怡 園 酒 業 控 股 有 限 公 司（「本公司」）董 事（「董 事」）會（「董事會」）謹 此 宣 佈，本 公 司 將 於 二 零 二 五 年 八 月 二 十 日（星 期 三）舉 行 董 事 會 會 議，以（其 中 包 括）批 准 本 公 司及其附屬公司截至二零二五年六月三十日止六個月之中期業績及相關業績 公 告（將 於 香 港 聯 合 交 易 所 有 限 公 司 之 網 站 及 本 公 司 之 網 站 內 刊 載），以 及 派 付 中 期 股 息（如 有）。 承董事會命 香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不 負 責，對 其 準 確 性 或 完 整 性 亦 不 發 表 任 何 聲 明，並 明 確 表 示 概 不 對 因 本 公 告 全 部 或 任 何 部 份 內 容 而 產 生 或 因 倚 賴 該 等 內 容 而 引 致 的 任 何 損 失 承 擔 任 何 責 任。 Grace Wine Holdings Limited 怡園酒業控股有限公司 （於開曼群島註冊成立的有限公 司） （股份代號：8146） 董事會會議日期 於 本 公 告 日 期，董 事 會 包 括 執 行 董 事 陳 ...

Financial Performance - Revenue for the fiscal year 2024 decreased by 46.8% to RMB 346 million, down from RMB 650 million in fiscal year 2023[9] - Revenue decreased from RMB 65.0 million in FY2023 to RMB 34.6 million in FY2024, a decline of 46.8% due to a downturn in the Chinese market[16] - Gross profit decreased from RMB 47.6 million in FY2023 to RMB 26.3 million in FY2024, a drop of 44.7%, while gross margin increased from 73.3% to 76.1%[19] - The company recorded a net loss of RMB 41.0 million in FY2024 compared to a profit of RMB 10.2 million in FY2023[25] - Cash and cash equivalents decreased by 17.7% from RMB 41.9 million as of December 31, 2023, to RMB 34.5 million as of December 31, 2024[26] - Administrative expenses rose by 5.7% from RMB 24.4 million in FY2023 to RMB 25.8 million in FY2024[22] - Financing costs for FY2024 amounted to RMB 1.2 million, including bank loan interest of RMB 1.114 million[23] Sales and Market Trends - Bottled wine sales dropped from 738,000 bottles in fiscal year 2023 to 438,000 bottles in fiscal year 2024[13] - The average selling price per bottle decreased from RMB 88.1 in fiscal year 2023 to RMB 78.9 in fiscal year 2024[13] - Export sales of bottled wine to Hong Kong increased to 1,066,000 bottles in 2024, up from 985,000 bottles in 2023[10] - Economic challenges in China, including deflationary pressures and cautious consumer spending, are expected to persist for the next three to five years[9] - The company identified major risks including weak consumer demand in China, which is expected to continue affecting sales due to economic uncertainties and high-end wine demand decreasing significantly[124] - Sales in Shanxi province account for a substantial portion of total sales; any significant decline in this market could lead to a major drop in wine sales and revenue[125] Strategic Initiatives - The company plans to enhance operational efficiency and cost management to adapt to the current sales scale[10] - Strategic partnerships, such as the collaboration with Cathay Pacific for supplying wines, are aimed at increasing brand recognition[9] - The company is focusing on core consumers who appreciate quality wines, ensuring more effective resource allocation[10] - The company is focusing on diversifying its business and developing new sales channels, including online sales and partnerships with distributors outside Shanxi[125] - The company is prioritizing the use of grapes from its own vineyards in Shanxi and Ningxia to ensure uninterrupted wine production amid climate change and environmental risks[126] Corporate Governance - The company has adopted all applicable provisions of the corporate governance code as per GEM Listing Rules Appendix C1, Section 2[60] - The board consists of 3 independent non-executive directors, exceeding one-third of the total board members, ensuring compliance with GEM Listing Rules[65] - The chairman and CEO roles are held by the same individual, which the board deems appropriate for the company's interests[62] - The board has established four committees: Audit Committee, Remuneration Committee, Nomination Committee, and Investment Committee to oversee specific matters[66] - The company emphasizes the importance of good corporate governance to establish an effective accountability culture[68] Risk Management - The company has established a risk management and internal control system to monitor operational, financial, reporting, and compliance risks[117] - The audit committee is responsible for overseeing the risk management and internal control systems, reviewing risk records, and approving internal audit plans[119] - The board is responsible for ensuring the effectiveness of the risk management and internal control systems, with annual reviews conducted[118] - No significant internal control deficiencies were identified, and the board believes that the company's risk assessment and internal control functions are adequate and effective[128] Sustainability and ESG - The environmental, social, and governance (ESG) report covers the period from January 1, 2024, to December 31, 2024, detailing the group's sustainable development strategies and performance[143] - The ESG report is prepared in accordance with the GEM Listing Rules and includes key performance indicators disclosed in a quantifiable manner[145] - The company has identified significant sustainability issues affecting its business and disclosed both positive and negative