Company Overview - Hengtaiyu Group Holdings Limited (stock code: 08081) was listed on the Hong Kong Stock Exchange's Growth Enterprise Market in June 2000. The company primarily engages in providing hotel and related services in Australia, lending business, and asset investment activities [2]. Financial Performance - As of December 31, 2024, Hengtaiyu Group reported total operating revenue of 63.2745 million yuan, representing a year-on-year growth of 5.89% [1]. - The company recorded a net profit attributable to shareholders of -81.0859 million yuan, a significant decrease of 792.52% compared to the previous year [1]. - The gross profit margin stood at 84.06%, while the debt-to-asset ratio was 39.56% [1]. Stock Performance - On August 18, the Hang Seng Index fell by 0.37%, closing at 25,176.85 points. Hengtaiyu Group's stock price closed at 0.018 HKD per share, marking an increase of 28.57% with a trading volume of 25.73 million shares and a turnover of 418,800 HKD, showing a volatility of 21.43% [1]. - Over the past month, Hengtaiyu Group has experienced a cumulative decline of 68.18%, and a year-to-date decline of 74.55%, underperforming the Hang Seng Index, which has risen by 25.97% [1]. Industry Valuation - The average price-to-earnings (P/E) ratio for the tourism and leisure facilities industry is 54.92 times, with a median of -0.82 times. Hengtaiyu Group's P/E ratio is -0.82 times, ranking 122nd in the industry [1]. - Comparatively, other companies in the industry have the following P/E ratios: Yizhan Green Technology (08475.HK) at 0.12 times, Lifestyle Concept (08056.HK) at 0.62 times, Kaisen Holdings (00102.HK) at 0.92 times, Okura Holdings (01655.HK) at 1.37 times, and Dida Chuxing (02559.HK) at 1.39 times [1].

董事會會議日期 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佈之內容概不負 責，對 其 準 確 性 或 完 整 性 亦 不 發 表 任 何 聲 明，並 明 確 表 示 概 不 就 因 本 公 佈 全 部 或任何部分內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 （於開曼群島註冊成立並於百慕達存續之有限公司） （股份代號：8081） 吳廷浩 二零二五年八月十五日 於 本 公 佈 日 期，董 事 會 成 員 包 括(i)一 名 非 執 行 董 事，即 吳 廷 浩 先 生；(ii)一名執 行董事，即方澤翹先生；及(iii)四名獨立非執行董事，即黃兆強先生、陳銘傑先生、 湯顯森先生及孫逍女士。 本公佈之資料乃遵照香港聯合交易所有限公司GEM上 市 規 則 而 刊 載，旨 在 提 供 有 關 本 公 司 之 資 料；董 事 願 就 本 公 佈 之 資 料 共 同 及 個 別 承 擔 全 部 責 任。董 事 在 作 出 一 切 合 理 查 詢 後 確 認，就 彼 等 所 深 知 及 確 信，本 公 佈 所 載 資 料 在 各 重 要 方 面均屬準確完備，並無誤導或欺詐成分，且並無遺漏其他事項，足以令致 ...

股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年7月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 恒泰裕集團控股有限公司 呈交日期: 2025年8月1日 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) | 08081 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 20,000,000,000 | HKD | | 0.01 | HKD | | 200,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 20,000,000,000 | HKD | | 0.01 | HKD | | 200,000,000 | 本月底法定 ...

Revenue Performance - The Group recorded revenue of approximately HK$68,328,000 for the year ended December 31, 2024, representing an increase of approximately 6% compared to HK$64,530,000 in 2023[18]. - Revenue from the hospitality and related services segment in Australia was approximately HK$62,126,000, an increase of approximately 6% from HK$58,773,000 in 2023, attributed to higher occupancy rates following renovations completed in October 2024[20]. - The increase in revenue was primarily driven by the renovation of Balgownie Estate Vineyard Resort & Spa, which enhanced service offerings and occupancy rates[19]. - The Group recorded revenue of approximately HK$62,126,000 from hospitality services in Australia, an increase of about 6% compared to HK$58,773,000 in 2023[22]. - The increase in revenue from food and beverage sales was primarily driven by the growth in membership and sales from the "Wine Club," contributing approximately HK$2,657,000[47]. Financial Losses - The Group reported a loss of approximately HK$87,536,000 for the year ended December 31, 2024, compared to a profit of HK$12,452,000 in 2023[18]. - The financial summary indicates a significant shift from profit to loss, highlighting challenges faced during the year[18]. - The Group reported a loss of approximately HK$87,536,000 for the year, a significant decline from a profit of HK$12,452,000 in 2023, mainly due to the absence of a prior year gain on deemed disposal of subsidiaries[26][29][37]. - The fair value loss on financial assets at fair value through profit or loss was approximately HK$29,567,000, compared to HK$8,558,000 in the previous year[26][29][37]. - The Group's share of losses from associates amounted to approximately HK$20,573,000, an increase from HK$14,692,000 in 2023, primarily due to losses from one associate[25][28]. Business Strategy and Development - The Group's diversified business development strategy continues to focus on enhancing service quality and expanding market presence in Australia[19]. - The Group aims to leverage the renovated facilities to attract more visitors and increase revenue in the upcoming fiscal year[19]. - Future strategies may include further investments in hospitality and related services to capitalize on market opportunities in Australia[19]. - The Group plans to brand Balgownie as an integrated resort-based travel destination, enhancing its income streams through events and a "Wine Club" with approximately 1,500 members[31][34]. - The Group will continue to implement its business strategies to enhance existing operations and create value for shareholders[32]. Economic and Market Conditions - The Group anticipates that global economic conditions will remain uncertain due to geopolitical tensions and trade fragmentation, impacting future performance[27][30]. - The Group's strategic focus includes maintaining operational resilience and exploring new opportunities amid geopolitical and macroeconomic uncertainties[123]. - The Group may face significant risks related to local political, regulatory, and religious environments, which could adversely affect its business and growth prospects[191]. - The Group's growth prospects may be hindered by market competition and regulatory changes in Australia[184]. - The Group is subject to various market risks, including currency fluctuations, interest rate volatility, price risk, credit risk, and liquidity risk[197]. Money