《上市公司CFO薪酬白皮书（2025版）》基于港股393家、A股4246家上市公司数据，剖析了CFO薪酬现状、影响因素及未来趋势，核心呈现以下要点。 薪酬水平方面，港股与A股存在显著梯度。2024年港股CFO平均年薪160.20万元，中位数107.70万元；A股平均年薪85.76万元，中位数68.42万元，港股薪酬 约为A股的1.6-1.9倍。两地薪酬均呈"中部高台+高薪长尾"结构，港股5.34%的CFO年薪超500万元，A股近四分之一CFO年薪破百万，头部企业CFO薪酬可达 数百万元甚至千万元。 个体特征对薪酬影响明显。性别上，两地均为男性CFO占比更高，薪酬整体高于女性，但头部女性CFO具备同等竞争力；年龄上，40-55岁中生代是主力， 薪酬随年龄和资历阶梯式上升，港股60岁以上CFO平均年薪245.63万元，A股46-50岁薪酬达相对高位；学历与海外背景也显著关联，A股博士CFO平均年薪 130.04万元，有海外背景者薪酬比无海外背景者高55.6万元。 行业与公司特征是关键影响因素。港股"新经济+内需"板块（TMT、消费、医疗）薪酬领先，中位数约120万元；A股金融地产行业薪酬最高，平均122.41万 ...

Financial Performance - Revenue for the six months ended June 30, 2024, was HKD 69,774,000, a decrease of 2.3% from HKD 71,606,000 for the same period in 2023[9] - The loss attributable to the owners of the company for the six months ended June 30, 2024, was HKD (24,418,000), significantly improved from a loss of HKD (111,286,000) in the same period of 2023[9] - Basic and diluted loss per share for the six months ended June 30, 2024, was HKD (5.59), compared to HKD (25.49) for the same period in 2023[9] - Gross profit for the six months ended June 30, 2024, was HKD 46,595,000, an increase of 13.9% from HKD 40,896,000 in 2023[13] - Total comprehensive loss for the six months ended June 30, 2024, was HKD (25,126,000), compared to HKD (111,413,000) in the same period of 2023[13] - The company recorded a net loss of HKD 24,418,000 for the six months ending June 30, 2024[45] - The company reported a pre-tax loss of HKD 24,418,000 for the six months ended June 30, 2024, compared to a loss of HKD 111,286,000 for the same period in 2023, indicating a significant improvement[80] Cash Flow and Liquidity - The net cash generated from operating activities for the six months ended June 30, 2024, was HKD 6,910,000, compared to HKD 5,363,000 for the same period in 2023, representing an increase of approximately 28.8%[32] - The net cash used in investing activities was HKD 5,339,000, a significant improvement from a net cash used of HKD 3,500,000 in the previous year[32] - The total cash and cash equivalents decreased by HKD 1,115,000, compared to a decrease of HKD 11,917,000 in the same period last year, indicating improved cash management[32] - The cash balance at the end of the period was HKD 13,224,000, down from HKD 35,900,000 a year earlier, reflecting a reduction in liquidity[32] - The company reported a total of HKD 18,978,000 in cash and cash equivalents, down from HKD 47,766,000 in the previous year, indicating a significant decline in available cash[32] Assets and Liabilities - Non-current assets as of June 30, 2024, totaled HKD 22,149,000, an increase from HKD 19,007,000 as of December 31, 2023[22] - Current assets decreased to HKD 44,620,000 as of June 30, 2024, down from HKD 60,235,000 as of December 31, 2023[22] - Current liabilities increased to HKD 432,973,000 as of June 30, 2024, compared to HKD 417,369,000 as of December 31, 2023[22] - The company's net liabilities as of June 30, 2024, were HKD (380,691,000), compared to HKD (355,565,000) as of December 31, 2023[26] Corporate Status and Governance - The company is currently in liquidation, and no future outlook or guidance was provided in the report[1] - The company has been placed into liquidation as of June 16, 2023, following a court order, which has impacted its financial reporting and operations[39] - The company has not been able to consolidate certain subsidiaries and joint ventures due to the ongoing liquidation process, affecting the completeness of its financial statements[40] - The company’s shares have been suspended from trading on the Hong Kong Stock Exchange since April 3, 2023, due to its financial difficulties[37] - The company’s interim financial report for the six months ended June 30, 2024, is unaudited, which may affect the reliability of the reported figures[36] Restructuring Efforts - An exclusive agreement for a restructuring plan was signed with an investor, involving a capital restructuring and debt repayment arrangements, with a deposit of HKD 6.5 million paid[46] - The exclusivity period for the restructuring agreement has been extended to December 24, 2024[47] - The company is required to conduct an independent investigation into alleged fund misappropriation and comply with various listing rules to resume trading[50] - The financial statements are prepared on a going concern basis, assuming the successful completion of the restructuring plan[51] - The company is in the process of negotiating a restructuring agreement, with a supplementary agreement extending the exclusivity period to December 24, 2024[152] Shareholder Information - The number of shares issued and fully paid as of June 30, 2024, was 4,365,760,000, unchanged from the previous period[125] - The total remuneration for key management personnel during the period was HKD 1,437,000, slightly down from HKD 1,439,000 in the previous year[129] - The company has granted a total of 22,898,000 share options under the 2011 Share Option Scheme, representing approximately 5.24% of the issued shares as of June 30, 2024[132] - The maximum number of shares that may be issued under the 2011 Share Option Scheme is capped at 10% of the total issued shares as of the date of listing[133] - The company has a total of 436,576,000 shares issued as of June 30, 2024, with major shareholders holding significant stakes[198] Ownership Structure - The largest shareholder, Tengbang Hong Kong, holds 201,534,092 shares, representing approximately 46.16% of the company's equity[193] - China Construction Bank holds 87,275,200 shares, accounting for 19.99% of the company's equity[195] - The ownership structure indicates that Tengbang Logistics is wholly owned by Tengbang Value Chain, which is in turn wholly owned by Tengbang Group[196] - The overall equity percentage held by directors and executives reflects a strong alignment with shareholder interests[186] - The report highlights that there are no known interests or short positions held by directors or senior management in the company as of June 30, 2024[192]