information in the ESG report[145] - Yiyuan Winery focuses on sustainable practices, including responsible sourcing and production, aiming to reduce its ecological footprint and enhance climate resilience in its operations[157] Employee Welfare and Development - The company emphasizes employee welfare by creating a supportive work environment and providing training and development opportunities[157] - The employee turnover rate is 4.04% for females and 3.81% for males, with a total of 100 full-time employees and 2 part-time employees as of December 31, 2024[186][193] - The company provides significant health measures, including major illness medical expense subsidies and annual health check-ups for employees[199] - Regular employee performance evaluations are conducted to assess capabilities and determine promotions and salary adjustments[200] Communication and Shareholder Engagement - The company is committed to maintaining open communication with shareholders regarding its operations and market environment[88] - The company encourages shareholder participation in meetings and ensures that annual general meetings are held to facilitate communication between the board and shareholders[130] - The company has established multiple communication channels with shareholders, including the publication of interim and annual reports, and holding annual general meetings[138]

诚如本公司日期为2025年3月28日的公告所披露，出售事项的完成于2025年3月28日作实。出售事项的总 代价亦于同日结清，及特别股息将从本公司所收取的总代价中支付。本公司所收取的有关总代价已扣除 该通函所披露的Macmillan Equity、Palgrave Enterprises及王女士有权收取的Pacific Surplus特别股息及 Epic Wealth特别股息。安排特别股息时，本公司发现，除非Macmillan Equity、Palgrave Enterprises及王 女士的股份从中央结算及交收系统(中央结算系统)移除，否则无法使彼等不收取特别股息。因此，本公 司现已获得陈女士提供的7110万港元免息财务援助，以便通过中央结算系统派付特别股息(包括向 Macmillan Equity、Palgrave Enterprises及王女士派付)。根据陈女士的确认，该财务援助根据GEM上市 规则第20.88条获全面豁免，原因为其乃按正常商业条款或更佳条款进行;及其并无以本集团资产作抵 押。Macmillan Equity、Palgrave Enterprises及王女士将收取特别股息，及彼等已确认将向 ...

Financial Performance - For the fiscal year ending December 31, 2024, the company reported total revenue of RMB 34,553,000, a decrease of 46.8% compared to RMB 64,985,000 in the previous fiscal year[5]. - The gross profit for the fiscal year 2024 was RMB 26,302,000, down 44.9% from RMB 47,645,000 in fiscal year 2023[5]. - The company incurred a net loss of RMB 41,018,000 for the fiscal year 2024, compared to a profit of RMB 10,220,000 in fiscal year 2023, representing a significant decline[5]. - Basic and diluted loss per share for the fiscal year 2024 was RMB 5.12, compared to earnings of RMB 1.28 per share in the previous year[5]. - The total comprehensive loss for the fiscal year 2024 was RMB 40,774,000, compared to a total comprehensive income of RMB 10,306,000 in fiscal year 2023[7]. - The company reported a pre-tax loss of RMB 35,336,000 in 2024, contrasting with a pre-tax profit of RMB 11,461,000 in 2023[22]. - The company recorded a loss of RMB 41.0 million in FY2024 compared to a profit of RMB 10.2 million in FY2023, primarily due to a RMB 25.7 million impairment loss in the distillation business[50]. - Revenue decreased from RMB 65.0 million in FY2023 to RMB 34.6 million in FY2024, a decline of 46.8% due to market downturn in China[53]. Income and Expenses - The company reported other income and gains of RMB 3,178,000, an increase of 66.8% from RMB 1,907,000 in the previous year[5]. - Other income increased to RMB 3,140,000 in 2024, compared to RMB 1,342,000 in 2023, driven by government subsidies and consulting service income[35]. - Employee benefits expenses rose to RMB 16,862,000 in 2024, compared to RMB 15,422,000 in 2023, reflecting an increase in wages and retirement plan contributions[37]. - Other income and net gains rose from RMB 1.9 million in FY2023 to RMB 3.2 million in FY2024, an increase of 68.4%[56]. Assets and Liabilities - Total non-current assets decreased from RMB 191,140 thousand in 2023 to RMB 170,181 thousand in 2024, a decline of approximately 11%[9]. - Current assets increased from RMB 140,057 thousand in 2023 to RMB 148,380 thousand in 2024, representing a growth of about 6%[9]. - Total liabilities increased from RMB 64,377 thousand in 2023 to RMB 92,429 thousand in 2024, marking an increase of approximately 43%[11]. - The company's net asset value decreased from RMB 266,820 thousand in 2023 to RMB 226,132 thousand in 2024, a decline of around 15%[11]. - Cash and cash equivalents decreased from RMB 41,870 thousand in 2023 to RMB 34,488 thousand in 2024, a reduction of about 18%[9]. - The company's inventory increased from RMB 82,176 thousand in 2023 to RMB 99,240 thousand in 2024, an increase of approximately 21%[9]. - The total equity decreased from RMB 266,820 thousand in 2023 to RMB 226,132 thousand in 2024, reflecting a decrease of around 15%[11]. - The company's trade payables increased significantly from RMB 1,258 thousand in 2023 to RMB 11,258 thousand in 2024, indicating a rise of over 800%[9]. - The asset-liability ratio rose from 13.0% in FY2023 to 27.6% in FY2024, driven by increased bank loans related