[Corporate Information](index=3&type=section&id=Corporate%20Information) This section provides an overview of the company's board, committee structures, and other essential corporate details [Board of Directors](index=4&type=section&id=Board%20of%20Directors) The Board of Directors experienced changes in executive and independent non-executive members due to new appointments and resignations - Executive Directors include Mr. Liao Chun Fai (Chairman), Mr. Tian Jiabai (Chief Executive Officer), Mr. Su Dawen, Mr. Li Aiming (appointed on May 10, 2023), and Mr. Wu Zhuofan (resigned on March 13, 2024)[12](index=12&type=chunk) - Independent Non-executive Directors include Mr. Yi Tinghui, Mr. Zhang Min, Ms. Yuan Huimin (resigned on July 19, 2023), and Ms. Shao Yuming (appointed on March 26, 2024)[12](index=12&type=chunk) [Committee Composition](index=4&type=section&id=Committee%20Composition) The company's committees adjusted membership due to director changes during the reporting period - The Chairman of the Audit Committee changed from Ms. Yuan Huimin (resigned) to Ms. Shao Yuming (appointed)[13](index=13&type=chunk)[14](index=14&type=chunk) - Members of the Nomination Committee and Remuneration Committee were also adjusted due to Ms. Yuan Huimin's resignation and Ms. Shao Yuming's appointment[13](index=13&type=chunk)[14](index=14&type=chunk)[15](index=15&type=chunk) [Other Corporate Information](index=4&type=section&id=Other%20Corporate%20Information) The company discloses essential information such as its auditor, offices, share registrar, and GEM stock code - The auditor is Huarong (Hong Kong) Certified Public Accountants Limited[16](index=16&type=chunk) - The company's GEM stock code is **8166**, and its website is www.chinaeco-farming.com[17](index=17&type=chunk)[18](index=18&type=chunk) [Profile of the Directors](index=6&type=section&id=Profile%20of%20the%20Directors) This section outlines the professional backgrounds, education, and experience of the company's directors [Executive Directors](index=6&type=section&id=Executive%20Directors) This section details the backgrounds, experience, and tenure of the company's executive directors - Mr. Liao Chun Fai (Chairman), **36 years old**, possesses over **10 years** of legal, financial, and management experience, joining the Group in February 2022[20](index=20&type=chunk)[22](index=22&type=chunk) - Mr. Tian Jiabai (Chief Executive Officer), **47 years old**, holds a Bachelor of Business Administration from Oxford Brookes University, UK, with over **10 years** of management experience in Hong Kong listed companies, joining the Group in February 2022[21](index=21&type=chunk)[23](index=23&type=chunk) - Mr. Su Dawen, **39 years old**, holds a Bachelor of Science in Surveying from The Hong Kong Polytechnic University, with extensive experience in China and Hong Kong investments, joining the Group in January 2014[25](index=25&type=chunk)[29](index=29&type=chunk) - Mr. Li Aiming, **51 years old**, has over **21 years** of experience in corporate strategic planning, sales planning, and business management, joining the Group in May 2023[26](index=26&type=chunk)[27](index=27&type=chunk)[29](index=29&type=chunk) [Independent Non-executive Directors](index=7&type=section&id=Independent%20Non-executive%20Directors) This section introduces independent non-executive directors, highlighting their professional backgrounds and committee roles - Mr. Yi Tinghui, **40 years old**, is a practicing solicitor in Hong Kong specializing in corporate finance, joining the Group in September 2014[28](index=28&type=chunk)[30](index=30&type=chunk) - Mr. Zhang Min, **66 years old**, holds a Bachelor of Philosophy from Beijing Normal University and a Master of Laws from Renmin University of China, with over **20 years** of banking experience, joining the Group in March 2015[33](index=33&type=chunk)[34](index=34&type=chunk)[35](index=35&type=chunk)[38](index=38&type=chunk)[39](index=39&type=chunk) - Ms. Shao Yuming, **30 years old**, is a Certified Information Systems Auditor and practicing accountant with over **five years** of audit experience, appointed on March 26, 2024[36](index=36&type=chunk)[37](index=37&type=chunk)[39](index=39&type=chunk)[40](index=40&type=chunk) [Management Discussion and Analysis](index=9&type=section&id=Management%20Discussion%20and%20Analysis) This section provides an in-depth review of the Group's business operations, financial performance, and future outlook [Business Overview](index=9&type=section&id=Business%20Overview) The Group's 2023 fiscal year saw significant revenue growth and a substantial reduction in loss, driven by its diverse business segments | Indicator | 2023 (HKD thousands) | 2022 (HKD thousands) | Year-on-year Change | Reference Chunk | | :--- | :--- | :--- | :--- | :--- | | Revenue | 48,952 | 26,134 | Increased by 87.3% | [42, 46] | | Loss attributable to owners of the Company | (20,560) | (62,359) | Loss narrowed | [42, 46] | | Basic loss per share | 15.82 HK cents | 51.52 HK cents | Loss narrowed | [42, 46] | [Property Investment](index=9&type=section&id=Property%20Investment) The property investment business generated no revenue in fiscal year 2023, as the Group no longer holds investment properties in Hong Kong and China | Indicator | 2023 (HKD thousands) | 2022 (HKD thousands) | Year-on-year Change | Reference Chunk | | :--- | :--- | :--- | :--- | :--- | | Revenue | 0 | 0 | No change | [43, 47] | | Value of investment properties held | 0 | 9,780 | Decreased by 100% | [43, 47] | [One-stop Value Chain Services](index=9&type=section&id=One-stop%20Value%20Chain%20Services) One-stop value chain services generated zero revenue in fiscal year 2023, representing a 100% decrease from the previous year | Indicator | 2023 (HKD thousands) | 2022 (HKD thousands) | Year-on-year Change | Reference Chunk | | :--- | :--- | :--- | :--- | :--- | | Revenue | 0 | 2,198 | Decreased by 100% | [44, 48] | [Distribution Business](index=9&type=section&id=Distribution%20Business) The distribution business achieved significant growth in fiscal year 2023, with revenue increasing by 96.3%, driven by increased eco-bag orders and an expanded food and beverage customer base | Indicator | 2023 (HKD thousands) | 2022 (HKD thousands) | Year-on-year Change | Reference Chunk | | :--- | :--- | :--- | :--- | :--- | | Revenue | 46,350 | 23,613 | Increased by 96.3% | [45, 49] | - Revenue from the eco-bag business increased due to higher customer order volumes[53](index=53&type=chunk)[58](index=58&type=chunk) - Revenue from the food and beverage business increased, primarily due to the directors' continuous efforts to expand the customer base and secure more orders from food and catering suppliers[53](index=53&type=chunk)[58](index=58&type=chunk) [Provision of Money Lending Services](index=10&type=section&id=Provision%20of%20Money%20Lending%20Services) Revenue from money lending services surged by 705.6%, primarily due to the commencement of loan business in China, with the Group implementing strict controls and impairment assessments | Indicator | 2023 (HKD thousands) | 2022 (HKD thousands) | Year-on-year Change | Reference Chunk | | :--- | :--- | :--- | :--- | :--- | | Revenue | 2,602 | 323 | Increased by 705.6% | [54, 59] | - In 2023, unsecured loans totaling **RMB 12.4 million** were granted to three individuals in China, with an annual interest rate of **5%** and a 12-month term[56](index=56&type=chunk)[60](index=60&type=chunk) China Loan Details (December 31, 2023) | Borrower | Principal (RMB) | Credit Loss Provision (RMB) | Net Amount (RMB) | | :--- | :--- | :--- | :--- | | Individual 1 | 3,900,000 | 1,371,000 | 2,529,000 | | Individual 2 | 3,000,000 | 1,055,000 | 1,945,000 | | Individual 3 | 5,510,000 | 1,933,000 | 3,577,000 | | **Total** | **12,410,000** | **4,359,000** | **8,051,000** | - Impairment losses on loans receivable in Hong Kong and China of approximately **HKD 7.0 million** were recognized in 2023, a decrease from **HKD 16.9 million** in 2022, mainly due to a reduction in outstanding principal[67](index=67&type=chunk)[68](index=68&type=chunk) - The Group conducts credit assessments before granting loans, considering potential clients' backgrounds, credit history, and bank records, and plans to only grant secured/guaranteed loans to independent third parties in the future[70](index=70&type=chunk)[71](index=71&type=chunk)[72](index=72&type=chunk)[74](index=74&type=chunk)[75](index=75&type=chunk) [Provision of Financial Services](index=14&type=section&id=Provision%20of%20Financial%20Services) Financial advisory services generated no revenue in fiscal year 2023 due to unfavorable market conditions - Financial advisory services generated **zero revenue** in fiscal year 2023[81](index=81&type=chunk)[85](index=85&type=chunk) [Securities Investments](index=14&type=section&id=Securities%20Investments) As of December 31, 2023, the Group's total securities investments significantly decreased, reducing their proportion of total assets, with the company's investment strategy focused on capital appreciation and risk diversification Securities Investment Status | Indicator | 2023 (HKD thousands) | 2022 (HKD thousands) | % of Total Assets (2023) | % of Total Assets (2022) | Reference Chunk | | :--- | :--- | :--- | :--- | :--- | :--- | | Total securities investments | 473 | 6,240 | 0.38% | 3.85% | [82, 86] | - The investment strategy aims to invest in securities with growth potential to achieve capital appreciation and diversify portfolio risk[83](index=83&type=chunk)[86](index=86&type=chunk) [Environmental Policies and Performance](index=15&type=section&id=Environmental%20Policies%20and%20Performance) The Group is committed to environmental protection by reducing waste and pollution, efficiently utilizing resources, and regularly reminding employees of environmental policies - The Board acknowledges environmental responsibilities, and the Group is committed to reducing waste and pollution and efficiently utilizing office resources[88](index=88&type=chunk)[91](index=91&type=chunk) [Compliance with Relevant Laws and Regulations](index=15&type=section&id=Compliance%20with%20Relevant%20Laws%20and%20Regulations) The Group strives to comply with all legal and regulatory requirements, including human resources, anti-bribery, GEM Listing Rules, and Securities and Futures Ordinance, with no significant violations found during the reporting period - The Group complies with labor regulations such as the Employment Ordinance, Personal Data (Privacy) Ordinance, and Minimum Wage Ordinance, and has established anti-bribery guidelines[89](index=89&type=chunk)[92](index=92&type=chunk) - The Group continuously complies with the disclosure requirements and corporate governance provisions of the GEM Listing Rules and the Securities and Futures Ordinance[89](index=89&type=chunk)[92](index=92&type=chunk) - No significant breaches or non-compliance with applicable laws and rules occurred in fiscal year 2023[89](index=89&type=chunk)[92](index=92&type=chunk) [Financial Review](index=16&type=section&id=Financial%20Review) In fiscal year 2023, the Group achieved substantial revenue growth and significantly narrowed its loss, though the gearing ratio slightly increased, as it pursued asset disposals, business optimization, and financing to improve its financial position Key Financial Data for Fiscal Year 2023 | Indicator | 2023 (HKD thousands) | 2022 (HKD thousands) | Year-on-year Change | Reference Chunk | | :--- | :--- | :--- | :--- | :--- | | Revenue | 48,952 | 26,134 | Increased by 87.3% | [96, 101] | | Cost of sales | 40,999 | 30,328 | Increased by 35.2% | [96, 101] | | Administrative expenses | 17,770 | 47,516 | Decreased by 62.6% | [97, 101] | | Finance costs | 2,962 | 4,272 | Decreased by 30.7% | [98, 101] | | Loss attributable to owners of the Company | 20,560 | 62,359 | Loss narrowed | [99, 101] | | Basic loss per share | 15.82 HK cents | 51.52 HK cents | Loss narrowed | [99, 101] | [Liquidity and Financial Resources](index=16&type=section&id=Liquidity%20and%20Financial%20Resources) The Group primarily funds its operations through internal resources and borrowings, with increased bank balances and cash as of December 31, 2023, despite a high net current liability Liquidity Position | Indicator | 2023 (HKD thousands) | 2022 (HKD thousands) | Year-on-year Change | Reference Chunk | | :--- | :--- | :--- | :--- | :--- | | Bank balances and cash | 1,616 | 1,161 | Increased by 39.2% | [100, 102] | | Net assets | 50,318 | 71,934 | Decreased by 30.1% | [100, 102] | | Net current liabilities | 33,367 | 63,788 | Decreased by 47.7% | [100, 102] | [Gearing Ratio](index=17&type=section&id=Gearing%20Ratio) As of December 31, 2023, the Group's total liabilities and total assets decreased, resulting in a slight increase in the gearing ratio Gearing Ratio | Indicator | 2023 (HKD thousands) | 2022 (HKD thousands) | Year-on-year Change | Reference Chunk | | :--- | :--- | :--- | :--- | :--- | | Total liabilities | 73,464 | 90,161 | Decreased by 18.5% | [103, 108] | | Total assets | 123,782 | 162,095 | Decreased by 23.6% | [104, 108] | | Gearing ratio | 0.59 | 0.56 | Increased by 0.03 | [104, 108] | [Employees and Remuneration Policies](index=17&type=section&id=Employees%20and%20Remuneration%20Policies) As of December 31, 2023, the Group's full-time employee count increased, while total staff costs decreased, with remuneration policies based on individual performance and expertise, potentially including share options Employees and Remuneration | Indicator | 2023 | 2022 | Year-on-year Change | Reference Chunk | | :--- | :--- | :--- | :--- | :--- | | Total full-time employees | 34 | 21 | Increased by 61.9% | [106, 110] | | Total staff costs | HKD 7,688 thousands | HKD 12,798 thousands | Decreased by 39.9% | [106, 110] | [Capital Structure](index=17&type=section&id=Capital%20Structure) As of December 31, 2023, the company's issued ordinary share capital remained unchanged - The issued ordinary share capital is **HKD 1,300,017.31**, divided into **130,001,731 shares** of **HKD 0.01** par value each[107](index=107&type=chunk)[111](index=111&type=chunk) [Significant Investments, Acquisitions and Disposal of Investment Properties](index=18&type=section&id=Significant%20Investments%2C%20Acquisitions%20and%20Disposal%20of%20Investment%20Properties) In fiscal year 2023, the Group completed an additional acquisition of property interests in Shenzhen and disposed of several subsidiaries and an investment property to optimize its asset structure - Completed the acquisition of **50% equity interest** in Delightful Hope Limited, making it an indirect wholly-owned subsidiary[113](index=113&type=chunk)[116](index=116&type=chunk) - Disposed of the entire equity interest in China Eco-Farming Financial Group Limited, King Health International Holdings Limited, Ming Pang Limited, and King Noble Holdings Limited[114](index=114&type=chunk)[115](index=115&type=chunk)[118](index=118&type=chunk)[119](index=119&type=chunk)[117](index=117&type=chunk)[123](index=123&type=chunk) - An investment property in Hong Kong was compulsorily sold due to mortgage repayment default, with proceeds used to offset the adjudicated amount[120](index=120&type=chunk)[121](index=121&type=chunk)[122](index=122&type=chunk)[124](index=124&type=chunk) - Disposed of certain properties in Fuyu Zhonghe Xin Nong Market Property Co., Ltd. in China for a total consideration of **RMB 7,750,000**[128](index=128&type=chunk)[131](index=131&type=chunk) [Litigation](index=20&type=section&id=Litigation) Shenzhen Shengshi Fuqiang Technology Co., Ltd., a non-wholly owned subsidiary, is involved in an asset loss claim and counterclaim lawsuit, with the appellate court upholding the liability of both the plaintiff and Shengshi Fuqiang - Shengshi Fuqiang was claimed for approximately **RMB 1,964,000** in asset losses and counterclaimed for approximately **RMB 980,000** in unpaid rent and delayed vacant possession[129](index=129&type=chunk)[132](index=132&type=chunk) - The appellate court dismissed the appeal, upholding the judgment that the plaintiff must pay Shengshi Fuqiang **RMB 596,000**, and Shengshi Fuqiang must pay the plaintiff **RMB 594,000**[129](index=129&type=chunk)[132](index=132&type=chunk) [Charges on Group's Assets](index=21&type=section&id=Charges%20on%20Group%27s%20Assets) As of December 31, 2023, both the Group's listed equity investments and unlisted investments were pledged to secure loans - Approximately **HKD 137,000** of Hong Kong listed equity investments were pledged to a financial institution to secure margin loans of approximately **HKD 2,065,000**[134](index=134&type=chunk)[140](index=140&type=chunk) - Unlisted investments classified as at fair value through other comprehensive income were pledged to a Chinese company to secure a three-year loan of **RMB 4,550,000** granted to a private company[135](index=135&type=chunk)[140](index=140&type=chunk) [Contingent Liabilities and Guarantee](index=21&type=section&id=Contingent%20Liabilities%20and%20Guarantee) As of December 31, 2023, the Group's financial guarantee for King Health Group Limited was released due to the full repayment of the related term loan - In fiscal year 2023, the Group's financial guarantee for King Health Group Limited was released due to the full repayment of the term loan[136](index=136&type=chunk)[141](index=141&type=chunk) [Capital Commitments](index=21&type=section&id=Capital%20Commitments) As of December 31, 2023, the Group's capital commitments amounted to approximately HKD 55,966,000, an increase from 2022 Capital Commitments | Indicator | 2023 (HKD thousands) | 2022 (HKD thousands) | Year-on-year Change | Reference Chunk | | :--- | :--- | :--- | :--- | :--- | | Capital commitments | 55,966 | 43,202 | Increased by 29.5% | [137, 142] | [Exposure to Fluctuation in Exchange Rates](index=21&type=section&id=Exposure%20to%20Fluctuation%20in%20Exchange%20Rates) The Group's assets and liabilities are primarily denominated in HKD, RMB, USD, or NTD, and the directors believe the Group is not exposed to significant foreign exchange risk, thus no hedging measures have been implemented - The Group's assets, liabilities, and transactions are primarily denominated in HKD, RMB, USD, or NTD[138](index=138&type=chunk)[143](index=143&type=chunk) - The directors believe the Group is not exposed to significant foreign exchange risk and has not implemented hedging measures[138](index=138&type=chunk)[143](index=143&type=chunk) [Events after the Reporting Period](index=21&type=section&id=Events%20after%20the%20Reporting%20Period) As of the report date, no other significant events occurred after the year ended December 31, 2023 - As of the report date, no other significant events occurred after the year ended December 31, 2023[139](index=139&type=chunk)[144](index=144&type=chunk) [Outlook and Prospects](index=22&type=section&id=Outlook%20and%20Prospects) The Group anticipates an improved Hong Kong economy in 2024 and will continue to prudently allocate resources to optimize investment returns, focusing on existing businesses while maintaining caution towards property investment and financial services - The Hong Kong economy is expected to improve in 2024, with inbound tourism and domestic demand as key growth drivers[146](index=146&type=chunk)[149](index=149&type=chunk) - The Group will continue to prudently allocate resources across different segments to optimize investment returns[146](index=146&type=chunk)[149](index=149&type=chunk) [One-stop Value Chain Services Outlook](index=22&type=section&id=One-stop%20Value%20Chain%20Services%20Outlook) Given the impact of the Hong Kong economy on IT-related service budgets, the Group will focus on and deepen its involvement in other existing businesses, rather than the gaming industry - Due to the impact of the Hong Kong economy on IT-related service budgets, the Group will focus on and deepen its involvement in other existing businesses[147](index=147&type=chunk)[150](index=150&type=chunk) [Property Investment Outlook](index=22&type=section&id=Property%20Investment%20Outlook) The Group maintains a cautious stance on US-China tensions and global pessimism, with no plans for acquisitions in the short term after selling its investment portfolio in 2023 - The Group maintains a cautious stance on US-China tensions and global pessimism[148](index=148&type=chunk)[151](index=151&type=chunk) - After selling its investment portfolio in 2023, there are no plans for acquisitions in the short term[148](index=148&type=chunk)[151](index=151&type=chunk) [Distribution Business Outlook](index=23&type=section&id=Distribution%20Business%20Outlook) The Group will continue to seek local and overseas suppliers to expand its distribution of food and beverages, agricultural products, and consumables, and grow its customer base through online platforms - The Group will seek local and overseas suppliers to distribute food and beverages, agricultural products, and consumables[153](index=153&type=chunk)[157](index=157&type=chunk) - Food and beverage products will be distributed and marketed through corporate clients and online sales platforms such as HKTVmall and Facebook online stores[154](index=154&type=chunk)[157](index=157&type=chunk) - For agricultural products, the Group will continue to distribute sunflower meal to Chinese state-owned enterprises and negotiate corn procurement and supply[155](index=155&type=chunk)[157](index=157&type=chunk) - For consumables, the Group primarily provides eco-bags to government agencies, listed companies, educational institutions, and non-governmental organizations[156](index=156&type=chunk)[158](index=158&type=chunk) [Provision of Money Lending Services Outlook](index=24&type=section&id=Provision%20of%20Money%20Lending%20Services%20Outlook) While demand for money lending is expected to increase in the current economic climate, default risks may also rise, prompting management to enhance loan approval processes, carefully screen high-risk clients, and maintain robust credit monitoring policies - Demand for money lending from individuals or corporate clients is expected to increase, but default risks may also rise[160](index=160&type=chunk)[162](index=162&type=chunk) - Management will further enhance loan approval procedures, carefully filtering and screening high-risk clients to protect the Group's interests[160](index=160&type=chunk)[162](index=162&type=chunk) [Provision of Financial Services Outlook](index=24&type=section&id=Provision%20of%20Financial%20Services%20Outlook) The financial services business has underperformed, leading the directors to scale it down and reallocate resources to other promising business segments - The financial services business has underperformed for several years, leading the directors to scale down its operations[161](index=161&type=chunk)[163](index=163&type=chunk) - Resources have been reallocated to other businesses within the Group that are expected to have brighter prospects[161](index=161&type=chunk)[163](index=163&type=chunk) [Directors' Report](index=25&type=section&id=Directors%27%20Report) This report provides an overview of the company's principal activities, financial results, and corporate governance matters for the fiscal year [Principal Activities](index=25&type=section&id=Principal%20Activities) The company is an investment holding company, with its subsidiaries primarily engaged in one-stop value chain services, property investment, distribution, money lending, and financial services - The company is an investment holding company, and its subsidiaries' principal activities include one-stop value chain services, property investment, distribution business, provision of money lending services, and provision of financial services[166](index=166&type=chunk)[173](index=173&type=chunk) [Results and Dividends](index=25&type=section&id=Results%20and%20Dividends) The Group's fiscal year 2023 results are disclosed in the consolidated statement of profit or loss and other comprehensive income, and the directors do not recommend a final dividend - The directors do not recommend the payment of a final dividend for the year ended December 31, 2023 (2022: nil)[167](index=167&type=chunk)[174](index=174&type=chunk) [Business Review](index=25&type=section&id=Business%20Review) The discussion and analysis of the Group's principal businesses are detailed in the Management Discussion and Analysis section and form part of this Directors' Report - The discussion and analysis of the Group's principal businesses are contained in the Management Discussion and Analysis on pages 8 to 23 of this annual report, forming part of this Directors' Report[168](index=168&type=chunk)[175](index=175&type=chunk) [Financial Summary](index=25&type=section&id=Financial%20Summary) A summary of the Group's published results and assets and liabilities for the most recent five financial years is presented on page 284 of this annual report - A summary of the Group's published results and assets and liabilities for the most recent five financial years is contained on page 284 of this annual report[169](index=169&type=chunk)[176](index=176&type=chunk) [Plant and Equipment](index=25&type=section&id=Plant%20and%20Equipment) Details of changes in the Group's plant and equipment for the year ended December 31, 2023, are provided in note 16 to the consolidated financial statements - Details of changes in the Group's plant and equipment for the year ended December 31, 2023, are contained in note 16 to the consolidated financial statements[170](index=170&type=chunk)[177](index=177&type=chunk) [Major Customers and Suppliers](index=25&type=section&id=Major%20Customers%20and%20Suppliers) In fiscal year 2023, the Group's five largest customers accounted for 71.4% of turnover, and the five largest suppliers accounted for 90.0% of purchases, with no interest relationships