Financial Performance - Revenue for the six months ended June 30, 2024, was HKD 69,774,000, a decrease of 2.4% from HKD 71,606,000 for the same period in 2023[14] - Loss attributable to owners of the company for the six months ended June 30, 2024, was HKD (24,418,000), compared to a loss of HKD (111,286,000) for the same period in 2023, representing a significant improvement[14] - Basic and diluted loss per share for the six months ended June 30, 2024, was HKD (5.59), compared to HKD (25.49) for the same period in 2023[14] - Gross profit for the six months ended June 30, 2024, was HKD 46,595,000, an increase of 14% from HKD 40,896,000 for the same period in 2023[18] - Total comprehensive loss for the six months ended June 30, 2024, was HKD (25,126,000), compared to HKD (111,413,000) for the same period in 2023[21] - The company reported a pre-tax loss of HKD 24,418 for the six months ended June 30, 2024, compared to a loss of HKD 111,286 in the same period of 2023, indicating an improvement in financial performance[85] Expenses and Costs - Administrative expenses for the six months ended June 30, 2024, were HKD (41,490,000), a decrease from HKD (46,937,000) in the same period in 2023[18] - Financing costs for the six months ended June 30, 2024, were HKD (10,156,000), down from HKD (12,031,000) for the same period in 2023[18] - The cost of goods sold was HKD 23,179, down from HKD 30,710 in the previous year, showing a reduction of approximately 24.6%[79] Cash Flow and Liquidity - The net cash generated from operating activities for the six months ended June 30, 2024, was HKD 6,910,000, compared to HKD 5,363,000 for the same period in 2023, representing an increase of approximately 28.8%[38] - The company's cash and cash equivalents decreased by HKD 1,115,000 during the six months ended June 30, 2024, compared to a decrease of HKD 11,917,000 in the same period of 2023[38] - The company reported a net cash outflow from financing activities of HKD (13,364,000) for the six months ended June 30, 2024, similar to HKD (13,780,000) in the previous year[38] Assets and Liabilities - The total assets less current liabilities amounted to HKD (366,204,000) as of June 30, 2024, compared to HKD (338,127,000) as of December 31, 2023, indicating a deterioration in the financial position[31] - The total liabilities net worth was HKD (380,691,000) as of June 30, 2024, compared to HKD (355,565,000) as of December 31, 2023, reflecting an increase in net losses[31] - The company reported a total equity deficit of HKD (414,698,000) as of June 30, 2024, compared to HKD (389,572,000) as of December 31, 2023, indicating a worsening financial situation[31] Shareholder and Equity Information - The company’s largest shareholder, Mr. Zhong, holds 201,534,092 shares, representing 46.16% of the issued shares[188] - The major shareholder, Tengbang Hong Kong, holds 201,534,092 shares, representing approximately 46.16% of the company's equity[198] - China Construction Bank holds 87,275,200 shares, accounting for 19.99% of the company's equity[200] Corporate Governance and Liquidation - The company is currently under liquidation, and all affairs are managed by the liquidators without personal liability[5] - The company has been ordered into liquidation, with a temporary liquidator appointed on December 27, 2023[44] - The liquidators have reported that they have not received any positive responses from the board regarding the company's affairs since their appointment[160] Trading and Compliance - The company’s shares have been suspended from trading since April 3, 2023, and will remain suspended until further notice[3] - The company is facing delisting due to continuous trading suspension for 18 months, with the deadline for compliance being October 2, 2024[155] - The company must comply with several conditions set by the Stock Exchange for resumption of trading, including independent investigations and financial disclosures[55] Restructuring Efforts - The company has entered into an exclusivity agreement with an investor regarding a restructuring plan, with a deposit of HKD 6.5 million paid[51] - The exclusivity period for the restructuring plan has been extended to December 24, 2024[52] - A restructuring plan is in progress, involving a capital reorganization and debt repayment arrangements, with a deposit of HKD 6.5 million received from an investor[156] Employee and Management Information - As of June 30, 2024, the company had approximately 134 employees, with compensation determined based on individual qualifications and contributions[172] - The total compensation for key management personnel during the period was HKD 1,437,000, slightly down from HKD 1,439,000 in the previous period[134] Stock Options and Share Capital - The company has adopted a new share option plan allowing the board to grant options to selected participants, with a limit of 1% of issued shares to any one participant within any 12-month period[139] - As of June 30, 2024, the total number of options granted under the 2011 share option plan is capped at 30% of the issued shares[143] - A total of 29,688,000 options were granted, with an exercise price of HKD 0.238 per share[144]

