Economic Performance - In 2024, China's GDP reached RMB 134.9 trillion, growing by 5.0% compared to the previous year[7]. - The national restaurant revenue was RMB 5.57 trillion, exceeding the growth rate of total retail sales of consumer goods by 1.8 percentage points, accounting for 11.4% of total retail sales[13]. - The restaurant sector is evolving into a multi-format integration model, enhancing consumer experience and driving economic growth[8]. Company Strategy and Expansion - The company is actively expanding its food supply chain internationally, aiming to reach Southeast Asia and the Middle East through partnerships with well-known enterprises[10]. - The company focuses on three main business sectors: food supply, restaurant services, and environmental technology, aligning with national strategies for green development[14]. - The company aims to become a leading provider of quality living services in the Greater Bay Area, emphasizing green economic development[7]. - The company plans to expand its sky farm initiatives across the Greater Bay Area and overseas, enhancing its environmental technology revenue contribution[17]. Financial Performance - The group's revenue for the year was approximately HKD 788.6 million, with the food supply business contributing about HKD 750.4 million, accounting for approximately 95.2% of total revenue[22]. - Revenue from the Greater Bay Area market (excluding Hong Kong) was approximately HKD 610.5 million, representing about 81.4% of the food supply business segment's revenue[22]. - The restaurant service business generated revenue of approximately HKD 37.4 million, accounting for about 4.7% of total revenue, with a 207.5% increase compared to the previous period[23]. - The gross profit for the year was approximately HKD 51.9 million, with a gross margin of about 6.6%, a decrease from the previous period's gross margin of 14.9%[24]. - The net loss for the year was approximately HKD 42.0 million, compared to a loss of approximately HKD 45.6 million for the period ending December 31, 2023[34]. Investment and Financing - The company has received financial investment from a well-known family office in Hong Kong, indicating market recognition of its development strategy[10]. - The net proceeds from the rights issue amounted to approximately HKD 102.31 million, with 30% allocated for the establishment of a live cattle farm project, which has since been deemed not the best timing for expansion due to global economic uncertainties[35]. - The group’s bank borrowings as of December 31, 2024, were approximately HKD 7.2 million, down from approximately HKD 10.8 million as of December 31, 2023[43]. Operational Challenges - Rising procurement costs for ingredients may adversely affect business operations if the group cannot acquire necessary quantities at reasonable prices[65]. - The group plans to implement effective procurement and inventory management measures to mitigate risks associated with ingredient price fluctuations[65]. - The group recognized an expected credit loss provision of approximately HKD 7.2 million for trade receivables, up from HKD 2.1 million in the previous year, indicating increased credit risk management efforts[61]. Corporate Governance - The company has appointed independent non-executive directors to enhance governance and strategic oversight[78]. - The board consists of three executive directors and three independent non-executive directors, meeting the minimum requirements of the listing rules[183]. - The company is committed to maintaining high standards of corporate governance, which is essential for gaining and maintaining stakeholder trust[177]. - All independent non-executive directors have confirmed their independence according to the listing rules, and the company believes they are independent[165]. Environmental and Social Responsibility - The company is committed to sustainable development and contributing to ecological civilization, in line with national policies[13]. - The company has implemented various green initiatives, including energy-saving plans and waste management, to mitigate environmental impact[168]. - Charitable donations made by the group during the year amounted to approximately HKD 44,000, with prior nine-month donations totaling around HKD 302,000[92]. Future Outlook - The company aims to leverage the supportive fiscal policies to enhance domestic demand and promote consumption, presenting new opportunities for growth[18]. - The group is expected to face major risks and uncertainties, which are detailed in the management discussion and analysis section of the annual report[88].

Financial Performance - The group's revenue for the nine months ended December 31, 2023, was approximately HKD 194.1 million, a decrease from HKD 202.1 million for the previous year[52]. - The gross profit for the same period was approximately HKD 29.0 million, with a gross margin of about 14.9%, compared to HKD 35.9 million and a gross margin of 17.8% in the previous year[53]. - The group reported a net financing cost of approximately HKD 1.1 million, slightly up from HKD 1.0 million in the previous year, primarily due to new lease agreements related to the expansion of the restaurant services segment[54]. - The fair value change gain on contingent consideration was approximately HKD 30.5 million, a significant improvement from a loss of HKD 5.5 million in the previous year[55]. - The group made charitable donations of approximately HKD 302,000 during the nine months ended December 31, 2023, compared to HKD 787,000 in the previous year[42]. Dividend and Share Capital - The board does not recommend the payment of a final dividend for the period ending March 31, 2023: none[1]. - The board does not recommend a final dividend for the nine months ended December 31, 2023[36]. - The company proposed to increase its authorized share capital from HKD 20 million to HKD 100 million, subject to shareholder approval[164]. - A new share option scheme is proposed to be adopted, replacing the existing scheme from September 26, 2016, pending shareholder approval[165]. - The company has adopted a share option scheme to reward and retain outstanding employees, with a total of 128 million shares available for issuance under the scheme, representing about 10% of the total issued shares[112]. Financial Liabilities and Assets - As of December 31, 2023, 85.3% of the group's financial liabilities are due within the next 12 months, up from 62.5% as of March 31, 2023[5]. - Approximately 27.3% of the group's financial liabilities are due after one year but include repayment terms as per loan agreements[5]. - As of December 31, 2023, total liabilities decreased by approximately 60.8% to about HKD 41.1 million, down from HKD 104.6 million as of March 31, 2023[64]. - The company raised approximately HKD 102.31 million from a rights issue, issuing up to 309,504,000 shares at a subscription price of HKD 0.36 per share[60]. - The company will use approximately HKD 30.69 million of unutilized proceeds to expand its fresh food supply business, with HKD 8.16 million continuing to be used for repaying outstanding loans[60]. Customer and Credit Risk - Trade receivables from the top five debtors accounted for approximately 51.1% of total trade receivables as of December 31, 2023, slightly down from 51.7% as of March 31, 2023[3]. - The group recognized a loss provision of approximately HKD 2,116,000 for trade receivables based on the expected credit loss model for the nine months ending December 31, 2023, compared to HKD 4,351,000 as of March 31, 2023[3]. - The group faces significant credit risk concentration due to trade receivables from a limited number of clients, necessitating careful credit management[3]. - The largest customer accounted for approximately 17.5% of total revenue during the period, while the top five customers collectively represented about 41.0% of total revenue[91]. Market and Business Strategy - The group aims to mitigate food ingredient price volatility risks through effective procurement and inventory management strategies[6]. - Labor shortages in the restaurant industry require the group to offer competitive compensation to maintain a stable workforce[7]. - The group emphasizes the need to continuously acquire new customers and develop new products to maintain a competitive edge in the market[8]. - The company is actively pursuing new strategies for market expansion and product development in response to consumer demand[29]. - The company plans to continue focusing on the three main segments: food supply, catering, and environmental technology, aiming to strengthen its position in the Guangdong-Hong Kong-Macao Greater Bay Area[47]. Corporate Governance and Compliance - The company is committed to maintaining high standards of corporate governance to create long-term value for shareholders[96]. - The company has adopted sound corporate governance practices to maintain stakeholder trust and ensure accountability and transparency[168]. - The company has established policies and practices to monitor compliance with legal and regulatory requirements[176]. - The independent non-executive directors are required to approve any exercise of preemptive rights to avoid conflicts of interest[187]. - The company has received confirmations from independent non-executive directors regarding their independence as per the listing rules[158]. Environmental Initiatives - The group has implemented various green initiatives, including energy-saving plans and waste management, to mitigate environmental impact[161]. - The company has maintained compliance with applicable environmental laws and regulations in Hong Kong and China[162]. - The group aims to enhance its reputation in the green economy sector and increase business revenue through the expansion of its operations in the Greater Bay Area[49]. Expansion and Development - The company successfully expanded its restaurant business in the Guangdong-Hong Kong-Macao Greater Bay Area, with a continuous increase in the number of restaurant outlets[29]. - The company has formed a multi-tiered dining system catering to various consumer groups, ranging from fashionable Western cuisine to popular local dishes[29]. - The company has entered into new restaurant lease agreements in 2023 to expand its restaurant network in the Greater Bay Area, with a 14% rent reduction for Restaurant I compared to the 2022 lease agreement[117]. - The company plans to open two new restaurants with a capital expenditure of HKD 5.5 million[59]. - The group is actively expanding its "Sky Farm" initiative, with over 300 farms developed, leveraging educational policy trends to drive growth[49]. Miscellaneous - The company has not disclosed any significant tax reliefs available to shareholders due to their holdings[114]. - The company has engaged in transactions with related parties, details of which are outlined in the annual report[115]. - The company has not entered into any significant contracts with its controlling shareholders or their subsidiaries during the nine months ending December 31, 2023[121]. - There were no major disputes with suppliers, customers, or stakeholders during the nine months ending December 31, 2023[194]. - There have been no significant events occurring after the nine months ending December 31, 2023, up to the report date[198].

Financial Performance - The company reported a net loss of HKD 16,253,000 for the six months ended September 30, 2023, compared to a loss of HKD 16,157,000 for the same period in 2022[7]. - The company's revenue increased significantly by approximately 87.3%, from about HKD 68.7 million for the six months ended September 30, 2022, to approximately HKD 128.7 million for the same period in 2023[69]. - The loss for the reporting period increased to approximately HKD 16.3 million, compared to a loss of about HKD 8.1 million in the same period last year[106]. - The basic and diluted loss per share for the period was HKD 0.93, compared to HKD 0.53 in the previous year, indicating a worsening loss per share[167]. - The operating loss increased to HKD 15,322 thousand from HKD 7,206 thousand year-on-year, indicating a deterioration in operational efficiency[167]. Assets and Liabilities - Total assets as of September 30, 2023, amounted to HKD 223,253,000, a significant increase from HKD 111,687,000 as of March 31, 2023[6]. - Current liabilities increased to HKD 154,061,000 from HKD 82,524,000, indicating a rise in short-term financial obligations[6]. - The company's total equity reached HKD 223,253,000, reflecting a substantial growth from HKD 111,687,000[6]. - As of September 30, 2023, total assets increased by approximately 33.1% to about HKD 287.9 million, up from HKD 216.3 million as of March 31, 2023, mainly due to increased bank balances from the rights issue[112]. - Total liabilities decreased by approximately 38.1% to about HKD 64.7 million from HKD 104.6 million on March 31, 2023, primarily due to repayment of payables[132]. Cash Flow - Cash and cash equivalents at the end of the period stood at HKD 93,327 thousand, a significant increase from HKD 28,514 thousand at the end of the previous year[171]. - The company incurred a net cash outflow from operating activities of HKD 27,466 thousand, compared to HKD 9,508 thousand in the prior period, indicating increased cash burn[171]. - Financing activities generated a net cash inflow of HKD 91,924 thousand, primarily from the issuance of new shares[171]. Revenue Segments - The green ingredient supply business accounted for approximately 93.2% of total revenue, with revenue soaring approximately 76.5% to about HKD 119.9 million compared to approximately HKD 67.9 million in the same period of 2022[97]. - The gross profit from the green ingredient supply business increased by approximately 21.0% to about HKD 17.7 million, with approximately HKD 2.2 million coming from the Greater Bay Area market[85]. - The green catering services and environmental technology services contributed approximately HKD 8.8 million to total revenue, accounting for about 6.8% of the group's revenue during the reporting period[98]. Corporate Governance - The company is focused on maintaining high standards of corporate governance to enhance stakeholder trust and accountability[167]. - The company adheres to the corporate governance code throughout the reporting period[148]. - The board continues to manage the group's cash reserves prudently to ensure readiness for future growth opportunities[135]. Strategic Focus - The company operates primarily in Hong Kong and China, focusing on expanding its market presence in these regions[18]. - The company is focusing on high-quality ingredient supply and health food sectors, establishing strategic partnerships with industry leaders to ensure sustainable development[80]. - The company plans to invest more resources in specific health ingredient sectors in the coming six months, aiming for sustainable growth[81]. Shareholder Information - Major shareholders include Hooy Investment Limited and Yap Global Investment Limited, each holding 1,040,372,000 shares, representing 54.41% of the total shares[144]. - The beneficial ownership structure shows that 佳源 holds 1,040,372,000 shares, equivalent to 54.41% of the total shares, with significant control by related parties[152]. Expenses - Employee benefits expenses for the six months ended September 30, 2023, were HKD 19,267 thousand, up from HKD 15,968 thousand in 2022[47]. - Administrative expenses rose by approximately 40.4% to about HKD 31.6 million, compared to HKD 22.5 million in the same period last year, primarily due to the opening costs of new restaurants and other indirect costs[103]. - Sales expenses increased by approximately 176.8% to about HKD 1.2 million, up from HKD 0.4 million in the same period last year, mainly due to increased promotional and delivery service costs for the green catering business[102]. Risk Management - The company continues to face various financial risks, including credit risk, liquidity risk, and interest rate risk, with no changes in risk management policies since the year ended March 31, 2023[176]. - The effective tax rate for Hong Kong profits tax remains at 16.5%, with a lower rate of 8.25% applicable to the first HKD 2,000,000 of assessable profits for qualifying entities[184].