Lending Business - Interest income from the money lending business increased to approximately HK$6,164,000, up from HK$5,709,000 in 2023, due to an increase in loans granted[24][28]. - The Group's money lending business is conducted through its wholly-owned subsidiary, Mark Profit Finance Limited, which holds a money lender's license under Hong Kong law[67][69]. - The credit assessment process for potential borrowers includes verification of identity, income, assets, and address proofs[70][74]. - The Group considers various factors during credit assessments, including the borrower's financial background, income level, and repayment ability[76][77]. - The Group has adopted prudent credit procedures to minimize credit risk in its money lending operations[192]. Legal Proceedings - Ever Robust is involved in multiple legal proceedings, including claims for the nullification of share allotments and damages for breach of fiduciary duties[147]. - The Group has not made any provisions for the legal proceedings as it cannot reliably assess potential liabilities[157]. - The Group is committed to protecting its interests and those of its shareholders in ongoing legal proceedings, with no provisions made for potential liabilities due to uncertainty[161]. Employee and Remuneration Policies - As of December 31, 2024, the Group employed approximately 119 employees, a decrease from 130 employees in 2023, primarily due to an increase in trained staff in Balgownie to enhance customer satisfaction[163]. - Total staff costs for the year amounted to approximately HK$38,635,000, compared to HK$37,732,000 in 2023, reflecting an increase in employee remuneration[163]. - The remuneration policies for employees are based on industry practices, individual performance, qualifications, and experience[160]. - Discretionary bonuses and share options may be granted to employees and Directors based on the Group's performance and individual contributions[166]. Investment and Asset Management - The Group aims to maximize profits for shareholders through its asset investments business, while regularly reviewing its investment portfolio to adapt to market conditions[190]. - The Group's investment strategy may be impacted by the volatility and uncertainties of the securities market in Hong Kong[190]. - The Group plans to maintain its current investment portfolio unless there are changes in investment strategy or opportunities to realize existing investments arise[116]. Financial Position and Ratios - As of December 31, 2024, the Group's total assets were approximately HK$369,409,000, a decrease from HK$441,502,000 in 2023[126]. - The Group's borrowings repayable within one year rose significantly to approximately HK$95,546,000 in 2024 from HK$38,439,000 in 2023, with an average interest rate of 8.3% per annum[126][131]. - The gearing ratio increased to 0.40 times in 2024 from 0.28 times in 2023, indicating higher leverage[127][129]. - Shareholders' equity decreased to approximately HK$223,276,000 in 2024 from HK$317,506,000 in 2023[130]. - The Group's cash and cash equivalents increased to approximately HK$10,987,000 in 2024 from HK$6,569,000 in 2023[126].

Financial Performance - The group's revenue for the year ended December 31, 2024, was approximately HKD 683.28 million, representing an increase of 5.9% compared to the previous fiscal year[6]. - The group reported a loss of approximately HKD 875.36 million for the year, compared to a profit of approximately HKD 124.52 million in the previous fiscal year[7]. - The total comprehensive loss for the year was HKD 942.04 million, compared to a total comprehensive income of HKD 383.08 million in the previous year[8]. - The loss attributable to owners of the company from continuing operations was HKD 817.32 million, compared to a profit of HKD 161.73 million in the previous year[8]. - The company reported a total loss of HKD 94,230,000 for the year, compared to a profit of HKD 38,500,000 in the previous year[9]. - Basic and diluted loss per share from continuing and discontinued operations was HKD (1.70) compared to HKD 0.24 in the previous year[9]. - The company reported a significant increase in depreciation and amortization expenses totaling HKD 12,570,000 for the year[22]. - The company reported a loss attributable to shareholders of HKD 87,562,000 for the year ended December 31, 2024, compared to a profit of HKD 12,644,000 in 2023[36]. Dividends and Recommendations - The board of directors did not recommend the distribution of a final dividend for the year ended December 31, 2024[6]. - The company does not recommend the payment of a final dividend for the year ended December 31, 2024, consistent with no dividend declared in 2023[38]. Expenses and Costs - The cost of sales for the year was HKD 108.90 million, up from HKD 96.13 million in the previous year[7]. - Administrative expenses remained relatively stable at HKD 837.59 million compared to HKD 837.21 million in the previous year[7]. - The group’s employee costs, excluding directors' remuneration, totaled HKD 35,991,000 in 2024, slightly up from HKD 35,331,000 in 2023[34]. - Employee costs for the year ending December 31, 2024, amounted to approximately HKD 38,635,000, compared to HKD 37,732,000 for the previous year, reflecting a slight increase[96]. Assets and Liabilities - Non-current assets decreased to HKD 222,161,000 from HKD 296,752,000 year-over-year[10]. - Current assets increased slightly to HKD 147,248,000 from HKD 144,750,000 year-over-year[10]. - Total liabilities increased significantly to HKD 138,521,000 from HKD 95,958,000 year-over-year[11]. - The company's net asset value decreased to HKD 223,272,000 from HKD 316,980,000 year-over-year[11]. - Total assets as of December 31, 2024, amounted to HKD 369,409,000, with reportable segment assets of HKD 335,169,000[24]. - The total carrying amount of receivables and interest as of December 31, 2024, is approximately HKD 15,283,000, down from HKD 19,000,000 in 2023[50]. - The group’s equity was approximately HKD 223,276,000 as of December 31, 2024, down from HKD 317,506,000 in 2023[82]. Revenue Sources - Total revenue for the year ended