to Fujian Dexi Winery[50]. Segment Performance - The total revenue for the wine production segment in 2024 is RMB 37,433,000, a decrease of 43% from RMB 65,847,000 in 2023[22]. - The total revenue for the spirits production segment in 2024 is RMB 79,000, compared to RMB 468,000 in 2023, indicating a significant decline[22]. - The overall segment performance shows a loss of RMB 4,190,000 in 2024, down from a profit of RMB 16,345,000 in 2023[22]. - Non-current non-financial asset impairment loss for the spirits production segment in 2024 is RMB 25,748,000, which negatively impacts overall profitability[22]. Future Plans and Strategies - The company plans to focus on improving operational efficiency and exploring new market opportunities to recover from the current financial downturn[5]. - The company plans to sell 30% of its distillation and brewing business to improve financial health, a proposal approved by independent shareholders on February 19, 2025[51]. - The company has conditionally agreed to sell 100% of the issued share capital of Pacific Surplus Limited for HKD 71.28 million and 30% of Epic Wealth Holdings Limited for HKD 38.88 million[70]. Dividends and Shareholder Information - The company did not recommend any final dividend for the year ending December 31, 2024[43]. - The board has proposed a special dividend of HKD 0.07802 per share related to the Pacific Surplus sale, pending independent shareholder approval[70]. - A special dividend of HKD 0.04256 per share related to the Epic Wealth sale also requires independent shareholder approval[70]. Compliance and Governance - The audit committee has reviewed the annual performance for fiscal year 2024 and confirmed compliance with applicable accounting standards and regulations[81]. - The financial statements for fiscal year 2024 have been approved by the auditors, Ernst & Young, without any guarantees provided[82]. - The board of directors includes executive director Chen Fang and non-executive directors Zhou Hao, Zhang Jihang, and James Douglas Richard Field[84].

Financial Performance - The company's revenue for 2023 reached RMB 650 million, representing a moderate growth of 4.6% compared to the previous year[9] - In the fiscal year 2023, the company's revenue increased by RMB 2.9 million or 4.6% to RMB 65.0 million, primarily due to the growth in high-end wine sales[19] - The net profit for fiscal year 2023 was RMB 10.2 million, a turnaround from a net loss of RMB 0.6 million in fiscal year 2022[27] - The company sold 738,000 bottles in fiscal year 2023, down from 827,000 bottles in fiscal year 2022, while the average selling price rose from RMB 75.1 to RMB 88.1 per bottle[19] - Overall gross profit increased by RMB 11.1 million or 30.7% to RMB 47.6 million, with the gross profit margin rising from 58.7% to 73.3%[21] Market Trends - Per capita disposable income in urban areas of China increased by 5.1% to RMB 51,821 in 2023, indicating a positive trend in consumer spending[13] - Per capita consumption expenditure on food, tobacco, and alcohol rose by 6.0% to RMB 9,495, accounting for 18.3% of total per capita consumption expenditure[13] - The overall wine market in China is expected to gain recognition due to improved quality and the easing of pandemic-related restrictions[13] Production and Operations - The company has completed trial production of whiskey before the Chinese New Year and has begun regular production, with the distillery set to open to the public in June[10] - The company reported a significant increase in production capacity, with a 20% rise in output compared to the previous year[61] - The company has completed preparations for its whiskey and gin projects and will begin producing single malt whiskey, enhancing its product offerings[145] Sustainability and Corporate Responsibility - The company emphasizes sustainable wine production practices, including responsible sales and distribution, and sustainable sourcing of grapes[173] - The company aims to strengthen climate resilience and reduce the ecological footprint of its wine production business[185] - The company is committed to making meaningful and sustainable positive impacts on the community[185] - The company has established and reviewed sustainability strategies, priorities, goals, and indicators[180] Governance and Compliance - The company has maintained a strong compliance record, adhering to all applicable corporate governance codes[68] - The board of directors has established four committees: Audit Committee, Remuneration Committee, Nomination Committee, and Investment Committee, to ensure effective governance[109] - The company is committed to maintaining a robust governance framework to ensure accountability and transparency in its operations[129] Marketing and Brand Strategy - The company emphasizes the importance of brand storytelling and consumer relationships, particularly through social media platforms like Xiaohongshu and WeChat[10] - The company aims to strengthen its brand