between directors, their associates, or substantial shareholders and these parties Major Customers and Suppliers Percentage | Indicator | 2023 | 2022 | Reference Chunk | | :--- | :--- | :--- | :--- | | Top five customers' share of turnover | 71.4% | 54.3% | [171, 178] | | Top five suppliers' share of purchases | 90.0% | 60.9% | [171, 178] | - As at and for the year ended December 31, 2023, none of the directors, their associates, or any shareholder owning more than 5% of the company's issued share capital had any interest in the aforementioned customers or suppliers[171](index=171&type=chunk)[178](index=178&type=chunk) [Share Capital](index=26&type=section&id=Share%20Capital) Details of changes in the company's share capital during fiscal year 2023 are provided in note 37 to the consolidated financial statements - Details of changes in the company's share capital for the year ended December 31, 2023, are contained in note 37 to the consolidated financial statements[181](index=181&type=chunk)[187](index=187&type=chunk) [Reserves](index=26&type=section&id=Reserves) Details of changes in the Group's reserves are presented in the consolidated statement of changes in equity - Details of changes in the Group's reserves are presented in the consolidated statement of changes in equity on pages 93 to 94 of this annual report[182](index=182&type=chunk)[188](index=188&type=chunk) [Distributable Reserves](index=26&type=section&id=Distributable%20Reserves) As of December 31, 2023, the company had no reserves available for distribution as dividends to shareholders in cash or in kind - As of December 31, 2023, the company had no reserves available for distribution as dividends to its shareholders in cash or in kind[183](index=183&type=chunk)[189](index=189&type=chunk) [Annual General Meeting and Closure of Register of Members](index=26&type=section&id=Annual%20General%20Meeting%20and%20Closure%20of%20Register%20of%20Members) The date of the company's 2023 fiscal year Annual General Meeting will be determined by the Board, and notice will be published and dispatched to shareholders in due course - The date of the company's 2023 fiscal year Annual General Meeting will be determined by the Board, and notice will be published on the company's website and the HKEX website[184](index=184&type=chunk)[190](index=190&type=chunk) [Share Option Scheme](index=26&type=section&id=Share%20Option%20Scheme) The company adopted a share option scheme on May 6, 2011, to incentivize and reward eligible participants for their contributions to the Group, with 5,614,428 outstanding share options as of December 31, 2023 - The share option scheme aims to grant share options to eligible participants, as determined by the directors, as a reward or return for their contributions to the Group[186](index=186&type=chunk)[191](index=191&type=chunk) - As of December 31, 2023, the number of shares involved in outstanding share options granted and accepted under the scheme was **5,614,428**, representing approximately **4.32%** of the company's issued share capital[205](index=205&type=chunk)[207](index=207&type=chunk) - The share option scheme expired on May 5, 2021, and the total number of share options available for issue is zero[204](index=204&type=chunk)[207](index=207&type=chunk) [Directors and Directors' Service Contracts](index=29&type=section&id=Directors%20and%20Directors%27%20Service%20Contracts) During the reporting period, there were changes in the company's Board members; independent non-executive directors serve two-year terms, and executive directors serve two-year terms (Mr. Li Aiming for one year), all terminable with prior notice - Independent non-executive directors serve a two-year term, terminable with not less than three months' written notice[209](index=209&type=chunk)[214](index=214&type=chunk) - Executive directors' service agreements have an initial fixed term of two years, with Mr. Li Aiming's term being one year, terminable with not less than six months' (Mr. Li's one month) written notice[210](index=210&type=chunk)[214](index=214&type=chunk) - No director proposed for re-election has entered into a service contract with the company that is not terminable by the company within one year without payment of compensation (other than statutory compensation)[211](index=211&type=chunk)[215](index=215&type=chunk) [Independence Confirmation](index=30&type=section&id=Independence%20Confirmation) The company has received annual independence confirmations from all independent non-executive directors and considers them all to be independent - The company has received annual independence confirmations from each independent non-executive director and considers all independent non-executive directors to be independent[212](index=212&type=chunk)[216](index=216&type=chunk) [Directors' Interests in Contracts](index=30&type=section&id=Directors%27%20Interests%20in%20Contracts) As of and for the year ended December 31, 2023, neither the company nor any of its subsidiaries entered into any significant contracts in which a director had a material direct or indirect interest - As of and for the year ended December 31, 2023, neither the company nor any of its subsidiaries entered into any significant contracts in which a director had a material direct or indirect interest[213](index=213&type=chunk)[217](index=217&type=chunk) [Emoluments of Directors, Chief Executive and Five Highest Paid Individuals](index=31&type=section&id=Emoluments%20of%20Directors%2C%20Chief%20Executive%20and%20Five%20Highest%20Paid%20Individuals) Details of the emoluments of the Group's directors, chief executive, and five highest paid individuals are provided in notes 12 and 13 to the consolidated financial statements - Details of the emoluments of the Group's directors, chief executive, and five highest paid individuals are provided in notes 12 and 13 to the consolidated financial statements, respectively[218](index=218&type=chunk)[220](index=220&type=chunk) [Directors' and Chief Executive's Interests or Short Positions in the Shares, Underlying Shares and Debentures of the Company or Any Associated Corporations](index=31&type=section&id=Directors%27%20and%20Chief%20Executive%27s%20Interests%20or%20Short%20Positions%20in%20the%20Shares%2C%20Underlying%20Shares%20and%20Debentures%20of%20the%20Company%20or%20Any%20Associated%20Corporations) As of December 31, 2023, Executive Director Mr. Su Dawen held 935,738 share options with an exercise price of HKD 0.5506 Directors' Long Positions in Underlying Shares of Share Options (December 31, 2023) | Name | Grant Date | Exercise Price (HKD) | Exercise Period | Outstanding (options) | | :--- | :--- | :--- | :--- | :--- | | Su Dawen | December 7, 2020 | 0.5506 | December 7, 2020 – December 6, 2025 | 935,738 | [Directors' and Chief Executive's Rights to Acquire Shares or Debt Securities](index=32&type=section&id=Directors%27%20and%20Chief%20Executive%27s%20Rights%20to%20Acquire%20Shares%20or%20Debt%20Securities) Except for the disclosed share options, no arrangements were entered into by the company or its subsidiaries during the reporting period that would enable directors or the chief executive to acquire benefits by purchasing shares or debt securities of the company or any other body corporate - Except for the disclosed share options, no arrangements were entered into by the company or its subsidiaries during the reporting period, the purpose of which was (or one of the purposes of which was) to enable any director or chief executive of the company to acquire benefits by purchasing shares or debt securities of the company or any other body corporate[225](index=225&type=chunk)[227](index=227&type=chunk) [Substantial Shareholders](index=32&type=section&id=Substantial%20Shareholders) As of December 31, 2023, the company's substantial shareholders included A S Investment Holdings Ltd, Ever Better Holdings Ltd, Ms. Yang Xiuxian, Mr. Su Zhiming, Convoy Investments Limited, Convoy Financial Group Limited, and Convoy Holdings Limited Substantial Shareholders' Long Positions in the Company's Shares and Underlying Shares (December 31, 2023) | Shareholder | Capacity | Number of Shares | Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | A S Investment Holdings Ltd | Beneficial owner | 14,135,200 | 10.87% | | Ever Better Holdings Ltd | Interest in controlled corporation | 14,135,200 | 10.87% | | Ms. Yang Xiuxian | Beneficial owner, spouse's interest and interest in controlled corporation | 16,167,600 | 12.44% | | Mr. Su Zhiming | Beneficial owner, spouse's interest and interest in controlled corporation | 16,167,600 | 12.44% | | Convoy Investments Limited | Beneficial owner | 11,300,000 | 8.69% | | Convoy Financial Group Limited | Interest in controlled corporation | 11,300,000 | 8.69% | | Convoy Holdings Limited | Beneficial owner and interest in controlled corporation | 12,161,600 | 9.35% | [Repurchase, Redemption or Sale of Listed Securities](index=34&type=section&id=Repurchase%2C%20Redemption%20or%20Sale%20of%20Listed%20Securities) For the year ended December 31, 2023, neither the company nor any of its subsidiaries purchased, redeemed, or sold any of the company's listed securities - For the year ended December 31, 2023, neither the company nor any of its subsidiaries purchased, redeemed, or sold any of the company's listed securities[234](index=234&type=chunk)[239](index=239&type=chunk) [Related Party Transactions](index=34&type=section&id=Related%20Party%20Transactions) Details of related party transactions for the year ended December 31, 2023, are provided in note 45 to the consolidated financial statements - Details of related party transactions for the year ended December 31, 2023, are contained in note 45 to the consolidated financial statements[235](index=235&type=chunk)[240](index=240&type=chunk) [Competing Interests](index=34&type=section&id=Competing%20Interests) As of and for the year ended December 31, 2023, none of the company's directors, controlling shareholders, or their respective associates had any business or interest that competed or might compete with the Group's business or had any other conflict of interest - As of and for the year ended December 31, 2023, none of the company's directors, controlling shareholders, or their respective associates had any business or interest that competed or might compete with the Group's business or had any other conflict of interest[236](index=236&type=chunk)[241](index=241&type=chunk) [Retirement Benefits Schemes](index=35&type=section&id=Retirement%20Benefits%20Schemes) Details of the retirement benefits schemes are provided in note 41 to the consolidated financial statements - Details of the retirement benefits schemes are contained in note 41 to the consolidated financial statements[242](index=242&type=chunk)[249](index=249&type=chunk) [Pre-emptive Rights](index=35&type=section&id=Pre-emptive%20Rights) The company's bye-laws do not contain pre-emptive rights provisions, despite no such restrictions under Bermuda law - Although Bermuda law does not impose restrictions on pre-emptive rights, the company's bye-laws do not contain any pre-emptive rights provisions[243](index=243&type=chunk)[250](index=250&type=chunk) [Corporate Governance](index=35&type=section&id=Corporate%20Governance) Details of the company's corporate governance practices are provided in the "Corporate Governance Report" section of this report - Details of the company's corporate governance practices are contained in the "Corporate Governance Report" section of this report[244](index=244&type=chunk)[251](index=251&type=chunk) [Environmental, Social and Governance](index=35&type=section&id=Environmental%20Social%20and%20Governance) Details of the company's environmental, social, and governance practices are provided in the "Environmental, Social and Governance Report" section of this report - Details of the company's environmental, social, and governance practices are contained in the "Environmental, Social and Governance Report" section of this report[245](index=245&type=chunk)[252](index=252&type=chunk) [Emolument Policy](index=35&type=section&id=Emolument%20Policy) The Group's remuneration policy for employees and senior management is set by the Remuneration Committee based on merit, qualifications, and abilities, while directors' remuneration considers market competitiveness and individual performance - The Group's remuneration policy for employees and senior management is set by the Remuneration Committee based on their merits, qualifications, and abilities[246](index=246&type=chunk)[253](index=253&type=chunk) - Directors' remuneration is determined by the Remuneration Committee after considering market competitiveness, individual performance, and achievements[254](index=254&type=chunk) - The company has adopted a share option scheme as an incentive for directors and eligible employees[247](index=247&type=chunk)[255](index=255&type=chunk) [Sufficiency of