December 31, 2024, was HKD 68,328,000, with contributions from hotel services (HKD 62,126,000), lending business (HKD 6,164,000), and investment business (HKD 38,000)[20]. - The group's external customer revenue for 2024 was HKD 68,328,000, an increase of 5.4% from HKD 64,587,000 in 2023[27]. - Revenue from hotel and related services in Australia for 2024 was HKD 35,169,000, up from HKD 34,473,000 in 2023, representing a growth of 2.0%[29]. - The total revenue from food and beverage sales in the hotel business increased to HKD 26,957,000 in 2024, compared to HKD 24,300,000 in 2023, marking a rise of 10.9%[30]. Impairment and Losses - The impairment loss on loans and interest was HKD 15.81 million, significantly higher than HKD 1.75 million in the previous year[7]. - The fair value loss on financial assets amounted to HKD 295.67 million, compared to a loss of HKD 85.58 million in the previous year[7]. - The group reported a significant increase in fair value loss on financial assets of HKD 29,567,000, indicating challenges in asset valuation[22]. - The group made a provision for loan impairment losses of approximately HKD 1,581,000 for the year ending December 31, 2024, compared to HKD 175,000 in 2023[71]. Business Operations - The company operates in three main business segments: hotel and related services in Australia, lending business, and asset investment[19]. - The company has ceased operations in its online media service segment as of August 30, 2024[18]. - The group operates primarily in hotel services in Australia, with a focus on the Borchini property in the Yarra Valley[58]. - The group anticipates that the occupancy rate will improve following the completion of renovation works in October 2024, which is expected to increase hotel service revenue in 2025[61]. Investments and Joint Ventures - The group’s share of losses from joint ventures amounted to approximately HKD 20,573,000 for the year ending December 31, 2024, compared to HKD 14,692,000 in 2023[73]. - The group held an investment in Luck Key Investments Limited, with a carrying value of approximately HKD 22,942,000, representing about 6% of the group's total assets[74]. - The group did not receive any dividend income from the investment in Luck Key for the year ending December 31, 2024, compared to HKD 34,314,000 in 2023[74]. Economic Outlook and Risks - The outlook for the global economy remains uncertain due to geopolitical tensions, trade fragmentation, and recent economic turmoil, which are expected to dominate the economic landscape[76]. - The group plans to tighten loan approvals and select clients for prudent risk management due to increased default risks in the Hong Kong economy[78]. - The group will continue to monitor foreign exchange risks and may consider using hedging instruments if significant volatility occurs[85]. Legal Matters - The group is involved in legal proceedings related to a lawsuit from 康宏, seeking to invalidate shares issued to the group in 2015 and claiming damages including HKD 129,000,000 in loans[89]. - The group has repaid the loans of HKD 129,000,000 and HKD 67,574,473 related to the lawsuit, and currently holds no shares of 康宏[89]. Corporate Governance - The company is committed to maintaining good corporate governance practices to enhance transparency and disclosure quality[102]. - The audit committee reviewed the group's annual performance for the year ending December 31, 2024[103]. - The company's auditor confirmed that the financial statements for the year ending December 31, 2024, are consistent with the preliminary financial statements[104].

Investment in Luck Key - As of June 30, 2024, the group's investment in Luck Key was approximately HKD 30,707,000, accounting for about 7.2% of the total assets, corrected from the previously reported 14.2%[2] - The group's share of the investment loss in Luck Key was approximately HKD 9,580,000 for the six months ended June 30, 2024, revised from HKD 7,051,000[2] Interim Report Confirmation - The company confirmed that all other information in the interim report remains unchanged[3]

Revenue and Income - Revenue for the six months ended 30 June 2024 increased to HK$38.072 million, up from HK$34.270 million in the same period in 2023[6] - Total revenue for the six months ended 30 June 2024 was HK$38.072 million, compared to HK$34.270 million in the same period in 2023, representing an increase of 11.1%[21][23] - Revenue from the hospitality and related services segment increased to HK$32.958 million in 2024 from HK$31.562 million in 2023, a growth of 4.4%[21][23] - Loan interest income from the money lending business rose significantly to HK$5.113 million in 2024, up from HK$2.665 million in 2023, a 91.8% increase[21][23] - Revenue from food and beverage sales in the hotel business grew to HK$19.433 million in 2024 from HK$18.254 million in 2023, a 6.5% increase[24] - Revenue from hospitality and related services in Australia increased by approximately HK$1,396,000 (4%) to HK$32,958,000 for the six months ended 30 June 2024[70] - The Group recorded interest income of approximately HK$5,113,000 from its money lending business, a significant increase from HK$2,665,000 in 2023[74] Costs and Expenses - Cost of sales for the six months ended 30 June 2024 was HK$5.577 million, compared to HK$4.835 million in 2023[6] - Administrative expenses decreased to HK$41.342 million in 2024 from HK$45.905 million in 2023[6] - Finance costs decreased to HK$3.157 million in 2024 from HK$3.933 million in 2023[6] - Total depreciation and amortization expenses increased to HK$6.408 million in 2024 from HK$5.796 million in 2023, a 10.6% rise[21][23] - Staff costs, including directors' emoluments, increased to HK$19.830 million in 2024 from HK$20.322 million in 2023, a 2.4% decrease[26] - The impairment loss on contract assets, accounts receivable, loan, and interest receivables rose to HK$6.408 million in 2024 from HK$5.796 million in 2023, a 10.6% increase[26] - Staff costs, including Directors' salaries, allowances, and bonuses, totaled approximately HK$19,831,000 for the period under review, compared to HK$20,322,000 in 2023[110] Profit and