股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 | 1. 股份分類 | 普通股 | | 股份類別 | 不適用 | | 於香港聯交所上市 (註1) | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 08308 | 說明 | | | | | | | | | | 已發行股份（不包括庫存股份）數目 | | | 庫存股份數目 | | 已發行股份總數 | | | 上月底結存 | | | | 1,245,800,767 | | 0 | | 1,245,800,767 | | 增加 / 減少 (-) | | | | 0 | | | | | | 本月底結存 | | | | 1,245,800,767 | | 0 | | 1,245,800,767 | 第 2 頁 共 10 頁 v 1.1.1 | 截至月份: | 2025年7月31日 | | | | 狀態: 新提交 | | --- | --- | --- | --- | --- | --- | | 致：香港交易及結算所有限公司 | | | ...

Group 1 - The stock price of Gu Dou Holdings (08308.HK) closed at HKD 0.053 on June 20, down 8.62% from the previous trading day, reaching a new low of HKD 0.052 during the day [1] - The net capital flow for the day showed an inflow of HKD 3.49 million, with a total inflow of HKD 119.22 million and outflow of HKD 84.29 million [1] - Gu Dou Holdings operates the Gu Dou Hot Spring Resort, a well-known brand in China's integrated hot spring resort sector, located in Jiangmen City, Guangdong Province [1] Group 2 - The Gu Dou Hot Spring Resort spans nearly 650,000 square meters and features six themed hotels, various recreational facilities, and a conference center [1] - The resort includes a water park with attractions such as water slides and artificial wave machines [1] - In addition to the resort, Gu Dou Holdings has expanded its business into tourism property development, including villas and apartments within the resort [2]

Financial Performance - The company's revenue for the year ended December 31, 2024, was RMB 53,381,000, representing a 1.3% increase from RMB 52,684,000 in 2023[13] - Revenue from hot spring resort and hotel operations, as well as consulting and management services, decreased by 6.3% to RMB 45,062,000 from RMB 48,083,000[13] - Revenue from tourism property development surged by 80.8% to RMB 8,319,000 compared to RMB 4,601,000 in the previous year[13] - The company reported an operating loss of RMB 31,546,000, a significant improvement of 65.8% from the loss of RMB 92,175,000 in 2023[13] - The net loss attributable to the company's owners for the period was RMB 50,808,000, down 48.4% from RMB 98,530,000 in the prior year[13] - Basic and diluted loss per share improved by 50.3% to RMB 4.45 from RMB 8.95 in 2023[13] - The adjusted EBITDAF for the year was RMB 6,394,000, compared to a loss of RMB 6,226,000 in the previous year[13] - The adjusted net loss for the year was RMB 49,337,000, an improvement from a loss of RMB 98,530,000 in the previous year[18] - The net loss for the year was approximately RMB 50.8 million, a decrease from RMB 98.5 million in the previous year, with a net loss rate improving from 187.0% to 95.2%[34] Revenue Breakdown - Revenue from the company's hot spring resort and hotel operations decreased by approximately 6.3% to about RMB 45.1 million, primarily due to declines in ticket sales, dining, conference fees, and rental income[69] - The average occupancy rate for luxury resorts was 31% in 2024, down from 33% in 2023, while the mid-range resorts saw a decrease from 27% to 25%[19] - The average room rate for luxury resorts decreased to RMB 541 from RMB 648, and for mid-range resorts, it fell to RMB 168 from RMB 204[19] - Revenue from tourism property development increased by approximately 80.8% to about RMB 8.3 million, driven by a stable real estate market environment[73] Operational Highlights - The company completed eight tourism property projects, enhancing its portfolio in the wellness and leisure sector[5] - The flagship Gudou Hot Spring Resort is recognized as a national AAAA-level tourist attraction, contributing to the company's brand value[6] - The company aims to enhance guest experiences through its wellness and health-focused services, aligning with its vision of improving quality of life[5] - The company introduced new health and wellness initiatives, including AI-driven health screenings and traditional Chinese medicine services, enhancing visitor experience and increasing revenue[23] - The company plans to continue diversifying its business model by integrating various cultural and wellness tourism offerings into its operations[24] Financial Position - As of December 31, 2024, the group had bank and cash balances of approximately RMB 1.5 million[36] - The group had outstanding bank loans of RMB 215.8 million as of December 31, 2024, with a capital debt ratio increasing from 1.23 to 1.38[38] - Approximately RMB 478.1 million of the group's assets were mortgaged to obtain bank financing as of December 31, 2024[39] Compliance and Governance - The audit committee has reviewed the basis for the audit opinion regarding the consolidated financial statements for the year ending December 31, 2024, and management's response to the audit qualification[49] - The company has complied with significant laws and regulations