operates primarily in China, with most transactions settled in RMB, and did not engage in any hedging activities during the year[62] - There were no significant events occurring after December 31, 2024, up to the date of this announcement[63]

Financial Performance - The company's revenue decreased from approximately RMB 62.4 million in the first half of 2023 to approximately RMB 13.5 million in the first half of 2024, a decline of about 78.3%[11]. - The cost of sales dropped from approximately RMB 58.0 million in the first half of 2023 to approximately RMB 12.7 million in the first half of 2024, a reduction of about 78.1%[14]. - Gross profit fell from approximately RMB 4.4 million in the first half of 2023 to approximately RMB 0.8 million in the first half of 2024, a decrease of about 81.8%[15]. - The gross margin decreased to 5.9% in the first half of 2024, primarily due to a reduction in the number of maintenance projects and lower profit margins[15]. - The net loss for the period increased from approximately RMB 4.7 million in the first half of 2023 to approximately RMB 21.7 million in the first half of 2024, mainly due to lower project profit margins[18]. - For the six months ended June 30, 2024, the company reported revenue of RMB 13,524 thousand, a decrease from RMB 62,404 thousand in the same period of 2023, representing a decline of approximately 78.3%[43]. - The gross profit for the same period was RMB 797 thousand, significantly lower than RMB 4,368 thousand in the prior year, indicating a decline of about 81.7%[43]. - The company incurred a loss before tax of RMB 21,692 thousand for the six months ended June 30, 2024, compared to a loss of RMB 4,686 thousand in the same period of 2023, reflecting an increase in losses of approximately 362.5%[43]. - Total comprehensive loss for the period was RMB 21,689 thousand, compared to RMB 4,686 thousand in the previous year, marking an increase of about 362.5%[43]. Assets and Liabilities - The company's total assets as of June 30, 2024, were RMB 238,995 thousand, a slight increase from RMB 231,738 thousand as of December 31, 2023[46]. - Current liabilities increased to RMB 1,080,787 thousand as of June 30, 2024, compared to RMB 1,042,457 thousand at the end of 2023, representing an increase of approximately 3.7%[46]. - The company's equity attributable to owners decreased to RMB (858,397) thousand as of June 30, 2024, from RMB (836,715) thousand at the end of 2023, indicating a decline of about 2.0%[47]. - The company reported a basic and diluted loss per share of RMB (0.04) for the six months ended June 30, 2024, compared to RMB (0.01) in the same period of 2023[43]. - The company had cash and cash equivalents of RMB 952 thousand as of June 30, 2024, compared to RMB 177 thousand at the end of 2023, showing an increase of approximately 437.3%[46]. - The company’s trade and other receivables increased to RMB 148,853 thousand as of June 30, 2024, from RMB 122,694 thousand at the end of 2023, reflecting an increase of about 21.3%[46]. - The company reported a pre-tax loss of RMB 21,692,000 for the six months ended June 30, 2024, compared to a loss of RMB 4,686,000 for the same period in 2023[51]. - Total current liabilities as of June 30, 2024, amounted to RMB 841,792,000, with total borrowings of RMB 28,774,000 and RMB 100,772,000[54]. - The company is facing 232 lawsuits due to its inability to repay outstanding bank loans and trade payables, with expected cash outflows of approximately RMB 58,221,000[54]. Shareholder Information - Major shareholders include 招商永隆信託有限公司 and 安碧有限公司, each holding 12.52% of the issued share capital, totaling 74,367,150 shares[32]. - 謙信有限公司 and Fanshaozhou Holdings Limited each hold 9.26% of the issued share capital, amounting to 55,017,150 shares[32]. - Wenye Elite Holdings Limited holds 12.12% of the issued share capital with 72,000,000 shares[32]. - The total number of issued shares is 594,000,000[33]. - The board did not recommend an interim dividend for the period ending June 30, 2024[24]. - No dividends were recommended for the six months ended June 30, 2024, and 2023[91]. Business Strategy and Future Outlook - The company plans to strengthen its business in high-speed rail, airports, hospitals, hotels, and other projects where it has a strong track record[12]. - The company aims to explore overseas business opportunities through the "Belt and Road" initiative[12]. - The company is seeking to optimize project management processes and enhance supply chain management to reduce procurement costs[12]. - The company is looking for opportunities in emerging industries such as healthcare, infrastructure, green energy, and urban renewal[12]. Corporate Governance - The company has complied with all corporate governance code provisions, except for the separation of the roles of Chairman and CEO[36]. - The audit committee reviewed the unaudited consolidated interim financial information for the six months ending June 30, 2024[40]. - The company will publish all financial and related information on the Hong Kong Stock Exchange and its own website in a timely manner[41]. - The company is committed to maintaining high-quality corporate governance and will continue to enhance its practices[36]. Financial Management and Reporting - The company has adopted new and revised Hong Kong Financial Reporting Standards effective from January 1, 2022, with no significant impact on