Loss - The company reported a loss before tax of HK$23.712 million for the six months ended 30 June 2024, compared to a profit of HK$46.664 million in 2023[6] - Total comprehensive income for the period was a loss of HK$25.582 million in 2024, compared to a profit of HK$75.260 million in 2023[7] - Loss per share for the six months ended 30 June 2024 was HK$0.46, compared to earnings per share of HK$0.87 in 2023[7] - The company reported a loss before tax of HK$23.712 million for the six months ended 30 June 2024, compared to a profit before tax of HK$46.664 million in the same period in 2023[21][23] - The company reported a loss attributable to shareholders of HK$23,672,000 for the six months ended 30 June 2024, compared to a profit of HK$46,743,000 in the same period in 2023[31] - The company reported a loss of approximately HKD 23,712,000 for the six months ended June 30, 2024, compared to a profit of HKD 46,664,000 in the same period in 2023, primarily due to the absence of a gain from the deemed disposal of a subsidiary in 2023[63] Assets and Liabilities - Total non-current assets decreased to HK$291,268,000 from HK$296,752,000, a decline of 1.8%[8] - Current assets decreased to HK$136,856,000 from HK$144,750,000, a decline of 5.5%[8] - Cash and cash equivalents decreased to HK$26,469,000 from HK$32,507,000, a decline of 18.6%[8] - Total current liabilities decreased to HK$86,742,000 from HK$95,958,000, a decline of 9.6%[9] - Net current assets increased to HK$50,114,000 from HK$48,792,000, an increase of 2.7%[9] - Total equity decreased to HK$291,398,000 from HK$316,980,000, a decline of 8.1%[9] - Accumulated losses increased to HK$945,428,000 from HK$882,939,000, an increase of 7.1%[10] - Consolidated reserves decreased to HK$240,402,000 from HK$297,428,000, a decline of 19.2%[11] - Total assets of the Group as of 30 June 2024 were approximately HK$428,124,000, with cash and cash equivalents of HK$1,435,000[90] - Shareholders' equity as of 30 June 2024 was approximately HK$291,962,000[91] - The Group's borrowings as of 30 June 2024 were approximately HK$74,759,000, with 60,853,000 secured and 13,906,000 unsecured[91] Cash Flow - Net cash flow from operating activities for the six months ended 30 June 2024 was HK$6,361 thousand, compared to a net cash outflow of HK$23,962 thousand in the same period in 2023[12] - Net cash flow used in investing activities for the six months ended 30 June 2024 was HK$15,298 thousand, compared to a net cash inflow of HK$34,669 thousand in the same period in 2023[12] - Net cash flow from financing activities for the six months ended 30 June 2024 was HK$3,832 thousand, compared to a net cash outflow of HK$19,313 thousand in the same period in 2023[12] - Cash and cash equivalents at the end of the period were HK$1,435 thousand, a decrease from HK$5,713 thousand at the end of the same period in 2023[12] Segment Performance - The Group has four reportable operating segments: hospitality and related services in Australia, services through network media, money lending business, and assets investments business[18] - Revenue and expenses are allocated to the reportable segments based on sales generated and expenses incurred by those segments[18] - Assets and liabilities are allocated to the reportable segments, excluding unallocated corporate assets and liabilities[18] - Segment profit/(loss) is measured using adjusted profit/(loss) before tax, which excludes bank interest income, non-lease-related finance costs, dividend income, net gains on disposals of subsidiaries, and head office and corporate expenses[18] Investments and Fair Value - Share of results of associates showed a loss of HK$9.951 million in 2024, compared to a loss of HK$7.129 million in 2023[6] - Fair value loss on financial assets at FVTPL was HK$3.714 million in 2024, compared to a loss of HK$1.027 million in 2023[6] - The fair value loss on financial assets at FVTPL increased to HK$3.714 million in 2024 from HK$1.027 million in 2023, a 261.6% increase[21][23] - The Group recorded a fair value loss on financial assets at FVTPL of approximately HK$3,714,000 for the six months ended 30 June 2024, primarily due to the decrease in the fair value of investments in listed equity securities in Hong Kong[78] - The Group recorded a fair value loss on financial assets at FVTOCI of approximately HK$503,000 for the six months ended 30 June 2024, compared to a fair value gain of approximately HK$28,466,000 in 2023[78] - World Biotech Regenerative Medical Group Limited, a significant securities investment, accounted for 6.8% of the Group's total assets as of 30 June 2024, with a fair value of HK$29,190,000[79] - The Group's investment in World Biotech, representing 3.32% equity interest, had an investment cost of HK$28,697,000 and recorded no unrealised gain or dividend income for the six months ended 30 June 2024[79] - World Biotech, founded in 2020, operates a biopharmaceutical drug development centre, a production facility, and a clinical centre under the brand BioCreatrix[80] - The Group's subsidiary, Absolutely Talent Technology Limited, invested HK$40,000,000 in World Biotech in October 2021, acquiring a 4.65% equity interest[81] - World Biotech's net profit guarantee for the two financial years ending 30 September 2025 or its valuation by 31 December 2025 must not be less than agreed amounts, or compensation will be paid to Absolutely Talent Technology Limited[82] - The Group recorded a gain of approximately HK$335,000 from the disposal of 25,000 shares of World Biotech during the six months ended 30 June 2023[82] - As of 30 June 2024, the Group's 35,650 shares (3.32% equity) in World Biotech and the Profit Guarantee had an aggregate fair value of approximately HK$29,190,000, representing 6.8% of the Group's total assets[82] - World Biotech completed the construction of a GMP-compliant production plant in 2023, enabling it to manufacture clinical trial products and distribute bi-products globally[82] - The Group held 10,650 ordinary shares (48.33% equity) in Luck Key Investment Limited as of 30 June 2024, with a carrying amount of approximately HK$60,740,000, representing 