Wood-Related Business Performance - Revenue from wood-related business increased from approximately HK$96.9 million in H1 2023 to approximately HK$170.3 million in H1 2024[10] - Revenue from processing and distribution of furniture wood reached approximately HK$152.5 million in H1 2024, up from approximately HK$81.0 million in H1 2023[13] - The Group's core wood-related business includes wood management, distribution, processing, and sale of antique-style wood furniture[10] - China Wood Green Resources (Shenzhen) Co., Limited (CWGreen) is the main operating company for the Group's wood-related business, focusing on supply chain management and processing/distribution of furniture woods[13] - Revenue from furniture wood processing and distribution reached approximately HK$152.5 million, up from HK$81 million in the 2023 interim period[14] - Revenue from manufacturing and sales of antique-style wood furniture and other wooden products amounted to approximately HK$17.8 million, compared to HK$15.9 million in the 2023 interim period[15] - The company plans to continue developing and expanding its core wood-related business, including furniture wood processing and distribution, as well as antique-style wood furniture manufacturing[18] - Revenue increased by 71% to approximately HK$175.1 million compared to HK$102.3 million in the previous period, driven by growth in wood-related business turnover from HK$96.9 million to HK$170.3 million[48][49] - Wood-related business segment revenue increased significantly to HKS 170,268 thousand in H1 2024 from HKS 96,938 thousand in H1 2023, a growth of 75.6%[141] Financial Performance and Metrics - Gross profit decreased by 30% to HK$15.5 million, with gross profit margin dropping from 21.6% to 8.9% due to market slowdown in wood-related business[50] - Cost of sales and services rendered increased by 99% to HK$159.6 million, primarily due to higher sales volume of wood products[50] - Administrative expenses rose by 45% to HK$14.8 million, while selling and distribution expenses decreased to HK$0.1 million[52][55] - Finance costs significantly reduced from HK$64.7 million to HK$1.2 million following the debt restructuring scheme effective in July 2023[53][57] - Cash and cash equivalents stood at HK$0.7 million as of 30 June 2024, down from HK$3.5 million at the end of 2023[53] - Bank and other borrowings increased to HK$17.9 million as of 30 June 2024, up from HK$14.1 million at the end of 2023[53] - Revenue for the six months ended 30 June 2024 increased to HK$175.09 million, up from HK$102.26 million in the same period in 2023, representing a growth of 71.2%[109] - Gross profit for the six months ended 30 June 2024 decreased to HK$15.52 million, down from HK$22.11 million in the same period in 2023, a decline of 29.8%[109] - Loss before tax for the six months ended 30 June 2024 was HK$552,000, significantly reduced from HK$53.40 million in the same period in 2023[109] - Loss for the period attributable to owners of the company was HK$2.36 million, compared to HK$58.21 million in the same period in 2023[109] - Total comprehensive income for the period was a loss of HK$2.29 million, compared to a loss of HK$63.79 million in the same period in 2023[110] - Total non-current assets as of 30 June 2024 were HK$24.94 million, down from HK$32.21 million as of 31 December 2023[111] - Total current assets as of 30 June 2024 were HK$66.95 million, down from HK$96.09 million as of 31 December 2023[111] - Total current liabilities as of 30 June 2024 were HK$128.57 million, down from HK$160.28 million as of 31 December 2023[112] - Net liabilities as of 30 June 2024 were HK$44.01 million, compared to HK$41.71 million as of 31 December 2023[112] - Capital deficiency as of 30 June 2024 was HK$44.01 million, compared to HK$41.71 million as of 31 December 2023[112] - The company reported a net cash used in operating activities of HK$4.267 million for the six months ended 30 June 2024, compared to a net cash generated from operating activities of HK$32.642 million in the same period in 2023[117] - The company's net cash generated from financing activities was HK$1.390 million for the six months ended 30 June 2024, a significant decrease from HK$16.496 million in the same period in 2023[118] - The company's cash and cash equivalents at the end of the period were HK$701 thousand, a sharp decline from HK$50.781 million at the end of the same period in 2023[118] - The company's total equity decreased to HK$44.005 million as of 30 June 2024, compared to HK$1.466 billion as of 30 June 2023[113][114] - The company's accumulated losses increased to HK$200.421 million as of 30 June 2024, compared to HK$2.596 billion as of 30 June 2023[113][114] - The company's foreign currency translation reserve decreased to HK$5.801 million as of 30 June 2024, compared to HK$642 thousand as of 30 June 2023[113][114] - The company's non-controlling interests decreased to HK$0 as of 30 June 2024, compared to HK$12.349 million as of 30 June 2023[113][114] - The company's share capital remained unchanged at HK$34.273 million as of 30 June 2024, compared to HK$68.515 million as of 30 June 2023[113][114] - The company's share premium remained unchanged at HK$127.944 million as of 30 June 2024, compared to HK$1.059 billion as of 30 June 2023[113][114] - The company's capital reserve decreased to HK$0 as of 30 June 2024, compared to HK$14.593 million as of 30 June 2023[113][114] - The Group incurred a loss of HK$2,361,000 for the six months ended 30 June 2024[138] - As of 30 June 2024, the Group had net current liabilities of approximately HK$61,621,000 and net liabilities of approximately HK$44,005,000[138] - The Group's bank and other borrowings amounted to approximately HK$17,913,000 as of 30 June 2024[138] - The Group's provision of claims amounted to approximately HK$47,612,000 as of 30 June 2024[138] - The Group's total cash and bank balances were approximately HK$701,000 as of 30 June 2024[138] - Total segment revenue for the group rose to HKS 175,090 thousand in H1 2024 from HKS 102,259 thousand in H1 2023, an increase of 71.2%[141] - Total assets decreased to HKS 91,894 thousand as of 30 June 2024 from HKS 128,298 thousand as of 31 December 2023, a reduction of 28.4%[142] - Total liabilities decreased to HKS 135,899 thousand as of 30 June 2024 from HKS 170,009 thousand as of 31 December 2023, a reduction of 20.1%[142] - Revenue from external customers in the PRC increased to HKS 157,247 thousand in H1 2024 from HKS 102,259 thousand in H1 2023, a growth of 53.7%[146] - Revenue from external customers in Hong Kong was HKS 17,843 thousand in H1 2024, compared to no revenue in H1 2023[146] - Non-current assets as of 30 June 2024 (unaudited) amounted to HK$24,944 million, compared to HK$32,210 million as of 31 December 2023 (audited)[147] - Revenue for the six months ended 30 June 2024 was HK$175,090 thousand, a significant increase from HK$102,259 thousand in the same period in 2023[150] - The Group recorded no customer contributing 10% or more of total revenue during the reporting period, compared to one such customer in the 2023 interim period[148][149] - Cost of inventories sold and services rendered for the six months ended 30 June 2024 was HK$159,488 thousand, more than double the HK$75,033 thousand