Financial Performance - The group reported an operating loss of HKD 15.3 million for the six months ended September 30, 2023, compared to an operating loss of HKD 7.2 million for the same period last year[12]. - The company reported a net loss of HKD 16,253,000 for the six months ended September 30, 2023, compared to a net loss of HKD 8,092,000 for the same period in 2022, representing a 100% increase in losses[41]. - The company’s total comprehensive loss for the period was HKD 16,157,000, compared to HKD 7,938,000 in the same period last year, representing an increase of 103%[44]. - The company recorded a loss for the period of HKD 16,253,000, compared to a loss of HKD 8,092,000 in the same period last year, reflecting an increase in losses of 100.3%[81]. - The company’s basic and diluted loss per share was HKD 0.93, compared to HKD 0.53 in the previous year, indicating a deterioration in per-share performance[45]. Revenue and Profitability - Gross profit for the period was HKD 20,709,000, up from HKD 14,900,000 in the previous year, indicating a growth of approximately 38.5%[39]. - The gross profit from the green ingredient supply business increased by approximately 21.0% to about HKD 17.7 million, with HKD 2.2 million coming from the Greater Bay Area market[11]. - The local green ingredient supply business's gross profit slightly increased by about 5.8% to approximately HKD 15.5 million, maintaining a stable gross profit margin of 22.7%, which is a slight increase of 1.2% compared to the same period last year[11]. - The group’s gross profit increased by 39.0% from approximately HKD 14.9 million to approximately HKD 20.7 million during the reporting period[174]. - The company’s external customer revenue for the six months ended September 30, 2023, was HKD 119,917,000, up from HKD 67,931,000 in the same period of 2022, marking an increase of 76.5%[81]. Assets and Liabilities - The total assets as of September 30, 2023, amounted to HKD 287,937,000, an increase from HKD 216,330,000 as of March 31, 2023, representing a growth of 33.1%[83]. - The total liabilities decreased to HKD 58.1 million as of September 30, 2023, from HKD 66.5 million as of March 31, 2023[21]. - The company’s total liabilities decreased to HKD 64,684,000 from HKD 104,643,000, a reduction of 38.2%[83]. - The capital debt ratio decreased to approximately 10.7% as of September 30, 2023, down from 32.3% on March 31, 2023, reflecting an improved capital structure following the completion of the rights issue[199]. Cash Flow and Financing - The group's cash and cash equivalents increased significantly to HKD 93.3 million as of September 30, 2023, compared to HKD 30.4 million as of March 31, 2023[21]. - The group's bank borrowings amounted to approximately HKD 11.6 million, a decrease from HKD 13.4 million as of March 31, 2023[1]. - The company’s net financing costs increased to HKD 720,000 from HKD 311,000, reflecting a rise of approximately 131%[40]. - The company’s net financing cost increased significantly due to higher interest expenses, with bank loan interest expenses rising to HKD 330,000 from HKD 187,000, a rise of 76.2%[66]. Expenses - Administrative expenses increased to HKD 31,602,000 from HKD 22,511,000, reflecting a rise of about 40.5%[39]. - Sales expenses for the group were approximately HKD 1.2 million, an increase of about 176.8% compared to HKD 0.4 million in the same period last year, mainly due to increased promotion and delivery service platform costs[148]. - The total employee cost during the reporting period was approximately HKD 17.9 million, up from HKD 12.1 million on September 30, 2022, reflecting a significant increase in workforce from 146 to 223 employees[167]. Strategic Initiatives - The company plans to invest more resources in the health food sector over the next six months, aiming for sustainable growth and expansion into Southeast Asia and the Middle East markets[139]. - The group aims to continue evaluating and adjusting its business development plans based on market conditions and business growth[184]. - The group has identified significant market opportunities and is actively seeking quality investment partners to enhance its position and scale in the industry[142]. - The company is focused on capturing opportunities in the food supply industry, benefiting from the large market in the Greater Bay Area and increasing public interest in health food[136]. Market and Customer Insights - The group has successfully expanded its green food supply business into the Greater Bay Area market, focusing on high-end fruits from Southeast Asia, including durians[144]. - Revenue from external customers for the six months ended September 30, 2023, was HKD 128,734,000, a decrease of 3.4% compared to HKD 133,876,000 in the same period of 2022[86]. - Revenue from Hong Kong customers was HKD 68,261,000, down 7.3% from HKD 73,676,000 year-on-year[86]. - Revenue from China customers was HKD 60,473,000, slightly up from HKD 60,200,000 in the previous year[86]. Related Party Transactions - The company engaged in significant related party transactions, including purchasing goods from Zhongshan Wangu Sky Farm Limited for HKD 527 thousand and paying management fees to Zhongshan Wangu Property Management Limited for HKD 112 thousand[126]. - The total compensation for key management personnel for the six months ended September 30, 2023, was HKD 2,650 thousand, down from HKD 5,012 thousand in the same period of 2022[131].

Revenue Growth - The group reported total revenue from external customers of HKD 202,136 thousand for the year ended March 31, 2023, compared to HKD 127,674 thousand for the previous year, representing a growth of 58.2%[4]. - The green food supply division generated revenue of HKD 196,462 thousand in 2023, compared to HKD 127,674 thousand in 2022, marking a significant increase of 53.8%[4]. - The group's revenue from external customers in Hong Kong was HKD 139,166 thousand in 2023, up from HKD 127,674 thousand in 2022, an increase of 9.0%[12]. - The group's revenue from external customers in China was HKD 62,970 thousand in 2023, with no revenue reported in 2022, indicating a new market entry[12]. - The group's revenue for the year was approximately HKD 202.1 million, an increase of about 58.3% compared to HKD 127.7 million for the year ended March 31, 2022[151]. Profit and Loss - The group reported a net loss of HKD 27,728 thousand for the year ended March 31, 2023, compared to a net loss of HKD 10,958 thousand in 2022, representing an increase in loss of 153.1%[4]. - The company reported a loss attributable to equity holders of HKD 27,728,000, compared to a loss of HKD 10,955,000 in the previous year, representing a deterioration in financial performance[26]. - The total comprehensive loss for the year was HKD 27,612 thousand, compared to HKD 10,958 thousand in the previous year, highlighting ongoing challenges[62]. - The company reported a basic and diluted loss per share of HKD 1.68, compared to HKD 0.72 in the prior year[57]. Assets and Liabilities - The total assets of the group as of March 31, 2023, amounted to HKD 216,330 thousand, up from HKD 155,450 thousand in the previous year, indicating a growth of 39.1%[7]. - The group’s liabilities increased to HKD 104,643 thousand in 2023 from HKD 35,426 thousand in 2022, representing a growth of 195.5%[7]. - Non-current assets increased to HKD 133,806 thousand from HKD 80,895 thousand, primarily due to investments in property, plant, and equipment[59]. - The company's total equity attributable to equity holders decreased to HKD 111.687 million in 2023 from HKD 120.024 million in 2022, representing a decline of approximately 7.7%[65]. Expenses - Cost of goods sold rose to HKD 137,044,000, up from HKD 83,526,000, representing a 64.2% increase[15]. - Employee benefits expenses increased to HKD 34,408,000 from HKD 18,382,000, marking an increase of 87.3%[15]. - Administrative expenses rose by approximately 116.0% to about HKD 50.2 million, mainly due to the establishment of a headquarters in the Greater Bay Area and related costs[155]. - Sales expenses increased by approximately 268.1% to about HKD 2.2 million, primarily due to increased promotional and delivery service platform costs[155]. Business Expansion - The group has initiated a new business in China involving the trading of live cattle, food materials, and seafood, which is expected to contribute to future revenue growth[50]. - The group aims to develop the live cattle breeding and trading business, targeting the Greater Bay Area market to create a comprehensive live cattle industry chain[104]. - The group plans to fully deploy the green food supply chain, capitalizing on the growing demand for green food products in China[103]. - The group has initiated two new business segments in China focusing on green dining services and environmental technology services[54]. Government Support and Other Income - Government subsidies received amounted to HKD 1,440,000, significantly up from HKD 33,000 in the previous year, reflecting a substantial increase in support for employee salaries under the pandemic relief fund[14]. - Total miscellaneous income increased to HKD 2,979,000 from HKD 263,000 year-on-year, indicating a strong growth in other revenue streams[14]. - Other income and gains for the year were approximately HKD 3.0 million, a significant increase from about HKD 0.3 million in the previous year, primarily due to a one-time government subsidy of approximately HKD 1.4 million[111]. Share Capital and Financing - The company issued 252,000,000 new shares in August 2021, increasing the total issued share capital to 1,547,520,000 shares as of March 31, 2023[40]. - The company issued 309,504,000 rights shares on June 13, 2023, increasing the total number of issued shares from 1,547,520,000 to 1,857,024,000[173]. - The net proceeds from the rights issue are approximately HKD 101.7 million, allocated for various business expansions and debt repayment[190]. - The group’s financing costs netted approximately HKD 1.0 million, an increase of about 62.2% from HKD 0.6 million in the same period last year, mainly due to new lease agreements[154]. Market Position and Strategy - The group aims to become a leading supplier of green food and services in China, emphasizing the integration of upstream, midstream, and downstream operations[107]. - The group is focused on enhancing its financial position and capital base through the rights issue, benefiting the overall interests of the company and its shareholders[106]. - The group successfully expanded its restaurant business in 中山市, enhancing brand recognition and increasing customer base and market share[100]. - The group anticipates continued growth in beef demand due to rising consumer spending levels in China, presenting opportunities and challenges for the beef industry[104]. Operational Challenges - The group experienced a rise in logistics costs and labor shortages due to ongoing pandemic impacts, affecting the fresh food supply industry[98]. - The group continues to promote green agriculture technology and environmental protection initiatives through urban farming projects[126]. - The group anticipates that the recovery of the food supply and dining industry will continue, driven by the easing of pandemic measures and the resumption of offline consumption activities[122].