Financial Distress and Liquidation - The company is currently in liquidation, indicating significant financial distress and operational challenges[1] - The company is actively seeking to restructure and stabilize its operations amidst the liquidation process, which may involve strategic divestments or asset sales[7] - The company is undergoing liquidation, with the High Court appointing provisional liquidators on September 25, 2023, due to failure to meet financial obligations[33] - The company is currently in liquidation, with a liquidator appointed on December 27, 2023[42] - The High Court ordered the company to be liquidated on September 25, 2023, and appointed liquidators on December 27, 2023[90] Financial Performance and Reporting - The annual report includes comprehensive financial statements, including the consolidated income statement and cash flow statement, which are critical for assessing the company's financial health[2] - The annual report provides a five-year financial summary, which is crucial for analyzing trends and performance over time[2] - The company reported a net income of approximately HKD 67,888,000 from the termination of consolidated subsidiaries and joint ventures for the year ended December 31, 2022[23] - The company reported a net loss of HKD 143,909,000 for the year ended December 31, 2023, with current liabilities exceeding current assets by HKD 357,134,000 and total liabilities exceeding total assets by HKD 355,565,000[33] - The company reported a pre-tax loss of HKD 143,763,000 for the year, compared to a loss of HKD 232,427,000 in the prior year[66] - Total comprehensive loss for the year was HKD 143,337,000, compared to HKD 230,032,000 in 2022, reflecting a 37.7% decrease[45] - The company’s financial statements did not comply with Hong Kong Financial Reporting Standards regarding the consolidation of subsidiaries and the equity method for joint ventures[25] - The independent auditor expressed an inability to provide an opinion on the appropriateness of the going concern basis for preparing the financial statements due to uncertainties surrounding the restructuring plan[36] Legal and Regulatory Issues - The company has been involved in multiple lawsuits, with a total amount of approximately RMB 6,878,008,000 related to loan repayments and guarantees[11] - The company has faced additional claims totaling approximately RMB 98,752,000 and RMB 739,914,000 related to consultancy fees and share transfer payments[11] - The board believes that the ongoing litigation does not affect the suitability of Mr. Zhong to serve as a non-executive director under the Hong Kong Stock Exchange Listing Rules[13] - The company is required to conduct an independent forensic investigation into alleged fund misappropriation and publish the results[95] - A civil lawsuit was initiated against several former employees for alleged misappropriation of funds, with a claim amount of 5 million[106] - The Shenzhen court dismissed the civil lawsuit due to insufficient evidence, and the final judgment was maintained by the Shenzhen Intermediate People's Court[106] Governance and Leadership Changes - The board of directors has undergone several changes, with key executive positions being filled and vacated in 2023, reflecting potential instability in leadership[4] - The company has appointed experienced directors with extensive backgrounds in finance and e-commerce to strengthen its governance[14][16] - The board is committed to transparency and compliance with regulatory requirements amid ongoing legal proceedings[13] Strategic Focus and Market Presence - The company has established strategic alliances and investments in international healthcare and technology sectors, indicating a focus on innovation despite current challenges[8] - The company has a strategic focus on expanding its market presence and enhancing its product offerings, particularly in the health care sector[16] Financial Audit and Transparency - The financial audit is conducted by a reputable firm, which is essential for maintaining transparency and credibility in financial reporting[6] - The independent auditor was unable to express an opinion on the financial statements due to significant limitations in scope related to the termination of subsidiaries and joint ventures[19] - The company’s liquidators indicated that the accounting records obtained were incomplete, preventing satisfactory audit procedures from being performed[29] Asset and Liability Management - The company has failed to repay convertible bond principal amounting to HKD 35,294,000 due on February 3, 2023, and another HKD 35,294,000 due on or before February 3, 2024, constituting a default event[33] - The company reported a net asset deficiency of HKD 355,565,000, worsening from HKD 212,053,000 in 2022[52] - The company has not been able to provide sufficient audit evidence regarding the completeness of its liabilities and contingent liabilities as of December 31, 2023, and December 31, 2022[29] Revenue and Profitability Trends - Revenue for the year ended December 31, 2023, was HKD 149,175,000, a decrease of 17.2% compared to HKD 179,902,000 in 2022[45] - Gross profit for the same period was HKD 91,038,000, down 19.4% from HKD 113,014,000 in the previous year[45] - Basic and diluted loss per share was HKD 0.33, an improvement from HKD 0.54 in the previous year[45] Accounting Policies and Standards - The group applied new Hong Kong Financial Reporting Standards effective from January 1, 2023, which did not significantly impact the financial position or performance for the current and prior years[112] - The group’s accounting policies and calculation methods for the year ended December 31, 2023, remain consistent with those used for the year ended December 31, 2022[121] - The group recognizes lease liabilities at the present value of unpaid lease payments at the lease commencement date, using the incremental borrowing rate if the implicit rate is not readily determinable[154] Credit Impairment and Financial Assets - The company assesses credit impairment of financial assets based on observable events indicating adverse effects on estimated future cash flows[191] - Expected credit losses are measured as a function of default probability, loss given default, and default risk, reflecting fair and probability-weighted amounts[196] - The company uses a provisioning matrix and forward-looking data to estimate expected credit losses for trade receivables[196]