in the same period in 2023[152] - The Group's loss before tax for the six months ended 30 June 2024 was HK$2,361,000, a significant improvement from the HK$58,210,000 loss in the same period in 2023[156] - Total tax charge for the six months ended 30 June 2024 was HK$1,809 thousand, compared to HK$4,807 thousand in the same period in 2023[153] - The Board did not recommend payment of an interim dividend for the six months ended 30 June 2024, consistent with the 2023 interim period[156] - Trade receivables decreased from HK$7,889,000 in December 2023 to HK$6,063,000 in June 2024, a reduction of 23.1%[157] - Allowance for expected credit losses (ECLs) remained unchanged at HK$2,532,000 from December 2023 to June 2024[157] - Trade receivables within 90 days decreased significantly from HK$3,705,000 in December 2023 to HK$1,173,000 in June 2024, a 68.3% drop[158] - Trade payables over 365 days increased sharply from HK$79,000 in December 2023 to HK$2,224,000 in June 2024, a 2715.2% increase[159] Business Diversification and Strategic Plans - The company is actively assessing the viability of business diversification, including opportunities in the functional food and beverage industry and the health and beauty industry in China[21] - The company is considering discontinuing the car rental business to allocate resources to more promising areas such as functional food and beverage, and health and beauty businesses[22] - The company is contemplating fundraising exercises to finance potential new business opportunities[22] - No definitive decisions or agreements have been reached regarding new business opportunities or potential fundraising exercises[23] - The company is exploring strategic cooperation opportunities with real estate developers, high-end furniture retailers, and logistics management service providers to expand its wood-related business[21] Debt Restructuring and Capital Reorganization - The company has implemented a court-supervised provisional liquidation regime in the Cayman Islands to facilitate financial restructuring[25] - The Company's authorized share capital is HK$200,000,000 divided into 20,000,000,000 New Shares of HK$0.01 each, and the issued and fully paid-up capital is HK$3,425,728.57 divided into 342,572,857 New Shares of HK$0.01 each following the Capital Reorganization[34] - The Investor conditionally agreed to subscribe for 2,260,980,856 New Shares at an issue price of HK$0.044 per share, totaling approximately HK$99.5 million[34][36] - The Scheme involves a Cash Bonus of HK$50,000,000 to be distributed proportionally to creditors with recognized claims[39] - The Capital Reorganization became effective on 17 May 2023 after fulfilling all conditions, including court approvals and stock exchange listing permissions[33] - The Scheme was approved by the requisite statutory majorities of creditors at the Scheme Meeting held on 11 March 2022[29][32] - The Funding Agreement dated 31 December 2020, providing financial support for the Company's business development, was sanctioned by the Cayman Court on 17 October 2022[30][32] - The Whitewash Waiver was granted by the SFC on 22 August 2022, conditional on no acquisition or disposal of voting rights by the Investor and its concert parties during the specified period[31][32] - The Scheme became unconditional after fulfilling all conditions, including the effectiveness of the Capital Reorganization and the unconditional status of the Investor's Subscription[37] - The company issued 823,739,687 new shares to creditors at a rate of 1 share per HK$1.80 of admitted claims, fully discharging all debts[43][47] - The company issued 2,260,980,856 new shares to investors at HK$0.044 per share as part of the restructuring agreement[47] - The company exited provisional liquidation on 14 June 2023 after successful debt restructuring and capital reorganization[45][46] - The Group completed the Capital Reorganisation on 17 May 2023[76] - The Group fulfilled the conditions precedent to the Investor's Subscription, which was completed on 11 July 2023[76] - The Group fulfilled the conditions precedent to the Scheme on 17 May 2023[78] - The Company fulfilled all resumption guidance and resumed trading of its shares on the Stock Exchange on 17 May 2023[79] - The Group will continue to take proactive measures to improve operating cash flow by controlling administrative costs and containing capital expenditure[79] - Management prepared cash flow projections covering at least twelve months from the date of the interim report, indicating sufficient working capital to meet financial obligations[79] - The company implemented a court-supervised provisional liquidation in the Cayman Islands to restructure its debts, appointing joint provisional liquidators (JPLs) on 2 February 2021[121] - A scheme of arrangement (the "Scheme") was approved by creditors on 11 March 2022, with the Hong Kong Court sanctioning the Scheme without modification on 22 March 2022[122] - The company entered into a conditional Restructuring Agreement on 16 February 2022, involving capital reorganisation, investor subscription, and the Scheme[122] - The Funding Agreement dated 31 December 2020, providing funding for business development, was sanctioned by the Cayman Court on 17 October 2022[123] - All resolutions related to the Capital Reorganisation, Investor's Subscription, Scheme, and Whitewash Waiver were passed at the extraordinary general meeting on 30 August 2022[124] - The Capital Reorganisation became effective on 17 May 2023 after fulfilling all conditions, including approval from the Cayman Court and the Stock Exchange Listing Committee[125] - The company's authorized share capital is HK$200,000,000, divided into 20,000,000,000 New Shares of HK$0.01 each, and the issued and fully paid-up capital is HK$3,425,728.57, divided into 342,572,857 New Shares of HK$0.01 each[127] - The investor conditionally agreed to subscribe for 2,260,980,856 New Shares at an issue price of HK$0.044 per New Share[127] - The investor's subscription became unconditional after fulfilling all precedent conditions, including the capital reorganization becoming effective and the listing committee's approval[128] - The scheme involves a cash bonus of HK$50 million to be distributed to creditors on a pro-rata basis[133] - The company allotted and issued up to 823,739,687 New Shares to creditors, with creditors receiving 1 New Share for every HK$1.80 of admitted claims[133] - The company announced it will become solvent upon completion of the capital reorganization, investor's subscription, and the scheme, eliminating imminent liquidity risk[134] - The company exited provisional liquidation on 14 June 2023 after the Cayman Court approved the withdrawal of the petition and discharge of the JPLs[134] - Completion of the investor's subscription took place on 11 July 2023, with 2,260,980,856 New Shares issued to the investor at HK$0.044 per share[135] - 823,739,687 New Shares were allotted and issued to China Wood Scheme Limited for distribution to creditors based on 1 New Share for every HK$1.80 of admitted claims[135] Share Capital and Ownership - Mr. Lyu NingJiang holds 226,098,085 shares, representing approximately 65.97% of the Company's issued share capital[82] - The total issued share capital of