Public Float](index=35&type=section&id=Sufficiency%20of%20Public%20Float) As of the report date, the company has maintained the sufficient public float required by the GEM Listing Rules for fiscal year 2023 and prior periods - As of the report date, the company has maintained the sufficient public float required by the GEM Listing Rules for fiscal year 2023 and prior periods[248](index=248&type=chunk)[256](index=256&type=chunk) [Audit Committee](index=36&type=section&id=Audit%20Committee) The company's Audit Committee, established on July 31, 2001, is primarily responsible for reviewing and overseeing the Group's financial reporting process and internal control and risk management systems, and has reviewed the 2023 fiscal year audited financial results - The Audit Committee's primary responsibilities include reviewing and overseeing the Group's financial reporting process and internal control and risk management systems[258](index=258&type=chunk)[261](index=261&type=chunk) - The Audit Committee has reviewed the Group's audited financial results for the year ended December 31, 2023[259](index=259&type=chunk)[262](index=262&type=chunk) [Auditor](index=36&type=section&id=Auditor) Huarong (Hong Kong) Certified Public Accountants Limited has served as the company's auditor since November 30, 2018, and has audited the 2023 fiscal year consolidated financial statements, with a resolution for re-appointment to be proposed at the upcoming Annual General Meeting - Huarong (Hong Kong) Certified Public Accountants Limited has been appointed as the company's auditor since November 30, 2018[260](index=260&type=chunk)[263](index=263&type=chunk) - Huarong has audited the consolidated financial statements for the year ended December 31, 2023[260](index=260&type=chunk)[263](index=263&type=chunk) - The company will propose a resolution for the re-appointment of Huarong as auditor at the upcoming Annual General Meeting[260](index=260&type=chunk)[263](index=263&type=chunk) [Corporate Governance Report](index=37&type=section&id=Corporate%20Governance%20Report) This report details the company's corporate governance practices, including board structure, director training, and risk management [Introduction](index=37&type=section&id=Introduction) The company is committed to maintaining good corporate governance practices, and after a temporary non-compliance with GEM Listing Rules due to director resignations, it has since regained compliance through new appointments - The company is committed to maintaining high standards of corporate governance practices and procedures, emphasizing a high-quality board, sound internal controls, transparency, and accountability[265](index=265&type=chunk)[266](index=266&type=chunk) - Following Ms. Yuan Huimin's resignation, the total number of independent non-executive directors fell below three, and the Board remained single-gender, failing to comply with GEM Listing Rules[267](index=267&type=chunk) - After Ms. Shao Yuming's appointment as an independent non-executive director on March 26, 2024, the company has regained compliance with the relevant GEM Listing Rules[269](index=269&type=chunk)[272](index=272&type=chunk) [Directors' Securities Transactions](index=38&type=section&id=Directors%27%20Securities%20Transactions) The company has adopted the GEM Listing Rules as the code of conduct for directors' securities transactions and confirmed compliance by all directors in fiscal year 2023 - The company has adopted Rules 5.48 to 5.67 of the GEM Listing Rules as the code of conduct for directors' securities transactions[270](index=270&type=chunk)[273](index=273&type=chunk) - After inquiry with all directors, the company found no non-compliance with this code of conduct in fiscal year 2023[270](index=270&type=chunk)[273](index=273&type=chunk) [Board of Directors](index=38&type=section&id=Board%20of%20Directors) The Board comprises seven directors, including four executive and three independent non-executive members, committed to diversity and responsible for approving and overseeing the Group's overall strategy and policies - The Board currently comprises seven directors: four executive directors and three independent non-executive directors[271](index=271&type=chunk)[274](index=274&type=chunk) - The company is committed to promoting diversity among Board members, considering factors such as gender, age, cultural and educational background, and professional experience[276](index=276&type=chunk)[280](index=280&type=chunk) - The Board is responsible for approving and monitoring the Group's overall strategy and policies and overseeing management[279](index=279&type=chunk)[281](index=281&type=chunk) [Board Meetings and Directors' Attendance](index=40&type=section&id=Board%20Meetings%20and%20Directors%27%20Attendance) The Board holds at least four regular meetings annually to review the Group's financial and operational performance, with seven meetings held and good attendance in fiscal year 2023 - The Board holds at least four regular meetings annually to review the Group's financial and operational performance[286](index=286&type=chunk)[287](index=287&type=chunk) Board Meeting Attendance Record (Fiscal Year 2023) | Director Name | Board Meeting Attendance | | :--- | :--- | | Mr. Liao Chun Fai | 7/7 | | Mr. Tian Jiabai | 6/7 | | Mr. Li Aiming | 3/5 | | Mr. Su Dawen | 7/7 | | Mr. Wu Zhuofan | 7/7 | | Mr. Yi Tinghui | 6/7 | | Mr. Zhang Min | 7/7 | | Ms. Yuan Huimin | 2/2 | [Board Practices](index=41&type=section&id=Board%20Practices) Detailed agendas and documents are provided to directors before Board meetings to ensure informed decision-making, and the company has purchased liability insurance for directors and officers - Directors receive detailed agendas and information documents before Board meetings to ensure informed decision-making[290](index=290&type=chunk)[294](index=294&type=chunk) - The company has purchased liability insurance for directors and officers to protect them against litigation liabilities that may arise from their duties[285](index=285&type=chunk)[286](index=286&type=chunk) [Training for Directors](index=41&type=section&id=Training%20for%20Directors) The company provides induction training for new directors and regular updates on business, legislative, and regulatory environments, with all directors participating in continuous professional development to ensure high corporate governance standards - All newly appointed directors receive necessary induction training and information[292](index=292&type=chunk)[295](index=295&type=chunk) - The company regularly provides directors with updates on changes and developments in the business, legislative, and regulatory environments[293](index=293&type=chunk)[295](index=295&type=chunk) - All directors have participated in continuous professional development to develop and update their knowledge and skills, and training records are provided[297](index=297&type=chunk)[301](index=301&type=chunk) [Chairman and Chief Executive](index=42&type=section&id=Chairman%20and%20Chief%20Executive) The roles of Chairman and Chief Executive Officer are held by two separate individuals to ensure their respective independence, accountability, and responsibility - The positions of Chairman of the Board and Chief Executive Officer of the company are held by two separate individuals, ensuring their respective independence, accountability, and responsibility[299](index=299&type=chunk)[302](index=302&type=chunk) [Remuneration of Directors](index=42&type=section&id=Remuneration%20of%20Directors) The Remuneration Committee advises the Board on the remuneration policy and structure for directors and senior management, determining remuneration based on factors such as market competitiveness and individual performance - The Remuneration Committee advises the Board on the policy and structure for all remuneration of the company's directors and senior management[305](index=305&type=chunk)[306](index=306&type=chunk) - The Remuneration Committee determines the remuneration packages for individual executive directors by considering factors such as salaries paid by comparable companies, time commitment and responsibilities of directors, other employment conditions within the Group, and the effectiveness of performance-linked remuneration[305](index=305&type=chunk)[306](index=306&type=chunk) Remuneration Committee Meeting Attendance Details (Fiscal Year 2023) | Member Name | Attendance | | :--- | :--- | | Mr. Yi Tinghui (Chairman) | 1/1 | | Mr. Zhang Min | 1/1 | | Ms. Yuan Huimin | 1/1 | [Nomination of Directors](index=44&type=section&id=Nomination%20of%20Directors) The Nomination Committee reviews board structure, identifies qualified director candidates, assesses independence, and recommends appointments or re-elections to the Board, which has adopted a board diversity policy - The Nomination Committee's functions include reviewing and overseeing the Board's structure, size, and composition; identifying qualified individuals for Board membership; assessing the independence of independent non-executive directors; and making recommendations to the Board regarding the appointment or re-appointment of directors and senior management[311](index=311&type=chunk)[314](index=314&type=chunk) - The Board has adopted a Board Diversity Policy, considering factors such as gender, age, cultural and educational background, and professional experience when selecting candidates[313](index=313&type=chunk)[315](index=315&type=chunk) Nomination Committee Meeting Attendance Details (Fiscal Year 2023) | Member Name | Attendance | | :--- | :--- | | Mr. Zhang Min (Chairman) | 1/1 | | Mr. Yi Tinghui | 1/1 | | Ms. Yuan Huimin | 1/1 | [Audit Committee (in Corporate Governance Report)](index=45&type=section&id=Audit%20Committee%20(in%20Corporate%20Governance%20Report)) The Audit Committee is responsible for reviewing and overseeing the Group's financial reporting process and risk management and internal control systems, but did not hold any meetings in fiscal year 2023 due to delayed results announcement and trading suspension - The Audit Committee's primary responsibilities include reviewing and overseeing the Group's financial reporting process and risk management and internal control systems[319](index=319&type=chunk)[321](index=321&type=chunk) - In fiscal year 2023, due to the delayed publication of the 2022 fiscal year results announcement and the suspension of company trading, the Audit Committee did not hold any meetings[324](index=324&type=chunk)[326](index=326&type=chunk) [Corporate Governance Function](index=46&type=section&id=Corporate%20Governance%20Function) The Board is responsible for fulfilling corporate governance duties, including formulating and reviewing policies, overseeing director training, compliance, codes of conduct, and reviewing adherence to the Corporate Governance Code - The Board is responsible for formulating and reviewing the company's corporate governance policies and practices[327](index=327&type=chunk) - The Board is responsible for reviewing and monitoring the training and continuous professional development of directors and senior management[327](index=327&type=chunk) - The Board is responsible for reviewing the company's compliance with the Corporate Governance Code and disclosures in the Corporate Governance Report[327](index=327&type=chunk) [Auditors' Remuneration](index=47&type=section&id=Auditors%27%20Remuneration) In fiscal year 2023, the Group paid HKD 1,200,000 in remuneration to its auditor, Huarong (Hong Kong) Certified Public Accountants Limited, a decrease from 2022 Auditors' Remuneration | Indicator | 2023 (HKD thousands) | 2022 (HKD thousands) | Year-on-year Change | Reference Chunk | | :--- | :--- | :--- | :--- | :--- | | Auditors' remuneration | 1,200 | 1,337 | Decreased by 10.3% | [328, 331] | [Directors' and Auditors' Responsibilities for the Consolidated Financial Statements](index=47&type=section&id=Directors%27%20and%20Auditors%27%20Responsibilities%20for%20the%20Consolidated%20Financial%20Statements) Directors confirm their responsibility for preparing the consolidated financial statements and acknowledge significant uncertainties regarding the Group's going concern, while auditors issued a disclaimer of opinion due to scope limitations and going concern uncertainties - Directors confirm their responsibility for preparing the consolidated financial statements and presenting a balanced, clear, and complete assessment[329](index=329&type=chunk)[332](index=332&type=chunk) - As of December 31, 2023, the Group recorded a loss of approximately **HKD 20,560,000**, net cash used in operating activities of approximately **HKD 10,795,000**, and current liabilities exceeding current assets by approximately **HKD 33,367,000**, indicating significant uncertainty regarding its ability to continue as a going concern[329](index=329&type=chunk)[332](index=332&type=chunk)[333](index=333&type=chunk) [Management's and