Financial Performance - Revenue for the six months ended September 30, 2022, was HKD 68,747,000, a slight increase of 0.74% compared to HKD 68,242,000 in the same period of 2021[7]. - Gross profit for the same period was HKD 14,900,000, representing a gross margin of approximately 21.7%[7]. - The company reported a net loss of HKD 8,092,000 for the six months ended September 30, 2022, compared to a net loss of HKD 1,378,000 in the prior year, indicating a significant increase in losses[7]. - Total revenue from external customers for the six months ended September 30, 2022, was HKD 68,747,000, slightly down from HKD 68,242,000 in the same period of 2021[22]. - For the six months ended September 30, 2022, the company reported a loss attributable to equity holders of HKD 8,092,000, compared to a loss of HKD 1,375,000 for the same period in 2021[29]. - The company recorded a net loss of approximately HKD 8.1 million for the six months ended September 30, 2022, compared to a net loss of approximately HKD 1.4 million for the same period in 2021, representing an increase in loss of about 478.6%[58]. - Gross profit for the reporting period was approximately HKD 14.9 million, an increase of about 33.4% from approximately HKD 11.2 million for the same period in 2021, with a gross margin of approximately 21.7%[62]. Assets and Liabilities - Total assets as of September 30, 2022, amounted to HKD 151,738,000, compared to HKD 155,450,000 as of March 31, 2022[8]. - Current liabilities decreased to HKD 21,590,000 from HKD 30,689,000 as of March 31, 2022, showing improved liquidity management[8]. - The company’s total liabilities were allocated to reportable segments, with no specific financial liabilities excluded from this allocation[20]. - Total liabilities decreased by 22.7% to approximately HKD 27.4 million, mainly due to the repayment of bank loans[70]. - The debt-to-equity ratio decreased to approximately 17.5% as of September 30, 2022, from 23.4% on March 31, 2022[71]. - As of September 30, 2022, the total lease liabilities amounted to HKD 6,679,000, an increase from HKD 4,487,000 as of March 31, 2022[32]. Cash Flow - The net cash used in operating activities for the six months ended September 30, 2022, was HKD (9,508,000), compared to HKD (3,680,000) for the same period in 2021, indicating a significant increase in cash outflow[10]. - The net cash used in investing activities was HKD (5,613,000) for the six months ended September 30, 2022, compared to HKD (1,302,000) in the same period of 2021, indicating increased investment outflows[10]. - The company’s financing activities resulted in a net cash outflow of HKD (1,683,000) for the period, contrasting with a net cash inflow of HKD 34,650,000 in the previous year[10]. - Cash and cash equivalents at the end of the period were HKD 28,514,000, down from HKD 67,099,000 at the end of the previous year, representing a decrease of approximately 57.5%[10]. Shareholder Equity - The company's equity attributable to owners increased to HKD 124,351,000 from HKD 120,024,000, reflecting a growth in shareholder value[8]. - As of September 30, 2022, total equity increased to HKD 129,604,000 from HKD 93,271,000 as of April 1, 2021, reflecting a growth of approximately 38.8%[9]. - The company issued new shares during the period, resulting in an increase in share capital to HKD 15,384,000 from HKD 12,600,000, reflecting a growth of approximately 22.1%[9]. - The group reported a share capital of HKD 15,384,000 as of September 30, 2022, with 1,538,360,000 shares issued[39]. Operational Strategy - The company has plans for market expansion and new product development, although specific details were not disclosed in the report[7]. - The company is focusing on improving operational efficiency to mitigate losses and enhance profitability in the future[7]. - The company aims to become a leading service provider for a better life in China and a green leader in the Greater Bay Area, leveraging management's extensive business experience and networks in China[59]. - The company has expanded its supply business into related upstream and downstream operations in China, introducing two additional segments: (i) catering and (ii) environmental technology[60]. - The company has established operational points in Shenzhen and Zhongshan, and opened two restaurants in Zhongshan as part of its downstream business expansion[57]. Corporate Governance - The audit committee, established on September 26, 2016, consists of three independent non-executive directors, ensuring compliance with financial reporting and internal control procedures[94]. - The company has adopted sound corporate governance principles to maintain high levels of accountability and transparency, crucial for stakeholder trust[93]. - The company has complied with the corporate governance code throughout the reporting period, as confirmed by the board[93]. - The company appointed a new independent non-executive director and audit committee chair on September 22, 2022, ensuring compliance with listing rules[92]. - The company has maintained a commitment to high standards of corporate governance, which is essential for its ongoing success and shareholder value[93]. Employee and Share Options - Employee costs totaled approximately HKD 12.1 million during the reporting period, an increase from HKD 8.7 million in the previous year[79]. - The company granted share options during the reporting period, resulting in share-based payment expenses of approximately HKD 3.8 million[65]. - The company adopted a share option plan on September 26, 2016, to attract and retain qualified personnel, offering additional incentives to employees and partners[45]. - The maximum number of shares that can be issued upon the exercise of options granted under the plan is 128,000,000 shares, representing 10% of the total issued shares as of the listing date[46].

Financial Performance - For the fiscal year ending March 31, 2022, the total revenue of China Wantian Holdings Limited was approximately HKD 127.7 million, an increase of about 19.7% compared to HKD 106.7 million in the previous year[8]. - The gross profit rose significantly by approximately 41.7% to about HKD 18.7 million, up from HKD 13.2 million in the previous year[8]. - The company recorded a loss of approximately HKD 11.0 million for the fiscal year, with a basic loss per share of HKD 0.77[8]. - The company did not receive any government subsidies under the "Employment Support Scheme" for the fiscal year, compared to HKD 3.8 million received in the previous year[8]. - Other income decreased to approximately HKD 0.3 million from HKD 4.0 million the previous year, primarily due to the absence of non-recurring government subsidies received in the prior year[17]. - Financing costs decreased by approximately 45.5% to about HKD 0.6 million, down from HKD 1.1 million the previous year, due to repayment of bank borrowings[18]. - Sales and administrative expenses increased by approximately 31.5% to about HKD 23.8 million, compared to HKD 18.1 million the previous year, mainly due to legal and professional fees related to a comprehensive offer and increased operational expenses[19]. - The company reported a net loss of approximately HKD 11.0 million for the year, an increase of 34.1% from a loss of HKD 8.2 million the previous year[20]. Business Development and Strategy - The company plans to accelerate its business development in the Guangdong-Hong Kong-Macao Greater Bay Area, recognizing its strategic importance and growth potential[9]. - A new headquarters was established in Nanshan District, Shenzhen, in May 2022, marking the company's entry into the Greater Bay Area market[9]. - The company aims to leverage its strong business network and management experience to expand its existing operations in Hong Kong to the Greater Bay Area, which has a large potential customer base[9]. - The company anticipates stable development in its Hong Kong business as local dining conditions improve following the relaxation of gathering restrictions[9]. - The company expects the Chinese economy to recover rapidly in the post-pandemic era, presenting new market opportunities[9]. - The company plans to expand its fresh supply chain business into the Greater Bay Area, leveraging its existing supply chain advantages from Hong Kong[10]. - The retail and catering industry in China is projected to exceed RMB 6 trillion in revenue by 2024, with a compound annual growth rate of 8.8% over the next three years, providing a favorable market entry point for the company[11]. - The company aims to establish a green fresh food supply chain system in the Greater Bay Area, focusing on modern agricultural development and sustainable practices[12]. Financial Position and Assets - Total assets increased by 6.8% to approximately HKD 155.5 million as of March 31, 2022, compared to HKD 145.6 million a year earlier[28]. - Total liabilities decreased by 32.3% to approximately HKD 35.4 million as of March 31, 2022, down from HKD 52.3 million a year earlier[29]. - The current ratio improved to 2.4 as of March 31, 2022, compared to 1.3 a year earlier, due to new funds raised from the share subscription[29]. - The debt-to-equity ratio decreased to approximately 23.4% as of March 31, 2022, from 46.5% a year earlier[30]. - As of March 31, 2022, approximately HKD 22.1 million of the net proceeds from the share subscription remained unutilized[26]. Shareholder and Corporate Governance - The board does not recommend the payment of a final dividend for the year, consistent with the previous year[39]. - The company has adopted a share option plan to attract and retain top talent, allowing the board to grant options to various stakeholders, including employees and consultants[63]. - The company has established a robust corporate governance framework to maintain stakeholder trust and ensure accountability[106]. - The board consists of three executive directors and three independent non-executive directors, meeting the minimum requirement of the listing rules[113]. - The company has complied with disclosure requirements regarding related party transactions as per the listing rules[73]. - The company has established policies and procedures for the training and continuous professional development of directors and senior management[112]. - The company has established a dividend policy that considers the group's actual and expected financial performance, shareholder interests, and liquidity needs[155]. Environmental, Social, and Governance (ESG) Initiatives - The company is committed to fulfilling its social responsibilities while delivering economic returns to stakeholders[158]. - An ESG working group has been formed to manage and report on the company's ESG strategies and performance[159]. - The company aims to enhance its ESG performance by setting environmental goals related to emissions reduction, waste management, and resource conservation[159]. - The group reported a reduction in nitrogen oxides (NOx) emissions to 306.4 kg in 2022 from 361.7 kg in 2021, representing a decrease of approximately 15.2%[171]. - The group emphasizes the importance of sustainable economic growth and aims to provide ideal returns to shareholders annually[169]. - The company is committed to integrating sustainable development concepts into its business activities to minimize negative environmental impacts[170]. - The company has implemented various green initiatives, including energy-saving plans and waste management, to mitigate environmental impact, complying with local environmental laws[101]. Risk Management and Compliance - The group faces risks from rising procurement costs due to external factors such as extreme weather and supply-demand fluctuations[43]. - The group's sustainable growth relies on the profitability of its clients, which may be significantly affected by general economic conditions[44]. - The company has maintained effective internal control and risk management systems to protect shareholder investments and group assets[146]. - The board confirmed its responsibility for overseeing the company's internal control, financial monitoring, and risk management systems, with annual reviews conducted[146]. - The company has not established an internal audit function as per the corporate governance code, but the audit committee continues to assess the need for such a function annually[147].