the Company as of 30 June 2024 was 342,729,340 shares[83] - Right Momentum holds a long position of 226,098,085 shares, representing 65.97% of the company's total issued share capital[85] - Integrated Capital (Asia) Limited and Yan Tak Cheung each hold a long position of 226,098,085 shares, representing 65.97% of the company's total issued share capital[85] - Sino Merchant Car Rental Limited holds a long position of 17,496,169 shares, representing 5.10% of the company's total issued share capital[85] - The total issued share capital of the company as of 30 June 2024 is 342,729,340 shares[87] - The existing share option scheme was adopted on 3 June 2016 and will remain in force until 2 June 2026[89] - Eligible participants under the Option Scheme include employees, executives, suppliers, customers, and shareholders of the company or its subsidiaries[90] - The subscription price for share options shall not be less than the highest of the closing price, the average closing price for the preceding five business days, or the nominal value of the shares[91] - Grantees must pay HK$1 as nominal consideration for the grant of options and must accept the offer within 21 days from the date of offer[92] - Options can be exercised at any time during a period determined by the Board, not exceeding ten years from the date of grant[92] - There is no minimum holding period or performance target required for the exercise of options under the Option Scheme[92] - The maximum number of shares available for issue under the Option Scheme is 3,240,687, representing 0.95% of the total number of shares in issue as of 30 June 2024[96][97] - No options were granted under the

Economic Environment - In 2023, China's GDP grew by 5.2% year-on-year, but the property sector continues to face challenges, impacting wood consumption and profit margins[11]. - The business environment remains challenging due to the decline in new housing starts throughout the year, which affects demand for construction materials[11]. - The Group anticipates a decline in housing investment in China, which may reduce the potential market size for its wood-related business, prompting a reassessment of business diversification strategies[32]. Wood-Related Business Performance - Revenue from the wood-related business increased significantly from approximately HK$133.0 million in 2022 to approximately HK$312.1 million in 2023, reflecting a growth of about 134%[13]. - Revenue from the processing and distribution of furniture wood rose to approximately HK$274.1 million in 2023, up from approximately HK$120.4 million in 2022, marking an increase of about 128%[18]. - The manufacturing and sales of antique-style wood furniture generated approximately HK$38.0 million in 2023, compared to approximately HK$12.6 million in 2022, representing a growth of about 201%[20]. - The increase in revenue was primarily driven by the wood-related business turnover, which rose from approximately HK$133.0 million in 2022 to approximately HK$312.1 million in 2023[72]. Business Strategy and Expansion - The company has expanded its core wood-related business into antique-style wood furniture manufacturing, primarily using red mahogany wood and yellow sandalwood[12]. - The overall business strategy includes expanding into downstream sectors of the wood-related business to mitigate risks associated with the housing market[12]. - The Group plans to explore strategic cooperation opportunities with market players in the wood-related business, including real estate developers and high-end furniture retailers, to expand operations[31]. - The Group has accumulated experience in the wood-related business since 2020 and plans to continue its development and expansion in this sector[30]. Financial Performance - The Company recorded a revenue of approximately HK$323.4 million for the year ended 31 December 2023, representing an increase of approximately 122.4% compared to HK$145.4 million for the year ended 31 December 2022[72]. - The cost of sales and services rendered increased by approximately 134.6% from approximately HK$121.3 million in 2022 to approximately HK$284.6 million in 2023[73]. - The gross profit for the year ended 31 December 2023 was approximately HK$38.7 million, an increase of approximately 60.5% from the previous year, with a gross profit margin decreasing from 16.6% to 12.0%[74]. - Finance costs decreased from approximately HK$113.7 million in 2022 to approximately HK$68.8 million in 2023, reflecting the effect of the debt restructuring Scheme[91]. Debt Restructuring and Financial Health - The Cayman Court appointed joint provisional liquidators for the Company to facilitate a management-led restructuring under a court-supervised provisional liquidation regime[39]. - The restructuring process includes a capital reorganization and a scheme of arrangement to address the Company's financial challenges[47]. - The Company exited provisional liquidation on 14 June 2023 after successful debt restructuring, eliminating imminent liquidity risk[68]. - The gearing ratio significantly decreased to 11.00% in 2023 from 431.74% in 2022 due to debt restructuring[114]. Corporate Governance - The Company has adopted the Corporate Governance Code provisions and has been in compliance for the year ended 31 December 2023, with some disclosed deviations[153]. - The Company emphasizes the importance of good corporate governance practices, focusing on accountability to shareholders and sound internal controls[152]. - The Board reviews corporate governance practices at least annually to ensure compliance with applicable codes and standards[153]. - The independent non-executive Directors provide professional opinions at Board meetings, contributing to a balanced power structure within the Board[161]. Board Composition and Diversity - The Board comprises one executive Director, one non-executive Director, and three independent non-executive Directors, ensuring significant diversity and a balance of skills and experience[155]. - The company aims to achieve gender diversity on the Board, planning to appoint a director of a different gender by December 31, 2024[182]. - The company has established a Board Diversity Policy to maintain diversity among Directors, including gender, age, and professional experience[181]. - The company aims to appoint a board member of a different gender by December 31, 2024, as part of its board diversity policy[183]. Employee and Remuneration - The total employee count decreased to 49 in 2023 from 64 in 2022, with total costs including emoluments amounting to approximately HK$7.9 million[134]. - A total of 15 senior management members received remuneration below HK$1,000,000, while one member received between HK$1,000,001 and HK$1,500,000[177]. - The Remuneration Committee, comprising all INEDs, reviewed and made recommendations on the remuneration packages of existing Directors during the year[174]. Future Outlook - The functional food and beverage industry in China is expected to grow significantly, driven by increasing disposable income and health awareness, presenting new business opportunities for the Group[33]. - The Group expects to have sufficient financial resources to meet its debt repayment and operational financing needs for the foreseeable future[112].