Audit Committee's Views on the Independent Auditor's Report](index=48&type=section&id=Management%27s%20and%20Audit%20Committee%27s%20Views%20on%20the%20Independent%20Auditor%27s%20Report) Management and the Audit Committee have carefully considered the Group's future liquidity and performance, implementing measures to improve its financial position, including business development, director loans, potential fundraising, debt repayment, and exploring new opportunities - Management and the Audit Committee are taking measures to improve the financial position, including developing existing distribution businesses, seeking additional distribution rights, and exploring new business opportunities[335](index=335&type=chunk)[339](index=339&type=chunk) - The company has entered into revolving loan agreements totaling **HKD 20 million** with two executive directors for working capital purposes[336](index=336&type=chunk)[340](index=340&type=chunk) - The company is actively exploring additional financing, such as rights issues, placings of new shares, issuance of new shares, and/or convertible bonds[337](index=337&type=chunk)[340](index=340&type=chunk) - The company is actively negotiating with relevant parties to repay debts and recover receivables, and discussing potential debt capitalization with creditors[338](index=338&type=chunk)[341](index=341&type=chunk)[343](index=343&type=chunk)[348](index=348&type=chunk) - Directors will continue to explore business opportunities and implement stronger measures, including introducing high-margin products, closely monitoring operating expenses, and streamlining unnecessary expenditures[344](index=344&type=chunk)[349](index=349&type=chunk) [Company Secretary](index=49&type=section&id=Company%20Secretary) In fiscal year 2023, Mr. Chan Kui Ming served as the company secretary and completed the required minimum of 15 hours of relevant professional training under the GEM Listing Rules - In fiscal year 2023, Mr. Chan Kui Ming served as the company secretary and completed at least **15 hours** of relevant professional training[346](index=346&type=chunk)[350](index=350&type=chunk) [Shareholders' Rights](index=49&type=section&id=Shareholders%27%20Rights) Shareholders have the right to requisition an extraordinary general meeting, make inquiries to the Board, and propose resolutions at general meetings, with clear procedures and requirements outlined - Shareholders holding not less than **one-tenth** of the paid-up share capital have the right to requisition the Board or company secretary in writing to convene an extraordinary general meeting[347](index=347&type=chunk)[351](index=351&type=chunk) - Shareholders have the right to make inquiries to the Board in writing, sent to the company's principal place of business or registered office, or via email[355](index=355&type=chunk)[359](index=359&type=chunk) - Shareholders holding not less than **one-twentieth** of the total voting rights or not less than **100 shareholders** have the right to requisition the company in writing to propose a resolution at a general meeting[356](index=356&type=chunk)[360](index=360&type=chunk) [Investors and Shareholders Relations](index=51&type=section&id=Investors%20and%20Shareholders%20Relations) The Board values clear, timely, and effective communication with shareholders and investors, disclosing information through regular reports, general meetings, and the company website - The Board recognizes the importance of maintaining clear, timely, and effective communication with shareholders and investors[363](index=363&type=chunk)[368](index=368&type=chunk) - The company communicates with shareholders and investors through annual, interim, and quarterly reports, notices, announcements, circulars, general meetings, and the company website[363](index=363&type=chunk)[368](index=368&type=chunk) [Policy on Payment of Dividends](index=51&type=section&id=Policy%20on%20Payment%20of%20Dividends) The company adopted a dividend payment policy on November 30, 2018, to balance shareholder expectations with prudent capital management, though future dividend payments are not guaranteed - The company adopted a dividend payment policy on November 30, 2018, effective from January 1, 2019[365](index=365&type=chunk)[370](index=370&type=chunk) - The Board is committed to maintaining a balance between shareholder expectations and prudent capital management, but no specific amount of dividend payment is guaranteed for any given period[366](index=366&type=chunk)[370](index=370&type=chunk)[373](index=373&type=chunk)[376](index=376&type=chunk) [Risk Management and Internal Control](index=52&type=section&id=Risk%20Management%20and%20Internal%20Control) The Board is responsible for risk management and internal control systems, continuously reviewing their effectiveness, and the Group has established risk management policies and engaged independent professional consultants for annual reviews to ensure system adequacy - The Board confirms its responsibility for risk management and internal control systems and continuously reviews their effectiveness[374](index=374&type=chunk)[377](index=377&type=chunk) - The Group has established a risk management policy to standardize risk management, build a standard and effective risk management system, and improve risk prevention capabilities[375](index=375&type=chunk)[377](index=377&type=chunk) - The Group has engaged independent professional consultants to conduct annual reviews covering revenue and collection cycles, expenditure cycles, cash management and treasury cycles, and financial reporting cycles[395](index=395&type=chunk)[397](index=397&type=chunk) - The Group believes its risk management and internal control processes are sufficient to meet the company's needs in its current operating environment[395](index=395&type=chunk)[397](index=397&type=chunk) [Process Used to Identify, Evaluate and Manage Significant Risks](index=54&type=section&id=Process%20Used%20to%20Identify%2C%20Evaluate%20and%20Manage%20Significant%20Risks) The Group systematically manages significant risks through monthly meetings, risk identification, assessment, response, and monitoring reports, with regular reviews and updates to its risk management strategy - Executive directors and management meet monthly to review the financial and operational performance of each department[385](index=385&type=chunk)[389](index=389&type=chunk) - Risk management procedures include identifying risks that may affect the business, assessing their impact and likelihood, prioritizing and developing response strategies, and continuous monitoring and regular reporting[386](index=386&type=chunk)[387](index=387&type=chunk)[388](index=388&type=chunk)[390](index=390&type=chunk)[391](index=391&type=chunk)[392](index=392&type=chunk)[393](index=393&type=chunk)[394](index=394&type=chunk) [Inside Information Disclosure Policy](index=55&type=section&id=Inside%20Information%20Disclosure%20Policy) The company has established an inside information disclosure policy to ensure the capture, confidentiality, and timely disclosure of potential inside information in accordance with GEM Listing Rules - An inside information disclosure policy has been established to ensure that potential inside information is preserved and kept confidential until it has been disclosed consistently and timely in accordance with the GEM Listing Rules[396](index=396&type=chunk)[398](index=398&type=chunk) [Environmental, Social and Governance Report](index=56&type=section&id=Environmental%2C%20Social%20and%20Governance%20Report) This report outlines the Group's efforts and achievements in corporate social responsibility and sustainable development for the 2023 fiscal year, covering its Hong Kong operations and adhering to GEM Listing Rules reporting guidelines [About This Report](index=56&type=section&id=About%20This%20Report) This ESG report covers the Group's Hong Kong operations from January 1 to December 31, 2023, including various business segments, and is prepared in accordance with GEM Listing Rules reporting guidelines - This ESG report covers the Hong Kong operations from January 1 to December 31, 2023, including grain and oil food trading, consumables and agricultural product trading, property investment, money lending services, one-stop value chain services, and financial services[403](index=403&type=chunk)[406](index=406&type=chunk) - This report is prepared in accordance with the Environmental, Social and Governance Reporting Guide set out in Appendix C2 of the GEM Listing Rules, following the principles of materiality, quantification, balance, and consistency[408](index=408&type=chunk)[411](index=411&type=chunk)[414](index=414&type=chunk) - The Board is fully responsible for the Group's sustainability strategy and reporting, assessing and determining ESG-related risks[416](index=416&type=chunk)[420](index=420&type=chunk) [Stakeholder Engagement](index=58&type=section&id=Stakeholder%20Engagement) The Group values communication with stakeholders, gathering their views and opinions through various channels to continuously improve its operations, with key stakeholders including employees, customers, suppliers, shareholders, the public, and government/regulatory bodies - The Group believes that understanding stakeholders' views and opinions is crucial for its long-term success and growth[418](index=418&type=chunk)[422](index=422&type=chunk) - The Group communicates with stakeholders through internal meetings, performance appraisals, company events, training, business communications, customer service hotlines, emails, general meetings, regular reports, official website, and charitable activities[424](index=424&type=chunk)[425](index=425&type=chunk)[426](index=426&type=chunk)[429](index=429&type=chunk) [Materiality Assessment](index=61&type=section&id=Materiality%20Assessment) Through a materiality assessment survey, the Group identified and prioritized 24 ESG issues, with working environment quality and product and service responsibility deemed most important to stakeholders and the Group - The Group identified and analyzed material ESG issues through a materiality assessment survey, which serve as the focus of this report[432](index=432&type=chunk)[433](index=433&type=chunk) - Working environment quality and product and service responsibility were identified as the most material issues for both stakeholders and the Group[437](index=437&type=chunk)[438](index=438&type=chunk) [Caring for Environment](index=63&type=section&id=Caring%20for%20Environment) The Group is committed to environmental protection, complying with relevant laws and regulations, and implementing measures to reduce emissions, conserve energy and water, and manage waste, with both total greenhouse gas emissions and total energy consumption decreasing in fiscal year 2023 - The Group strives to comply with environmental protection laws and regulations and implements effective measures for resource utilization, energy conservation, and waste reduction[440](index=440&type=chunk)[443](index=443&type=chunk) [Emission Management](index=63&type=section&id=Emission%20Management) The Group's greenhouse gas emissions primarily stem from vehicle gasoline consumption and purchased electricity for offices, with total emissions decreasing to 4.5 tonnes of CO2 equivalent in fiscal year 2023 - The Group's greenhouse gas emissions primarily originate from gasoline consumption by vehicles (Scope 1) and purchased electricity for offices (Scope 2)[441](index=441&type=chunk)[444](index=444&type=chunk) Greenhouse Gas Emissions (tonnes of CO2 equivalent) | Indicator | 2023 | 2022 | Year-on-year Change | Reference Chunk | | :--- | :--- | :--- | :--- | :--- | | Total GHG emissions (Scope 1, 2, 3) | 4.5 | 7.9 | Decreased by 43.0% | [448] | | Direct emissions (Scope 1) | 0.0 | 4.2 | Decreased by 100% | [448] | | Indirect emissions (Scope 2) | 0.5 | 0.5 | No change | [448] | | Other indirect emissions (Scope 3) | 4.0 | 3.2 | Increased by 25.0% | [448] | - The Group aims to achieve a **15% reduction** in emissions per production unit by 2025 (with 2020 as the base year)[442](index=442&type=chunk)[444](index=444&type=chunk) [Energy Management](index=64&type=section&id=Energy%20Management) The Group reduces energy consumption through measures such as using energy-efficient light bulbs, adjusting air conditioning temperatures, selecting high-efficiency electronic equipment, encouraging employees to turn

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 部份內容而產生或因依賴該等內容而引致之任何損失承擔任何責任。 澄清公佈 茲提述中國農業生態有限公司（「本公司」）於二零二四年七月十二日發佈的本集 團截至二零二三年十二月三十一日止年度之經審核年度業績公佈（「該公佈」）（中 英雙版）。除文義另有所指外，本公佈所採用之詞彙與該公佈所界定者具有相同涵 義。 本公司注意到，由於疏忽筆誤，該公佈第11頁附註10所示之有關「應收賬款及其他 應收款項」的數據應修訂如下： | | 修正後 | 修正前 | | --- | --- | --- | | | 二零二三年 | 二零二三年 | | | 千港元 | 千港元 | | 客戶合約產生的貿易應收款項 | 12,601 | 12,601 | | 減：信貸虧損撥備 | (1,467) | (1,467) | | | 11,134 | 11,134 | | 向供應商的預付款項 | 1,119 | 1,119 | | 按金 | 24 | 24 | | 其他應收款項 | 37,204 | 46,0 ...