presence and market share through enhanced promotion on social media platforms[16] - A new marketing strategy has been implemented, projected to increase brand awareness by 40% within the next year[66] Employee and Management - Employee costs for the fiscal year 2023 amounted to RMB 15.4 million, slightly down from RMB 15.6 million in the fiscal year 2022[35] - The company has 170 employees as of December 31, 2023, down from 176 employees the previous year[35] - The company invests in the continuous development of its employees to attract and retain talent[196] Risk Management - The group has identified major risks including economic recovery in key sales locations, which could impact sales and revenue if consumer spending decreases[143] - The risk management process involves identifying, assessing, responding to, and monitoring risks, with a focus on enhancing understanding across all employees[141] - The company has adopted a cautious cash management strategy to maintain liquidity in the event of economic downturns, ensuring sufficient working capital[143] Shareholder Engagement - The company encourages shareholder participation in meetings and has established procedures for shareholders to request special meetings, requiring at least 10% of the paid-up capital to initiate such requests[152] - The company has adopted a shareholder communication policy to enhance effective communication with shareholders and investors regarding business performance and strategies[159] - The company has established multiple communication channels with shareholders, including quarterly, interim, and annual reports, as well as annual general meetings for direct engagement[160]

Financial Performance - For the fiscal year ending December 31, 2023, the company reported total revenue of RMB 564,985,000, an increase of 4.5% compared to RMB 62,119,000 in 2022[5] - Gross profit for the same period was RMB 47,645,000, representing a significant increase of 30.7% from RMB 36,460,000 in the previous year[5] - The company achieved a profit before tax of RMB 11,461,000, a substantial increase from RMB 887,000 in 2022, marking a growth of 1,292%[5] - Net profit for the year was RMB 10,220,000, compared to a loss of RMB 598,000 in the previous year, indicating a turnaround in profitability[5] - Basic and diluted earnings per share were RMB 1.28, a significant improvement from a loss per share of RMB 0.07 in 2022[5] - The total comprehensive income for the year ended December 31, 2023, was RMB 10,306,000, which includes a profit of RMB 10,220,000[12] - The company reported a loss of RMB 598,000 for the previous year, indicating a turnaround in performance[12] - The company's retained earnings increased to RMB 113,738,000 as of December 31, 2023, up from RMB 105,363,000 the previous year, reflecting a growth of approximately 8%[12] - The total equity as of December 31, 2023, was RMB 266,820,000, compared to RMB 260,104,000 at the beginning of the year, representing an increase of about 2.6%[12] - The company recognized a foreign exchange gain of RMB 2,977,000 in the current year, contributing positively to the overall income[12] Assets and Liabilities - Total assets as of December 31, 2023, amounted to RMB 305,541,000, up from RMB 279,056,000 in 2022, reflecting a growth of 9.5%[9] - The company's non-current assets increased to RMB 191,140,000 from RMB 170,366,000, representing a growth of 12.1%[9] - Current liabilities decreased significantly to RMB 25,656,000 from RMB 51,779,000, a reduction of 50.5%[9] - The company reported cash and cash equivalents of RMB 41,870,000, down from RMB 73,367,000 in the previous year, indicating a decrease of 43%[9] - The group's total liabilities decreased to RMB 64,377,000 in 2023 from RMB 74,564,000 in 2022, indicating a reduction of 13.7%[20] Revenue Breakdown - In 2023, total revenue from wine production was RMB 64,985,000, an increase from RMB 62,119,000 in 2022, representing a growth of 4.5%[20] - Revenue from mainland China accounted for RMB 63,861,000 in 2023, up from RMB 61,669,000 in 2022, marking a growth of 3.5%[23] - Revenue from sales of goods for 2023 reached RMB 12,517,000, compared to RMB 4,852,000 in 2022, representing a significant increase[28] - Major customer 1 generated revenue of RMB 13,611,000 in 2023, compared to RMB 13,263,000 in 2022, showing a growth of 2.6%[24] Cost and Expenses - Sales cost decreased from RMB 25.7 million in FY2022 to RMB 17.3 million in FY2023, a reduction of RMB 8.3 million or 32.4%[50] - Overall gross profit increased by RMB 11.1 million or 30.7% from RMB 36.5 million in FY2022 to RMB 47.6 million in FY2023, with gross margin rising from 58.7% to 73.3%[51] - Selling and distribution expenses decreased by RMB 1.1 million or 7.8% to RMB 12.4 million in FY2023[53] - Administrative expenses increased by RMB 0.8 million or 3.6% to RMB 24.4 million in FY2023[54] - The group's profit before tax for 2023 was impacted by a cost of sold inventory amounting to RMB 6,635,000, down