14.2% of the Group's total assets[83] - Luck Key's revenue for the period under review decreased by 18% to approximately HK$94,879,000, with a loss attributable to shareholders of approximately HK$19,821,000[84] - Luck Key Group operates 11 health check centers and 2 laboratories in Hong Kong, providing a wide range of medical diagnostic and health check services[83] - The Group plans to continue holding its investments unless changes in strategy or opportunities to realize existing investments arise, aiming to optimize returns and create value for shareholders[85] Borrowings and Financial Instruments - Total interest-bearing borrowings increased to HK$74,759,000 as of 30 June 2024 from HK$65,959,000 as of 31 December 2023[51] - Fixed-rate borrowings increased to HK$13,906,000 as of 30 June 2024 from HK$10,188,000 as of 31 December 2023[51] - Variable-rate borrowings increased to HK$60,853,000 as of 30 June 2024 from HK$55,771,000 as of 31 December 2023[51] - Effective interest rates for fixed-rate borrowings ranged from 10.00% to 11.00% as of 30 June 2024, compared to 6.00% to 11.00% as of 31 December 2023[52] - The company issued convertible notes with a total principal amount of HKD 7,600,000, with an extended maturity date of September 30, 2024. The notes can be converted into ordinary shares of EFL or redeemed at 105% of the face value starting from March 31, 2023[54] - The liability component of the convertible notes increased from HKD 7,715,613 as of January 1, 2023, to HKD 8,328,373 as of December 31, 2023, and further to HKD 8,358 as of June 30, 2024[54] - The Group's borrowings repayable within one year as of 30 June 2024 were approximately HK$24,799,000, with interest rates ranging from 7.23% to 11.00%[90] - The Group's gearing ratio as of 30 June 2024 was 0.32 times, and its net debt-to-equity capital ratio was 0.43 times[90] - Effective interest rates on fixed-rate borrowings ranged from 10.00% to 11.00%, and on variable-rate borrowings from 7.23% to 7.40% as of 30 June 2024[94] - The Group's borrowing facilities as of 30 June 2024 were approximately HK$93,452,000, with HK$74,759,000 utilized[90] - Certain borrowing facilities were secured by freehold land and buildings valued at approximately HK$82,373,000 as of 30 June 2024[96] - Subsidiary EFL issued convertible loan notes totaling HKD 7.6 million for general working capital, with an extended maturity date of September 30, 2024[124] - As of June 30, 2024, HKD 300,000 of the convertible loan notes were redeemed, and no conversions occurred[124] - The outstanding principal amount of convertible notes as of 30 June 2024 was HK$7,300,000, down from HK$7,600,000 as of 31 December 2023[121] - The convertible notes issued by EFL have a maturity date of 30 September 2024 and can be converted into ordinary shares of EFL[121] - The full exercise of the conversion right for the outstanding convertible notes would not result in the issuance of more than 5% of EFL's existing issued shares[121] - Noteholders can request early redemption of the convertible notes at 105% of the par value from the first business day after 31 March 2023 to 10 business days before the maturity date[121] Legal and Contingent Liabilities - Ever Robust Holdings Limited, a subsidiary, is involved in legal proceedings with Convoy Global Holdings Limited, seeking orders to set aside share allotments and rescind financing facilities, including a HK$129,000,000 loan and a HK$67,574,473 margin loan[100] - Ever Robust fully repaid the HK$129,000,000 loan and HK$67,574,473 margin loan by 19 December 2017 and no longer holds shares in Convoy[100] - On 6 March 2018, a case management conference was held for the Convoy Proceedings, with amended claims seeking declarations of nullity for share allotments and orders for damages and equitable compensation[101][103] - On 27 July 2018, Ever Robust received a sealed order allowing the Plaintiffs to file and serve an amended statement of claim, with 11 additional parties ordered to join the proceedings[102] - Ever Robust filed its defense on 10 December 2018, asserting that the Plaintiffs are not entitled to any relief in the Convoy Proceedings[104] - On 2 January 2018, Ever Robust received a petition from Zhu Xiao Yan seeking orders to declare share placements void and claim damages for shareholding dilution, with Ever Robust holding no shares in Convoy as of that date[105] - The Zhu Proceedings were stayed on 6 March 2018 pending the outcome of the Convoy Proceedings[106] - The Group did not have any material contingent liabilities as of 30 June 2024, the same as in 2023[109][113] - The Group has not made any provisions for legal proceedings due to the inability to reliably assess potential liabilities[108][112] Corporate Governance and Shareholder Information - The company's authorized share capital is 20,000,000,000 ordinary shares with a nominal value of HKD 0.01 each, and the issued and fully paid shares as of June 30, 2024, were 5,156,035,108 shares[55] - Ng Ting Kit holds a 9.64% beneficial interest in the company's shares, totaling 497,180,000 shares[120] - King's Group Capital Limited, wholly owned by Ng Ting Kit, holds a 5.06% interest in the company's shares, totaling 260,800,000 shares[120] - The total issued shares of the company as of 30 June 2024 were 5,156,035,108[120] - No share options were outstanding as of 30 June 2024, compared to none as of 31 December 2023[119] - The maximum entitlement for each participant under the share option scheme does not exceed 1% of the aggregate number of shares issued and issuable in any 12-month period[126][129] - The share option scheme allows for a nominal consideration of HKD 1 upon acceptance of the grant[126][129] - The exercise price of options cannot be less than the highest of the closing price on the grant date, the average closing price for the preceding five trading days, or the nominal value of the shares[127][129] - The share option scheme remains in force for 10 years from its adoption date of June 9, 2020[127][129] - As of January 1, 2024, and June 30, 2024, 533,623,510 shares were available for grant under the scheme, representing approximately 10.35% of the issued share capital[127][129] - No options were granted under the scheme during the six months ended June 30, 2024[127][129] - There were no outstanding, granted, exercised, canceled, or lapsed share options under the scheme as of January 1, 2024, and June 30, 2024[128][129] - Non-executive Director Mr. Ng Ting Ho holds directorships in Way Union Finance Limited and Delight Sky Finance Limited, which are engaged in money lending business in Hong Kong[131] - The company has established an Audit Committee consisting of three independent non-executive directors, with Mr. Wong Siu Keung, Joe serving as the chairman during the review period[135] - The Audit Committee reviewed the Group's unaudited condensed consolidated results for the six months ended 30 June 2024 and confirmed compliance with applicable accounting standards and GEM Listing Rules[135] - The Board of Directors includes one