由於GEM 上市公司屬新興性質，在GEM 買賣之證券可能會較於聯交所主板買賣 之證券承受較大之市場波動風險，同時無法保證在GEM買賣之證券會有高流通量 之市場。 GEM之定位，乃為相比起其他在聯交所上市之公司帶有較高投資風險之公司提供 上市之市場。有意投資之人士應了解投資於該等公司之潛在風險，並應經過審慎 周詳之考慮後方作出投資決定。GEM 的較高風險及其他特色，表示GEM 較適合 專業及其他資深投資者。 截至二零二三年十二月三十一日止年度之經審核年度業績公佈 香港聯合交易所有限公司（「聯交所」）GEM（「GEM」）之特色 1 財務摘要 本公司及其附屬公司（統稱為「本集團」）截至二零二三年十二月三十一日止年 度錄得收益約48,952,000港元，較去年約26,134,000港元增加約87.3%。 截至二零二三年十二月三十一日止年度，本公司擁有人應佔年內虧損約為 20,560,000港元（二零二二年：62,359,000港元）。截至二零二三年十二月三十一日 止年度，本公司之每股基本虧損約為15.82港仙（二零二二年：51.52港仙）。 本公司董事會（「董事會」）不建議就截至二零二三年十二月三十一日止年度派付 末 ...

Financial Performance - The company recorded unaudited revenue of approximately HKD 29,332,000 for the nine months ended September 30, 2023, representing a 60% increase compared to HKD 18,311,000 for the same period last year[5]. - The loss attributable to the owners of the company for the nine months ended September 30, 2023, was approximately HKD 9,998,000, a significant improvement from a loss of HKD 35,006,000 in the same period last year[5]. - Basic loss per share for the nine months ended September 30, 2023, was HKD 7.69, compared to HKD 26.93 for the same period last year[5]. - Gross profit for the nine months ended September 30, 2023, was HKD 1,693,000, compared to a gross loss of HKD 4,358,000 for the same period last year[8]. - The company reported a total comprehensive loss of HKD 11,983,000 for the nine months ended September 30, 2023, compared to HKD 46,136,000 for the same period last year[9]. - The company experienced a foreign exchange gain of HKD 2,171,000 for the nine months ended September 30, 2023, compared to a loss of HKD 9,548,000 in the same period last year[9]. - The company’s administrative expenses for the nine months ended September 30, 2023, were HKD 17,580,000, slightly higher than HKD 17,257,000 for the same period last year[8]. - The company reported a financing cost of HKD 2,282,000 for the nine months ended September 30, 2023, down from HKD 5,742,000 in the same period last year[8]. - The company’s other income for the nine months ended September 30, 2023, was HKD 6,313,000, compared to HKD 1,425,000 for the same period last year[8]. - The company incurred a loss of HKD 32.603 million during the period, compared to a profit of HKD 36.588 million in the same period last year[10]. - The total comprehensive loss for the period was HKD 10.209 million, reflecting a significant decline from the previous year's comprehensive income[10]. - The company recognized a foreign exchange loss of HKD 9.294 million related to overseas operations during the period[10]. - As of January 1, 2023, the accumulated losses increased to HKD 607.935 million from HKD 553.194 million at the end of the previous reporting period[10]. Equity and Capital Structure - For the nine months ended September 30, 2023, the company reported a total equity of HKD 59.951 million, a decrease from HKD 91.760 million as of September 30, 2022[10]. - The company completed a rights issue that raised HKD 3.847 million during the period[10]. - The company’s share capital increased from HKD 1.060 billion to HKD 1.300 billion due to the rights issue[10]. - The group’s net assets as of September 30, 2023, were approximately HKD 59,950,000, down from HKD 71,934,000 as of December 31, 2022[43]. - The company’s capital commitments were approximately HKD 41,570,000 as of September 30, 2023, a decrease from HKD 43,202,000 as of December 31, 2022[53]. Business Operations and Strategy - The company’s financial services and distribution business remains a key focus area for growth and expansion[12]. - The company continues to evaluate new strategies for market expansion and product development[12]. - The company is focusing on expanding its distribution business for food and beverages, including processed seafood and fresh meat, targeting various customer segments[59]. - The company is negotiating with a major state-owned enterprise in China for the procurement and supply of corn, in addition to distributing sunflower meal[60]. - The performance of the financial services segment has been poor, leading the company to reduce its operations in this area and reallocate resources to more promising businesses[62]. - The company plans to adopt a more cautious approach to its lending services due to increased default risks in the current economic environment[61]. Shareholder Information - As of September 30, 2023, A S Investment Holdings Ltd and Ever Better Holdings Ltd each hold 14,135,200 shares, representing 10.87% of the issued share capital[65]. - Ms. Yang Xiuhuan and Mr. Su Zhiming each hold 16,167,600 shares, accounting for 12.44% of the issued share capital[65]. - Hui Ying Securities Ltd and Hui Ying Financial Group Ltd each own 11,300,000 shares, which is 8.69% of the issued share capital[65]. - Hui Ying Holdings Ltd holds 12,161,600 shares, representing 9.35% of the issued share capital[65]. Corporate Governance and Compliance - The company has complied with the corporate governance code throughout the reporting period, except for the absence of at least three independent non-executive directors from July 20, 2023, to March 26, 2024[70]. - The audit committee reviewed the group's unaudited condensed consolidated financial performance during the reporting period[74]. - No purchases, redemptions, or sales of the company's listed securities were made by the company or its subsidiaries during the reporting period[72]. - The company does not have any significant contracts in which its directors have a direct or indirect material interest during the reporting period[67]. - There were no arrangements allowing any director or senior management to benefit from purchasing the company's securities during the reporting period[64]. - The company has not granted any stock options under the stock option plan during the reporting period[68]. Revenue Breakdown - Revenue from the distribution business for the three months ended September 30, 2023, was HKD 10,327,000, compared to HKD 3,262,000 for the same period in 2022[19]. - The company’s one-stop value chain service recorded no revenue for the three months ended September 30, 2023, compared to HKD 671,000 for the same period in 2022[19]. - The company’s total revenue for the three months ended September 30, 2023, was HKD 15,442,000, compared to HKD 4,800,000 for the same period in 2022[19]. - The distribution business reported revenue of approximately HKD 29,199,000, representing an increase of approximately 83% compared to HKD 15,975,000 for the nine months ended September 30, 2022[35]. - The cost of sales for the reporting period was approximately HKD 27,639,000, which is an increase of about 22% from HKD 22,669,000 for the same period last year[41].

Financial Performance - The company reported unaudited revenue of approximately HKD 9,458,000 for the three months ended March 31, 2023, representing an increase of about 7.3% compared to HKD 8,818,000 for the same period in 2022[5]. - The loss attributable to the owners of the company for the three months ended March 31, 2023, was approximately HKD 5,423,000, a decrease from a loss of HKD 8,229,000 for the same period in 2022[5]. - The basic loss per share for the three months ended March 31, 2023, was HKD 0.0417, compared to HKD 0.0777 for the same period in 2022[8]. - The gross loss for the three months ended March 31, 2023, was HKD 639,000, an improvement from a gross loss of HKD 1,201,000 in the same period of 2022[7]. - Total comprehensive loss for the three months ended March 31, 2023, amounted to HKD 8,384,000, compared to HKD 8,981,000 for the same period in 2022[8]. - The company reported other income of HKD 715,000 for the three months ended March 31, 2023, compared to HKD 347,000 in the same period of 2022[7]. - The financing costs decreased to HKD 908,000 for the three months ended March 31, 2023, from HKD 1,519,000 in the same period of 2022[7]. - The cost of sales for the reporting period was approximately HKD 8,819,000, a decrease of about 12.0% from HKD 10,019,000 in the same period last year[37]. - The company's administrative expenses increased by approximately 5.0% to HKD 5,265,000, primarily due to higher rental costs[37]. Revenue Breakdown - For the three months ended March 31, 2023, the group's revenue was HKD 10,173,000, an increase of 11.0% compared to HKD 9,165,000 for the same period in 2022[19]. - Distribution business revenue reached HKD 9,054,000, up 20.3% from HKD 7,527,000 in the previous year[19]. - The distribution business reported revenue of approximately HKD 9,054,000, a 20.3% increase from HKD 7,527,000 in the previous year, driven by recovery in demand post-COVID-19[31][32]. - The property investment segment reported zero revenue for the reporting period, unchanged from the same period in 2022[29]. Dividends and Shareholder Information - The company did not recommend the payment of any interim dividend for the three months ended March 31, 2023[5]. - The company did not declare any interim dividends for the three months ended March 31, 2023, consistent with the previous year[25]. - Major shareholders include A S Investment Holdings Ltd and Ever Better Holdings Ltd, each holding 10.87% of the shares, while Yang Xiuhuan and Su Zhiming each hold 12.44%[61]. Assets and Liabilities - The company’s total assets as of March 31, 2023, included a revaluation surplus of HKD 1,800,000[9]. - As of March 31, 2023, the company had cash and cash equivalents of approximately HKD 515,000, down from approximately HKD 1,161,000 as of December 31, 2022[39]. - The total net assets of the company as of March 31, 2023, were approximately HKD 92,656,000, an increase from HKD 71,934,000 as of December 31, 2022[39]. - The company has pledged investments for margin financing of approximately HKD 4,886,000 and secured loans of about HKD 9,000,000 against investment properties in Hong Kong[45]. - The company has a financial guarantee for a loan principal of RMB 13,000,000 at an annual interest rate of 8%, which remains unpaid as of March 31, 2023[46]. - The company's capital commitments amounted to approximately HKD 43,649,000 as of March 31, 2023, compared to HKD 43,202,000 as of December 31, 2022[47]. Economic Outlook and Strategic Focus - The economic outlook for Hong Kong is expected to improve significantly in Q1 2023, driven by a recovery in inbound tourism and domestic demand[52]. - The company will focus on its existing businesses and reduce the scale of its one-stop value chain services due to the impact of the COVID-19 pandemic on financial performance[53]. - The company remains cautious regarding its property investments amid geopolitical tensions and global pessimism[54]. - The group continues to focus on its core businesses, including one-stop value chain services, property investment, distribution, and financial services[19]. Operational Developments - The group is focusing on local and overseas suppliers to procure food and beverage products, with a diverse range including processed seafood, fresh and frozen seafood, and alcoholic beverages[55]. - The group has been distributing sunflower meal primarily to a well-known Chinese state-owned enterprise since the fiscal year 2022, leveraging its high protein content for livestock feed[55]. - The group anticipates an increase in lending demand from individual and corporate clients due to the current economic environment, but is adopting a cautious approach to mitigate default risks[57]. - The performance of the financial services business has been poor, leading the board to decide to reduce this segment and reallocate resources to more promising areas[58]. - The group is actively marketing and selling food and beverage products through online platforms, including third-party platforms and its own social media stores[55]. - The group is in discussions to procure and supply corn to the aforementioned state-owned enterprise[55]. Governance and Compliance - The company adhered to the corporate governance code as per GEM Listing Rules Appendix 15 throughout the reporting period[67]. - The Audit Committee, established on July 31, 2001, is responsible for reviewing and monitoring the financial reporting process and internal control systems[70]. - The Audit Committee consists of three independent non-executive directors[70]. - The group has not granted any stock options under its stock option plan during the reporting period[64]. - No securities were purchased, redeemed, or sold by the company or its subsidiaries during the reporting period[69].