Liquidation and Financial Status - The company is currently in liquidation and has suspended trading since April 3, 2023[3]. - The company will issue further announcements to inform the public of the latest developments[4]. - The company is currently in liquidation, which has implications for its financial reporting and operations moving forward[24]. - The company was ordered to be liquidated by the High Court on September 25, 2023, with a provisional liquidator appointed[40]. - The company is currently undergoing liquidation, with the liquidators appointed on December 27, 2023[49]. - The company has not included the assets, liabilities, revenues, and expenses of the terminated subsidiaries in its consolidated financial statements, which deviates from the requirements of Hong Kong Financial Reporting Standards[31]. - The company’s independent auditor did not express an opinion on the consolidated financial statements due to significant limitations in the scope of the audit[25]. - The company has been unable to obtain adequate audit evidence to confirm the completeness of its liabilities and contingent liabilities as of December 31, 2023[36]. - The company has recognized a termination gain of HKD 67,888,000 from discontinued subsidiaries and associates in the consolidated income statement for the year ended December 31, 2023[34]. - The overall operations of the group were deemed not significantly impacted by the termination of the subsidiaries and associates according to the liquidators[29]. Financial Performance - The company reported a net loss of HKD 143,909,000 for the year ended December 31, 2023[40]. - Total revenue for the year ended December 31, 2023, was HKD 149,175,000, a decrease of 17.2% from HKD 179,902,000 in 2022[52]. - Gross profit for the same period was HKD 91,038,000, down 19.4% from HKD 113,014,000 in the previous year[52]. - The company reported a loss before tax of HKD 143,763,000, compared to a loss of HKD 232,427,000 in 2022, indicating an improvement of 38.1%[52]. - The net loss for the year was HKD 143,909,000, a reduction of 38.2% from HKD 233,028,000 in the prior year[52]. - Total assets decreased to HKD 60,235,000 from HKD 93,327,000, reflecting a decline of 35.4%[55]. - Current liabilities increased significantly to HKD 417,369,000 from HKD 221,502,000, representing an increase of 88.5%[55]. - The company has a negative net asset value of HKD 355,565,000 as of December 31, 2023, compared to HKD 212,053,000 in 2022[59]. - The total accumulated loss reached HKD 257,664,000, reflecting ongoing financial challenges[63]. Governance and Management - The board of directors includes two executive directors and three independent non-executive directors[6]. - The company has a strong governance structure with independent non-executive directors overseeing key committees[21]. - The company has appointed professional advisors for shareholders with questions regarding the liquidation[6]. - The company is actively involved in strategic planning and financial policy management under the leadership of its executive director, Mr. Wang[18]. - The chairman of the board, Mr. Zhong, has been involved in multiple legal cases, which have not affected his eligibility to serve as a non-executive director according to the listing rules[20]. Legal and Compliance Issues - The company has received resumption guidance from the Stock Exchange, which includes conducting an independent investigation into alleged misappropriation of funds and publishing the results[102]. - The group initiated civil litigation against several former employees for alleged misappropriation of funds, with the court dismissing the claim due to insufficient evidence[113]. - The group reported that the civil lawsuit against former directors was ultimately dismissed by the Shenzhen Intermediate People's Court[113]. - The forensic investigation revealed no evidence that the misappropriated funds originated from the group, aligning with the Shenzhen court's original ruling[115]. - The group has faced inquiries from the Stock Exchange regarding the forensic investigation methods and results[113]. Restructuring Efforts - The company entered into an exclusivity agreement with an investor regarding a restructuring plan, which includes capital restructuring and debt repayment arrangements, with a non-refundable deposit of HKD 6,500,000 paid by the investor[97]. - The exclusivity period for the restructuring agreement was extended to December 24, 2024[98]. - The consolidated financial statements are prepared on a going concern basis, assuming the successful completion of the restructuring plan and the group's ability to repay financial obligations in the foreseeable future[103]. Accounting Policies and Standards - The group applied new Hong Kong Financial Reporting Standards for the first time in the current year, which did not significantly impact the financial position or performance[119]. - The group has made adjustments to its accounting policies to enhance the disclosure of significant accounting policies in financial statements[120]. - The group’s accounting policies and calculation methods for the year ended December 31, 2023, remain consistent with those for the year ended December 31, 2022[128]. - The group has not early adopted any new or revised Hong Kong Financial Reporting Standards that have been issued but are not yet effective[125]. Revenue Recognition - Revenue from health and wellness product sales is recognized when control of the relevant goods is transferred to the customer, specifically when the goods are delivered[143]. - The group confirms revenue from customer contracts upon the transfer of control related to specific performance obligations[134]. - The group applies a relative standalone selling price method to allocate transaction prices to multiple performance obligations in contracts[142].