its financial statements[57]. - The group assesses control based on existing rights that provide the ability to direct relevant activities and influence returns, considering potential voting rights[58]. - The group recognizes revenue based on the percentage of completion of individual construction contracts, which is determined by the ratio of total costs incurred to estimated budgeted costs[78]. - The group applies a simplified approach for expected credit losses on trade receivables and contract assets, allowing for the use of lifetime expected loss provisions[80]. - The group maintains a policy of regularly monitoring current and expected liquidity needs to ensure sufficient cash reserves for short-term and long-term requirements[80]. - The capital management objective is to ensure the group's ongoing viability while providing returns to shareholders and maintaining an optimal capital structure to enhance shareholder value[80]. Legal and Compliance Issues - The company has recognized a provision for litigation penalties amounting to RMB 5,726,000 as of June 30, 2024, compared to zero in the same period in 2023[87]. - The company is actively seeking new clients and negotiating with lenders to restructure overdue loans as part of its financial recovery plan[54]. - The company has initiated discussions with creditors for debt restructuring to address outstanding payables and pending litigation[54]. Debt and Financing - As of June 30, 2024, the group's bank borrowings remained at approximately RMB 28.8 million, with all borrowings due within one year[20]. - The company reported a net financing cost of RMB (6,993,000) for the six months ended June 30, 2024, compared to RMB (5,575,000) for the same period in 2023, indicating an increase in financing costs[88]. - The company has secured bank financing of RMB 28,774,000, unchanged from December 31, 2023, with collateral provided by certain trade receivables and personal guarantees from shareholders[109]. - The aging analysis of trade payables indicates that RMB 438,411,000 is overdue for more than three years as of June 30, 2024, compared to RMB 296,491,000 at the end of 2023, representing an increase of approximately 47.8%[107].

Financial Performance - Revenue for the first half of 2024 was RMB 13,524,000, a significant decrease of 78.3% compared to RMB 62,404,000 in the first half of 2023[2] - Gross profit margin decreased to 5.9% in the first half of 2024 from 7.0% in the same period of 2023[2] - The loss attributable to equity holders for the first half of 2024 was RMB 21,685,000, compared to a loss of RMB 4,686,000 in the first half of 2023[2] - Basic and diluted loss per share for the first half of 2024 was RMB 0.04, compared to RMB 0.01 in the first half of 2023[2] - The group's revenue for the six months ended June 30, 2024, was RMB 13,524,000, a decrease of 78.3% compared to RMB 61,898,000 for the same period in 2023[12] - The group reported a basic loss per share of approximately RMB 21,685,000 for the six months ended June 30, 2024, compared to RMB 4,686,000 for the same period in 2023[15] - Revenue for the six months ended June 30, 2024, decreased to approximately RMB 135 million from RMB 624 million for the same period in 2023, representing a decline of about 78.4%[31] - The company's revenue decreased from approximately RMB 62.4 million in the first half of 2023 to approximately RMB 13.5 million in the first half of 2024, a reduction of about 78.3% due to the ongoing weakness in the Chinese real estate market[33] - The cost of sales fell from approximately RMB 58.0 million in the first half of 2023 to approximately RMB 12.7 million in the first half of 2024, a decrease of about 78.1%, consistent with the revenue decline[34] - Gross profit decreased from approximately RMB 4.4 million in the first half of 2023 to approximately RMB 0.8 million in the first half of 2024, a decline of about 81.8%, with a gross margin of 5.9% in the first half of 2024[35] - The net loss for the period increased from approximately RMB 4.7 million in the first half of 2023 to approximately RMB 21.7 million in the first half of 2024, primarily due to lower project profit margins[38] Current Liabilities and Financial Position - Total current liabilities as of June 30, 2024, were RMB 1,080,787,000, an increase from RMB 1,042,457,000 as of December 31, 2023[4] - The net current liabilities amounted to RMB 841,792,000 as of June 30, 2024, compared to RMB 810,719,000 as of December 31, 2023[4] - The total amount of bank and other borrowings as of June 30, 2024, was RMB 100,772,000, with cash and cash equivalents amounting to RMB 952,000[7] - Trade receivables as of June 30, 2024, amounted to RMB 688,197,000, slightly down from RMB 689,269,000 as of December 31, 2023[17] - The net amount of trade receivables after provisions was RMB 68,977,000 as of June 30, 2024, compared to RMB 70,049,000 as of December 31, 2023[17] - The group has a high concentration of trade receivables, with a significant portion being overdue for more than three years, amounting to RMB 104,450,000 as of June 30, 2024[18] - Trade and other receivables increased by 21.2% from approximately RMB 123.1 million on December 31, 2023, to approximately RMB 149.2 million on June 30, 2024[38] - Trade and other payables totaled RMB 839,783 thousand as of June 30, 2024, compared to RMB 818,401 thousand as of December 31, 2023[28] - Trade and other