Financial Performance - For the year ended December 31, 2023, the group recorded a revenue of approximately HKD 323,400,000, compared to HKD 145,400,000 for the year ended December 31, 2022, representing an increase of approximately 122%[3] - The net profit attributable to the owners of the company for the year ended December 31, 2023, was approximately HKD 1,200,800,000, a significant turnaround from a loss of approximately HKD 150,100,000 in the previous year[3] - The gross profit for the year ended December 31, 2023, was HKD 38,772,000, compared to HKD 24,112,000 in 2022, indicating a gross margin improvement[4] - The company reported a basic earnings per share of HKD 0.66 for the year ended December 31, 2023, compared to a loss per share of HKD 0.44 in the previous year[5] - Total comprehensive income for the year ended December 31, 2023, amounted to HKD 1,193,518,000, compared to a loss of HKD 139,033,000 in 2022[5] - The company reported a pre-tax profit of HKD 1,201,171,000 in 2023, a substantial improvement from a loss of HKD 146,489,000 in 2022[41] - The group's profit before tax for 2023 was HKD 1,200,803,000, compared to a loss of HKD 150,133,000 in 2022, indicating a significant turnaround in performance[50] Financial Position - The company's total assets decreased to HKD 128,298,000 as of December 31, 2023, from HKD 196,155,000 in the previous year[9] - Current liabilities significantly decreased to HKD 160,284,000 from HKD 1,592,572,000 in 2022, reflecting improved financial stability[9] - As of December 31, 2023, the group's net current liabilities and net liabilities were approximately HKD 64,196,000 and HKD 41,711,000 respectively[23] - The group's total cash and bank balances were at a relatively low level of approximately HKD 3,522,000 as of December 31, 2023[23] - The total liabilities decreased to HKD 170,009,000 in 2023 from HKD 1,599,007,000 in 2022, indicating a reduction of approximately 89%[41] - The company's assets totaled HKD 128,298,000 in 2023, down from HKD 196,155,000 in 2022, reflecting a decrease of about 35%[41] - The asset-liability ratio improved dramatically from 431.74% in 2022 to 11.00% in 2023, reflecting the successful debt restructuring efforts[112] Restructuring and Capital Management - The company is undergoing a financial restructuring process under the supervision of the Cayman Islands court, which may impact future operations and strategies[11] - The company completed a capital restructuring and investor subscription agreement on July 11, 2023, issuing 2,260,980,856 new shares at an issue price of HKD 0.044 per share[20] - A total of 823,739,687 new shares were issued to creditors based on an approved debt amount of HKD 1.80 per share, effectively settling the company's debts[20] - The restructuring plan was approved by the required majority of creditors during the meeting held on March 11, 2022[14] - The company announced on June 16, 2023, that it would have the ability to meet its debt obligations following the completion of the restructuring and investor subscription[19] - The company received a court order on April 14, 2023, confirming the capital reduction as part of the restructuring process[15] - The company’s restructuring plan includes cash dividends totaling HKD 50,000,000 distributed to approved creditors[19] - The restructuring and investor subscription were completed without the need for further temporary liquidation proceedings[19] - The company’s restructuring plan has become unconditional, allowing for the issuance of shares and settlement of debts[19] Revenue Breakdown - Revenue from product sales was HKD 312,085,000 in 2023, compared to HKD 133,049,000 in 2022, indicating a growth of about 134%[39] - Revenue from timber-related businesses increased from approximately HKD 133,000,000 in 2022 to approximately HKD 312,100,000 in 2023, reflecting a growth of 134%[70] - Revenue from furniture timber processing and distribution rose to approximately HKD 274,100,000 in 2023, up from approximately HKD 120,400,000 in 2022, marking an increase of 128%[71] - Revenue from the manufacturing and sales of antique wooden furniture and other timber products grew from approximately HKD 12,600,000 in 2022 to approximately HKD 38,000,000 in 2023, representing a growth of 201%[73] - The automotive leasing revenue was HKD 11,326,000 in 2023, slightly down from HKD 11,901,000 in 2022, showing a decrease of about 5%[39] Cost and Expenses - The cost of sales and services increased to HKD 284,639,000 in 2023 from HKD 121,266,000 in 2022, reflecting a rise of approximately 134%[44] - The income tax expense for 2023 was HKD 368,000, a decrease of 90.6% from HKD 3,913,000 in 2022[46] - Administrative expenses increased by approximately 18.3% to about HKD 26,500,000 for the year ended December 31, 2023, compared to approximately HKD 22,400,000 for the previous year[100] - Financing costs decreased to HKD 68,756,000 in 2023 from HKD 113,738,000 in 2022, reflecting a reduction of approximately 40%[43] Corporate Governance and Compliance - The company has complied with the corporate governance code provisions throughout the year, with the exception of a temporary non-compliance regarding the number of independent non-executive directors[134] - The audit committee, composed entirely of independent non-executive directors, has reviewed the financial statements for the year ended December 31, 2023[138] - The board of directors consists of one executive director, one non-executive director, and three independent non-executive directors, ensuring a diverse and balanced skill set[130] Future Outlook and Strategy - The company is actively considering terminating its car rental business to free up financial resources for more promising sectors, such as the functional food and beverage industry in China[77] - The company is focusing on expanding its business into downstream supply chain management for antique wooden furniture, enhancing its core timber-related operations[70] - The company anticipates a decline in the timber-related business market due to ongoing pressures in China's real estate investment, which is expected to remain sluggish in the medium term[76] - The company is exploring funding opportunities to support its business ventures in the functional food and beverage sector[76] Shareholder Information - The company did not recommend the payment of a final dividend for the year ended December 31, 2023, consistent with the previous year[3] - The company plans to issue 2,260,980,856 new shares at an issue price of HKD 0.044 per share as part of the investor subscription[85] - The company will apply to the stock exchange to resume trading of its shares on April 5, 2024[145]