Financial Performance - Revenue for the six months ended June 30, 2023, was HKD 71,606,000, a decrease of 24.2% from HKD 94,551,000 for the same period in 2022[15]. - The company reported a loss attributable to owners of the company of HKD (111,286,000), compared to a loss of HKD (187,992,000) in the previous year, representing a 40.7% improvement[15]. - Basic and diluted loss per share was HKD (25.49), down from HKD (44.75) in the prior year, indicating a reduction in loss per share[15]. - Gross profit for the period was HKD 40,896,000, down 34.9% from HKD 62,808,000 in the previous year[18]. - The total comprehensive loss for the period was HKD (111,413,000), compared to HKD (185,947,000) in the previous year, indicating a 40.0% reduction[18]. - The company reported a pre-tax loss of HKD 30,710,000 for the six months ended June 30, 2023, compared to HKD 31,677,000 for the same period in 2022, indicating a slight improvement[81]. Expenses and Liabilities - Selling and distribution expenses decreased to HKD (46,937,000) from HKD (55,762,000), reflecting a reduction of 15.8%[18]. - Administrative expenses were HKD (12,031,000), down from HKD (19,280,000), showing a decrease of 37.8%[18]. - Current liabilities rose to HKD 398,964,000 from HKD 221,502,000, representing an increase of 80.2%[25]. - The net current liabilities increased significantly to HKD 324,175,000, compared to HKD 128,175,000 in the previous period[25]. - The company’s total equity attributable to owners decreased to HKD (323,466,000) from HKD (212,053,000), indicating a worsening financial position[29]. Cash Flow - The company reported a net cash inflow from operating activities of HKD 5,363,000 for the six months ended June 30, 2023, down from HKD 6,723,000 in the same period last year, representing a decrease of approximately 20.2%[37]. - The net cash outflow from investing activities was HKD 3,500,000, significantly improved from HKD 36,317,000 in the previous year, indicating a reduction of about 90.4%[37]. - The net cash outflow from financing activities was HKD 13,780,000, compared to HKD 15,629,000 in the prior year, reflecting a decrease of approximately 11%[37]. - The company’s cash and cash equivalents decreased to HKD 35,900,000 at the end of the reporting period, down from HKD 61,878,000 a year earlier, representing a decline of approximately 42%[37]. Restructuring and Liquidation - The company continues to be in liquidation, and trading of its shares has been suspended since April 3, 2023[2]. - The company has entered into an exclusive agreement with an investor regarding a restructuring plan, which includes a capital restructuring and subscription of new shares[52]. - The company has received a court order for liquidation on September 25, 2023, with a provisional liquidator appointed[184]. - A restructuring plan is in progress, involving a capital restructuring and debt repayment arrangements, with an exclusivity agreement signed with an investor for HKD 6.5 million[193]. - The company is required to comply with listing rules to avoid delisting, with a deadline approaching on October 2, 2024[188]. Share Capital and Options - The total number of issued and fully paid ordinary shares increased to 436,576,000 as of June 30, 2023, compared to 349,260,800 on January 1, 2022, representing an increase of approximately 25%[133]. - The number of unexercised share options under the 2011 Share Option Scheme decreased to 23,298,000 shares as of June 30, 2023, from 26,790,000 shares at the end of 2022, a decline of approximately 13.5%[141]. - The company’s management compensation for the period included salaries and other benefits totaling HKD 1,430,000, down from HKD 3,416,000 in the previous year, reflecting a decrease of about 58%[138]. - The company’s new share option plan allows for the issuance of options not exceeding 1% of the issued shares to any one participant within a 12-month period, ensuring controlled equity distribution[143]. Operational Challenges - The company continues to face challenges in its operations, as indicated by the ongoing losses and the need for strategic adjustments in its business model[90]. - The company operates primarily in the health and wellness product sales sector, with no significant changes in its business segments reported[72]. - The liquidators have reported that they have not received any responses from the board regarding the company's affairs since their appointment[197]. - The financial statements for the six months ending June 30, 2023, have been prepared based on the information available to the liquidators[197].

Financial Distress and Liquidation - The company is currently in liquidation, indicating a significant financial distress situation[1] - The annual report for 2022 is available, but specific financial performance metrics are not disclosed due to the liquidation status[1] - The company is currently undergoing liquidation proceedings, with the High Court appointing provisional liquidators on September 25, 2023[34] - The company is under the supervision of liquidators, which may affect any future business operations or restructuring efforts[1] - The company has obligations to repay approximately HKD 197,450,000 to convertible bondholders, which could be demanded immediately due to the default event[33] - The financial statements do not reflect any adjustments related to the company's ongoing liquidation in Hong Kong as of December 31, 2022[34] - The company has faced legal challenges that could affect its operational and financial stability moving forward[12] Executive Changes and Governance - The company has undergone changes in its executive team, with several key personnel resigning or being removed in 2023[4] - The company has appointed new directors in 2023, reflecting ongoing changes in governance[4] - The chairman has held various significant positions, including being the founder and chairman of the company, which may impact future strategic decisions[12] Financial Performance and Metrics - Total revenue for the year ended December 31, 2022, was HKD 179,902,000, a decrease of 61.0% compared to HKD 460,682,000 in 2021[47] - Gross profit for the same period was HKD 113,014,000, down 58.1% from HKD 269,350,000 in the previous year[47] - The company reported a net loss of HKD 233,028,000 for 2022, compared to a loss of HKD 74,635,000 in 2021, representing an increase in losses of 212.5%[47] - Basic and diluted loss per share for 2022 was HKD 0.54, compared to HKD 0.21 in 2021[50] - The group recorded a net loss of HKD 233,028,000 for the year ended December 31, 2022, with current liabilities exceeding current assets by HKD 128,175,000 and total liabilities exceeding total assets by HKD 212,053,000[33] - The company reported a significant impairment loss of HKD 247,737,000 related to the termination of a subsidiary[47] Legal and Regulatory Issues - The court has ordered a total payment of approximately RMB 219,856,000, including investment amounts, repurchase premiums (interest), compensation, and related costs[12] - The total amount related to the court cases involving the chairman is approximately RMB 739,914,000, which includes share transfer costs, premiums, compensation, and related expenses[12] - The chairman has been involved in multiple lawsuits as a guarantor for various loans, with a