Financial Performance - China Eco-Farming Limited reported a significant increase in revenue, achieving a total of HKD 150 million for the fiscal year 2022, representing a growth of 25% compared to the previous year[1]. - The Group recorded revenue of approximately HK$26,134,000 for the year ended 31 December 2022, a decrease of approximately 64.3% compared to HK$73,267,000 in 2021[43]. - Loss attributable to owners of the Company amounted to approximately HK$62,359,000, compared to a loss of HK$51,270,000 in 2021[43]. - The one-stop value chain services segment reported revenue of approximately HK$2,198,000, representing a decrease of approximately 32.4% from HK$3,252,000 in 2021[45]. - The distribution business segment reported revenue of approximately HK$23,613,000, a decrease of approximately 66.2% compared to HK$69,798,000 in 2021[50]. - The money lending services segment reported revenue of approximately HK$323,000, an increase of approximately 48.8% compared to HK$217,000 in 2021[56]. - The basic loss per share was approximately HK51.52 cents, slightly improved from HK52.92 cents in 2021[43]. - The Group's cash flow was impacted by extended payment terms requested by downstream clients due to the economic downturn[53]. - The net assets of the Group were approximately HK$71,934,000 as of December 31, 2022, compared to HK$129,180,000 in 2021[105]. - The Group's total assets were approximately HK$162,095,000 as of December 31, 2022, down from HK$238,713,000 in 2021[110]. Market Expansion and Strategy - Future outlook indicates a projected revenue growth of 20% for the next fiscal year, driven by new product launches and market expansion strategies[1]. - China Eco-Farming Limited plans to enter two new markets in Southeast Asia by the end of 2023, aiming to increase market share by 15% in these regions[1]. - The company has completed a strategic acquisition of a local eco-farming startup for HKD 5 million, enhancing its service offerings and operational capabilities[1]. - The Group's investment strategy focuses on securities with growth potential to capture capital appreciation and diversify investment risks[88]. - The Group anticipates increased demand for money lending services, but is also cautious about potential default risks and will enhance loan approval procedures[172]. Corporate Governance and Leadership - China Eco-Farming Limited has strengthened its corporate governance framework, ensuring compliance with the GEM Listing Rules[1]. - The company has a diverse board with members holding degrees in business administration, law, and surveying, enhancing its strategic capabilities[25]. - The board includes independent non-executive directors who contribute to the audit and remuneration committees, ensuring compliance and governance[29]. - The leadership team is committed to strategic planning and investment evaluation to enhance overall company performance[22]. - The Directors have decided to scale down the financial services business and reallocate resources to other more promising areas depending on market conditions[173]. Financial Services and Lending - The Group's financial services business performance has been unsatisfactory, with no income generated during the reporting period[173]. - The Directors anticipate an increase in lending demand from personal and corporate clients, but also acknowledge a rise in default risk due to repayment difficulties[174]. - The Group will enhance loan approval processes and carefully filter high-risk clients to protect its interests[174]. - The total outstanding principal amount of loans granted in Hong Kong was HK$8.5 million, with interest rates ranging from 8% to 36%[57]. - The expected credit loss assessment was based on HKFRS 9, with a "Three-stage" approach for impairment based on changes in credit quality since initial recognition[69]. Operational Challenges - The Group's one-stop value chain services have faced budget cuts from potential customers due to COVID-19, but management is actively seeking new customers and maintaining relationships with existing ones[157]. - The Group is cautious about its property investments due to geopolitical tensions and a pessimistic global atmosphere, monitoring its portfolio closely[159]. - Administrative expenses increased to approximately HK$47,516,000, up approximately 46.3% from HK$32,458,000 in 2021, primarily due to higher marketing and entertainment expenses[102]. - The Group's financing costs decreased by approximately 32.0% to HK$4,272,000 from HK$6,279,000 in 2021, mainly due to reduced financing costs incurred by repaying lenders[106]. Customer and Supplier Concentration - The five largest customers accounted for approximately 54.3% of the Group's turnover, down from 73.1% in 2021[183]. - The five largest suppliers accounted for approximately 60.9% of the Group's purchases, down from 68.9% in 2021[183].

Financial Performance - The company recorded unaudited revenue of approximately HKD 29,332,000 for the nine months ended September 30, 2023, representing a 60% increase compared to HKD 18,311,000 for the same period last year[4]. - The unaudited loss attributable to the owners of the company for the nine months ended September 30, 2023, was approximately HKD 9,998,000, a significant improvement from a loss of HKD 35,006,000 for the same period in 2022[4]. - Basic loss per share for the nine months ended September 30, 2023, was HKD 0.0769, compared to HKD 0.2693 for the same period last year[4]. - The company reported total comprehensive loss of HKD 11,983,000 for the nine months ended September 30, 2023, compared to HKD 46,136,000 for the same period in 2022[9]. - The company experienced a foreign exchange gain of HKD 2,171,000 for the nine months ended September 30, 2023, compared to a loss of HKD 9,548,000 for the same period last year[9]. - The company reported a loss from the sale of investment properties of HKD 569,000 for the nine months ended September 30, 2023[8]. - The group recorded a loss attributable to equity holders of approximately HKD 9,998,000, significantly improved from a loss of HKD 35,006,000 in the same period last year, with a basic loss per share of HKD 0.0769 compared to HKD 0.2693[44]. Revenue Breakdown - For the nine months ended September 30, 2023, the group's total revenue was HKD 35,645,000, an increase of 80.9% compared to HKD 19,736,000 for the same period in 2022[20]. - Distribution business revenue for the three months ended September 30, 2023, was HKD 10,327,000, up 216.5% from HKD 3,262,000 in the same period last year[20]. - The distribution business reported revenue of approximately HKD 29,199,000 for the nine months ended September 30, 2023, an increase of about 83% from HKD 15,975,000 in the same period of 2022[37]. - The company had no revenue from property investment during the reporting period, consistent with the previous year[35]. - The company reported zero revenue from its one-stop value chain service segment, a 100% decrease from HKD 2,198,000 in the same period of 2022[36]. Expenses and Costs - Gross profit for the nine months ended September 30, 2023, was HKD 1,693,000, compared to a gross loss of HKD 4,358,000 for the same period last year[8]. - The cost of sales for the reporting period was approximately HKD 27,639,000, an increase of 22% from HKD 22,669,000 in the same period last year, primarily due to increased distribution activities[43]. - Administrative expenses were approximately HKD 17,580,000, a slight increase of 2% from HKD 17,257,000 in the same period last year, mainly due to increased rental expenses[44]. - Financing costs decreased by approximately 60% to HKD 2,282,000 from HKD 5,742,000 in the same period last year, attributed to a reduction in outstanding loan principal[44]. Assets and Liabilities - The company’s total assets as of September 30, 2023, amounted to HKD 25,409,000, reflecting a decrease from HKD 34,542,000 as of the previous year[11]. - The net assets of the group were approximately HKD 59,950,000 as of September 30, 2023, compared to HKD 71,934,000 as of December 31, 2022[45]. - The outstanding principal amount of loans granted in Hong Kong as of September 30, 2023, was HKD 8.5 million, with interest rates ranging from 8% to 36%[40]. - The company's investments in equity instruments and financial assets at fair value amounted to approximately HKD 3,744,000, representing about 2.95% of total assets as of September 30, 2023[42]. Dividends and Taxation - The company did not recommend the payment of any interim dividend for the reporting period[5]. - The company did not incur any corporate income tax liabilities for the periods ended September 30, 2023, and 2022, due to the absence of taxable profits[26]. - The company did not recommend any interim dividend for the nine months ended September 30, 2023, consistent with the previous year[28]. Business Operations and Strategy - The group operates primarily in one-stop value chain services, property investment, distribution business, lending services, and financial services[14]. - The company plans to focus on existing businesses and reduce the scale of its one-stop value chain services due to the impact of the COVID-19 pandemic on financial performance[61]. - The financial services segment has underperformed, leading the company to reduce its focus on this area and reallocate resources to more promising businesses[67]. - The company is cautiously monitoring its property investment portfolio amid geopolitical tensions and global pessimism[62]. - The company is actively sourcing local and overseas suppliers for food and beverage distribution, including processed seafood and fresh meat products[64]. - The company has seen an increase in demand for lending services, but is adopting a cautious approach to mitigate default risks by enhancing loan approval processes[66]. Other Information - The group did not engage in any fundraising activities during the reporting period[47]. - The group acquired additional equity interests in a subsidiary for HKD 55,000,000, resulting in full ownership of the target company, which includes several properties in Shenzhen, China[48]. - The group provided a financial guarantee for a loan of RMB 13,000,000, which remains outstanding as of September 30, 2023[55]. - The company has entered into two sale agreements for properties in China, with prices of RMB 4,250,000 and RMB 3,500,000, respectively, with the first sale completed and the second pending[59]. - The Hong Kong economy is expected to improve significantly in Q1 2023, driven by strong inbound tourism and domestic demand, although fiscal constraints may still limit growth[60]. - The group has not applied any new Hong Kong Financial Reporting Standards that have been issued but not yet effective during the accounting period[19]. - The company has maintained its accounting policies consistent with those adopted in the audited consolidated financial statements for the year ended December 31, 2022[17].