Financial Performance - For the year ended December 31, 2023, the group recorded a revenue of approximately HKD 323,400,000, compared to HKD 145,400,000 for the year ended December 31, 2022, representing an increase of 122%[3] - The net profit attributable to the owners of the company for the year ended December 31, 2023, was approximately HKD 1,200,800,000, a significant turnaround from a loss of approximately HKD 150,100,000 in the previous year[3] - The gross profit for the year ended December 31, 2023, was HKD 38,772,000, compared to HKD 24,112,000 for the year ended December 31, 2022, indicating a gross margin improvement[4] - The company reported a basic earnings per share of HKD 0.66 for the year ended December 31, 2023, compared to a loss per share of HKD 0.44 in the previous year[5] - Total comprehensive income for the year ended December 31, 2023, amounted to HKD 1,193,518,000, compared to a loss of HKD 139,033,000 in the previous year[5] - The company reported a pre-tax profit of HKD 1,201,171,000 in 2023, compared to a loss of HKD 146,489,000 in 2022[41] - The group's profit before tax for 2023 was HKD 1,200,803,000, compared to a loss of HKD 150,133,000 in 2022, indicating a significant turnaround in performance[50] Restructuring and Financial Stability - The company has undergone a restructuring process under the supervision of the Cayman Islands court to address its debt issues[11] - The company's capital restructuring plan was approved by the required majority of creditors during the meeting held on March 11, 2022[14] - Following the capital restructuring, the company's authorized share capital is HKD 200,000,000, divided into 20,000,000,000 shares with a par value of HKD 0.01 each[17] - The investor subscription was completed on July 11, 2023, with the issuance of 2,260,980,856 new shares[20] - The company has successfully exited temporary liquidation status following the completion of the debt restructuring[19] - The restructuring plan has become unconditional, allowing for the issuance of shares and settlement of debts[19] - The company no longer faces immediate liquidity risks post-restructuring, indicating improved financial stability[19] - The restructuring agreement and related transactions were formally approved at a special shareholders' meeting held on August 30, 2022[15] Assets and Liabilities - The company's total assets decreased to HKD 128,298,000 as of December 31, 2023, from HKD 196,155,000 as of December 31, 2022[9] - Current liabilities significantly reduced to HKD 160,284,000 as of December 31, 2023, from HKD 1,592,572,000 in the previous year, indicating improved liquidity[9] - As of December 31, 2023, the group's net current liabilities and net liabilities were approximately HKD 64,196,000 and HKD 41,711,000 respectively[23] - The total cash and bank balances as of December 31, 2023, were approximately HKD 3,522,000, indicating relatively low liquidity[23] - The total amount of bank and other borrowings decreased to HKD 14,120,000 in 2023 from HKD 846,873,000 in 2022, resulting in a substantial reduction in the debt-to-asset ratio from 431.74% to 11.00%[112] - The group reported a net current liability of approximately HKD 64,196,000 and a net liability of HKD 41,711,000, indicating significant uncertainty regarding its ability to continue as a going concern[141] Revenue Segments - The group has four operating segments: automotive leasing, timber-related business, financing services and investment, and other services[32][33] - Revenue from product sales was HKD 312,085,000 in 2023, up from HKD 133,049,000 in 2022, indicating a growth of about 134%[39] - Revenue from timber-related businesses increased from approximately HKD 133,000,000 in 2022 to about HKD 312,100,000 in 2023, reflecting a growth of 134%[70] - Revenue from furniture timber processing and distribution rose to approximately HKD 274,100,000 in 2023, up from about HKD 120,400,000 in 2022, marking an increase of 128%[71] - Revenue from the manufacturing and sales of antique wooden furniture and other timber products grew to approximately HKD 38,000,000 in 2023, compared to HKD 12,600,000 in 2022, representing a growth of 201%[73] Operational Challenges and Future Plans - The overall economic environment in China showed a GDP growth of 5.2% in 2023, but the property sector remains under pressure, impacting profit margins[69] - The company is actively considering terminating its car rental business to free up financial resources for more promising sectors, such as the functional food and beverage industry in China[77] - The company plans to explore strategic partnerships with market participants in the wood-related business, including real estate developers and high-end furniture retailers, to expand operations[76] - The company is actively researching opportunities in the functional food and beverage industry, driven by increasing disposable income and health awareness among consumers in China[76] Corporate Governance - The board of directors consists of one executive director, one non-executive director, and three independent non-executive directors, ensuring a diverse and balanced skill set[130] - The audit committee, composed entirely of independent non-executive directors, has reviewed the financial statements for the year ended December 31, 2023[138] - The company has complied with the corporate governance code provisions throughout the year, with a review conducted at least annually[129] - The company is committed to adhering to good corporate governance practices and has established a robust internal control system[129]