total liability amounting to approximately RMB 6,878,008,000[12] - The company must comply with the Stock Exchange's guidelines to restore trading of its shares, including demonstrating adequate internal controls and addressing any outstanding financial performance disclosures[99] Audit and Financial Reporting - The independent auditor's report is included in the annual report, but details on financial performance are not provided[2] - The company’s independent auditor did not express an opinion on the consolidated financial statements due to significant limitations in scope[22] - The independent auditor highlighted that the financial statements may be materially affected if the discontinued subsidiaries were included in the consolidation[24] - The independent auditor was unable to express an opinion on the appropriateness of the going concern basis used in preparing the consolidated financial statements due to uncertainties related to the restructuring plan[35] - The company has not provided sufficient audit evidence regarding the completeness of liabilities and contingent liabilities for the years ended December 31, 2022, and 2021, raising concerns about potential material misstatements[30] Subsidiaries and Discontinued Operations - The company ceased consolidating the financial results of discontinued subsidiaries and equity accounting for joint ventures starting January 1, 2022, which deviated from the Hong Kong Financial Reporting Standards[23][24] - The financial performance and cash flows of the discontinued subsidiaries were not included in the consolidated financial statements for the year ended December 31, 2022[23] - The company recognized an impairment loss of approximately HKD 247,737,000 related to receivables from the discontinued subsidiaries for the year ended December 31, 2022[22] - The company reported a net income of approximately HKD 67,888,000 from the discontinued subsidiaries for the year ended December 31, 2022[22] Cash Flow and Financial Position - Cash generated from operating activities was HKD 14,477,000, down from HKD 28,637,000 in the previous year[72] - The total cash and cash equivalents decreased by HKD 59,979,000, compared to a decrease of HKD 13,446,000 in the previous year[75] - The company incurred a cash outflow of HKD 30,583,000 from the termination of a subsidiary[75] - The company recorded bank interest received of HKD 250,000, down from HKD 357,000 in the previous year[75] Forensic Investigation and Compliance - The company is required to conduct an independent forensic investigation regarding alleged fund misappropriation and publish the results[99] - The company has engaged Peng Sheng Accounting Firm to continue the forensic investigation after terminating the previous consultant[105] - Deloitte Consulting (Hong Kong) found no evidence that problematic funds originated from the group, aligning with the Shenzhen court's original ruling[112] Accounting Policies and Standards - The group applied revised Hong Kong Financial Reporting Standards for the first time, which did not significantly impact the financial position or performance for the current and prior years[116] - The management expects that the application of new Hong Kong Financial Reporting Standards will not have a significant impact on the consolidated financial statements in the foreseeable future[118] - The consolidated financial statements are prepared based on historical cost, except for certain financial instruments measured at fair value[122]

Liquidation and Financial Status - The company is currently in liquidation and has suspended trading since April 3, 2023[3]. - The audited financial results for the year ended December 31, 2022, have been submitted by the joint liquidators[2]. - The company will continue to provide updates regarding its liquidation process and any potential impacts on shareholders[6]. - The company reported a total liability amounting to approximately RMB 6,878,008,000 related to court cases involving loan repayments[17]. - The arbitration ruling mandated the company to pay a total of approximately RMB 219,856,000, including investment amounts, repurchase premiums, and compensation[19]. - The company reported a net loss of HKD 233,028,000 for the year ended December 31, 2022[40]. - As of December 31, 2022, the company's current liabilities exceeded current assets by HKD 128,175,000[40]. - The company has outstanding convertible bonds totaling approximately HKD 197,450,000, which became due due to a default event[40]. - The company failed to repay convertible bonds of HKD 35,294,000 by the due date, constituting a default event[40]. - Following the default, the total amount due for the convertible bonds increased to HKD 202,603,000, including additional financial costs of HKD 81,638,000[100]. - The company reported a total loss attributable to owners of the company of HKD (212,053) thousand for the year 2022, compared to a loss of HKD (4,013) thousand in 2021, indicating a significant increase in losses[65]. - The total assets less current liabilities decreased to HKD (105,896) thousand in 2022 from HKD 167,253 thousand in 2021, reflecting a decline in financial stability[65]. - The company’s total equity attributable to owners was HKD (212,053) thousand, a decline from HKD 23,812 thousand in the previous year, indicating a negative equity position[65]. Management and Governance - The board of directors includes two executive directors and three independent non-executive directors[6]. - The company has appointed a new executive director on March 30, 2023[14]. - The company is managed by liquidators who act as agents without personal liability[7]. - The independent non-executive director, Mr. Li, has extensive experience in e-commerce and has held various academic and advisory positions[20]. - The company is actively involved in strategic planning and governance, with a focus on financial policies[17]. Financial Performance - Total revenue for the year ended December 31, 2022, was HKD 179,902,000, a decrease of 61.0% from HKD 460,682,000 in 2021[54]. - Gross profit for the same period was HKD 113,014,000, down 58.1% from HKD 269,350,000 in the previous year[54]. - The company’s total comprehensive loss for the year was HKD 230,032,000, compared to HKD 68,411,000 in 2021, indicating a worsening of 236.5%[54]. - The company’s financial performance was impacted by a loss of HKD (67,888) thousand from the termination of a subsidiary, further straining financial results[79]. - The company recognized an impairment loss of HKD 247,737,000 related to the termination of a subsidiary merger[54]. Legal and Compliance Issues - The chairman of the board, Mr. Zhong, has been involved in multiple legal cases, which have been ruled upon by the court[17]. - The company has faced challenges related to loan defaults and has been involved in legal proceedings to recover amounts owed[19]. - The independent auditor was unable to express an opinion on the financial statements due to limitations in scope related to the discontinued subsidiaries and joint ventures[24]. - The company has not been able to provide sufficient audit evidence regarding the completeness of its liabilities and contingent liabilities for the years ended December 31, 2022, and December 31, 2021[36]. - The company has reported significant risks of