payables increased by 2.6% from approximately RMB 818.4 million on December 31, 2023, to approximately RMB 839.8 million on June 30, 2024[39] Company Strategy and Operations - The company is actively seeking new clients and negotiating with lenders regarding overdue bank loans and other debts[8] - The company is exploring potential new funding sources, including issuing new shares and seeking new investors[8] - The company plans to strengthen its market share in high-speed rail, airports, hospitals, and hotels, leveraging its established track record in these areas[32] - The company aims to explore overseas business opportunities through the "Belt and Road" initiative[32] - The company is enhancing its accounts receivable collection processes to recover overdue accounts more effectively[32] - The company faced challenges due to a sluggish real estate market, impacting its overall business performance[31] Corporate Governance and Compliance - The company has fully complied with the corporate governance code, ensuring high standards of ethical conduct, transparency, and accountability[49] - The roles of Chairman and CEO are currently held by the same individual, Mr. Fan Shaozhou, who has extensive experience in the decoration and engineering industry[50] - The company has adopted the standard code of conduct for securities trading by directors and confirmed compliance for the six months ending June 30, 2024[51] - The audit committee, consisting of all independent non-executive directors, has reviewed the group's interim performance for the six months ending June 30, 2024[52] - The interim results announcement and report will be published on the Stock Exchange and the company's website, containing all required information[53] Legal and Regulatory Matters - The company is facing significant uncertainty regarding its ability to continue as a going concern due to ongoing litigation and financial difficulties[7] - The company received a petition for liquidation due to inability to repay debts, but the High Court has since revoked the petition and canceled the hearing scheduled for August 14, 2024[47] Share Issuance and Financial Reporting - The company proposed to issue 237,600,000 new shares at a subscription price of HKD 0.055 per share, with total subscription proceeds of approximately HKD 13.068 million[45] - The group has adopted all new and revised Hong Kong Financial Reporting Standards effective from January 1, 2022, with no significant impact on the financial statements[9] - The group has not applied new Hong Kong Financial Reporting Standards that have been issued but are not yet effective, which are not expected to have a significant impact on the financial statements[10] - The company did not engage in any significant investments, acquisitions, or disposals in the first half of 2024[43]

Financial Performance - The group's revenue decreased from approximately RMB 378.1 million for the year ended December 31, 2022, to approximately RMB 81.3 million for the year ended December 31, 2023, reflecting a significant decline[12]. - The company reported a loss of approximately RMB 63.5 million for the year ending December 31, 2023, with current liabilities totaling RMB 810.7 million and total liabilities of RMB 835 million[24]. - The group's gross profit decreased from approximately RMB 23.6 million for the year ended December 31, 2022, to approximately RMB 7.1 million for the year ended December 31, 2023, a decline of about 69.9%[38]. - The group's annual loss decreased from approximately RMB 193.6 million for the year ended December 31, 2022, to approximately RMB 63.5 million for the year ended December 31, 2023, a decline of about 67.2%[46]. - The company's cost of sales decreased from approximately RMB 354.5 million for the year ended December 31, 2022, to approximately RMB 74.2 million for the year ended December 31, 2023, aligning with the revenue decline[37]. - Other income for the year ended December 31, 2023, was approximately RMB 2.0 million, primarily from the sale of investment properties[39]. - The net other losses for the year ended December 31, 2023, amounted to approximately RMB 4.5 million, mainly due to litigation penalty interest provisions[40]. - Sales and marketing expenses decreased from approximately RMB 3.1 million for the year ended December 31, 2022, to approximately RMB 73,000 for the year ended December 31, 2023, a decline of 97.6%[41]. - General and administrative expenses decreased from approximately RMB 35.3 million for the year ended December 31, 2022, to approximately RMB 27.2 million for the year ended December 31, 2023, a decline of about 22.9%[42]. - The net impairment losses on financial and contract assets decreased from approximately RMB 166.1 million for the year ended December 31, 2022, to approximately RMB 27.3 million for the year ended December 31, 2023, a decline of about 83.6%[45]. - Trade and other receivables decreased from approximately RMB 165.4 million as of December 31, 2022, to approximately RMB 123.1 million as of December 31, 2023, a decline of 25.6%[47]. - The group's total assets as of December 31, 2023, were approximately RMB 239.8 million, down from RMB 301.0 million as of December 31, 2022[62]. Market Environment - The company operates in a challenging environment due to the ongoing downturn in China's real estate market, which has adversely affected the decoration industry[12]. - The