[Company Information](index=2&type=section&id=Company%20Information) This section provides essential corporate details including board composition, authorized representatives, legal advisors, registered office, principal bankers, and stock code [Board of Directors and Company Secretary](index=2&type=section&id=Board%20of%20Directors%20and%20Company%20Secretary) Details the board's composition, including appointments and resignations of directors, and changes in the company secretary - Mr. Xu Guowei was appointed Chairman on August 19, 2021[2](index=2&type=chunk) - Mr. Zhong Xueyong was appointed Chief Executive Officer on August 19, 2021, and confirmed on September 29, 2021[2](index=2&type=chunk) - Mr. Lau Yau Chuen was appointed Company Secretary on October 21, 2021, with Ms. Yim Sau Ping resigning on the same day[2](index=2&type=chunk) [Authorized Representatives and Auditor](index=2&type=section&id=Authorized%20Representatives%20and%20Auditor) Identifies the company's authorized representatives and external auditor - Mr. Liu Tsz Ching and Mr. Lau Yau Chuen (appointed October 21, 2021) are the authorized representatives[2](index=2&type=chunk) - PricewaterhouseCoopers is the company's auditor[2](index=2&type=chunk) [Legal Advisers and Share Registrar](index=2&type=section&id=Legal%20Advisers%20and%20Share%20Registrar) Lists the company's legal advisers in Hong Kong and Cayman Islands, along with its share registrars - Hong Kong legal adviser is Messrs. Chu & Lau[2](index=2&type=chunk) - Cayman Islands principal share registrar is Ocorian Trust (Cayman) Limited[2](index=2&type=chunk) - Hong Kong share registrar branch is Tricor Investor Services Limited[2](index=2&type=chunk) [Registered Office and Principal Place of Business](index=2&type=section&id=Registered%20Office%20and%20Principal%20Place%20of%20Business) Provides the company's registered office address in the Cayman Islands and its principal place of business in Hong Kong - Cayman Islands registered office address is Windward 3, Regatta Office Park, PO Box 1350, Grand Cayman, KY1-1108, Cayman Islands[2](index=2&type=chunk) - Principal place of business in Hong Kong is Unit 2106A, 21/F, International Trade Centre, 33 Wang Chiu Road, Kowloon Bay, Hong Kong[2](index=2&type=chunk) [Principal Bankers and Stock Code](index=2&type=section&id=Principal%20Bankers%20and%20Stock%20Code) Lists the company's principal bankers and its stock code on the Stock Exchange - Principal bankers include OCBC Wing Hang Bank Limited and The Hongkong and Shanghai Banking Corporation Limited[2](index=2&type=chunk) - Stock code is **1854**[2](index=2&type=chunk) [Unaudited Condensed Consolidated Financial Statements](index=3&type=section&id=Unaudited%20Condensed%20Consolidated%20Financial%20Statements) This section presents the company's unaudited condensed consolidated financial performance, position, equity changes, and cash flows for the reporting period [Unaudited Condensed Consolidated Statement of Comprehensive Income](index=3&type=section&id=Unaudited%20Condensed%20Consolidated%20Statement%20of%20Comprehensive%20Income) The company reported a net loss of HKD 1,378 thousand for the six months ended September 30, 2021, a significant shift from a profit of HKD 161 thousand in the prior year Unaudited Condensed Consolidated Statement of Comprehensive Income for the Six Months Ended September 30, 2021 | Indicator | 2021 (HKD thousands) | 2020 (HKD thousands) | Change (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Revenue | 68,242 | 54,195 | 14,047 | 25.92% | | Cost of sales | (57,070) | (46,098) | (10,972) | 23.80% | | **Gross Profit** | **11,172** | **8,097** | **3,075** | **37.98%** | | Other income | 54 | 2,726 | (2,672) | -98.02% | | Selling and administrative expenses | (11,118) | (9,377) | (1,741) | 18.57% | | Operating (loss)/profit | (803) | 1,169 | (1,972) | -168.70% | | (Loss)/profit and total comprehensive (expense)/income for the period | (1,378) | 161 | (1,539) | -955.90% | | Basic and diluted (loss)/earnings per share (HK cents) | (0.10) | 0.01 | (0.11) | -1100.00% | [Unaudited Condensed Consolidated Statement of Financial Position](index=4&type=section&id=Unaudited%20Condensed%20Consolidated%20Statement%20of%20Financial%20Position) Total assets increased to HKD 180,367 thousand as of September 30, 2021, driven by growth in current assets and a substantial increase in equity from new share issuance Unaudited Condensed Consolidated Statement of Financial Position as at September 30, 2021 | Indicator | September 30, 2021 (HKD thousands) | March 31, 2021 (HKD thousands) | Change (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | **Assets** | | | | | | Total non-current assets | 78,339 | 79,790 | (1,451) | -1.82% | | Total current assets | 102,028 | 65,792 | 36,236 | 55.08% | | **Total assets** | **180,367** | **145,582** | **34,785** | **23.89%** | | **Equity** | | | | | | Equity attributable to owners of the Company | 129,604 | 93,282 | 36,322 | 38.94% | | Non-controlling interests | – | (11) | 11 | -100.00% | | **Total equity** | **129,604** | **93,271** | **36,333** | **38.95%** | | **Liabilities** | | | | | | Total non-current liabilities | 1,851 | 1,708 | 143 | 8.37% | | Total current liabilities | 48,912 | 50,603 | (1,691) | -3.34% | | **Total liabilities** | **50,763** | **52,311** | **(1,548)** | **-2.96%** | [Unaudited Condensed Consolidated Statement of Changes in Equity](index=5&type=section&id=Unaudited%20Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) Total equity significantly increased from HKD 93,271 thousand to HKD 129,604 thousand, primarily due to a HKD 37,800 thousand increase from new share issuance Unaudited Condensed Consolidated Statement of Changes in Equity for the Six Months Ended September 30, 2021 | Indicator | September 30, 2021 (HKD thousands) | April 1, 2021 (HKD thousands) | Change (HKD thousands) | | :--- | :--- | :--- | :--- | | Share capital | 15,120 | 12,600 | 2,520 | | Share premium | 82,151 | 46,971 | 35,180 | | Other reserves | 100 | 100 | 0 | | Retained earnings | 32,233 | 33,611 | (1,378) | | **Total attributable to owners of the Company** | **129,604** | **93,282** | **36,322** | | Non-controlling interests | – | (11) | 11 | | **Total equity** | **129,604** | **93,271** | **36,333** | | Issue of new shares | 37,800 | – | 37,800 | | Loss for the period | (1,375) | – | (1,375) | [Unaudited Condensed Consolidated Statement of Cash Flows](index=6&type=section&id=Unaudited%20Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) Net cash and cash equivalents increased by HKD 29,668 thousand, mainly from HKD 35,029 thousand in financing activities, offsetting outflows from operating and investing activities Unaudited Condensed Consolidated Statement of Cash Flows for the Six Months Ended September 30, 2021 | Indicator | 2021 (HKD thousands) | 2020 (HKD thousands) | Change (HKD thousands) | | :--- | :--- | :--- | :--- | | Net cash (used in)/generated from operating activities | (4,059) | 6,523 | (10,582) | | Net cash used in investing activities | (1,302) | (92) | (1,210) | | Net cash generated from/(used in) financing activities | 35,029 | (2,520) | 37,549 | | **Net increase in cash and cash equivalents** | **29,668** | **3,911** | **25,757** | | Cash and cash equivalents at end of period | 67,099 | 36,670 | 30,429 | [Notes to the Unaudited Condensed Consolidated Financial Statements](index=7&type=section&id=Notes%20to%20the%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations and disclosures for the unaudited condensed consolidated financial statements, covering accounting policies, risks, and specific financial items [Company Information and Principal Activities](index=7&type=section&id=Company%20Information%20and%20Principal%20Activities) The company, an investment holding entity registered in the Cayman Islands, primarily procures, processes, and supplies food ingredients, with recent changes in controlling ownership and public float - The Company is an investment holding company primarily engaged in the procurement, processing, and supply of food ingredients[8](index=8&type=chunk) - Jia Yuan Holdings Limited became the direct controlling company with approximately **51.06%** equity through share transfer and subscription[9](index=9&type=chunk) - The company restored its minimum public float requirement by placing 90,000,000 shares to independent third parties after the offer completion[9](index=9&type=chunk) [Basis of Preparation and Accounting Estimates](index=8&type=section&id=Basis%20of%20Preparation%20and%20Accounting%20Estimates) The condensed consolidated financial statements are prepared in accordance with HKFRS and Listing Rules, using historical cost convention, with minor amendments adopted for COVID-19 related rent concessions and interest rate benchmark reform - Financial statements are prepared in accordance with all applicable Hong Kong Financial Reporting Standards and the Listing Rules, using the historical cost convention[10](index=10&type=chunk) - Amendments related to COVID-19 rent concessions and interest rate benchmark reform were adopted with no significant financial impact[10](index=10&type=chunk) [Financial Risk Management](index=8&type=section&id=Financial%20Risk%20Management) The company faces credit, liquidity, and interest rate risks, with unchanged risk management policies since the last fiscal year, holding no financial assets or liabilities measured at fair value - The Group is exposed to credit risk, liquidity risk, and interest rate risk, with risk management policies unchanged since the last fiscal year[12](index=12&type=chunk) - As of September 30, 2021, the Group did not hold any financial assets or liabilities measured at fair value[13](index=13&type=chunk) [Segment Information and Revenue](index=9&type=section&id=Segment%20Information%20and%20Revenue) The company operates a single segment in Hong Kong, focusing on food ingredient procurement, processing, and supply, with total revenue of HKD 68,242 thousand for the period - The Group operates a single operating segment, primarily engaged in the procurement, processing, and supply of food ingredients in Hong Kong[14](index=14&type=chunk) Total Revenue | Indicator | 2021 (HKD thousands) | 2020 (HKD thousands) | Change (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Revenue, recognized at a point in time | 68,242 | 54,195 | 14,047 | 25.92% | - Customer A contributed **HKD 7,302 thousand** in revenue, accounting for over **10%** of total revenue[15](index=15&type=chunk) [Other Income and Expenses](index=9&type=section&id=Other%20Income%20and%20Expenses) Other income significantly decreased to HKD 54 thousand due to the absence of government grants received in the prior period, while inventory costs, transportation, and professional fees increased Other Income | Indicator | 2021 (HKD thousands) | 2020 (HKD thousands) | Change (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Miscellaneous income | 54 | 44 | 10 | 22.73% | | Government grants | – | 2,682 | (2,682) | -100.00% | | **Total** | **54** | **2,726** | **(2,672)** | **-98.02%** | Expenses by Nature (Partial) | Indicator | 2021 (HKD thousands) | 2020 (HKD thousands) | Change (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Cost of inventories | 43,948 | 33,910 | 10,038 | 29.59% | | Transportation expenses | 5,371 | 4,903 | 468 | 9.54% | | Professional fees | 2,551 | 1,148 | 1,403 | 122.21% | [Finance Costs and Income Tax Expense](index=10&type=section&id=Finance%20Costs%20and%20Income%20Tax%20Expense) Net finance costs decreased to HKD 356 thousand, mainly due to lower bank borrowing interest, and income tax expense also decreased to HKD 145 thousand, primarily deferred tax Net Finance Costs | Indicator | 2021 (HKD thousands) | 2020 (HKD thousands) | Change (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Interest expense on bank borrowings | 378 | 642 | (264) | -41.12% | | Finance costs | 379 | 644 | (265) | -41.15% | | Interest income | (23) | (26) | 3 | -11.54% | | **Net finance costs** | **356** | **618** | **(262)** | **-42.40%** | Income Tax Expense | Indicator | 2021 (HKD thousands) | 2020 (HKD thousands) | Change (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Current income tax – current period | – | 252 | (252) | -100.00% | | Deferred income tax | 145 | 87 | 58 | 66.67% | | **Income tax expense** | **145** | **339** | **(194)** | **-57.23%** | [(Loss) / Earnings Per Share and Dividends](index=11&type=section&id=(Loss)%20/%20Earnings%20Per%20Share%20and%20Dividends) Basic loss per share was **HKD 0.10 cents**, a decline from earnings of **HKD 0.01 cents** in the prior year, with no interim dividend proposed (Loss) / Earnings Per Share | Indicator | 2021 (HK cents) | 2020 (HK cents) | Change (HK cents) | | :--- | :--- | :--- | :--- | | Basic and diluted (loss) / earnings per share | (0.10) | 0.01 | (0.11) | - The Board does not recommend the payment of an interim dividend for the six months ended September 30, 2021[23](index=23&type=chunk) [Property, Plant and Equipment](index=12&type=section&id=Property,%20Plant%20and%20Equipment) The net book value of property, plant and equipment slightly decreased to HKD 31,407 thousand, as depreciation exceeded additions during the period Net Book Value of Property, Plant and Equipment | Indicator | September 30, 2021 (HKD thousands) | April 1, 2021 (HKD thousands) | Change (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Net book value at beginning of period | 32,513 | 32,513 | 0 | 0.00% | | Additions | 678 | – | 678 | N/A | | Depreciation | (1,784) | – | (1,784) | N/A | | **Net book value at end of period** | **31,407** | **32,513** | **(1,106)** | **-3.40%** | [Interests in a Joint Venture](index=12&type=section&id=Interests%20in%20a%20Joint%20Venture) The company holds a **50%** interest in Chung Hei International Investment Limited, a baking product manufacturer, with its share of loss reducing the equity book value to HKD 201 thousand - The Group holds a **50%** interest in Chung Hei International Investment Limited, primarily engaged in the production of baking products[29](index=29&type=chunk) Interests in a Joint Venture | Indicator | September 30, 2021 (HKD thousands) | April 1, 2021 (HKD thousands) | Change (HKD thousands) | | :--- | :--- | :--- | :--- | | At beginning of period | 275 | 275 | 0 | | Share of loss for the period | (74) | – | (74) | | **At end of period** | **201** | **275** | **(74)** | [Trade Receivables, Prepayments and Deposits](index=13&type=section&id=Trade%20Receivables,%20Prepayments%20and%20Deposits) Total trade receivables increased to HKD 26,704 thousand, primarily from third-party customers, with a loss allowance of HKD 7,071 thousand, and a significant portion over 120 days old Trade Receivables | Indicator | September 30, 2021 (HKD thousands) | March 31, 2021 (HKD thousands) | Change (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Trade receivables | 33,775 | 25,907 | 7,868 | 30.37% | | Less: Loss allowance | (7,071) | (6,160) | (911) | 14.79% | | **Net** | **26,704** | **19,747** | **6,957** | **35.23%** | Ageing Analysis of Trade Receivables | Ageing | September 30, 2021 (HKD thousands) | March 31, 2021 (HKD thousands) | Change (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | 1 to 30 days | 10,863 | 9,220 | 1,643 | 17.82% | | 31 to 60 days | 5,220 | 3,991 | 1,229 | 30.79% | | 61 to 90 days | 1,703 | 1,538 | 165 | 10.73% | | 91 to 120 days | 2,510 | 1,289 | 1,221 | 