from RMB 10,359,000 in 2022, indicating a reduction of approximately 36%[30] Market and Growth Strategy - The company plans to continue expanding its market presence and investing in new product development to drive future growth[3] - The domestic restaurant market gradually recovered in 2023, driving an increase in national wine sales, with the company strengthening its high-end wine strategy and improving cost control, resulting in a turnaround from loss to profit[45] - The company anticipates stable recovery growth in overall consumption due to domestic economic activities post-pandemic, with confidence in achieving higher growth than pre-pandemic levels[47] - The company plans to enhance brand promotion and diversify sales channels, including increased marketing on social media platforms to improve market share and brand value[45] Investments and Acquisitions - The company has acquired a wine and liquor factory in Fujian Province as part of its product repositioning and diversification plan[69] - The company signed contracts for interior renovation projects for its restaurant and hotel, with a total contract amount of approximately RMB 4,053,000 (including VAT) for the second floor and RMB 6,144,000 (including VAT) for the first floor[68][69] Compliance and Audit - The audit committee has reviewed the annual performance for the fiscal year 2023 and confirmed compliance with applicable accounting standards and regulations[79] - The financial statements for the fiscal year 2023 have been approved by Ernst & Young, ensuring consistency with the draft financial statements[80]

Financial Performance - For the nine months ended September 30, 2023, total revenue was RMB 48,556,000, a decrease of 6.9% compared to RMB 51,957,000 for the same period in 2022[10] - Gross profit for the nine months ended September 30, 2023, was RMB 35,594,000, representing an increase of 12.6% from RMB 31,606,000 in the previous year[10] - The net profit for the three months ended September 30, 2023, was RMB 4,823,000, a decrease of 5.3% compared to RMB 5,090,000 for the same period in 2022[12] - The basic and diluted earnings per share for the nine months ended September 30, 2023, was RMB 0.60, compared to RMB 0.64 for the same period in 2022[10] - Revenue from mainland China was RMB 47,497,000, down 7.3% from RMB 51,449,000 in the previous year[19] - The company reported a net profit of RMB 4,823,000 for the nine months ended September 30, 2023, compared to RMB 5,090,000 for the same period in 2022, reflecting a decrease of 5.3%[18] - The total comprehensive income for the nine months ended September 30, 2023, was RMB 5,037,000, down from RMB 5,636,000 in the previous year[12] - The total comprehensive income for the period was RMB 5,037,000, compared to RMB 5,636,000 for the same period in 2022, indicating a decrease of 10.6%[18] Expenses - The company reported a financing cost of RMB 867,000 for the nine months ended September 30, 2023, significantly higher than RMB 112,000 in the previous year[10] - Sales and distribution expenses increased to RMB 10,539,000 for the nine months ended September 30, 2023, compared to RMB 8,688,000 in the same period of 2022[10] - Administrative expenses rose to RMB 18,208,000 for the nine months ended September 30, 2023, from RMB 15,417,000 in the previous year[10] - Selling and distribution expenses rose by RMB 1.8 million or 21.3% to RMB 10.5 million in Q3 2023, attributed to increased marketing activities[48] - Administrative expenses increased by RMB 2.8 million or 18.1% to RMB 18.2 million in Q3 2023, mainly due to general administrative costs related to the construction of distilleries[49] Taxation - The total tax expense for the nine months ended September 30, 2023, was RMB 2,320,000, representing an effective tax rate of 23.2%[26] - The total tax expense for the three months ended September 30, 2023, was RMB (459,000), with an effective tax rate of 32.5%[26] - The weighted average applicable tax rate for the nine months ended September 30, 2023, was 28.4%[26] - The deferred tax expense for the nine months ended September 30, 2023, was RMB 1,310,000, compared to RMB 581,000 for the same period in 2022[24] - Income tax expenses decreased by RMB 0.8 million or 25.9% to RMB 2.3 million in Q3 2023, due to a reduction in pre-tax profits from the Chinese subsidiary[52] Share Options and Equity - The company confirmed an expense of RMB 199,000 (approximately HKD 220,000) related to the share option plan for the nine months ended September 30, 2023[39] - As of September 30, 2023, there were 12,400,000 unexercised share options, which could lead to the issuance of an additional 12,400,000 ordinary shares if fully exercised[39] - The total number of share options granted and not exercised under the share option scheme was 13,000,000 shares, representing approximately 1.62% of the issued shares[64] - The total number of shares available for issuance under the share option scheme is 67,000,000 shares, accounting for