affecting its business operations, as detailed in the Environmental, Social, and Governance report[92] - The company has established four board committees: Audit Committee, Nomination Committee, Remuneration Committee, and Compliance Committee to enhance governance[146] - The Audit Committee held four meetings during the period, with all members present except for one, focusing on reviewing the group's annual and interim performance[149] Shareholder Information - The total reserves available for distribution to shareholders as of December 31, 2024, is approximately RMB 292,300,000, a slight decrease from RMB 292,500,000 in 2023[94] - The company does not recommend any final dividend payment for the current year, with no final dividend distributed[93] - The total number of shares available for issuance under the share option plan is 92,627,400, representing 7.4% of the total shares issued as of the report date[102] Environmental and Social Responsibility - The group aims to integrate climate-related issues and ESG elements into its long-term business strategy, focusing on sustainable development goals[186] - The report covers the group's overall performance in environmental and social aspects for the fiscal year 2024, from January 1, 2024, to December 31, 2024[190] - The board is committed to continuously reviewing and monitoring the group's ESG performance and will provide consistent, comparable, and reliable ESG data annually[192] - The group has established clear short-term and long-term sustainability vision goals, progressing towards these goals after implementing measures to reduce emissions and resource usage[186]

Financial Performance - For the fiscal year ending December 31, 2024, the company reported total revenue of RMB 53,380,000, a slight increase of 1.32% from RMB 52,684,000 in the previous year[3] - The company experienced a gross loss of RMB 6,208,000, compared to a gross loss of RMB 5,243,000 in the prior year, indicating a deterioration in gross margin[3] - Operating loss improved significantly to RMB 31,546,000 from RMB 91,523,000 year-over-year, reflecting better operational efficiency[3] - The net loss attributable to shareholders for the year was RMB 50,808,000, down from RMB 98,529,000 in the previous year, showing a reduction in overall losses[3] - Total revenue for the year ended December 31, 2024, was RMB 53,380,000, compared to RMB 52,684,000 for 2023, representing an increase of approximately 1.32%[21] - Hotel and resort operations generated RMB 45,061,000 in revenue for 2024, down from RMB 48,083,000 in 2023, a decrease of about 6.29%[21] - The company reported a net loss attributable to owners of RMB 50,808,000 for 2024, an improvement from a loss of RMB 98,529,000 in 2023, indicating a reduction in losses by approximately 48.6%[26] - Revenue for the year was approximately RMB 53,400,000, representing an increase of about 1.3% compared to the previous year, driven by an increase in tourism property development revenue[57] - Revenue from the hot spring resort and hotel operations decreased by approximately 6.3% to about RMB 45,100,000, primarily due to declines in ticket sales, dining, conference fees, and rental income[59] Assets and Liabilities - Total assets increased to RMB 958,528,000 from RMB 921,064,000, indicating growth in the company's asset base[4] - Total liabilities rose to RMB 784,031,000 from RMB 736,276,000, reflecting an increase in financial obligations[5] - Current liabilities exceeded current assets by approximately RMB 305,135,000 as of December 31, 2024[16] - The group has outstanding loans of approximately RMB 134,946,000, which are overdue, with cash and bank balances of only about RMB 1,450,000[16] - The group reported liabilities related to the dissolution of the joint venture totaling RMB 64,137,000 as of December 31, 2024, unchanged from 2023[48] Cash Flow and Liquidity - The company's cash and bank balances decreased to RMB 1,450,000 from RMB 3,575,000, indicating a decline in liquidity[4] - The group’s cash and bank balance as of December 31, 2024, was approximately RMB 1,500,000[81] - The group has secured bank financing of RMB 230,000,000, with an unused loan amount of RMB 205,060,000 as of December 31, 2024[18] - A new loan financing of RMB 50,000,000 has been signed with an independent third party, maturing in 2027[18] Operational Strategy and Future Outlook - The company plans to continue focusing on operational improvements and exploring new market opportunities to enhance future performance[3] - The group is optimistic about the recovery of its hotel and resort operations in 2024, expecting continued recovery in 2025[18] - The group plans to adjust sales strategies to improve sales volume and amounts following the dissolution of the joint venture[18] - The company aims to enhance its brand presence in