94.72% | | Over 120 days | 13,479 | 9,869 | 3,610 | 36.58% | | **Total** | **33,775** | **25,907** | **7,868** | **30.37%** | [Share Capital and Borrowings](index=14&type=section&id=Share%20Capital%20and%20Borrowings) Issued share capital increased to 1,512,000 thousand shares due to new share issuance, while total bank borrowings decreased to HKD 40,734 thousand, secured by company guarantees and assets Issued and Fully Paid Share Capital | Indicator | Number of Shares (thousands) | Face Value (HKD thousands) | | :--- | :--- | :--- | | As at March 31, 2021 | 1,260,000 | 12,600 | | New shares issued upon completion of share subscription | 252,000 | 2,520 | | **As at September 30, 2021** | **1,512,000** | **15,120** | Total Borrowings | Indicator | September 30, 2021 (HKD thousands) | March 31, 2021 (HKD thousands) | Change (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Bank borrowings repayable within one year | 5,404 | 5,353 | 51 | 0.95% | | Bank borrowings repayable after one year | 35,330 | 38,042 | (2,712) | -7.13% | | **Total borrowings** | **40,734** | **43,395** | **(2,661)** | **-6.13%** | - Bank borrowings are secured by company guarantees, buildings of approximately **HKD 15,418 thousand**, and right-of-use assets of approximately **HKD 40,940 thousand**[36](index=36&type=chunk) [Trade Payables, Accruals and Other Payables](index=15&type=section&id=Trade%20Payables,%20Accruals%20and%20Other%20Payables) Total trade payables increased to HKD 4,992 thousand, mainly to third parties, with accruals and other payables totaling HKD 3,174 thousand Trade Payables | Indicator | September 30, 2021 (HKD thousands) | March 31, 2021 (HKD thousands) | Change (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Related parties | 5 | 7 | (2) | -28.57% | | Third parties | 4,987 | 3,886 | 1,101 | 28.33% | | **Total** | **4,992** | **3,893** | **1,099** | **28.23%** | Ageing Analysis of Trade Payables | Ageing | September 30, 2021 (HKD thousands) | March 31, 2021 (HKD thousands) | Change (HKD thousands) | | :--- | :--- | :--- | :--- | | 0 to 30 days | 4,099 | 3,144 | 955 | | 31 to 60 days | 854 | 684 | 170 | | 61 to 90 days | 19 | 65 | (46) | | Over 90 days | 20 | – | 20 | | **Total** | **4,992** | **3,893** | **1,099** | [Commitments and Related Party Transactions](index=16&type=section&id=Commitments%20and%20Related%20Party%20Transactions) The company had no significant commitments, with related party transactions including sales to Wing Cheong Fu Limited and purchases from Au Kit Ying, alongside key management compensation - As of September 30, 2021, the Group had no significant commitments[39](index=39&type=chunk) Continuing Connected Transactions | Transaction Type | Related Party | 2021 (HKD thousands) | 2020 (HKD thousands) | Change (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | :--- | | Sale of goods | Wing Cheong Fu Limited | 329 | 269 | 60 | 22.30% | | Purchase of goods | Au Kit Ying | 10 | 33 | (23) | -69.70% | Key Management Compensation | Indicator | 2021 (HKD thousands) | 2020 (HKD thousands) | Change (HKD thousands) | | :--- | :--- | :--- | :--- | | Wages, salaries and allowances | 1,612 | 1,612 | 0 | | Retirement benefit costs | 18 | 18 | 0 | | **Total** | **1,630** | **1,630** | **0** | [Approval of Financial Statements](index=16&type=section&id=Approval%20of%20Financial%20Statements) The Board of Directors approved and authorized the publication of the unaudited condensed interim financial statements on November 23, 2021 - The Board approved and authorized the publication of the unaudited condensed interim financial statements on November 23, 2021[43](index=43&type=chunk) [Management Discussion and Analysis](index=17&type=section&id=Management%20Discussion%20and%20Analysis) This section provides an overview of the company's operational performance, financial results, and strategic outlook, including a comparison of business objectives and liquidity [Business Review and Outlook](index=17&type=section&id=Business%20Review%20and%20Outlook) The company, primarily an food ingredient supplier, recorded a net loss of approximately HKD 1.4 million, influenced by reduced government grants and professional fees, while planning to expand into the Greater Bay Area - The Group primarily procures, processes, and supplies food ingredients, specializing in vegetables and fruits for Hong Kong catering operators[44](index=44&type=chunk) - A net loss of approximately **HKD 1.4 million** was recorded for the six months ended September 30, 2021, compared to a net profit of approximately **HKD 0.2 million** in the prior year, mainly due to reduced non-recurring government grants and professional fees from the offer[44](index=44&type=chunk) - The company plans to change its name to "China Wantian Holdings Limited" and actively explore business potential in the Greater Bay Area while consolidating its existing food ingredient business[45](index=45&type=chunk) [Financial Review](index=17&type=section&id=Financial%20Review) This section reviews the company's financial performance, including revenue, cost of sales, gross profit, other income, selling and administrative expenses, and period loss, analyzing key changes [Revenue and Cost of Sales](index=17&type=section&id=Revenue%20and%20Cost%20of%20Sales) Revenue increased by **25.8%** to **HKD 68.2 million**, driven by improved catering conditions, with cost of sales rising **23.9%** to **HKD 57.1 million** - Revenue was approximately **HKD 68.2 million**, an increase of approximately **25.8%** compared to the prior year, mainly due to significant improvement in the catering business environment[46](index=46&type=chunk) - Cost of sales was approximately **HKD 57.1 million**, an increase of approximately **23.9%** compared to the prior year, consistent with revenue growth[47](index=47&type=chunk) [Gross Profit and Gross Margin](index=17&type=section&id=Gross%20Profit%20and%20Gross%20Margin) Gross profit increased by **38.3%** to **HKD 11.2 million**, with gross margin improving by **1.5 percentage points** to **16.4%**, reflecting effective cost management - Gross profit was approximately **HKD 11.2 million**, an increase of approximately **38.3%** compared to the prior year[48](index=48&type=chunk) - Gross margin was approximately **16.4%**, an increase of approximately **1.5 percentage points** compared to the prior year, mainly due to effective cost management measures[48](index=48&type=chunk) [Other Income](index=18&type=section&id=Other%20Income) Other income significantly decreased to **HKD 54 thousand** due to the absence of non-recurring government grants received in the prior period - Other income was approximately **HKD 54 thousand**, a significant decrease from approximately **HKD 2.7 million** in the prior year[50](index=50&type=chunk) - The decrease was mainly due to the absence of non-recurring government grants of approximately **HKD 2.7 million** (Employment Support Scheme under the Anti-epidemic Fund) received in the prior period[50](index=50&type=chunk) [Selling and Administrative Expenses](index=18&type=section&id=Selling%20and%20Administrative%20Expenses) Selling and administrative expenses increased by **18.1%** to **HKD 11.1 million**, primarily due to approximately **HKD 1.1 million** in professional fees incurred for the offer - Selling and administrative expenses were approximately **HKD 11.1 million**, an increase of approximately **18.1%** compared to the prior year[51](index=51&type=chunk) - The increase was mainly due to professional fees of approximately **HKD 1.1 million** incurred for the offer during the six months ended September 30, 2021[51](index=51&type=chunk) [(Loss) / Profit for the Period](index=18&type=section&id=(Loss)%20/%20Profit%20for%20the%20Period) The company recorded a loss of approximately **HKD 1.4 million** for the period, a reversal from a profit of approximately **HKD 0.2 million** in the prior year - For the six months ended September 30, 2021, the Group recorded a loss of approximately **HKD 1.4 million**, compared to a profit of approximately **HKD 0.2 million** in the prior year[52](index=52&type=chunk) [Comparison of Business Objectives with Actual Progress](index=18&type=section&id=Comparison%20of%20Business%20Objectives%20with%20Actual%20Progress) Of the approximately **HKD 47.8 million** net proceeds from listing, approximately **HKD 47.6 million** has been utilized for new processing facilities, human resources, logistics, and sales channels, with the remaining **HKD 0.2 million** expected to be used by December 31, 2022 - Net proceeds from listing were approximately **HKD 47.8 million**, with approximately **HKD 47.6 million** utilized as of September 30, 2021[54](index=54&type=chunk)[56](index=56&type=chunk) Use of Net Proceeds from Listing | Planned Use | Planned Use (HKD millions) | Actual Use (HKD millions) | Unutilized (HKD millions) | | :--- | :--- | :--- | :--- | | Acquisition of new processing base, facilities and equipment | 23.7 | 23.7 | – | | Further enhancement of human resources | 9.1 | 9.1 | – | | Expansion of logistics team | 9.7 | 9.7 | – | | Improvement of sales channels | 0.5 | 0.3 | 0.2 | | General working capital | 4.8 | 4.8 | – | | **Total** | **47.8** | **47.6** | **0.2** | - The remaining unutilized net proceeds of **HKD 0.2 million** are expected to be utilized on or before December 31, 2022[57](index=57&type=chunk) [Share Subscription and Use of Net Proceeds](index=19&type=section&id=Share%20Subscription%20and%20Use%20of%20Net%20Proceeds) The company raised approximately **HKD 37.7 million** net proceeds from share subscription to expand its capital base, with **HKD 0.5 million** used for bank loan repayment and the remaining **HKD 37.2 million** planned for use by December 31, 2022 - Net proceeds of approximately **HKD 37.7 million** were raised from the share subscription to introduce new capital and broaden the capital base[58](index=58&type=chunk) Use of Net Proceeds from Share Subscription | Planned Use | Planned Use (HKD millions) | Actual Use (HKD millions) | Unutilized (HKD millions) | | :--- | :--- | :--- | :--- | | Repayment of bank loans | 22.0 | 0.5 | 21.5 | | Opening of two retail stores | 10.0 | – | 10.0 | | General working capital | 5.7 | – | 5.7 | | **Total** | **37.7** | **0.5** | **37.2** | - As of September 30, 2021, approximately **HKD 37.2 million** of the net proceeds from the share subscription remained unutilized and is expected to be used on or before December 31, 2022[58](index=58&type=chunk) [Liquidity and Financial Resources](index=19&type=section&id=Liquidity%20and%20Financial%20Resources) The company funds its operations through cash generated from operations and bank borrowings, maintaining a sound financial position with approximately **HKD 40.7 million** in bank borrowings and **HKD 67.1 million** in cash and cash equivalents - The Group primarily funds its liquidity and capital requirements through cash generated from operations and bank borrowings[60](index=60&type=chunk) - As of September 30, 2021, bank borrowings were approximately **HKD 40.7 million**, and cash and cash equivalents were approximately **HKD 67.1 million**[60](index=60&type=chunk) - The Directors believe the Group's financial position is sound, enabling expansion of its core business and achievement of its objectives[60](index=60&type=chunk) [Gearing Ratio and Pledged Assets](index=20&type=section&id=Gearing%20Ratio%20and%20Pledged%20Assets) The gearing ratio decreased to approximately **31.4%** due to new share issuance, with approximately **HKD 56.4 million** in right-of-use assets pledged for bank financing - As of September 30, 2021, the gearing ratio decreased to approximately **31.4%** (March 31, 2021: approximately **46.5%**)[61](index=61&type=chunk) - The Group pledged leasehold land and buildings under right-of-use assets with a net book value of approximately **HKD 56.4 million** to secure bank financing[62](index=62&type=chunk) [Material Investments and Future Plans](index=20&type=section&id=Material%20Investments%20and%20Future%20Plans) As of September 30, 2021, the company had no material investments, acquisitions, or disposals of subsidiaries, associates, or joint ventures, nor any plans for significant capital assets - As of September 30, 2021, the Group had no material investments representing **5%** or more of its total assets[62](index=62&type=chunk) - During the reporting period, the Group had no material acquisitions or disposals of subsidiaries, associates, or joint ventures, nor any other plans for material investments or capital assets[62](index=62&type=chunk) [Foreign Exchange Risk and Treasury Policy](index=20&type=section&id=Foreign%20Exchange%20Risk%20and%20Treasury%20Policy) The company primarily transacts in HKD and does not face significant foreign exchange risk, thus having no hedging policy, while maintaining a prudent treasury approach for cash and liquidity - The Group's transactions are mostly settled in HKD, and the Directors believe there is no significant foreign exchange risk, thus no hedging policy is currently in place[63](index=63&type=chunk) - The Directors will continue to follow a prudent policy in managing the Group's cash balances and maintaining sound liquidity[64](index=64&type=chunk) [Contingent Liabilities and Commitments](index=20&type=section&id=Contingent%20Liabilities%20and%20Commitments) As of September 30, 2021, the company had no material contingent liabilities, significant lease commitments, or capital commitments for property, plant, and equipment - As of September 30, 2021, the Group had no material contingent liabilities[65](index=65&type=chunk) - As of September 30, 2021, the Group had no material lease commitments or capital commitments for the acquisition of property, plant and equipment[66](index=66&type=chunk) [Employee Information](index=20&type=section&id=Employee%20Information) The company had **76** employees in Hong Kong, a decrease from **83** in the prior year, with total staff costs of approximately **HKD 8.7 million** based on qualifications, duties, and performance - As of September 30, 2021, the Group had **76** employees based in Hong Kong (September 30, 2020: **83** employees)[68](index=68&type=chunk) - Total staff costs for the six months ended September 30, 2021, were approximately **HKD 8.7 million**[68](index=68&type=chunk) [Interim Dividend](index=21&type=section&id=Interim%20Dividend) The Board of Directors does not recommend the payment of an interim dividend for the six months ended September 30, 2021 - The Board does not recommend the payment of an interim dividend for the six months ended September 30, 2021[69](index=69&type=chunk) [Events After the Reporting Period](index=21&type=section&id=Events%20After%20the%20Reporting%20Period) This section details significant events that occurred after the reporting period, including proposed company name changes, public float restoration, and changes in key personnel and office location [Proposed Change of Company Name and Amendments to Articles of Association](index=21&type=section&id=Proposed%20Change%20of%20Company%20Name%20and%20Amendments%20to%20Articles%20of%20Association) The company proposed changing its English name to "China Wantian Holdings Limited" and its Chinese name to "中国万天控股有限公司," with these changes approved by shareholders and registered in the Cayman Islands - The company proposed changing its English name to "China Wantian Holdings Limited" and its Chinese name to "中国万天控股有限公司"[70](index=70&type=chunk) - The proposed change of company name and amendments to the Articles of Association were approved by shareholders on November 3, 2021[70](index=70&type=chunk) - The Registrar of Companies in the Cayman Islands issued the Certificate of Change of Name on November 5, 2021[70](index=70&type=chunk) [Sufficient Public Float](index=21&type=section&id=Sufficient%20Public%20Float) Following the offer, the company initially failed to meet the minimum public float requirement but restored it through a placement of 90,000,000 shares by Jia Yuan, after receiving a temporary waiver from the Stock Exchange - Immediately after the close of the offer, the company failed to meet the minimum public float requirement under Listing Rule 8.08(1)(a)[71](index=71&type=chunk) - The Stock Exchange granted a temporary waiver on September 24, 2021[71](index=71&type=chunk) - The company restored its minimum public float requirement after Jia Yuan completed the placement of **90,000,000** shares on October 19, 2021[71](index=71&type=chunk) [Change of Company Secretary and Authorized Representatives](index=21&type=section&id=Change%20of%20Company%20Secretary%20and%20Authorized%20Representatives) Ms. Yim Sau Ping resigned as company secretary, authorized representative, and financial controller on October 21, 2021, with Mr. Lau Yau Chuen appointed to these roles on the same day - Ms. Yim Sau Ping resigned as company secretary, authorized representative, and financial controller on October 21, 2021[72](index=72&type=chunk) - Mr. Lau Yau Chuen was appointed company secretary, authorized representative, and chief financial officer effective October 21, 2021[72](index=72&type=chunk) [Change of Principal Place of Business in Hong Kong](index=21&type=section&id=Change%20of%20Principal%20Place%20of%20Business%20in%20Hong%20Kong) The company's principal place of business in Hong Kong changed to Unit 2106A, 21/F, International Trade Centre, 33 Wang Chiu Road, Kowloon Bay, Hong Kong, effective October 4, 2021 - The principal place of business in Hong Kong changed to Unit 2106A, 21/F, International Trade Centre, 33 Wang Chiu Road, Kowloon Bay, Hong Kong, effective October 4, 2021[73](index=73&type=chunk) [Other Information](index=22&type=section&id=Other%20Information) This section covers additional corporate governance and disclosure items, including directors' and substantial shareholders' interests, securities dealings, and corporate governance practices [Directors' and Chief Executive's Interests](index=22&type=section&id=Directors'%20and%20Chief%20Executive's%20Interests) As of September 30, 2021, directors and the chief executive held interests in the company's shares, with Mr. Xu Guowei and Mr. Zhong Xueyong deemed to hold **67.27%** through Jia Yuan, and Mr. Liu Tsz Ching holding **13.23%** through Classic Line Directors' and Chief Executive's Long Positions in Ordinary Shares and Related Shares | Director Name | Capacity/Nature of Interest | Number of Shares Held | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Mr. Xu Guowei | Member of a group of parties acting in concert | 1,017,080,000 | 67.27% | | Mr. Zhong Xueyong | Member of a group of parties acting in concert | 1,017,080,000 | 67.27% | | Mr. Liu Tsz Ching | Interest of controlled corporation | 200,000,000 | 13.23% | - Mr. Xu Guowei and Mr. Zhong Xueyong are deemed to have interests in shares held by Jia Yuan[75](index=75&type=chunk) - Mr. Liu Tsz Ching is deemed to have interests in shares held by Classic Line, which is wholly owned by him[76](index=76&type=chunk) [Substantial Shareholders' Interests](index=23&type=section&id=Substantial%20Shareholders'%20Interests) As of September 30, 2021, Jia Yuan, as beneficial owner and a party acting in concert, held **1,017,080,000** shares (**67.27%**), with other entities and individuals deemed to hold similar interests Substantial Shareholders' and Other Persons' Long Positions in Ordinary Shares and Related Shares | Shareholder Name | Capacity/Nature of Interest | Number of Shares Held | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Jia Yuan | Beneficial owner/Member of a group of parties acting in concert | 1,017,080,000 | 67.27% | | Classic Line | Beneficial owner | 200,000,000 | 13.23% | | Ms. Hu Shu Chun | Interest of spouse | 200,000,000 | 13.23% | - Jia Yuan is **81%** owned by China Wantian International, which is **60%** owned by Wise Global (wholly owned by Mr. Xu) and **40%** owned by Yong Xing (wholly owned by Mr. Zhong)[79](index=79&type=chunk) - Multiple entities and individuals are deemed to be parties acting in concert with Jia Yuan, holding the same number of shares[80](index=80&type=chunk) [Dealings in Listed Securities](index=25&type=section&id=Dealings%20in%20Listed%20Securities) Neither the company nor its subsidiaries bought or redeemed any of its listed securities during the six months ended September 30, 2021 - Neither the company nor any of its subsidiaries bought or redeemed any of the company's listed securities during the six months ended September 30, 2021[81](index=81&type=chunk) [Changes in Directors' Information](index=25&type=section&id=Changes%20in%20Directors'%20Information) Mr. Liu Tsz Ching was re-designated from Chairman to Vice Chairman on August 19, 2021, and Mr. Zhong Xueyong was appointed Chief Executive Officer on September 29, 2021 - Mr. Liu Tsz Ching was re-designated from Chairman to Vice Chairman of the Board effective August 19, 2021[82](index=82&type=chunk) - Mr. Zhong Xueyong was appointed Chief Executive Officer of the company effective September 29, 2021[82](index=82&type=chunk) [Competing Interests and Conflicts of Interest](index=25&type=section&id=Competing%20Interests%20and%20Conflicts%20of%20Interest) No directors, controlling shareholders, or their close associates engaged in any business competing with the Group or had any conflicts of interest during the six months ended September 30, 2021 - During the six months ended September 30, 2021, no directors, controlling shareholders, or substantial shareholders, or their respective close associates, engaged in any business competing or likely to compete with the Group's business, or had any other conflicts of interest with the Group[83](index=83&type=chunk) [Directors' Securities Transactions](index=25&type=section&id=Directors'%20Securities%20Transactions) All directors confirmed compliance with the Model Code for Securities Transactions by Directors of Listed Issuers during the six months ended September 30, 2021, with no non-compliance incidents - All Directors confirmed compliance with the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix 10 of the Listing Rules, with no non-compliance incidents during the six months ended September 30, 2021[84](index=84&type=chunk) [Share Option Scheme](index=25&type=section&id=Share%20Option%20Scheme) The company adopted a share option scheme on September 26, 2016, to attract and retain talent, with no options granted, exercised, cancelled, lapsed, or outstanding during the reporting period - The company adopted a share option scheme by resolution on September 26, 2016, to attract and retain competent personnel and provide additional incentives[85](index=85&type=chunk) - The share option scheme stipulates a maximum limit of **10%** for shares granted and a **1%** limit for any single participant[86](index=86&type=chunk) - During the six months ended September 30, 2021, no share options were granted, exercised, cancelled, lapsed, or expired, and there were no outstanding share options under the scheme[88](index=88&type=chunk) [Corporate Governance Practices](index=26&type=section&id=Corporate%20Governance%20Practices) The company maintains high corporate governance standards and generally complied with the Corporate Governance Code, with minor deviations regarding independent non-executive directors' and committee chairpersons' attendance at the AGM - The company has adopted sound corporate governance principles and is committed to achieving and maintaining a high level of corporate governance[89](index=89&type=chunk) - The company complied with the Corporate Governance Code, with deviations from Code Provisions A.6.7 and E.1.2 regarding the attendance of independent non-executive directors and committee chairpersons at the Annual General Meeting[90](index=90&type=chunk) [Audit Committee](index=27&type=section&id=Audit%20Committee) The Audit Committee, established on September 26, 2016, and chaired by Mr. Ng Kei Man, reviewed the unaudited condensed consolidated financial statements for the period, confirming compliance with accounting standards and Listing Rules - The Audit Committee was established on September 26, 2016, comprising three independent non-executive directors, with Mr. Ng Kei Man as Chairman[91](index=91&type=chunk) - The Audit Committee reviewed the unaudited condensed consolidated financial statements for the six months ended September 30, 2021, confirming compliance with applicable accounting standards and Listing Rules, with adequate disclosures[91](index=91&type=chunk)

[Company Information](index=2&type=section&id=Company%20Information) This section provides core company details including board members, committee composition, company secretary, legal advisors, auditor, share registrar, principal bankers, and company website - This section provides core company information, including board members, committee composition, company secretary, legal advisors, auditor (PricewaterhouseCoopers), share registrar, principal bankers, and company website[3](index=3&type=chunk)[4](index=4&type=chunk) [Chairman's Statement](index=4&type=section&id=Chairman's%20Statement) The Chairman's Statement reviews the challenging year 2020 impacted by the COVID-19 pandemic, highlighting the group's proactive measures to address market volatility and maintain cautious optimism for future business recovery - The Chairman's Statement reviews the challenging year 2020, impacted by the COVID-19 pandemic, noting the difficult operating environment for the catering industry and reduced demand for food ingredients[6](index=6&type=chunk)[8](index=8&type=chunk) Annual Performance Summary | Indicator | Year Ended March 31, 2021 | Year Ended March 31, 2020 | | :--- | :--- | :--- | | Total Revenue | Approx. HK$106.7 million | Approx. HK$154.1 million | | Net Loss | Approx. HK$8.2 million | Approx. HK$4.7 million | [Management Discussion and Analysis](index=6&type=section&id=Management%20Discussion%20and%20Analysis) [Business Review and Outlook](index=6&type=section&id=Business%20Review%20and%20Outlook) The Group primarily procures, processes, and supplies food ingredients to Hong Kong catering operators, recording an expanded net loss of approximately HK$8.2 million due to reduced revenue and gross profit amid the pandemic, with future strategies focusing on market monitoring, new supply sources, and cost management - For the year ended March 31, 2021, the Group recorded a net loss of approximately **HK$8.2 million**, an increase from **HK$4.7 million** in the prior year, primarily due to decreased revenue and lower gross profit[10](index=10&type=chunk) - Future strategies include closely monitoring market conditions, exploring new sources for vegetables and fruits, fine-tuning product mix, and implementing cost management measures[11](index=11&type=chunk) [Financial Performance Analysis](index=6&type=section&id=Financial%20Performance%20Analysis) This fiscal year, the Group's financial performance was significantly impacted, with revenue down 30.8% year-on-year, gross profit down 31.3%, and a substantial increase in impairment losses on trade receivables to HK$6.9 million, leading to an expanded loss attributable to equity holders of HK$8.2 million Year-on-Year Financial Metric Changes | Indicator | FY2021 (HK$ million) | FY2020 (HK$ million) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Revenue | 106.7 | 154.1 | -30.8% | | Cost of Sales | 93.5 | 134.9 | -30.7% | | Gross Profit | 13.2 | 19.2 | -31.3% | | Gross Profit Margin | 12.4% | 12.5% | -0.1pp | | Impairment Loss on Trade Receivables | 6.9 | 0.7 | +885.7% | | Selling and Administrative Expenses | 18.1 | 21.5 | -15.8% | | Loss Attributable to Equity Holders | 8.2 | 4.7 | +74.5% | [Use of Listing Proceeds](index=8&type=section&id=Use%20of%20Listing%20Proceeds) The company raised net proceeds of approximately HK$47.8 