about 8.37% of the issued shares as of September 30, 2023[64] - The company has a share option plan that allows for the issuance of options not exceeding 10% of the total issued shares at the time of the plan's adoption, which equates to 80,000,000 shares[61] Corporate Governance - The audit committee reviewed the unaudited consolidated financial performance for the nine months ended September 30, 2023, and found it compliant with applicable accounting standards and GEM listing rules[79] - The company has adopted a code of conduct for directors' securities transactions, confirming compliance by all directors for the nine months ended September 30, 2023[72] - The company is committed to maintaining high standards of corporate governance to protect shareholder interests and enhance corporate value[75] - The chairman and CEO roles are held by the same individual, Chen Fang, which the board believes is appropriate for the company's interests[76] - The audit committee consists of two independent non-executive directors and one non-executive director, with Lin Liangyou serving as the chairman[77] Market Strategy and Operations - The company is focused on expanding its market presence and enhancing product offerings to drive future growth[9] - The company has completed preparations for the whiskey and gin facilities acquired in 2019, with whiskey production having commenced in April 2023[42] - The company obtained a production license for gin in September 2023, preparing to launch it in the market[42] - The company aims to maintain high-quality wine production while actively developing its spirits business to expand its customer base and sales channels[43] - The company anticipates recording sales revenue from gin and whiskey starting in Q1 2024[50] Other Financial Metrics - The company’s total equity as of September 30, 2023, was RMB 261,507,000, up from RMB 260,104,000 at the beginning of the year[14] - The company’s cash and cash equivalents increased to RMB 108,456,000 as of September 30, 2023, compared to RMB 105,363,000 at the same time last year[14] - The company reported a loss attributable to the owners of RMB 577,000 for the three months ended September 30, 2023, compared to a profit of RMB 4,254,000 for the same period in 2022[29] - The company had no issued potential diluted ordinary shares during the periods ended September 30, 2023, and 2022[29] - The company did not declare any dividends for the nine months ended September 30, 2023, consistent with the previous year[31]

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不 負責，對其準確性或完整性亦不發表任何聲明，並明確表示概不對因本公告全 部或任何部分內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 Grace Wine Holdings Limited 怡園酒業控股有限公司 （於開曼群島註冊成立的有限公司） （股份代號：8146） 截 至 二 零 二 三 年 九 月 三 十 日 止 九 個 月 的 第 三 季 度 業 績 香港聯合交易所有限公司（「聯交所」）GEM的特色 GEM的定位，乃為較其他於聯交所上市的公司可能帶有更高投資風險的中小 型公司提供一個上市市場。有意投資者應了解投資於該等公司的潛在風險，並 應經過審慎周詳考慮後方作出投資決定。 鑒於在GEM上市的公司一般為中小型公司，於GEM買賣的證券可能會較於聯 交所主板買賣的證券承受較高的市場波動風險，同時無法保證於GEM買賣的 證券將會存在高流通性市場。 本公告乃遵照聯交所GEM證券上市規則（「GEM上市規則」）而刊載，旨在提供有 關怡園酒業控股有限公司（「怡園酒業」或「本公司」，連同其附屬公司統稱為「本 ...

Financial Performance - The company's revenue for the first half of 2023 reached RMB 365 million, representing a significant increase of 29% compared to the same period in 2022[8]. - Revenue for the six months ended June 30, 2023, was RMB 36,471,000, an increase of 29.3% compared to RMB 28,184,000 for the same period in 2022[13]. - The company reported a profit before tax of RMB 8,179,000 for the six months ended June 30, 2023, compared to a profit of RMB 1,690,000 in the same period last year[13]. - Net profit for the six months ended June 30, 2023, was RMB 5,400,000, a significant increase from RMB 836,000 in 2022[15]. - The total comprehensive income for the six months ended June 30, 2023, was RMB 5,577,000, compared to RMB 1,318,000 in the same period of 2022[15]. - The adjusted profit before tax for the total operations was RMB 8,179 thousand, compared to RMB 1,690 thousand in the previous year, indicating a significant improvement in profitability[27]. - The group reported a profit before tax of RMB 10,319,000 for the six months ended June 30, 2023, compared to a loss of RMB 2,140,000 in the same period of 2022[41]. - For the six months ended June 30, 2023, the company reported a profit attributable to owners of RMB 5,400,000, compared to a profit of RMB 836,000 for the same period in 2022, indicating a significant increase in profitability[45]. Sales and Market Trends - High-end wine sales surged by 81% and 88% respectively compared to the same period last year, although the overall sales volume showed a decline in the second quarter[8]. - The company aims to improve consumer promotion strategies in response to declining wine consumption trends in China over the past 12 years[8]. - The third quarter sales performance is expected to provide valuable insights into the overall sales outlook for the remainder of the year[8]. - Revenue from wine production for the six months ended June 30, 2023, was RMB 36,471 