material misstatement in comparative financial information due to incomplete accounting records[37]. - The court dismissed a civil lawsuit against former directors due to insufficient evidence, and the company plans to appeal the decision[117]. Strategic Alliances and Investments - The company has a significant shareholding in Shenzhen Tengbang Value Chain Co., Ltd., holding 78.75%[14]. - The company holds a 36.56% indirect stake in Teng Tian Enterprises Limited[17]. - The company has been involved in strategic alliances to develop business opportunities in the Chinese market[14]. - The company has a history of engaging in investment management and asset management activities[14]. Accounting and Financial Reporting - The company did not comply with Hong Kong Financial Reporting Standards regarding the consolidation of subsidiaries and the equity method for joint ventures[31]. - The independent auditor highlighted that the company may have lost control over the discontinued subsidiaries and significant influence over the joint ventures as of January 1, 2022[32]. - The financial statements for the year ended December 31, 2022, may be materially affected if the discontinued subsidiaries and joint ventures were included[30]. - The company has faced challenges in obtaining accounting records and access to management of the discontinued subsidiaries and joint ventures[25]. - The group applied revised Hong Kong Financial Reporting Standards for the first time during the year, with no significant impact on financial position or performance[123]. - The management of the group anticipates that the application of new Hong Kong Financial Reporting Standards will not have a significant impact on future consolidated financial statements[125]. Cash Flow and Investments - Cash generated from operating activities decreased to HKD 14,477 thousand in 2022 from HKD 28,637 thousand in 2021, indicating reduced cash flow from operations[79]. - The net cash used in investing activities for the year ended December 31, 2022, was HKD 45,397,000, compared to a net cash inflow of HKD 61,659,000 in 2021[82]. - The total cash and cash equivalents decreased by HKD 59,979,000, ending the year at HKD 47,934,000 compared to HKD 107,499,000 at the beginning of the year[82]. - The company incurred a cash outflow of HKD 30,583,000 from the termination of a subsidiary during the year[82]. - The company recorded bank interest income of HKD 250,000 for the year, down from HKD 357,000 in 2021[82].

Financial Performance - The group's revenue for the six months ended June 30, 2022, was HKD 192.1 million, a decrease of 20.5% compared to HKD 241.5 million for the same period in 2021[10]. - The gross profit for the same period was HKD 93.0 million, down 26.9% from HKD 127.3 million in the previous year[9]. - The group recorded a loss before tax of HKD 27.7 million, an improvement of 53.8% from a loss of HKD 59.9 million in the prior period[9]. - The loss attributable to the period was HKD 27.7 million, compared to HKD 60.3 million in the same period last year, marking a 54.1% reduction[9]. - The total comprehensive loss for the period was HKD 32,686,000, compared to HKD 58,046,000 in the same period last year, reflecting a 43.5% decrease[121]. - Basic and diluted loss per share was HKD 6.55, improved from HKD 17.18 in the previous year[121]. - The company reported a net loss of HKD 27,231,000 for the six months ended June 30, 2022, compared to a loss of HKD 184,382,000 for the same period in 2021, indicating a significant improvement[128]. - The company reported a net loss of HKD 27,677,000 for the six months ended June 30, 2022[136]. Revenue Breakdown - Traditional sales channel revenue was HKD 103.5 million, accounting for 53.9% of total revenue, a decrease of 18.2% from HKD 126.6 million in the prior year[17]. - Internet sales increased by 6.9% to HKD 20.5 million, driven by a shift in consumer purchasing behavior during the COVID-19 pandemic[27]. - International sales revenue fell by 49.4% to HKD 4.8 million, primarily due to economic difficulties caused by the COVID-19 pandemic[27]. - Revenue from Hong Kong and Macau retail operations was HKD 44.7 million, down 14.9% from HKD 52.5 million in the prior year[21]. - Revenue from the Chinese market was HKD 97,534,000, accounting for a significant portion of total revenue[142]. - Total revenue for the six months ended June 30, 2022, was HKD 192,084,000, a decrease of 20.4% compared to HKD 241,528,000 for the same period in 2021[119]. Operational Challenges - The group faced operational challenges due to COVID-19 restrictions, impacting retail operations in multiple cities[10]. - The number of retail outlets in mainland China remained stable at 117, contributing HKD 38.8 million in revenue, a decline of 22.7% from HKD 50.2 million in the previous year[20]. - The company has ceased operations in Malaysia since the first half of 2021 due to the impact of COVID-19[23]. Cash Flow and Liquidity - The cash and bank balances decreased by 22.8% to HKD 85.3 million from HKD 110.5 million at the end of 2021[9]. - The current ratio decreased to 1.2 from 1.5, indicating a decline in liquidity[9]. - Cash and cash equivalents decreased by HKD 22,232,000, with an ending balance of HKD 82,271,000 as of June 30, 2022, down from HKD 102,959,000 in the previous year[132]. - The company’s cash flow from operating activities was negative HKD 178,000, a significant decline from positive HKD 4,590,000 in the prior year[129]. Cost Management - The company has implemented various cost control measures to reduce general and administrative expenses[137]. - Sales and distribution expenses decreased from HKD 104.7 million to HKD 89.1 million, mainly due to a reduction in rental and building management expenses by HKD 14.2 million[39]. - Administrative expenses decreased from HKD 34.3 million to HKD 32.6 million, primarily due to a reduction in depreciation of property, plant, and equipment by HKD 3.6 million[40]. Shareholder Information - As of June 30, 2022, the company had a total of 436,576,000 shares issued, with the largest shareholder, Mr. Zhong Baisheng, holding 201,534,092 shares, representing approximately 46.16% of the total shares[94]. - The company has granted stock options under the 2011 Stock Option Plan, with an exercise price of HKD 0.238 per share, available for exercise from November 23, 2021, to November 22, 2026[97]. - The company has adopted a new share option plan as of January 31, 2022, to incentivize selected participants for their contributions[104]. Debt and Financing - The total borrowings as of June 30, 2022, amounted to HKD 136.9 million, with a debt-to-equity ratio increasing from 47.6% to 51.7%[53]. - The company has to repay convertible bonds totaling HKD 35,294,000 by February 3, 2023, and another HKD 35,294,000 by February 3, 2024[136]. - The company has faced a default event related to its convertible bonds, which has implications for its financial obligations[180]. Future Outlook - The company is exploring the possibility of increasing financing activities to supplement its working capital[88]. - The group plans to explore fundraising activities to supplement its operating capital[137]. - The company is committed to improving financial performance by expanding core business and enhancing resource management[88].