Financial Performance - The company recorded unaudited revenue of approximately HKD 9,458,000 for the three months ended March 31, 2023, representing an increase of about 7.3% compared to HKD 8,818,000 for the same period in 2022[4] - The unaudited loss attributable to the owners of the company for the same period was approximately HKD 5,423,000, a decrease from HKD 8,229,000 in the prior year[4] - The basic loss per share for the three months ended March 31, 2023, was HKD 0.0417, compared to HKD 0.0777 for the same period in 2022[4] - The gross loss for the period was HKD 639,000, an improvement from a gross loss of HKD 1,201,000 in the previous year[7] - Other income for the period was HKD 715,000, compared to HKD 347,000 in the same period last year[7] - The total comprehensive loss for the period was HKD 8,384,000, slightly improved from HKD 8,981,000 in the prior year[9] - The company did not recommend any interim dividend for the three months ended March 31, 2023[4] - The company experienced a foreign exchange loss of HKD 2,985,000 during the period, compared to a loss of HKD 183,000 in the previous year[9] Revenue Breakdown - For the three months ended March 31, 2023, the group's revenue was HKD 10,173,000, an increase of 11.1% compared to HKD 9,165,000 for the same period in 2022[19] - Distribution business revenue reached HKD 9,054,000, up 20.4% from HKD 7,527,000 in the previous year[19] - The distribution business reported revenue of approximately HKD 9,054,000, representing an increase of about 20.3% from HKD 7,527,000 in the previous year[30] - The loan service segment reported revenue of approximately HKD 44,000, a decrease of about 6.4% from HKD 47,000 in the previous year[33] Financial Position - The company’s total equity as of March 31, 2023, was HKD 29,366,000, down from HKD 34,184,000 at the end of the previous year[11] - The company's cash and cash equivalents as of March 31, 2023, were approximately HKD 515,000, down from HKD 1,161,000 as of December 31, 2022[38] - The net asset value of the company as of March 31, 2023, was approximately HKD 92,656,000, an increase from HKD 75,398,000 as of December 31, 2022[38] Operational Strategies - The company continues to focus on its operational strategies and risk management in the GEM market, which is characterized by higher investment risks[1] - The group operates primarily in one-stop value chain services, property investment, distribution business, lending services, and financial services[14] - The group is focusing on expanding its distribution business for food and beverages, targeting local and overseas suppliers[57] - The group has experienced a cautious approach towards property investments due to geopolitical tensions and global pessimism[56] - The performance of the financial services business has been poor, leading the board to decide to reduce this segment and reallocate resources to more promising areas[61] Investment and Financing - The company acquired additional equity interests in a subsidiary in Shenzhen, China, for a cash consideration of HKD 55,000,000[41] - The company’s investment strategy focuses on securities with growth potential to enhance capital appreciation and diversify its investment portfolio[35] - The group has outstanding payments of HKD 13,962,302 related to a transaction with Wealth Management, with a total payment obligation of HKD 55,000,000[42] - The group has provided financial guarantees for a loan of RMB 13,000,000 at an annual interest rate of 8%[46] - As of March 31, 2023, the group's capital commitments amounted to approximately HKD 43,649,000[47] - The group has secured margin financing of approximately HKD 4,886,000 against investments as of March 31, 2023[45] Legal and Regulatory Matters - The company has faced a civil lawsuit with a total claim of approximately RMB 1,964,000, while also filing a counterclaim of RMB 980,000[43] - The audit committee, consisting of three independent non-executive directors, has reviewed the group's unaudited consolidated financial performance for the three months ending March 31, 2023[69] Economic Outlook - The Hong Kong economy is expected to improve significantly in Q1 2023, driven by inbound tourism and domestic demand[53] - The board anticipates an increase in loan demand from individual and corporate clients due to the current economic environment, but also acknowledges a potential rise in default risk[60] - The group has been actively managing its resources across different segments to optimize investment returns amid economic challenges[53]

Financial Performance - For the year ended December 31, 2022, total revenue was HKD 26,134, a decrease of 64.3% from HKD 73,267 in 2021[6] - The gross loss for the year was HKD 4,194, compared to a gross profit of HKD 856 in the previous year[6] - The net loss for the year was HKD 68,758, which represents an increase of 30.6% from a net loss of HKD 52,620 in 2021[6] - Administrative expenses rose significantly to HKD 47,516, up from HKD 32,458 in the prior year, marking a 46.4% increase[6] - The company reported a basic and diluted loss per share of HKD 51.52, slightly improved from HKD 52.92 in the previous year[8] - The company recorded a loss attributable to owners of approximately HKD 62,359,000 for the year ended December 31, 2022[23] - The company reported a loss attributable to shareholders of HKD 62,359,000 for 2022, compared to a loss of HKD 51,270,000 in 2021[31] - The company incurred a loss attributable to owners of approximately HKD 62,359,000 for the year, compared to a loss of HKD 51,270,000 in 2021[50] - The company reported a significant increase in employee costs, with total employee costs amounting to HKD 12,798,000 in 2022 compared to HKD 18,237,000 in 2021[29] - The company has experienced continuous losses in recent years but believes it will have sufficient working capital to meet its operational cash flow needs for the next twelve months[23] Assets and Liabilities - The company's total assets decreased to HKD 98,095 from HKD 165,213, reflecting a decline of 40.5%[9] - Current liabilities amounted to HKD 90,161, down from HKD 108,143, indicating a reduction of 16.6%[9] - The company's equity attributable to owners decreased to HKD 35,618 from HKD 88,274, a decline of 59.7%[10] - Current liabilities exceeded current assets by approximately HKD 63,788,000 as of December 31, 2022[23] - Total borrowings amounted to approximately HKD 37,781,000, while cash and cash equivalents were approximately HKD 1,161,000[23] - As of December 31, 2022, the company's current liabilities exceeded its current assets by approximately HKD 63,788,000, with total borrowings around HKD 37,781,000 and cash and cash equivalents of only about HKD 1,161,000[46] - The total liabilities as of December 31, 2022, were approximately HKD 90,161,000, compared to HKD 109,533,000 in 2021, resulting in a debt-to-asset ratio of 0.56[73] Cash Flow and Financing - The net cash used in operating activities was approximately HKD 24,552,000 for the same period[23] - The company has entered into revolving loan agreements totaling HKD 20 million to support its working capital[26] - The company is actively exploring additional financing options, including rights issues and issuance of new shares, depending on market conditions[26] - The company is negotiating with creditors for potential debt capitalization to reduce liabilities and expand the shareholder base[26] - The company is focusing on improving operational performance and cash flow by negotiating for additional distribution rights with suppliers[107] - The board has established a revolving loan agreement with two executive directors to provide a total of HKD 20 million in financing for operational needs[108] Business Operations - The company operates primarily in one-stop value chain services, property investment, distribution, lending services, and financial services[13] - The company is expanding its product portfolio and increasing the number of suppliers and customers to develop its existing business[23] - The company aims to reduce expenses, including administrative and operational costs, to improve overall profitability[26] - The company is focusing on maintaining good relationships with existing clients and seeking new clients in its one-stop value chain service business, which has been affected by budget cuts during the pandemic[92] - The financial services segment performed poorly, leading the board to decide to scale down this business and reallocate resources to more promising areas[98] Compliance and Reporting - The company has confirmed that all information provided is accurate and complete, with no misleading elements[2] - The company has applied the revised Hong Kong Financial Reporting Standards for the first time in the current year, which did not have a significant impact on the financial statements[14][15] - The company has not early adopted any new or revised Hong Kong Financial Reporting Standards that have been issued but are not yet effective[22] - The company is committed to transparency in financial reporting[115] - The board of directors is actively involved in overseeing company performance[115] Future Outlook - The outlook for the Hong Kong economy is expected to improve significantly in Q1 2023, driven by strong inbound tourism and domestic demand, despite challenges in external demand due to slowing growth in developed economies[91] - The company is positioned for potential market expansion and acquisitions[115] - Future strategies may involve new product development and technological advancements[115] Miscellaneous - The company’s registered office is located at Clarendon House, 2 Church Street, Hamilton HM11, Bermuda[13] - The company has not declared or proposed any dividends for the year ended December 31, 2022[29] - The company completed the acquisition of additional equity interests in a subsidiary in Shenzhen, China, for a cash consideration of HKD 55,000,000[77] - The company sold 34% of its subsidiary Luxury Regal Limited for HKD 136,000, followed by two additional sales of 33% each for HKD 132,000 on October 15 and October 31, 2022[80] - The group’s capital commitments as of December 31, 2022, were approximately HKD 33,956,000, a decrease from HKD 47,628,000 in 2021[86]

Revenue and Sales - The company's revenue increased by approximately HKD 8,000,000 due to a sales contract with an independent third party for plastic sales worth RMB 6,900,000 (approximately HKD 8,000,000) at the end of 2021[4] - The company experienced delays in recognizing revenue due to COVID-19 infections among accounting staff, which affected the timely submission of sales contracts[6] Loans and Receivables - The total principal and interest amount of the loans in China as of December 31, 2021, was approximately RMB 15,300,000 (approximately HKD 18,740,000), with a total credit loss provision of approximately RMB 7,210,000 (approximately HKD 8,830,000)[9] - As of December 31, 2021, the total outstanding principal amount of loans granted in Hong Kong was HKD 8,330,000, with interest rates ranging from 8% to 36%[17] - The total outstanding principal amount of loans granted in China was RMB 14,900,000 (approximately HKD 17,760,000), with interest rates between 8% and 12%[17] - The total receivables from Hong Kong and China loans amounted to HKD 27,390,000 before credit loss provisions[19] - The total loan interest income for the year ended December 31, 2021, was approximately HKD 1,180,000, a decrease from HKD 2,280,000 in 2020[20] - The recognized impairment loss on total receivables was approximately HKD 15,550,000 as of December 31, 2021, significantly up from HKD 8,180,000 in 2020[21] - The largest borrower accounted for approximately 23.14% of the total receivables, with a principal amount of RMB 5,180,000 (approximately HKD 6,340,000)[19] - The company has received partial repayments of interest and principal from Chinese loans in 2022, with further repayment proposals under consideration[23] - The credit loss provision for the Chinese loans was approximately HKD 8,830,000 as of December 31, 2021[17] Impairment and Losses - An increase in expected credit loss under the expected credit loss model amounted to approximately HKD 8,000,000, primarily due to impairment losses on other receivables related to loans provided to seven individuals in China[7] - The impairment loss on paid deposits increased by approximately HKD 5,000,000 related to property acquisition deposits[10] - The fair value of the properties (net of selling costs) as of December 31, 2021, was approximately RMB 20,908,000 (approximately HKD 25,601,000), with an impairment loss on paid deposits of approximately RMB 4,517,000 (approximately HKD 5,445,000) recognized for the year[13] Business Strategy and Future Plans - The company is actively seeking buyers for properties to recover and control funds to settle outstanding loans[11] - The company plans to test the waters in the Chinese market by providing microloans to explore new business opportunities[7] - The company plans to only consider loans to independent third parties with collateral due to economic uncertainties[24] - The company has implemented internal control procedures for credit assessments, including evaluating potential borrowers' backgrounds and credit histories[25] - The company will follow up with customers for overdue loans and may initiate legal action if payments are not made[28] Financial Adjustments and Reporting - The company has made adjustments to the financial statements based on updated assessments from independent valuers and auditors regarding the fair value of properties and impairment losses[13] - The company anticipates that the impact of the adjustments on the final results will not be significant[6] - The announcement is made in accordance with GEM listing rules to provide information about the company[30] - The exchange rates used for conversion are 1.1919 HKD to 1 CNY for the year ending December 31, 2020, and 1.2245 HKD to 1 CNY for the year ending December 31, 2021[30]