thousand, an increase of 29.5% from RMB 28,184 thousand in 2022[27]. - Revenue from mainland China reached RMB 35,842,000, up 29.2% from RMB 27,747,000 in the previous year[32]. - The average selling price per bottle rose from RMB 66.9 in the first half of 2022 to RMB 101.4 in the first half of 2023[87]. - The wine production in China from January to May 2023 was 51,000 kiloliters, a decrease of 22.7% year-on-year[80]. - The group anticipates a recovery in the wine market as international travel restrictions ease and the overall quality of Chinese wine improves[80]. Product Development and Expansion - The company successfully distilled whiskey in April 2023, with the first batch currently maturing in barrels, and plans to launch its first whiskey in 2026[9]. - The gin product is ready for launch pending production licensing in September 2023, with a public opening of the distillery expected in October 2023[9]. - The company plans to continue expanding its market presence and investing in new product development to drive future growth[20]. - The company completed the construction of its gin and whiskey distillery, which is set to begin production in the second half of 2023, expanding its business into the spirits sector[84]. Financial Position and Assets - Non-current assets as of June 30, 2023, totaled RMB 168,895,000, slightly down from RMB 170,366,000 as of December 31, 2022[17]. - Current assets decreased to RMB 145,199,000 as of June 30, 2023, from RMB 160,469,000 at the end of 2022[17]. - The company’s total liabilities decreased to RMB 29,382,000 as of June 30, 2023, from RMB 51,779,000 at the end of 2022[17]. - The company’s equity increased to RMB 262,001,000 as of June 30, 2023, compared to RMB 256,271,000 at the end of 2022[18]. - The total assets of the group as of June 30, 2023, amounted to RMB 330,835,000, an increase from RMB 314,094,000 as of December 31, 2022[29]. - The total liabilities increased to RMB 74,564,000 as of June 30, 2023, compared to RMB 52,093,000 at the end of the previous year[29]. Cash Flow and Financing - Operating cash flow for the six months ended June 30, 2023, was a net outflow of RMB 13,598 thousand, compared to a net outflow of RMB 1,235 thousand for the same period in 2022[21]. - Total cash flow used in investing activities was RMB 3,776 thousand, significantly reduced from RMB 21,183 thousand in the previous year[21]. - Financing activities generated a net cash inflow of RMB 1,738 thousand, down from RMB 25,039 thousand in the prior year, primarily due to a decrease in new bank loans from RMB 25,320 thousand to RMB 11,000 thousand[21]. - Cash and cash equivalents decreased by RMB 15,636 thousand, compared to an increase of RMB 2,621 thousand in the same period last year[21]. - Cash and cash equivalents at the end of the period were RMB 57,590 thousand, down from RMB 70,775 thousand at the end of June 2022[21]. - Cash and cash equivalents decreased by 21.5% to RMB 57.6 million as of June 30, 2023, from RMB 73.4 million at the end of 2022[96]. Corporate Governance and Compliance - The audit committee reviewed the unaudited consolidated financial performance for the six months ended June 30, 2023, and confirmed compliance with applicable accounting standards and GEM listing rules[133]. - The company has adopted a code of conduct for securities trading by directors, confirming compliance by all directors for the six months ended June 30, 2023[128]. - The company maintains high standards of corporate governance to protect shareholder interests and enhance corporate value[130]. - The roles of the chairman and CEO are held by the same individual, which the board believes is appropriate for the company's interests[131]. - The audit committee consists of two independent non-executive directors and one non-executive director, ensuring oversight of financial reporting and risk management[133]. Employee and Management Information - The employee count increased to 182 as of June 30, 2023, compared to 176 on December 31, 2022, with total employee costs amounting to RMB 6.2 million in the first half of 2023, up from RMB 5.9 million in the same period of 2022[103]. - The total compensation for key management personnel was RMB 1,040,000, an increase of 19.4% compared to RMB 871,000 in the previous year[74]. Share Options and Capital Commitments - The company has a stock option plan effective from June 1, 2018, with a maximum issuance of stock options not exceeding 10% of the total shares issued as of June 27, 2018[57]. - The total number of unexercised stock options as of the reporting date is 12,400,000, which could lead to the issuance of an additional 12,400,000 ordinary shares if fully exercised[68]. - The company has capital commitments of RMB 5,014,000 as of June 30, 2023, compared to RMB 4,421,000 as of December 31, 2022[69]. - The total number of shares available for issuance under the share option scheme is 67,000,000 shares, representing approximately 8.37% of the issued shares[123].

