香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任 何部份內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 CHINA WANTIAN HOLDINGS LIMITED 中 國 萬 天 控 股 有 限 公 司 （ 於 開 曼 群 島 註 冊 成 立 之 有 限 公 司 ） （ 股 份 代 號 ： 1854） 中國萬天控股有限公司 主席兼執行董事 許國偉 香港，二零二五年八月十四日 於本公告日期，董事會包括執行董事許國偉博士及鍾學勇先生；及獨立非執行董 事雷彩姚女士、蕭鎮邦先生及林至頴先生。 董事會會議通告 中國萬天控股有限公司（「本公司」）董事（「董事」）會（「董事會」）謹此宣佈於二零 二五年八月二十八日（星期四）舉行董事會會議，藉以（其中包括）考慮及通過本公 司及其附屬公司截至二零二五年六月三十日止六個月的未經審核中期業績，以及 考慮派發中期股息（如有）。 承董事會命 ...

致：香港交易及結算所有限公司 公司名稱: 中國萬天控股有限公司 呈交日期: 2025年8月1日 股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年7月31日 狀態: 新提交 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 01854 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 10,000,000,000 | HKD | | 0.01 | HKD | | 100,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 10,000,000,000 | HKD | | 0.01 | HKD | | 100,000,000 | 本月底法定/ ...

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].

Economic Environment - The global economic activity has generally slowed down due to multiple factors, including high inflation and geopolitical tensions, with recession risks still present[1] - The restaurant industry in mainland China and Hong Kong has faced significant challenges due to the ongoing COVID-19 pandemic, leading to a sharp decline in demand[1] - As of 2023, the domestic service industry has begun to recover, with the accommodation and restaurant sectors showing strong growth, leading the recovery among various industries[2] Business Development and Strategy - The company has officially entered the Greater Bay Area market, establishing headquarters and offices in Shenzhen and Zhongshan to accelerate business development[7] - The company plans to focus on the live cattle breeding and trading industry, aiming to establish a complete industry chain from breeding to processing and sales in the Greater Bay Area[8] - The company aims to enhance its competitiveness and gradually become a leading green food supplier in the Greater Bay Area, focusing on core businesses such as live cattle breeding and green food supply chains[11] - The company expanded its restaurant business in Zhongshan, targeting young consumers, which enhanced brand recognition and customer base in the Greater Bay Area[113] - The company launched two new businesses in the second half of 2022: green dining and environmental technology, diversifying its operational portfolio[114] - The company aims for dual growth in total revenue and market share by leveraging synergies among its three main business areas[112] Financial Performance - The company'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[22] - The green food supply business generated revenue of approximately HKD 196.5 million, representing a 53.9% increase from HKD 127.7 million in the same period last year, primarily due to contributions from newly acquired businesses[22] - Gross profit increased by approximately 91.4% to about HKD 35.9 million, with a gross profit margin rising by 3.1 percentage points to approximately 17.8%[23] - The audited net profit for the year 2023 was approximately RMB 5.7 million, exceeding the target net profit[55] Expenses and Losses - Selling expenses rose to approximately HKD 2.2 million, an increase of about 268.1% from HKD 0.6 million, mainly due to promotional and delivery service costs in the restaurant business[29] - Administrative expenses increased by approximately 116.0% to about HKD 50.2 million, up from HKD 23.2 million, driven by the establishment of a headquarters in the Greater Bay Area and new business expansions[30] - The company recorded a loss of approximately HKD 27.7 million for the year, compared to a loss of about HKD 11.0 million for the year ended March 31, 2022[34] Capital and Financing - The company announced a rights issue on April 11, 2023, issuing 309,504,000 new shares at HKD 0.36 per share, raising approximately HKD 101.7 million for various business developments[10] - The net proceeds from a share subscription amounted to approximately HKD 37.7 million, with about HKD 1.3 million remaining unutilized as of March 31, 2023[35] - The group opened two new retail stores with capital expenditure of HKD 10.0 million during the year[36] - The group incurred operational capital expenditure of HKD 4.5 million for the restaurant business, with HKD 1.3 million utilized in the current year[36] Assets and Liabilities - Total assets increased by approximately 39.2% to about HKD 216.3 million, driven mainly by the fair value consolidation of newly acquired businesses[42] - Total liabilities rose by approximately 195.4% to about HKD 104.6 million, primarily due to the recognition of contingent consideration of approximately HKD 46.1 million[42] - The current ratio decreased to approximately 1.2 from 2.4 as of March 31, 2022, attributed to new lease agreements and the recognition of contingent consideration[42] - The capital debt ratio increased to approximately 32.3% from 23.4% as of March 31, 2022, due to new loans obtained from the intermediate holding company[44] Employee and Operational Costs - The total employee cost for the year was approximately HKD 34.4 million, an increase from HKD 18.4 million as of March 31, 2022, with 146 employees as of March 31, 2023[61] - The group faced credit risk primarily from cash and cash equivalents, trade receivables, and deposits, with trade receivables from the top five debtors accounting for approximately 51.7% of total trade receivables as of March 31, 2023, down from 73% the previous year[63] Corporate Governance and Compliance - The company has committed to maintaining high standards of corporate governance, which is crucial for gaining stakeholder trust and ensuring accountability[134] - The company has adhered to the corporate governance code applicable during the fiscal year ending March 31, 2023[134] - The company has maintained compliance with relevant laws and regulations, reporting no significant violations during the fiscal year ending March 31, 2023[197] Shareholder Information - The company reported that Dr. Xu Guowei and Mr. Zhong Xueyong each hold 59.91% of the shares as members of a concert party[165] - The company has a significant shareholder concentration, with the largest group holding 62.82% of shares, totaling 972,080,000 shares[181] - The company has issued a total of 1,857,024,000 shares following a rights issue that allocated 309,504,000 new shares[200] Future Outlook - The company plans to issue 309,504,000 rights shares to raise approximately HKD 111.4 million, with a net amount of about HKD 101.7 million allocated for various projects including 30% for starting a live cattle farm[144] - The company plans to further expand into the Greater Bay Area market[79] - The 2022/23 year report indicates an expected revenue growth of 10% to 15%[79]

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].