group has faced challenges in recovering from the prolonged downturn in the decoration industry, which is closely linked to the real estate sector[12]. - The average annual compound growth rate for the decoration industry in China over the past five years is approximately 6.81%, with the total output value of construction decoration exceeding RMB 5.5 trillion in 2022, suggesting substantial growth potential in the market[16]. Business Strategy and Development - The company aims to ensure survival and seek development amidst the difficult market conditions[12]. - The company plans to deepen its focus in key sectors such as high-speed rail, airports, hospitals, and hotels, while leveraging the Belt and Road Initiative to expand overseas operations[22]. - The company aims to enhance its internal capabilities and competitiveness by improving accounts receivable recovery and financial management[22]. - A new business model will be implemented to identify new growth points, including the introduction of an industry internet SaaS service platform and a smart construction site system based on BIM technology[22]. - The company is actively seeking new funding through various channels, including issuing new shares and seeking new financing from potential investors, with a minimum consideration of RMB 20 million[28]. - The company plans to explore new markets beyond existing growth points and aims to leverage opportunities from the Belt and Road Initiative for overseas business expansion[35]. - The company intends to enhance its capabilities and competitiveness by improving accounts receivable recovery and financial management[35]. - The company aims to transform its business model and implement a SaaS service platform to address industry pain points and achieve performance growth[35]. Corporate Governance and Management - The management team has undergone several changes, with key personnel resigning and new appointments made throughout 2023[3][4]. - The group has established various committees to manage risks and ensure compliance with regulations, thereby minimizing operational risks[14]. - The company has a strong management team with extensive experience in project management and corporate governance, including Mr. Kong, who has over 20 years in social enterprise and corporate management[66]. - The company is committed to maintaining high standards of corporate governance and has adhered to the Corporate Governance Code since its listing[152]. - The board consists of eight directors, including two executive directors, three non-executive directors, and three independent non-executive directors[157]. - The company has established a governance framework to ensure effective internal controls and risk management systems are implemented[156]. - The audit committee reviewed the audited consolidated financial statements for the fiscal year ending December 31, 2023[188]. - The audit committee confirmed that the financial statements were prepared in compliance with applicable accounting standards and requirements, ensuring adequate disclosure[187]. - The company has implemented a risk management and internal control system, which was reviewed for effectiveness during the fiscal year 2023[187]. - The company has purchased liability insurance for all directors and senior management to minimize risks during the performance of their duties[180]. Employee and Social Responsibility - The group had a total of 82 employees as of December 31, 2023, down from 141 employees as of December 31, 2022[137]. - Employee costs for the year, including director remuneration, amounted to approximately RMB 8.5 million, a decrease from approximately RMB 20.7 million in 2022[137]. - The company has been actively involved in charitable work, enhancing its corporate social responsibility profile[66]. - The group has not made any charitable donations during the year ending December 31, 2023[98]. - The company emphasizes gender diversity in hiring senior staff and aims to provide appropriate training and development opportunities[195]. Shareholder Information - The board did not recommend the distribution of a final dividend for the year ended December 31, 2023[56]. - The company has no distributable reserves available for shareholders as of December 31, 2023[93]. - The company has adopted a dividend policy on December 21, 2019, which allows for the distribution of dividends based on the group's actual and expected financial performance[197]. - The board may declare dividends semi-annually or at other intervals as deemed appropriate, based on distributable profits[200]. - The board has the authority to declare special dividends for any class of shares at its discretion[200]. - The company will continuously review its dividend policy and reserves the right to update or modify it at any time[200]. - There is no legal commitment for the company to pay dividends at any specific amount or time[200]. Risk Management - The group faces significant risks related to the concentration of operations and assets in China, which may be adversely affected by political, social, economic, and legal changes[81]. - The group has identified financial risks including foreign exchange, interest rate, credit, and liquidity risks, with management policies detailed in the financial statements[82]. - The group emphasizes the importance of internal controls and risk management in its operational strategy[70].