Financial Performance - For the six months ended June 30, 2024, the Group reported revenue of HK$38,072,000, an increase of 11.8% compared to HK$34,270,000 in the same period of 2023[7]. - The Group incurred a loss before tax of HK$23,712,000, compared to a profit before tax of HK$46,664,000 in the corresponding period of 2023[7]. - The loss for the period was HK$23,712,000, contrasting with a profit of HK$46,664,000 in the same period last year[7]. - For the six months ended June 30, 2024, the company reported a total comprehensive loss of HK$25,582, compared to a profit of HK$75,260 for the same period in 2023, representing a significant decline[8]. - The loss attributable to shareholders for the period was HK$23,672, a decrease from a profit of HK$46,743 in the prior year, indicating a year-over-year decline of approximately 150%[8]. - Basic and diluted loss per share was HK$0.46, compared to earnings of HK$0.87 per share in the previous year, reflecting a substantial decrease in profitability[8]. Expenses and Costs - Administrative expenses decreased to HK$41,342,000 from HK$45,905,000, reflecting a reduction of approximately 10%[7]. - The Group's finance costs decreased to HK$3,157,000 from HK$3,933,000, indicating a reduction of about 19.7%[7]. - Other income and gains amounted to HK$2,120,000, down from HK$2,946,000 in the previous year[7]. - The profit before tax for the period was impacted by an impairment loss on contract assets and accounts receivable amounting to HK$6,408,000, compared to HK$5,796,000 in 2023[27]. Assets and Liabilities - Total current assets decreased to HK$136,856 from HK$144,750 as of December 31, 2023, marking a decline of approximately 5.7%[9]. - Non-current assets totaled HK$291,268, a slight decrease from HK$296,752 at the end of 2023, representing a decline of approximately 1.6%[9]. - Total liabilities increased, with current liabilities rising to HK$86,742 from HK$95,958, a decrease of about 9.6%[10]. - The company reported a decrease in cash and cash equivalents to HK$26,469 from HK$32,507, reflecting a decline of approximately 18.5%[9]. - The accumulated losses as of June 30, 2024, were HK$945,428,000, compared to HK$848,739,000 as of June 30, 2023[11]. Cash Flow - For the six months ended June 30, 2024, the net cash flow from operating activities was HK$6,361,000, compared to a net cash outflow of HK$23,962,000 in the same period of 2023[13]. - The net cash flow used in investing activities was HK$15,298,000 for the six months ended June 30, 2024, a decrease from a net cash inflow of HK$34,669,000 in 2023[13]. - The net cash flow from financing activities was HK$3,832,000 for the six months ended June 30, 2024, compared to a net cash outflow of HK$19,313,000 in 2023[13]. Segment Performance - For the six months ended June 30, 2024, total segment revenue was HK$38,072,000, with hospitality services contributing HK$32,958,000, money lending HK$5,113,000, and network media services HK$1,000[22]. - The segment profit for hospitality services was a loss of HK$1,620,000, while money lending generated a profit of HK$194,000, and network media services incurred a loss of HK$69,000, resulting in a total segment loss of HK$13,918,000[22]. - Revenue from contracts with customers in hospitality and related services was HK$13,525,000, up from HK$13,308,000, reflecting a growth of 1.6%[25]. - Loan interest income significantly increased to HK$5,113,000, compared to HK$2,665,000 in the previous year, marking a growth of 92.5%[25]. Investments - The Group's financial assets at fair value through profit or loss (FVTPL) totaled HK$55,659,000 as of June 30, 2024, compared to HK$61,697,000 as of December 31, 2023, indicating a decline of about 9.8%[40]. - The Group's investment portfolio mainly comprised securities issued by listed companies, with a fair value loss on financial assets at FVTOCI of approximately HK$503,000 for the six months ended June 30, 2024, compared to a fair value gain of approximately HK$28,466,000 in 2023[79]. - The Group holds a 3.32% equity interest in World Biotech, with an investment cost of HK$28,697,000[80]. - The investment in Luck Key Investment Limited represents approximately 48.33% equity interest, with a carrying amount of approximately HK$60,740,000 as of June 30, 2024, accounting for about 14.2% of the Group's total assets[84]. Legal Proceedings - The Group was involved in legal proceedings related to claims against its subsidiary, Ever Robust, with a loan amount of HK$129,000,000 and a margin loan of HK$67,574,473 being contested[101]. - The Group has not made any provisions for the legal proceedings as it is unable to reliably assess the amount of potential liabilities[109]. - The Group's legal proceedings include claims related to share placements and potential damages for dilution of shareholding[106]. Corporate Governance - The Audit Committee consists of three independent non-executive Directors, ensuring compliance with GEM Listing Rules and corporate governance standards[135]. - The Company is committed to good corporate governance practices, enhancing transparency and quality of disclosure[135]. - The Company has complied with the Corporate Governance Code provisions during the review period[134].