Financial Performance - In 2021, the company's revenue reached HKD 460.7 million, an increase of 14.2% compared to HKD 403.4 million in 2020[8] - The company achieved a revenue of HKD 460.7 million in 2021, representing a 14.2% increase from HKD 403.4 million in 2020, primarily due to the easing impact of COVID-19[14] - Total revenue for the year was HKD 460.7 million, an increase of 14.2% from HKD 403.4 million in 2020, attributed to a 15.2% increase in health and wellness product sales[27] - The company recorded a loss of HKD 74.6 million for the year ended December 31, 2021, an improvement from a loss of HKD 81.4 million in the previous year[14] - The group's loss before tax for 2021 was HKD 73.2 million, compared to a loss of HKD 79.9 million in 2020[44] Product Development and Sales - New product launches in 2021 generated approximately HKD 47.6 million in sales, including five new massage chairs and two types of massage cushions[8] - The company is committed to continuous innovation in product development and marketing strategies to meet customer demands[8] - The company launched 31 new products, generating revenue of HKD 47.6 million, which accounted for 10.3% of the health and wellness product sales segment[15] - Internet sales increased by 18.3% to HKD 42.9 million, contributing 9.3% to total revenue[18] - Active sales channels generated a 36.4% increase in revenue, mainly from sales to a large retail chain in mainland China[23] Debt and Financing - The company successfully restructured its debt with Wan Tai Investment Limited, alleviating its debt burden and improving its credit status[7] - The company successfully restructured approximately HKD 197.45 million of convertible bonds, with a cash settlement of HKD 56 million completed in 2021[12] - The interest on convertible bonds decreased by approximately HKD 22 million in 2021 compared to the previous year, contributing to a reduction in financial costs by about HKD 24.3 million[14] - The company is considering increasing financing activities to supplement its working capital and improve liquidity ratios[10] - The company's debt restructuring with convertible bondholders was completed on February 4, 2022, reducing the debt owed to them and resulting in them becoming major shareholders[79] Operational Challenges - The company faced challenges due to COVID-19 restrictions, which may lead to a decline in sales and revenue in 2022[10] - The operating environment improved in regions such as mainland China, Hong Kong, Macau, and Singapore, as the impact of COVID-19 lessened compared to 2020[8] - Retail business revenue in Hong Kong and Macau was HKD 102.5 million, a decrease of 5.8% from HKD 108.8 million in 2020, primarily due to COVID-19 travel restrictions[21] - The ongoing COVID-19 pandemic poses risks that could negatively impact the company's business and financial performance[116] Shareholder Relations - The company expressed gratitude to shareholders and partners for their ongoing support and aims to maximize returns for shareholders[10] - The company has not declared a final dividend for the year ended December 31, 2021, consistent with the previous year[86] - The company plans to explore new revenue sources and enhance market development opportunities to provide higher returns to shareholders[80] Governance and Compliance - The company has established compliance policies and procedures to ensure adherence to applicable laws and regulations, with no known violations during the year[166] - The company has adopted the new Corporate Governance Code effective from January 1, 2022, and will continue to review its governance practices[178] - The audit committee has reviewed the accounting principles and policies adopted by the group for the year[175] - The company has ensured compliance with the composition requirements of its committees following recent board changes[180] Employee and Management - The total number of full-time employees increased from 604 in 2020 to 629 in 2021[76] - The company emphasizes the importance of employee training and development to enhance understanding of corporate values and culture[169] - A competitive and attractive compensation package is provided to retain employees, with annual reviews of remuneration by management[169] Inventory and Working Capital - Inventory increased from HKD 35.6 million as of December 31, 2020, to HKD 36.6 million as of December 31, 2021, with inventory turnover days decreasing from 62.8 days to 54.9 days, a reduction of 7.9 days due to improved inventory control[55] - As of December 31, 2021, the group's net working capital was HKD 76.3 million, an increase of HKD 336.3 million or 129.4% from a net working capital of negative HKD 260.0 million as of December 31, 2020[55] Risk Management - The company aims to explore new revenue sources while maintaining prudent risk management strategies for business expansion[10] - The company is considering asset liquidation to obtain more operating capital and may explore financing options to supplement its working capital[114] - The company has not engaged in any hedging activities to manage interest rate risk as of December 31, 2021[115] Market Competition - The company faces significant competition from both international and local firms, which may lead to price adjustments and margin compression[110]