Financial Performance - The company's revenue for the year ended December 31, 2023, was RMB 81,343,000, a decrease of 78.5% compared to RMB 378,119,000 in 2022[3]. - Revenue from construction services was RMB 78,724,000, down 78.3% from RMB 363,506,000 in 2022[24]. - Revenue from design services was RMB 2,619,000, a decline of 82.1% from RMB 14,613,000 in 2022[24]. - The company reported a net loss of RMB 63,469,000 for 2023, compared to a net loss of RMB 193,360,000 in 2022[32]. - The net loss for the year decreased from approximately RMB 193.6 million in 2022 to about RMB 63.5 million in 2023, a reduction of approximately 67.2%[65]. - The company's gross profit fell from approximately RMB 23.6 million in 2022 to about RMB 7.1 million in 2023, a decrease of approximately 69.9%[57]. - Other income recorded for the year ending December 31, 2023, was approximately RMB 2.0 million, primarily from the sale of investment properties[59]. Financial Position - Total assets less current liabilities as of December 31, 2023, amounted to RMB (802,705,000), compared to RMB (753,285,000) in 2022[9]. - The company's current liabilities net amounted to RMB (810,719,000) as of December 31, 2023, compared to RMB (768,224,000) in 2022[9]. - Cash and cash equivalents were reported at RMB 177,000 as of December 31, 2023, down from RMB 344,000 in 2022[42]. - As of December 31, 2023, the group's bank borrowings amounted to approximately RMB 288 million, a decrease from RMB 362 million in 2022[69]. - The current ratio as of December 31, 2023, was 22.2%, down from 27.1% in 2022, indicating a decline in liquidity[71]. - The asset-liability ratio as of December 31, 2023, was (16.1%), an improvement from (18.6%) in 2022, reflecting a decrease in net debt[71]. Operational Challenges - The company is facing significant uncertainty regarding its ability to continue as a going concern due to its financial situation[15]. - The company has outstanding overdue bank loans totaling approximately RMB 28,774,000, with ongoing negotiations for settlement arrangements[49]. - The provision for contract asset impairment increased to RMB 700,231,000 in 2023 from RMB 675,123,000 in 2022, indicating potential risks in receivables[39]. - The company is in discussions with potential investors to secure new funding to support its operations, although no agreements have been finalized[49]. Strategic Initiatives - The company has been actively seeking new clients and negotiating extensions for overdue bank loans and other borrowings[17]. - The company is exploring potential new funding sources, including issuing new shares and seeking new investors[17]. - The company plans to expand into sectors such as high-speed rail, airports, hospitals, and hotels, and aims to leverage the "Belt and Road" initiative for overseas business development[54]. - The company intends to enhance its capabilities and competitiveness by improving project receivables collection and financial management[54]. - The company aims to transform its business model and explore new growth points through the implementation of an industry internet SaaS service platform[54]. Corporate Governance - The company did not recommend any dividends for the years ended December 31, 2023, and 2022[31]. - The board did not recommend the distribution of a final dividend for the year ended December 31, 2023[76]. - The company fully complied with the corporate governance code, although there was a deviation regarding the separation of the roles of chairman and CEO[81][82]. Other Financial Metrics - Basic and diluted loss per share for 2023 was RMB 0.11, compared to RMB 0.33 in 2022[7]. - Trade receivables amounted to RMB 689,269,000 in 2023, slightly down from RMB 692,882,000 in 2022[35]. - Trade and other receivables decreased from approximately RMB 165.4 million in 2022 to about RMB 123.1 million in 2023, a decline of 25.6%[66]. - Trade payables decreased to RMB 670,777,000 in 2023 from RMB 711,132,000 in 2022, reflecting improved cash management[44]. - Trade and other payables decreased by 2.2% from approximately RMB 837.0 million in 2022 to about RMB 818.4 million in 2023[67]. - The total contract assets amounted to RMB 786,811,000, a slight increase from RMB 769,517,000 in 2022[39]. - The total contract liabilities increased to RMB 63,601,000 in 2023 from RMB 52,209,000 in 2022, indicating a rise in customer prepayments[41]. - The company secured 7 new project contracts in 2023, totaling a contract value of RMB 1.6 million, while 85 ongoing projects had a total contract value of RMB 524.4 million[52].