Financial Performance - The Group recorded revenue of approximately HK$64,587,000 for the year ended December 31, 2023, representing a decrease of approximately 52% compared to HK$134,373,000 in 2022 due to the deemed disposal of Dynamic Indonesia Holdings Limited[15]. - The profit for the year ended December 31, 2023, was approximately HK$12,452,000, an increase from HK$9,925,000 in 2022[15]. - The decrease in overall revenue was significantly influenced by the Walletku Disposal in June 2022[15]. - The Group's financial performance reflects ongoing challenges in the hospitality sector due to external factors[15]. - The increase in profit despite a significant drop in revenue indicates improved operational efficiency or cost management[15]. - The Group's profit for the year was approximately HK$12,452,000, an increase from HK$9,925,000 in 2022, primarily due to a gain of approximately HK$72,145,000 from the deemed disposal of a subsidiary[27]. - Revenue from administrative and management services significantly decreased from approximately HK$16,005,000 in 2022 to approximately HK$1,228,000 in 2023[29]. Hospitality Segment - Revenue from the hospitality and related services segment in Australia was approximately HK$58,773,000, down approximately 8% from HK$63,834,000 in 2022, primarily due to a decrease in occupied rooms during renovation[17]. - The renovation work at Balgownie Estate Vineyard Resort & Spa Yarra Valley impacted the number of occupied rooms, contributing to the revenue decline in the hospitality segment[17]. - The occupancy rate of Balgownie decreased to approximately 74% from 75% in the previous year[21]. - Balgownie recorded a revenue of approximately HK$58,773,000 for the year, a decrease of about HK$5,061,000 or approximately 8% compared to HK$63,834,000 in 2022, primarily due to a reduction in occupied rooms during renovation work[54][56]. - The Group plans to enhance Balgownie as an integrated resort destination for leisure and event-hosting, including banquet services for weddings and events[32]. - Balgownie has received multiple awards, including "Resort Style Accommodation of the Year" for four consecutive years from 2016 to 2019 and in 2022[46]. Business Development and Strategy - The Group continues to adopt a diversified business development strategy to enhance its market presence[16]. - The Group remains committed to exploring new business opportunities and strategies for future growth[16]. - The Group aims to position Balgownie as an integrated resort-based travel destination for leisure and event hosting[51][55]. - The Group's strategic focus includes maintaining operational resilience, remaining competitive, and exploring new opportunities amid geopolitical and macroeconomic uncertainties[155]. - The Group aims to enhance its existing businesses and create value for shareholders through the formulation and implementation of its business plans and strategies[154]. New Products and Services - The Group launched a new "Wellness Retreat" product/service in partnership with Endota Spa, aiming to attract more customers and generate additional income[32]. - The "Wine Club" introduced in April 2023 has acquired over 700 members, with expectations to grow to over 3,000 members in the next 24 months[32]. - The Group aims to increase the membership of the new "Wine Club" from over 700 members to more than 3,000 members within the next 24 months, which is expected to generate additional revenue[34]. - The Group is collaborating with spa partners to open new day spa centers, enhancing revenue from wellness-related services[49]. Money Lending Business - Interest income from the money lending business increased to approximately HK$5,709,000, up from HK$3,387,000 in 2022, due to an increase in loans granted[23]. - The Group's money lending business is conducted through its wholly-owned subsidiary, Mark Profit Finance Limited, which holds a money lender's license under Hong Kong law[70]. - The Group has implemented a credit assessment process that includes verification of identity, income, assets, and address proofs, with all documents required to be up-to-date[77]. - The Group's focus on prudent credit procedures aims to ensure sustainable growth in its money lending business[70]. - The Group's money lending business targets both corporate and individual customers, with a thorough credit assessment process in place[71]. Asset Investment and Financial Assets - The Group experienced a segment loss from its assets investment business of approximately HK$31,631,000 for the year ended December 31, 2023, compared to a loss of HK$1,856,000 in 2022[108]. - Fair value loss on financial assets at fair value through profit or loss (FVTPL) was approximately HK$8,282,000 for the year ended December 31, 2023, up from HK$2,244,000 in 2022[109]. - The Group recorded fair value gains on financial assets at fair value through other comprehensive income (FVTOCI) of approximately HK$28,054,000 for the year ended December 31, 2023, compared to fair value losses of HK$40,277,000 in 2022[109]. - The Group disposed of 25,000 shares of World Biotech during the year ended December 31, 2023, resulting in a gain of approximately HK$335,000[129][132]. Shareholder and Equity Information - Shareholders' equity increased to approximately HK$317,506,000 as of December 31, 2023, from HK$296,239,000 in 2022[165]. - The Group's total assets were approximately HK$441,502,000, a decrease from HK$594,830,000 in 2022[160]. - The Group's borrowings repayable within one year were approximately HK$38,439,000, significantly reduced from HK$83,822,000 in 2022[160]. - The gearing ratio improved to 0.28 times as of December 31, 2023, compared to 0.50 times in 2022[161]. Future Outlook and Economic Conditions - Future economic uncertainties include the impact of quantitative tightening measures and geopolitical conflicts, which may affect domestic consumption and asset prices[28]. - The Group anticipates that the stabilization of the global pandemic situation will boost domestic consumption, although this may be offset by falling asset prices due to quantitative tightening measures[149].