Revenue Growth - The revenue from the wood-related business increased from approximately HK$41.9 million for the six months ended June 30, 2022, to approximately HK$96.9 million for the Reporting Period[11]. - Revenue generated from the processing and distribution of furniture wood amounted to approximately HK$81.0 million for the Reporting Period, compared to approximately HK$40.7 million in 2022[15]. - Revenue from the manufacturing and sales of antique-style wood furniture and other wooden products reached approximately HK$15.9 million for the Reporting Period, a significant increase from approximately HK$1.2 million in 2022[17]. - The Group recorded a revenue of approximately HK$102.3 million for the Reporting Period, representing an increase of approximately 109.2% compared to HK$48.9 million for the six months ended 30 June 2022[63]. - The increase in turnover on wood-related business was a key driver for revenue growth, rising from approximately HK$41.9 million to approximately HK$96.9 million[63]. Economic Environment - China's GDP grew by 5.5% year-on-year in the first half of 2023, indicating a gradual economic recovery[8]. - New housing starts in China continued to decline in the first half of 2023, impacting the demand for wood-related products[8]. - The business environment remains challenging due to the ongoing credit crisis in the property sector following government debt level restrictions[8]. - The overall market for wood consumption is closely linked to the housing market, which continues to face difficulties[8]. Car Rental Business - The Group's car rental business has been a core operation since 2014, managed by Beijing Tu An Car Rental Services Limited[23]. - The car rental business segment recorded revenue of approximately HK$5.3 million for the reporting period, a decrease of about 19.7% from HK$6.6 million in 2022[26][28]. - Beijing Tu An has entered into a vehicle rental agreement to lease 16 premium executive cars from Beijing DeRunFeng to enhance its car rental services[25][28]. Financial Restructuring - The company is undergoing a management-led financial restructuring under a court-supervised provisional liquidation regime in the Cayman Islands[30][34]. - A scheme of arrangement was approved by the requisite statutory majorities of creditors during the Scheme Meeting held on March 11, 2022[38][41]. - The funding agreement dated December 31, 2020, was sanctioned by the Cayman Court to provide necessary funding for the company's operations[39][41]. - The restructuring agreement includes capital reorganization and investor subscription to support the company's business development[37][41]. - The Cayman Court approved the application for withdrawal of the Petition and discharge of the Joint Provisional Liquidators on June 14, 2023, allowing the Company to exit provisional liquidation[58]. Capital Reorganization - The Company completed the Capital Reorganisation on May 17, 2023, with an authorized share capital of HK$200 million divided into 20 billion New Shares at HK$0.01 each[43][44]. - The issued and fully paid-up capital of the Company is HK$3,425,728.57, divided into 342,572,857 New Shares at HK$0.01 each[44]. - The Investor conditionally agreed to subscribe for 2,260,980,856 New Shares at an issue price of HK$0.044 per New Share[45][59]. - A total of HK$50 million from the Investor's Subscription proceeds will be distributed to Creditors with Admitted Claims on a pro-rata basis[52][54]. - The Company will issue up to 823,739,687 New Shares to Creditors, with each Creditor receiving 1 New Share for every HK$1.80 of their Admitted Claims[53][55]. Financial Performance - Cost of sales and services rendered increased by approximately 86.5% to approximately HK$80.2 million from approximately HK$43.0 million for the six months ended 30 June 2022[64]. - Gross profit rose to approximately HK$22.1 million, an increase of approximately 274.6% from HK$5.9 million in the prior period, with the gross profit margin increasing from 12.1% to 21.6%[65]. - Selling and distribution expenses surged by approximately 400.0% to approximately HK$0.6 million from approximately HK$0.1 million for the six months ended 30 June 2022[67]. - Administrative expenses increased by approximately 24.4% to approximately HK$10.2 million from approximately HK$8.2 million for the six months ended 30 June 2022[73]. - Finance costs slightly increased from approximately HK$59.5 million to approximately HK$64.7 million for the Reporting Period[74]. Cash Flow and Liquidity - As of June 30, 2023, the Group's cash and cash equivalents amounted to approximately HK$50.8 million, a significant increase from approximately HK$4.1 million as of December 31, 2022[88][91]. - The Group has sufficient financial resources to meet its debt repayment and operational financing needs for the foreseeable future after the full implementation of the Scheme[89][91]. - Cash generated from operations was HK$32,727,000, a significant improvement compared to cash used in operations of HK$7,710,000 in the same period last year[186]. - Net cash generated from financing activities was HK$16,496,000, compared to HK$3,065,000 in the previous year, reflecting a substantial increase in financing[188]. Share Capital and Governance - The total number of ordinary shares of the Company remained unchanged at 342,572,857 as of June 30, 2023, with an aggregate nominal value of HK$68.5 million[98][102]. - The company has no directors or proposed directors with interests or short positions in shares that require disclosure under the SFO as of June 30, 2023[139]. - The company complied with the Corporate Governance Code throughout the reporting period, except for the roles of Chairman and CEO being held by the same individual[154]. - The company appointed Mr. Chan Lik Shan as an independent non-executive director on January 27, 2023, ensuring compliance with the Listing Rules regarding independent directors[161]. Employee and Operational Metrics - As of June 30, 2023, the Group employed a total of 64 employees, with total staff costs amounting to approximately HK$4.1 million for the reporting period[118]. - The company continues to focus on improving operational efficiency and reducing costs to enhance profitability in future periods[176].

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 而產生或因依賴該等內容而引致的任何損失承擔任何責任。 CHINA WOOD INTERNATIONAL HOLDING CO., LIMITED 中木國際控股有限公司 （於開曼群島註冊成立之有限公司） （股份代號：1822） 截至二零二三年六月三十日止六個月之 中期業績公告 China Wood International Holding Co., Limited中木國際控股有限公司及其附屬公司（統稱 「本集團」）董事會（「董事會」）謹此公告其截至二零二三年六月三十日止六個月之未經審核 簡明綜合業績。本公告列載本公司二零二三年中期報告（「中期報告」）之全文，並符合香 港聯合交易所有限公司證券上市規則（「上市規則」）中有關中期業績初步公告附載的資料 的相關規定。中期報告的印刷版本將於適當時候寄發予本公司的股東，其時並發佈於香港 聯合交易所有限公司的網站www.hkexnews.hk及本公司的網站www.chinawoodint.com.hk。 ...