Financial Performance - The company's revenue for the year ended December 31, 2023, was RMB 81,343,000, a decrease of 78.5% compared to RMB 378,119,000 in 2022[3]. - Revenue from construction services was RMB 78,724,000, down 78.3% from RMB 363,506,000 in 2022[24]. - Revenue from design services was RMB 2,619,000, a decline of 82.1% from RMB 14,613,000 in 2022[24]. - The company's gross profit fell from approximately RMB 23.6 million in 2022 to RMB 7.1 million in 2023, a decrease of about 69.9%[57]. - Other income recorded for the year ending December 31, 2023, was approximately RMB 2.0 million, primarily from the sale of investment properties[59]. - The net loss for the year decreased from approximately RMB 193.6 million in 2022 to RMB 63.5 million in 2023, a reduction of about 67.2%[65]. - Basic and diluted loss per share was RMB 0.11, compared to RMB 0.33 in 2022[7]. Financial Position - Total assets less current liabilities amounted to RMB (802,705,000) as of December 31, 2023, compared to RMB (753,285,000) in 2022[9]. - The company reported a net current liability of RMB (810,719,000) as of December 31, 2023, compared to RMB (768,224,000) in 2022[9]. - Trade receivables amounted to RMB 689,269,000 in 2023, slightly down from RMB 692,882,000 in 2022[35]. - The company reported a net loss of approximately RMB 63,524,000 for the year ended December 31, 2023, with current liabilities totaling RMB 810,719,000[47]. - Cash and cash equivalents were reported at RMB 177,000 as of December 31, 2023, down from RMB 344,000 in 2022[42]. - The current ratio as of December 31, 2023, was 22.2%, down from 27.1% in 2022, while the debt-to-equity ratio improved to (16.1%) from (18.6%) in the previous year[71]. Liabilities and Borrowings - The company reported a total bank and other borrowings of approximately RMB 28,774,000 and RMB 98,649,000, respectively, as of December 31, 2023[14]. - The company has outstanding overdue bank loans amounting to RMB 28,774,000, with ongoing negotiations for settlement arrangements[49]. - The company has been negotiating with lenders regarding the extension of overdue bank loans and other borrowings[17]. - The group had no significant investments or acquisitions during the year ended December 31, 2023[72]. - Trade payables decreased to RMB 670,777,000 in 2023 from RMB 711,132,000 in 2022, indicating a reduction of approximately 5.7%[44]. Business Operations and Strategy - The company is actively seeking new clients and exploring potential new funding sources, including issuing new shares and engaging with potential investors[17]. - The company is facing significant uncertainty regarding its ability to continue as a going concern due to its financial situation[15]. - The company plans to expand into sectors such as high-speed rail, airports, hospitals, and hotels, and aims to leverage the "Belt and Road" initiative for overseas business development[54]. - The company intends to enhance its capabilities and competitiveness by improving project receivables collection and financial management[54]. - The company aims to transform its business model and explore new growth points through the implementation of an industry internet SaaS service platform[54]. - The company secured 7 new project contracts in 2023, totaling a contract value of RMB 1.6 million, while 85 ongoing projects had a total contract value of RMB 524.4 million[52]. Corporate Governance and Compliance - The group maintained a strong commitment to corporate governance, fully complying with the corporate governance code throughout the year[81]. - The group has no capital commitments as of December 31, 2023[74]. - The group did not engage in any purchase, sale, or redemption of its listed securities during the year ended December 31, 2023[80]. - There were no significant contingent liabilities as of December 31, 2023[75]. - There were no post-balance sheet events reported after December 31, 2023, up to the date of this announcement[78]. Taxation and Accounting - The company’s income tax rate for domestic and foreign enterprises is 25%[26]. - The company’s deferred tax expense was zero for 2023, compared to RMB 172,000 in 2022[26]. - The company has not applied new accounting standards that have been issued but are not yet effective, which are not expected to have a significant impact on the financial statements[19].