million from its listing, with approximately HK$47.6 million utilized by March 31, 2021, primarily for acquiring a new processing base, enhancing human resources, and expanding the logistics team, leaving HK$0.2 million unutilized for sales channel improvement Details of Use of Listing Proceeds (as of March 31, 2021) | Purpose | Planned Use (HK$ million) | Actual Use (HK$ million) | Unutilized Funds (HK$ million) | | :--- | :--- | :--- | :--- | | Acquisition of new processing base, facilities, and equipment | 23.7 | 23.7 | – | | Further enhancement of human resources | 9.1 | 9.1 | – | | Expansion of logistics team | 9.7 | 9.7 | – | | Improvement of sales channels | 0.5 | 0.3 | 0.2 | | General working capital | 4.8 | 4.8 | – | | **Total** | **47.8** | **47.6** | **0.2** | [Liquidity, Financial Resources, and Risk Management](index=9&type=section&id=Liquidity%2C%20Financial%20Resources%2C%20and%20Risk%20Management) The Group primarily meets liquidity needs through operating cash and bank borrowings, with bank balances and cash of approximately HK$37.4 million and bank borrowings of HK$43.4 million at period-end, while facing credit concentration risk in trade receivables where the top five customers account for 64.8% of the total Liquidity and Capital Structure (as of March 31) | Indicator | 2021 (HK$ million) | 2020 (HK$ million) | | :--- | :--- | :--- | | Bank Borrowings | 43.4 | 48.5 | | Bank Balances and Cash | 37.4 | 32.8 | | Gearing Ratio | 46.5% | 47.8% | - The Group faces credit concentration risk in trade receivables, with the top five customers accounting for approximately **64.8%** of the total as of March 31, 2021[30](index=30&type=chunk) - The Group's transactions are predominantly settled in Hong Kong Dollars, and thus the Directors believe the Group is not exposed to significant foreign exchange risk[24](index=24&type=chunk) [Environmental, Social and Governance Report](index=13&type=section&id=Environmental%2C%20Social%20and%20Governance%20Report) [ESG Governance and Reporting Framework](index=13&type=section&id=ESG%20Governance%20and%20Reporting%20Framework) This report details the Group's ESG performance, outlining a top-down governance structure overseen by the Board, with designated personnel managing ESG matters, and identifying key issues like product quality, occupational health, and customer satisfaction through stakeholder engagement and materiality assessment - The Group adopts a top-down ESG management approach, with the Board responsible for overseeing and formulating ESG strategies, and designated personnel managing specific matters[34](index=34&type=chunk) - Through materiality assessment, the Group identified key ESG issues most significant to its business and stakeholders, including product quality management, occupational health and safety, customer satisfaction, and corporate profitability[40](index=40&type=chunk)[43](index=43&type=chunk) [Environmental Performance](index=16&type=section&id=Environmental%20Performance) The Group is committed to reducing its environmental impact, achieving a decrease in total greenhouse gas emissions from 806 to 751 tonnes of CO2e, significant reductions in total energy consumption (7.2%) and water consumption (58%), and actively managing waste through source reduction and recycling Greenhouse Gas Emissions (tonnes of CO2e) | Scope | 2021 | 2020 | | :--- | :--- | :--- | | Scope 1 – Direct Emissions | 421 | 274 | | Scope 2 – Energy Indirect Emissions | 303 | 520 | | Scope 3 – Other Indirect Emissions | 27 | 12 | | **Total Greenhouse Gas Emissions** | **751** | **806** | Resource Consumption | Indicator | Unit | 2021 | 2020 | | :--- | :--- | :--- | :--- | | Total Energy Consumption | kWh | 1,274,297 | 1,372,947 | | Total Water Consumption | cubic meters | 4,316 | 10,261 | | Total Non-Hazardous Waste | tonnes | 24 | 22 | [Social Performance](index=25&type=section&id=Social%20Performance) The Group values its employees, providing an equitable, safe, and developmental work environment, with 81 employees and a 30% turnover rate, reporting one work-related injury, while strictly adhering to labor standards, managing a supply chain of 68 vendors with a focus on food safety, and actively engaging in community investment through food donations - As of March 31, 2021, the Group employed **81** staff in Hong Kong, with **57%** male and **43%** female, and the **51 years or above** age group accounting for the largest proportion (**49%**)[72](index=72&type=chunk)[73](index=73&type=chunk)[74](index=74&type=chunk) - During the reporting period, the Group recorded **1** reported work-related injury, resulting in a cumulative loss of **27** working days[83](index=83&type=chunk) - The Group has **68** suppliers, with **59%** from Hong Kong and **10%** from mainland China[90](index=90&type=chunk)[91](index=91&type=chunk) - The Group regularly donates food to local food assistance organizations, with approximately **2.8 tonnes** of fruits and vegetables donated during the reporting period[103](index=103&type=chunk) [Biographical Details of Directors and Senior Management](index=43&type=section&id=Biographical%20Details%20of%20Directors%20and%20Senior%20Management) This section provides detailed biographical information for the company's executive directors, non-executive directors, independent non-executive directors, and senior management, including their age, position, responsibilities, industry experience, and educational background - This section provides detailed biographical information for the company's executive directors, non-executive directors, independent non-executive directors, and senior management, including their age, position, responsibilities, industry experience, and educational background[110](index=110&type=chunk)[111](index=111&type=chunk)[112](index=112&type=chunk)[115](index=115&type=chunk)[116](index=116&type=chunk)[117](index=117&type=chunk) [Corporate Governance Report](index=46&type=section&id=Corporate%20Governance%20Report) [Corporate Governance Practices and the Board](index=46&type=section&id=Corporate%20Governance%20Practices%20and%20the%20Board) The company is committed to high corporate governance standards, adhering to the Listing Rules' Corporate Governance Code, with a six-member Board comprising two executive, one non-executive, and three independent non-executive directors, ensuring a balance of power by separating Chairman and CEO roles, and all directors engaging in continuous professional development - The Board believes the company has complied with the code provisions of the Corporate Governance Code throughout the year[119](index=119&type=chunk) - The Board comprises **six** directors, including **three** independent non-executive directors, exceeding one-third of the Board members, in compliance with Listing Rules requirements[122](index=122&type=chunk) - The roles of Chairman (Mr. Liu Tsz Ching) and Chief Executive Officer (Ms. Wu Shuk Kwan) are distinct and not held by the same individual, ensuring a balance of power[126](index=126&type=chunk) [Board Committees](index=50&type=section&id=Board%20Committees) The Board has established a Remuneration Committee, Nomination Committee, and Audit Committee to oversee specific areas, with the Remuneration Committee advising on compensation, the Nomination Committee reviewing Board composition and recommending new directors, and the Audit Committee reviewing financial information, internal controls, and risk management systems, all of which held meetings during the reporting period - The Audit Committee, composed of **three** independent non-executive directors, is responsible for reviewing financial reporting, internal controls, and risk management systems, and has reviewed the consolidated financial statements for the year[136](index=136&type=chunk) - The Nomination Committee is responsible for reviewing Board composition and diversity, and recommending director candidates based on the nomination policy[132](index=132&type=chunk)[133](index=133&type=chunk) - The Remuneration Committee is responsible for recommending to the Board the remuneration policy and structure for Directors and senior management[131](index=131&type=chunk) [Risk Management and Internal Control](index=55&type=section&id=Risk%20Management%20and%20Internal%20Control) The Group maintains effective internal control and risk management systems to safeguard shareholder investments and assets, with the Board annually reviewing their effectiveness, and an independent consultant's review confirming the systems' efficacy and sufficiency, while the need for an internal audit function is annually assessed by the Audit Committee and Board - The Board confirms its overall responsibility for overseeing the company's internal control, financial control, and risk management systems, conducting an effectiveness review at least annually[142](index=142&type=chunk) - The Audit Committee has reviewed the internal control review report issued by an independent consulting firm and considers the Group's risk management and internal control systems to be effective and sufficient for the year[143](index=143&type=chunk) [Directors' Report](index=58&type=section&id=Directors'%20Report) [Principal Activities and Dividends](index=58&type=section&id=Principal%20Activities%20and%20Dividends) The company's principal activity is investment holding, with the Group primarily engaged in food processing and supplying vegetables and fruits in Hong Kong, and no significant change in business nature, while the Board does not recommend a final dividend for the year ended March 31, 2021, considering the year's performance - The Group's principal business involves supplying over **1,300** types of food ingredients to more than **480** customer outlets in Hong Kong, with a focus on vegetables and fruits[149](index=149&type=chunk) - The Board does not recommend the payment of a final dividend for the year ended March 31, 2021[152](index=152&type=chunk) [Major Customers and Suppliers](index=62&type=section&id=Major%20Customers%20and%20Suppliers) This year, the Group experienced high customer and supplier concentration, with the largest customer accounting for 10.3% of total revenue and the top five customers for 35.5%, while the largest supplier accounted for 53.0% of total purchases and the top five suppliers for 76.2% Customer and Supplier Concentration | Concentration Indicator | % of Total (FY2021) | % of Total (FY2020) | | :--- | :--- | :--- | | Largest Customer as % of Total Revenue | 10.3% | 8.5% | | Top Five Customers as % of Total Revenue | 35.5% | 37.1% | | Largest Supplier as % of Total Purchases | 53.0% | 48.5% | | Top Five Suppliers as % of Total Purchases | 76.2% | 68.5% | [Directors' and Shareholders' Interests](index=63&type=section&id=Directors'%20and%20Shareholders'%20Interests) The report details the interests of directors and chief executives in the company's shares, with founder and Chairman Mr. Liu Tsz Ching holding 57.14% through Classic Line Holdings Limited as the controlling shareholder, and his spouse Ms. Wu Shuk Kwan deemed to have the same interest, with no other major shareholders holding 10% or more Major Shareholder Holdings (as of March 31, 2021) | Shareholder Name | Capacity/Nature of Interest | Number of Shares Concerned | Approximate % of Shareholding | | :--- | :--- | :--- | :--- | | Mr. Liu Tsz Ching | Interest in controlled corporation | 720,000,000 | 57.14% | | Ms. Wu Shuk Kwan | Spouse's interest | 720,000,000 | 57.14% | | Classic Line Holdings Limited | Beneficial owner | 720,000,000 | 57.14% | [Financial Summary](index=70&type=section&id=Financial%20Summary) This section provides a five-year summary of the Group's financial performance, assets, and liabilities, showing a decline in revenue and a shift from profit to loss in recent years, alongside fluctuations in total assets and liabilities Summary of Results, Assets and Liabilities for the Past Five Financial Years (HK$ thousands) | Year Ended March 31 | 2021 | 2020 | 2019 | 2018 | 2017 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Revenue** | 106,706 | 154,078 | 185,939 | 176,841 | 166,300 | | **Gross Profit** | 13,248 | 19,225 | 43,955 | 44,590 | 35,074 | | **(Loss)/Profit Before Income Tax** | (8,560) | (3,572) | 20,353 | 27,523 | 6,696 | | **(Loss)/Profit for the Year** | (8,244) | (4,746) | 16,059 | 22,861 | 3,410 | | **Total Assets** | 145,582 | 160,503 | 150,736 | 130,688 | 112,911 | | **Total Liabilities** | 52,311 | 58,988 | 39,675 | 35,653 | 40,737 | [Independent Auditor's Report](index=71&type=section&id=Independent%20Auditor's%20Report) PricewaterhouseCoopers issued an unmodified opinion on the Group's consolidated financial statements, affirming their fair presentation of the Group's financial position and performance in compliance with accounting standards and regulations, while highlighting "Impairment testing of trade receivables" as a key audit matter due to significant management judgment - Auditor PricewaterhouseCoopers issued an unmodified opinion on the Group's consolidated financial statements, affirming they present a true and fair view of the Group's financial position and performance, and are properly prepared in compliance with relevant accounting standards and regulations[189](index=189&type=chunk) - A key audit matter identified was "Impairment testing of trade receivables" due to significant management judgment and estimation involved, particularly in the application of the expected credit loss model, which received focused attention from the auditor[192](index=192&type=chunk)[193](index=193&type=chunk) [Consolidated Financial Statements](index=76&type=section&id=Consolidated%20Financial%20Statements) [Consolidated Statement of Comprehensive Income](index=76&type=section&id=Consolidated%20Statement%20of%20Comprehensive%20Income) This year, the Group's revenue significantly decreased to HK$106,706 thousand from HK$154,078 thousand, leading to an expanded