Revenue Growth - Revenue from wood-related business increased from approximately HK$104.4 million in 2021 to approximately HK$133.0 million in 2022, representing a growth of about 27.5%[13]. - Revenue generated from the processing and distribution of furniture wood amounted to approximately HK$120.4 million in 2022, up from approximately HK$104.4 million in 2021[18]. - The manufacturing and sales of antique-style wood furniture and other wooden products generated approximately HK$12.6 million in 2022, compared to HK$0 in 2021, indicating a successful market entry[20]. - The Group recorded a revenue of approximately HK$145.4 million for the year ended 31 December 2022, representing a 25% increase from approximately HK$116.1 million in 2021[53]. - The turnover from wood-related business increased from approximately HK$104.4 million in 2021 to approximately HK$133.0 million in 2022[53]. Business Strategy and Expansion - The company aims to expand its business into the eco-friendly wood industry, which is expected to benefit both society and the Group in the long term[12]. - The Group's core wood-related business includes wood management, distribution, and processing, with a focus on antique-style wood furniture manufacturing[11]. - The Group has established a wholly-owned subsidiary, China Wood Green Resources (Shenzhen) Co., Limited, to enhance its core wood-related business operations[17]. - The company is diversifying its product offerings to include affordable indoor wood products, targeting a broader customer base[19]. - The Group's strategic focus on high-end antique-style wood furniture aims to attract both general consumers and art collectors[19]. - The Group plans to increase market penetration of its antique-style wooden furniture and other wooden products by diversifying sales and distribution channels[33]. - Additional marketing and promotional expenses will be deployed to enhance brand awareness across various online platforms in the PRC[33]. - The Group is exploring strategic cooperation opportunities with market players in the mid-stream to downstream of the industry value chain, including real estate developers and high-end furniture retailers[34]. Financial Performance - Cost of sales and services rendered grew by approximately 19% from approximately HK$101.7 million in 2021 to approximately HK$121.3 million in 2022[54]. - Gross profit increased by approximately 67% to approximately HK$24.1 million in 2022, with the gross profit margin rising from 12.4% in 2021 to 16.6% in 2022[55]. - Other income improved from net losses of approximately HK$48.2 million in 2021 to a net gain of approximately HK$3.1 million in 2022[60]. - Allowances for expected credit losses on trade, loan, and other receivables totaled approximately HK$35.6 million in 2022, significantly up from HK$2.9 million in 2021[61]. - Selling and distribution expenses increased from approximately HK$0.4 million in 2021 to approximately HK$1.0 million in 2022[68]. - Administrative expenses rose by approximately 42% from approximately HK$15.8 million in 2021 to approximately HK$22.4 million in 2022[69]. - Finance costs decreased from approximately HK$117.7 million for the year ended 31 December 2021 to approximately HK$113.7 million for the year ended 31 December 2022, representing a reduction of about 2.5%[70][74]. - The Group recorded an income tax expense of approximately HK$3.9 million for the year ended 31 December 2022, a significant increase from approximately HK$0.2 million in 2021, primarily due to operating profits from the wood products business in the PRC[71][75]. Corporate Governance - The Company acknowledges the importance of good corporate governance practices and has adopted the Code Provisions of the Corporate Governance Code as set out in Appendix 14 to the Listing Rules[143]. - The Board comprises one executive Director, one non-executive Director, and three independent non-executive Directors, ensuring a balance of skills and experience[146]. - The Company failed to meet the Listing Rules requirements for independent non-executive directors during specific periods in 2022, but has since complied after appointing Mr. Chan Lik Shan on January 27, 2023[155]. - The Company received annual confirmations of independence from all independent non-executive directors, confirming their independent status[156]. - The Board is responsible for overseeing the overall strategy and development of the Company, as well as monitoring internal control policies and evaluating financial performance[145]. - The Company has maintained compliance with applicable code provisions for the year ended December 31, 2022[144]. - The roles of chairman and chief executive officer are held by the same individual, Mr. Lyu NingJiang, to enhance responsiveness and efficiency in business strategy formulation[151]. - The Company’s audit committee is composed solely of non-executive directors and meets the minimum requirement of three members as per Listing Rules[158]. - The Board reviews its corporate governance practices at least annually to ensure continuous compliance with the Code[144]. - The Company emphasizes accountability to all shareholders as a core element of its corporate governance principles[143]. Restructuring and Financial Stability - The Company is undergoing a financial restructuring process under a court-supervised provisional liquidation regime in the Cayman Islands[38]. - A restructuring agreement was entered into on 16 February 2022, involving capital reorganization and an investor's subscription[44]. - The Scheme was approved by the requisite statutory majorities of the creditors at the Scheme Meeting held on 11 March 2022[45]. - The Group's liquidity and financial position were discussed, indicating a focus on maintaining financial stability amid market challenges[89]. - As of December 31, 2022, the Group's current assets decreased to HK$136.1 million from HK$162.6 million in 2021, while current liabilities increased to HK$1.59 billion from HK$1.49 billion, resulting in a current ratio decline from 0.11 to 0.09[90]. - The Group's total bank and other borrowings rose to approximately HK$846.9 million in 2022 from HK$798.0 million in 2021, leading to an increase in the gearing ratio from 345.71% to 431.74%[94]. - Cash and cash equivalents increased to approximately HK$4.1 million in 2022 from HK$2.5 million in 2021[92]. - The Group is confident in having sufficient financial resources to meet its debt repayment and operational financing needs for the foreseeable future[91]. Employment and Human Resources - The Group employed a total of 64 employees as of December 31, 2022, up from 16 in 2021, with total employee costs amounting to approximately HK$6.9 million compared to HK$4.3 million in the previous year[115]. - A total of 15 senior management members received remuneration below HK$1,000,000, while 1 member received between HK$1,000,001 and HK$1,500,000[169]. Shareholder and Market Information - The Board does not recommend the payment of any dividend for the year ended December 31, 2022, consistent with 2021[114]. - The Company has no material acquisition or disposal of subsidiaries or associates during the year ended December 31, 2022, and no specific plans for major investments or acquisitions[116]. - The company's shares have been suspended from trading since October 22, 2021, and will remain suspended until further notice, with a resumption plan submitted to the stock exchange[122]. - The company anticipates the removal of the "Disclaimer of Opinion" regarding its going concern in the consolidated financial statements for the year ending December 31, 2023, contingent upon successful restructuring[123]. - The company appointed joint provisional liquidators for restructuring purposes and will provide updates to shareholders regarding developments in this matter[124].