Financial Performance - Revenue for the first quarter of 2023 reached RMB 25,369,000, a significant increase of 61.2% compared to RMB 15,736,000 in the same period of 2022[12] - Gross profit for the first quarter was RMB 17,790,000, representing a gross margin of 70% compared to 58.7% in the previous year[12] - Profit before tax increased to RMB 9,439,000, up from RMB 2,463,000, marking a growth of 283.5% year-over-year[12] - Net profit attributable to the company's owners for the quarter was RMB 6,763,000, compared to RMB 1,789,000 in the same quarter last year, reflecting a growth of 276.5%[12] - Basic and diluted earnings per share for the first quarter were RMB 0.84, compared to RMB 0.22 in the previous year, indicating a substantial increase[12] - Total comprehensive income for the period was RMB 6,723,000, significantly higher than RMB 1,660,000 in the same quarter of 2022[14] - The company reported a net profit of RMB 6,763,000 for the period, compared to RMB 1,789,000 in the previous year, representing a significant increase of 277.5%[19] - Total comprehensive income for the period was RMB 6,723,000, compared to RMB 1,660,000 in the same period last year, marking an increase of 304.5%[19] - The net profit for the first quarter of 2023 was RMB 68 million, compared to RMB 18 million in the first quarter of 2022[40] Expenses and Costs - The company reported a financing cost of RMB 294,000, which increased from RMB 12,000 in the previous year, indicating higher borrowing costs[12] - Sales and distribution expenses rose to RMB 2,889,000 from RMB 2,289,000, reflecting increased marketing efforts[12] - Administrative expenses increased to RMB 5,474,000 from RMB 4,934,000, indicating higher operational costs[12] - Income tax expense for the first quarter of 2023 was RMB 27.6 million, a significant increase of RMB 20 million or 297.0% from RMB 6.7 million in the first quarter of 2022[39] Market Performance - Revenue from the mainland China market reached RMB 25,312,000, up from RMB 15,340,000, indicating a growth of 64.9%[20] - The total sales volume for the first quarter of 2023 was 226,000 bottles, slightly up from 222,000 bottles in the first quarter of 2022[31] - The average selling price per bottle increased from RMB 71.0 in the first quarter of 2022 to RMB 112.3 in the first quarter of 2023, attributed to a higher proportion of premium wine sales[31] Shareholder Information - As of March 31, 2023, the company's major shareholder Macmillan Equity holds 411,350,000 shares, representing 51.38% of the total shares[46] - Palgrave Enterprises owns 173,180,000 shares, accounting for 21.63% of the total shares[46] - As of March 31, 2023, the beneficial owner Chen Fang holds 411,350,000 shares through Macmillan Equity, which she fully owns[43] Stock Option Plan - The company has a stock option plan that allows for the issuance of up to 80,000,000 shares, which is 10% of the total shares issued as of June 27, 2018[48] - As of March 31, 2023, a total of 13,000,000 stock options have been granted and not exercised, representing approximately 1.62% of the total shares issued[51] - The total number of shares available for issuance under the stock option plan is 67,000,000, which is about 8.37% of the total shares issued as of March 31, 2023[51] - The company’s stock option plan requires participants to pay HKD 1.00 for the grant of stock options[51] - As of March 31, 2023, the total number of stock options granted was 1,400,000 for employees and 8,000,000 for the director Chen Fang, with exercise prices of HKD 0.186 and HKD 0.186 respectively[53][54] - The stock options granted in 2022 totaled 3,000,000 with an exercise price of HKD 0.17, valid until May 16, 2032[53][54] - The maximum percentage of exercisable stock options is 30% for the periods from May 17, 2022, to May 16, 2031, and from May 17, 2023, to May 16, 2031, and 40% from May 17, 2024, to May 16, 2031[54] Corporate Governance - The company has adhered to all applicable provisions of the corporate governance code as outlined in the GEM Listing Rules during the three months ended March 31, 2023[62] - The audit committee has been established and consists of two independent non-executive directors and one non-executive director, ensuring compliance with GEM listing rules[65] - The audit committee reviewed the unaudited consolidated financial performance for the three months ending March 31, 2023, confirming compliance with applicable accounting standards and GEM listing regulations[65] - The board of directors includes both executive and non-executive members, ensuring a diverse governance structure[66] - Chen Fang holds both the positions of Chairperson and CEO, which the board believes is suitable for the company's overall interests[63] - The company is committed to maintaining high standards of corporate governance to protect shareholder interests and enhance corporate value[62] Other Information - The company received government subsidies totaling RMB 95,000, down from RMB 331,000 in the previous year, reflecting a decrease of 71.3%[19] - The company has not disclosed any other significant interests or holdings by directors or senior management as of March 31, 2023[47] - There were no interests or potential conflicts of interest reported by directors or major shareholders in any competing businesses as of March 31, 2023[57] - The company did not purchase, sell, or redeem any of its listed securities during the three months ended March 31, 2023[61]