operating loss of HK$7,700 thousand due to lower revenue and increased impairment losses on trade receivables, resulting in a loss attributable to equity holders of HK$8,240 thousand and a basic loss per share of HK$0.65 cents Summary of Consolidated Statement of Comprehensive Income (HK$ thousands) | Indicator | FY2021 | FY2020 | | :--- | :--- | :--- | | Revenue | 106,706 | 154,078 | | Gross Profit | 13,248 | 19,225 | | Operating Loss | (7,700) | (2,864) | | Loss Before Income Tax | (8,560) | (3,572) | | Loss and Total Comprehensive Expense for the Year | (8,244) | (4,746) | | Basic and Diluted Loss Per Share (HK cents) | (0.65) | (0.37) | [Consolidated Statement of Financial Position](index=77&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2021, the Group's total assets decreased to HK$145,582 thousand from HK$160,503 thousand, primarily due to reduced trade receivables, while total liabilities decreased from HK$58,988 thousand to HK$52,311 thousand, with total equity at HK$93,271 thousand Summary of Consolidated Statement of Financial Position (HK$ thousands) | Indicator | March 31, 2021 | March 31, 2020 | | :--- | :--- | :--- | | **Assets** | | | | Non-current Assets | 79,790 | 83,105 | | Current Assets | 65,792 | 77,398 | | **Total Assets** | **145,582** | **160,503** | | **Equity and Liabilities** | | | | Total Equity | 93,271 | 101,515 | | Non-current Liabilities | 1,708 | 2,379 | | Current Liabilities | 50,603 | 56,609 | | **Total Liabilities** | **52,311** | **58,988** | | **Total Equity and Liabilities** | **145,582** | **160,503** | [Consolidated Statement of Cash Flows](index=80&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) This year, the Group generated a net cash inflow from operating activities of HK$11,464 thousand, a significant improvement from the prior year's net outflow of HK$5,414 thousand, with net cash outflows from investing activities of HK$1,632 thousand and financing activities of HK$5,160 thousand, primarily for bank loan repayments, increasing year-end cash and cash equivalents to HK$37,431 thousand Summary of Consolidated Statement of Cash Flows (HK$ thousands) | Indicator | FY2021 | FY2020 | | :--- | :--- | :--- | | Net Cash From/(Used In) Operating Activities | 11,464 | (5,414) | | Net Cash Used In Investing Activities | (1,632) | (3,555) | | Net Cash (Used In)/From Financing Activities | (5,160) | 17,026 | | **Net Increase in Cash and Cash Equivalents** | **4,672** | **8,057** | | Cash and Cash Equivalents at Year End | 37,431 | 32,759 | [Notes to the Consolidated Financial Statements](index=81&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) [Note 3 Financial Risk Management](index=96&type=section&id=Note%203%20Financial%20Risk%20Management) This note details the Group's primary financial risks, including credit, liquidity, and interest rate risks, with credit risk stemming from trade receivables and high customer concentration, where impairment provisions significantly increased this year, while liquidity risk is managed by maintaining sufficient cash and credit lines, and the gearing ratio stands at 47% - The Group applies a simplified approach to measure expected credit losses for trade receivables, with a significant increase in loss allowance to **HK$6,160 thousand** as of March 31, 2021, from **HK$548 thousand** in the prior year[262](index=262&type=chunk)[264](index=264&type=chunk) - The Group's gearing ratio (total debt/total equity) was **47%** as of March 31, 2021, a slight decrease from **48%** in the previous year[273](index=273&type=chunk) [Note 5 Segment Information](index=104&type=section&id=Note%205%20Segment%20Information) Based on internal reports to the chief operating decision maker, the Group operates a single segment: procuring, processing, and supplying food ingredients in Hong Kong, with revenue from a single largest customer (Customer A) accounting for 10.3% of total revenue this year - The Group operates a single business segment, which involves procuring, processing, and supplying food ingredients in Hong Kong[279](index=279&type=chunk) - During the year, revenue from Customer A amounted to **HK$10,966 thousand**, representing over **10%** of the Group's total revenue[280](index=280&type=chunk) [Note 18 Trade Receivables](index=118&type=section&id=Note%2018%20Trade%20Receivables) At the reporting period end, total trade receivables were HK$25,907 thousand, with a net book value of HK$19,747 thousand after deducting a loss allowance of HK$6,160 thousand, and the aging analysis indicates a significant portion of receivables, HK$9,869 thousand, were over 120 days past due Aging Analysis of Trade Receivables (Gross, HK$ thousands) | Aging | March 31, 2021 | March 31, 2020 | | :--- | :--- | :--- | | 1 to 30 days | 9,220 | 7,787 | | 31 to 60 days | 3,991 | 4,598 | | 61 to 90 days | 1,538 | 5,300 | | 91 to 120 days | 1,289 | 2,876 | | Over 120 days | 9,869 | 11,889 | | **Total** | **25,907** | **32,450** |

[Financial Statements](index=3&type=section&id=Financial%20Statements) [Unaudited Condensed Consolidated Statement of Comprehensive Income](index=3&type=section&id=Unaudited%20Condensed%20Consolidated%20Statement%20of%20Comprehensive%20Income) The Group achieved a profit of HKD 0.16 million for the six months ended September 30, 2020, reversing a prior-year loss despite a 35.8% revenue decline, primarily due to increased other income and cost control Summary of Consolidated Income Statement | Indicator | For the Six Months Ended September 30 (Unaudited) | Year-on-Year Change | | :--- | :--- | :--- | | | **2020** | **2019** | | **Revenue** | **HKD 54.2 million** | -35.8% | | | HKD 84.37 million | | | **Gross Profit** | **HKD 8.1 million** | -30.8% | | | HKD 11.72 million | | | **Operating Profit / (Loss)** | **HKD 1.17 million** | Turned to Profit | | | (HKD 0.79 million) | | | **Profit / (Loss) for the Period** | **HKD 0.16 million** | Turned to Profit | | | (HKD 1.24 million) | | | **Basic Earnings / (Loss) Per Share** | **0.01 HK cents** | Turned to Profit | | | (0.10 HK cents) | | [Unaudited Condensed Consolidated Balance Sheet](index=4&type=section&id=Unaudited%20Condensed%20Consolidated%20Balance%20Sheet) As of September 30, 2020, the Group's total assets slightly decreased to HKD 157.96 million, while total liabilities reduced and equity marginally increased, indicating a stable financial position Summary of Consolidated Balance Sheet | Indicator | September 30, 2020 (HKD thousand) | March 31, 2020 (HKD thousand) | | :--- | :--- | :--- | | **Total Assets** | 157,962 | 160,503 | | Non-current Assets | 80,712 | 83,105 | | Current Assets | 77,250 | 77,398 | | **Total Liabilities** | 56,286 | 58,988 | | **Total Equity** | 101,676 | 101,515 | [Unaudited Condensed Consolidated Statement of Cash Flows](index=6&type=section&id=Unaudited%20Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) For the six months ended September 30, 2020, net cash from operating activities significantly increased to HKD 6.52 million, improving liquidity with period-end cash at HKD 36.67 million Summary of Cash Flow Statement | Indicator (HKD thousand) | For the Six Months Ended September 30 (Unaudited) | | | :--- | :--- | :--- | | | **2020** | **2019** | | **Net Cash Generated from Operating Activities** | 6,523 | 1,717 | | **Net Cash Used in Investing Activities** | (92) | (2,164) | | **Net Cash Used in Financing Activities** | (2,520) | (891) | | **Cash and Cash Equivalents at End of Period** | 36,670 | 23,364 | [Notes to the Unaudited Condensed Consolidated Financial Statements](index=7&type=section&id=Notes%20to%20the%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) [1. Corporate Information and Basis of Preparation](index=7&type=section&id=1.%20Corporate%20Information%20and%20Basis%20of%20Preparation) The Group's core business is sourcing and supplying food ingredients in Hong Kong, with financial statements prepared under HKFRS, and new standards having no significant impact - The Group's core business involves sourcing, processing, and supplying food ingredients in Hong Kong[8](index=8&type=chunk) - The Company's shares were transferred from GEM to the Main Board of the Stock Exchange on March 21, 2019[8](index=8&type=chunk) - New and revised accounting standards adopted during the period had no significant financial impact on the condensed consolidated financial statements[10](index=10&type=chunk) [5. Segment Information](index=9&type=section&id=5.%20Segment%20Information) The Group operates solely in the food ingredient supply segment in Hong Kong, with revenue from goods and services declining 35.8% year-on-year, supplemented by HKD 2.68 million in government subsidies Revenue and Other Income | Item (HKD thousand) | For the Six Months Ended September 30 (Unaudited) | | | :--- | :--- | :--- | | | **2020** | **2019** | | **Sales of Goods and Services** | 54,195 | 84,374 | | **Government Subsidies** | 2,682 | – | - No major customer information is presented as no single customer's revenue accounted for 10% or more of the total[17](index=17&type=chunk) [11. Dividends](index=11&type=section&id=11.%20Dividends) The Board does not recommend an interim dividend for the six months ended September 30, 2020, consistent with the previous period - The Board does not recommend the payment of an interim dividend for the six months ended September 30, 2020[26](index=26&type=chunk) [Management Discussion and Analysis](index=17&type=section&id=Management%20Discussion%20and%20Analysis) [Business and Financial Review](index=17&type=section&id=Business%20and%20Financial%20Review) The Group's revenue declined 35.8% to HKD 54.2 million due to COVID-19's impact on Hong Kong's catering industry, but government subsidies enabled a net profit of approximately HKD 0.2 million - The Group transitioned from a net loss to a net profit, primarily due to government subsidies from the Hong Kong government related to the COVID-19 outbreak, partially offsetting the decline in revenue and gross profit[43](index=43&type=chunk) Summary of Financial Performance | Indicator | For the Six Months Ended September 30 | | | :--- | :--- | :--- | | | **2020** | **2019** | | **Revenue** | Approx. HKD 54.2 million | Approx. HKD 84.4 million | | **Net Profit / (Net Loss)** | Approx. HKD 0.2 million | Approx. (HKD 1.2 million) | [Performance Analysis](index=18&type=section&id=Performance%20Analysis) Cost of sales decreased 36.6%, aligning with revenue, while gross profit declined 30.8% to HKD 8.1 million, yet gross margin improved to 14.9% due to cost management and reduced administrative expenses - Gross profit margin increased from **13.9% to 14.9%** year-on-year, primarily due to cost management measures and reallocation of operational staff resources[47](index=47&type=chunk) - Selling and administrative expenses decreased by **24.8%**, partly due to professional fees incurred in the prior period related to the transfer of listing[49](index=49&type=chunk) - Other income significantly increased, primarily due to the receipt of government subsidies related to the COVID-19 outbreak[48](index=48&type=chunk) [Use of Net Proceeds from Listing](index=19&type=section&id=Use%20of%20Net%20Proceeds%20from%20Listing) As of September 30, 2020, approximately HKD 47.2 million of the HKD 47.8 million net listing proceeds were utilized, with the remaining HKD 0.6 million allocated for logistics and sales channel improvements Use of Net Proceeds from Listing (HKD million) | Planned Use | Planned Amount | Actual Use | Unutilized Amount | | :--- | :--- | :--- | :--- | | Acquisition of new processing base, facilities, and equipment | 23.7 | 23.7 | – | | Further enhancement of human resources | 9.1 | 9.1 | – | | Expansion of logistics team | 9.7 | 9.4 | 0.3 | | Improvement of sales channels | 0.5 | 0.2 | 0.3 | | General working capital | 4.8 | 4.8 | – | | **Total** | **47.8** | **47.2** | **0.6** | [Liquidity and Financial Resources](index=19&type=section&id=Liquidity%20and%20Financial%20Resources) The Group maintains a robust financial position, with bank balances and cash of HKD 36.7 million and total borrowings of HKD 46.0 million as of September 30, 2020, while the gearing ratio slightly decreased to 45.4% Liquidity Ratios | Indicator | September 30, 2020 | March 31, 2020 | | :--- | :--- | :--- | | **Bank Balances and Cash** | Approx. HKD 36.7 million | Approx. HKD 32.8 million | | **Total Borrowings** | Approx. HKD 46.0 million | Approx. HKD 48.5 million | | **Gearing Ratio** | Approx. 45.4% | Approx. 47.8% | [Other Information](index=21&type=section&id=Other%20Information) [Interests and Short Positions of Directors and Chief Executive](index=21&type=section&id=Interests%20and%20Short%20Positions%20of%20Directors%20and%20Chief%20Executive) As of September 30, 2020, Chairman Mr. Liu Chi Ching, through Classic Line, beneficially owned 57.14% of the Company's shares, making him the controlling shareholder, with his spouse also deemed to hold the same interest Directors' Shareholding | Director's Name | Capacity / Nature of Interest | Number of Relevant Shares | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Mr. Liu Chi Ching | Interest in controlled corporation | 720,000,000 | 57.14% | | Ms. Wu Shuk Kwan | Spouse's interest | 720,000,000 | 57.14% | [Corporate Governance Practices](index=24&type=section&id=Corporate%20Governance%20Practices) The Company maintains high corporate governance standards, complying with the Listing Rules' Corporate Governance Code, and the Audit Committee has reviewed the interim financial statements for compliance and disclosure - The Company has complied with the principles and code provisions of the Corporate Governance Code during the reporting period[75](index=75&type=chunk) - The Audit Committee, comprising three independent non-executive directors, has reviewed the unaudited condensed consolidated financial statements for the six months ended September 30, 2020[76](index=76&type=chunk)