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示概不就因本公告全部或任何部 分內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 CHINA WOOD INTERNATIONAL HOLDING CO., LIMITED 中木國際控股有限公司 （已委任共同臨時清盤人） （僅適用於公司重組） （於開曼群島註冊成立之有限公司） 1822 （股份代號： ） 截至二零二二年十二月三十一日止年度 全年業績公告 財務摘要 • 145,400,000 �至二零二二年十二月三十一日止年度，�集團錄得營業額約 港 116,100,000 元（二零二一年：約 港元）。 • ...

Revenue Performance - The car rental business segment recorded a revenue of approximately HK$6.6 million for the six months ended June 30, 2022, compared to approximately HK$3.5 million for the same period in 2021, representing an increase of about 88.57%[10]. - The Group achieved sales of approximately HK$41.9 million during the reporting period, an increase from approximately HK$33.4 million in the six months ended June 30, 2021, representing a growth of about 25%[20]. - The Group recorded a revenue of approximately HK$48.9 million, representing an increase of approximately 31% compared to HK$37.4 million for the six months ended June 30, 2021[50]. - The company reported a revenue of HK$48,930,000 for the six months ended June 30, 2022, compared to HK$37,438,000 for the same period in 2021, representing a growth of approximately 30.6%[166]. - Total segment revenue for the Group for the six months ended June 30, 2022, was HK$48,930,000, compared to HK$37,438,000 in 2021, indicating an overall increase of 30.7%[200]. Business Segments - The Group operates four reportable segments: car rental, trading and processing of goods, financing services and investments, and other services[194]. - The Group's car rental services are primarily operated by Beijing Tu An Car Rental Services Limited, which has been a core business since 2014[10]. - The trading and processing of goods segment reported revenue of HK$41,887,000 for the six months ended June 30, 2022, up from HK$33,422,000 in 2021, reflecting a growth of 25.5%[200]. - The financing services and investments segment did not report revenue figures for the current period, while the previous period's revenue was HK$482,000[200]. Challenges and Market Conditions - The business environment remains challenging due to the ongoing impact of COVID-19 and tightening government policies in Mainland China, affecting overall economic growth[8]. - The Group's performance has been impacted by unfavorable news regarding debt restructuring, leading to a conservative approach in its rental car fleet operations[10]. - The materials trading business recorded HK$Nil during the reporting period, consistent with the previous period, indicating ongoing challenges in this segment[21]. Strategic Initiatives - The Group has established CWGreen, an indirect wholly owned subsidiary, to focus on the eco-friendly wood industry, particularly in furniture woods[15]. - The Group aims to expand its operations from sourcing raw materials to manufacturing and selling red wood furniture[17]. - The Group plans to continue developing its forest-related business, including forest management and the distribution and processing of timber products, while expanding into red wood furniture manufacturing and sales[28]. - Strategic cooperation agreements were signed with China Construction Eighth Bureau and Hisense to supply various wood products, which will broaden the market and product offerings of the Group[29][30]. Financial Restructuring - The Board is implementing a management-led restructuring under a court-supervised provisional liquidation regime to address the Company's debts[36]. - A winding-up petition for the appointment of joint provisional liquidators has been filed to facilitate the Company's financial restructuring[37]. - The restructuring agreement includes a capital reorganization and investor subscription, which was approved by the requisite statutory majorities of creditors[44]. - The Group's restructuring plan has been approved by a requisite statutory majority of creditors and sanctioned by the Hong Kong Court, which is critical for the Group's going concern status[108]. - The company is currently undergoing a restructuring process, which requires approval from the majority of creditors and the Hong Kong court to ensure continued operations[112]. Financial Performance - The Group achieved a gross profit of approximately HK$5.9 million, an increase of approximately 51% compared to the prior period, with a gross profit margin rising from 10.4% to 12.1%[56]. - The loss before tax for the period was HK$62,949,000, slightly improved from a loss of HK$64,197,000 in the same period last year, showing a reduction of approximately 1.9%[166]. - The total comprehensive loss for the period was HK$56,121,000, compared to HK$64,777,000 in the previous year, reflecting an improvement of about 13.5%[168]. - The loss attributable to ordinary equity holders of the company was HK$62,227,000, compared to HK$64,372,000 in the prior year, indicating a decrease of approximately 3.6%[166]. Cash Flow and Liquidity - As at 30 June 2022, cash and cash equivalents amounted to approximately HK$1.6 million, down from approximately HK$2.5 million as of 31 December 2021[72]. - The company reported a net cash used in operating activities of HK$7,982,000, a decrease from net cash generated of HK$9,382,000 in the same period of 2021[182]. - Cash and cash equivalents decreased from HK$2,539,000 to HK$1,584,000, a decline of approximately 37.9%[170]. Corporate Governance - The company has complied with the Corporate Governance Code throughout the reporting period, except for the separation of roles between the Chairman and CEO, which are both held by Mr. Lyu NingJiang[146]. - The audit committee comprises three independent non-executive directors, ensuring compliance with the Listing Rules[154]. - All directors confirmed compliance with the Model Code for Securities Transactions throughout the reporting period[144]. Shareholder Information - As of June 30, 2022, the total number of ordinary shares of the Company remained at 342,572,857 as at 30 June 2022, with an aggregate nominal value of HK$68.5 million[83]. - The company does not recommend the payment of any dividend for the reporting period, consistent with the previous year[99]. - The existing share option scheme was adopted on June 3, 2016, and will remain in force until June 2, 2026, providing incentives to eligible participants[130].

NA WOOD CHIL 中木國際 CHINA WOOD INTERNATIONAL HOLDING CO., LIMITED 中木國際控股有限公司 (Formerly known as "HongDa Financial Holding Limited")(前稱「弘逵金融控股有限公司」) (Joint Provisional Liquidators appointed) (已委任共同臨時清盤人) (For restructuring purposes only) (僅適用於公司重組) (Incorporated in the Cayman Islands with limited liability) (於開曼群島註冊成立之有限公司) (Stock Code 股份代號: 1822) ANNUAL REPORT 年報 Contents 目錄 Contents 目錄 Pages 頁次 | --- | --- | |----------------------------------------------------|--------------------------| | | | | Corporate I ...