Financial Performance - The company reported its annual performance for the year ending December 31, 2023[2]. - The report includes a comprehensive financial summary, detailing profit or loss and other comprehensive income[16]. - The Group recorded revenue of approximately HK$64,587,000 for the year ended December 31, 2023, a decrease of approximately 52% compared to HK$134,373,000 in 2022 due to the deemed disposal of Dynamic Indonesia Holdings Limited[22]. - Profit for the year ended December 31, 2023, was approximately HK$12,452,000, an increase from HK$9,925,000 in 2022, primarily due to a gain of approximately HK$72,145,000 from the disposal of Jixiang Information Technology (Shanghai) Co., Ltd.[34]. - Revenue from hospitality and related services in Australia was approximately HK$58,773,000, a decrease of approximately 8% from HK$63,834,000 in 2022, attributed to a reduction in occupied rooms due to renovation work[24]. - The Group's profit for the year ended December 31, 2023, was approximately HK$12,452,000, an increase from HK$9,925,000 in 2022, primarily due to a gain of approximately HK$72,145,000 from the deemed disposal of a subsidiary[48]. Governance and Compliance - The board of directors confirmed the accuracy and completeness of the information provided in the report[11]. - The company is committed to adhering to the GEM Listing Rules, ensuring transparency and accountability[14]. - The board consists of one non-executive director, two executive directors, and three independent non-executive directors[5]. - The independent auditor for the company is McMillan Woods (Hong Kong) CPA Limited[19]. Business Strategy and Operations - The Group's diversified business strategy includes hospitality services, network media services, money lending, and asset investments[23]. - The Group expects that the stabilization of the global pandemic situation and the removal of related restrictions will boost domestic consumption, although this may be offset by falling asset prices and economic uncertainties[35]. - The Group launched a new "Wellness Retreat" product/service in partnership with Endota Spa, the first of its kind in Yarra Valley, which includes wellness packages focused on nutrition and calming activities[39]. - The "Wine Club" introduced in April 2023 has acquired over 700 members, with expectations to grow to over 3,000 members in the next 24 months, contributing to additional income[39]. - Balgownie is positioned as an integrated resort-based travel destination, enhancing its appeal for leisure and event hosting[39]. Revenue and Income Sources - Interest income from the money lending business increased to approximately HK$5,709,000 in 2023 from HK$3,387,000 in 2022, due to an increase in loans granted[30]. - Income from administrative and management services significantly decreased from approximately HK$16,005,000 in 2022 to approximately HK$1,228,000 in 2023[34]. - The significant decrease in revenue from network media services was largely due to the Walletku Disposal in June 2022, which had a net gain of approximately HK$26,907,000 in 2022[29]. Financial Position and Assets - As of December 31, 2023, the Group's total assets were approximately HK$441,502,000, a decrease from HK$594,830,000 in 2022[167]. - The Group's cash and cash equivalents as of December 31, 2023, were approximately HK$6,569,000, down from HK$9,313,000 in 2022[167]. - Shareholders' equity increased to approximately HK$317,506,000 as of December 31, 2023, from HK$296,239,000 in 2022[172]. - The Group's borrowings repayable within one year were approximately HK$38,439,000 as of December 31, 2023, compared to HK$83,822,000 in 2022[167]. Investment and Market Performance - The Group experienced a segment loss from its assets investment business of approximately HK$31,631,000 for the year ended December 31, 2023, compared to a loss of HK$1,856,000 in 2022[115]. - Fair value loss on financial assets at fair value through profit or loss (FVTPL) was approximately HK$8,282,000 for the year ended December 31, 2023, up from HK$2,244,000 in 2022[116]. - The Group recorded fair value gains on financial assets at fair value through other comprehensive income (FVTOCI) of approximately HK$28,054,000 for the year ended December 31, 2023, compared to fair value losses of HK$40,277,000 in 2022[116]. Risk Management and Credit Assessment - The Group conducts credit assessments for potential borrowers to ensure their ability to repay loans, considering various financial factors[78]. - The credit committee overseeing the money lending business consists of two executive directors, ensuring prudent credit procedures are followed[79]. - The Group monitors loan recoverability based on the terms of the loan agreements, focusing on repayment irregularities[95]. Shareholder and Vendor Agreements - The total consideration for the Zhiqu Disposal is subject to adjustments based on the performance compensation agreement, ensuring accountability for the vendors[192]. - The vendors are required to compensate LEO with 18,166,915 Xu's Shares for the FY2016 shortfall, with no compensation required from the Group[198]. - The performance compensation agreement caps the Group's liabilities at the total consideration received, ensuring financial protection[195].