China by providing high-quality products and services, with several promotional events planned for 2024 to boost the Gu Dou brand[66] - The company is focused on adapting its business model to the post-COVID-19 environment, emphasizing health and wellness as core components of its offerings[61] Joint Venture and Legal Matters - Guangdong Gudu has entered into a joint venture agreement with Guangdong Aoyuan, sharing net income from the joint business at 30% and 70% respectively[31] - The court ruled to dissolve the joint venture effective May 19, 2023, confirming the validity of the loan agreements[35] - Following the dissolution, the company became the sole legal owner of unsold properties, with an estimated market value of approximately RMB 64.14 million recognized as acquired properties[36] - The court ruled that Aoyuan must pay Guangdong Gudu RMB 10,000,000 as a penalty for breach of contract, which has been recognized as other income in the financial statements[53] Financial Reporting and Compliance - The new Hong Kong Financial Reporting Standard No. 18 will impact the presentation and disclosure of the income statement in future financial reports[12] - The group is assessing the detailed impact of the new standards on its consolidated financial statements[12] - The independent auditor expressed a reservation regarding the substantial uncertainty related to the group's ability to continue as a going concern[46] - The consolidated financial statements reflect the group's financial position as of December 31, 2024, in accordance with Hong Kong Financial Reporting Standards[47] Employee and Operational Costs - The total employee costs for the years ending December 31, 2023, and December 31, 2024, were approximately RMB 22.8 million and RMB 23.6 million, respectively[88] - The group’s administrative expenses decreased by 3.0% to approximately RMB 26,000,000, attributed to lower employee costs and audit fees[78] Shareholder Information - The company did not declare or pay any dividends for the year ended December 31, 2024, consistent with 2023[24] - The annual general meeting of shareholders is scheduled for June 20, 2025, in Hong Kong[97] - The company will suspend the transfer of shares from June 13, 2025, to June 20, 2025, to determine the eligibility of shareholders attending the annual general meeting[100]

Financial Performance - The group reported revenue of RMB 22,494,000 for the six months ended June 30, 2024, a decrease of 3.8% compared to RMB 23,382,000 in the same period of 2023[2]. - The gross loss improved to RMB (2,239,000) from RMB (4,246,000), indicating a reduction in losses[2]. - Operating loss decreased significantly to RMB (23,246,000) from RMB (47,525,000), reflecting improved operational efficiency[2]. - The total comprehensive loss for the period was RMB (28,225,000), down from RMB (47,051,000) in the previous year, showing a 40% reduction[3]. - Basic and diluted loss per share improved to RMB (2.4) from RMB (4.4) year-on-year[4]. - The company incurred a total loss of RMB 27,621,000 for the six months ended June 30, 2024, compared to a loss of RMB 46,380,000 in the previous period[10]. - The loss for the six months ended June 30, 2024, was approximately RMB 29,800,000, a significant improvement from a loss of RMB 46,400,000 in the same period of 2023, representing a reduction of 35.8%[42]. Assets and Liabilities - Total assets as of June 30, 2024, were RMB 894,290,000, a decrease from RMB 921,064,000 as of December 31, 2023[5]. - Total liabilities remained stable at RMB 736,248,000 compared to RMB 736,276,000 at the end of 2023[6]. - The company's equity decreased to RMB 158,042,000 from RMB 184,788,000, indicating a decline in shareholder value[6]. - As of June 30, 2024, the company had total borrowings of RMB 216,083,000, slightly down from RMB 219,567,000 as of December 31, 2023[29]. - The company's net receivables as of June 30, 2024, were RMB 978,000, compared to RMB 4,852,000 as of December 31, 2023[25]. - The total future minimum lease payments receivable as of June 30, 2024, were RMB 21,025,000, down from RMB 22,459,000 as of December 31, 2023[30]. Revenue Sources - The segment revenue from hotel and resort operations was RMB 22,494,000, while the segment loss was RMB (17,798,000) for the same period[17]. - The company generated RMB 6,938,000 from ticket sales at the hot spring valley, an increase of 38.4% from RMB 5,015,000 in the previous year[15]. - Revenue from ticket sales increased by approximately 38.3% to about RMB 6,900,000 compared to the previous year[42]. - Room revenue from themed hotels decreased by approximately 28.3% to about RMB 7,500,000 compared to the same period in 2023[42]. - The average room rate for hotels decreased from approximately RMB 311 to RMB 280, reflecting a decline of about 10%[42]. Cash Flow - The net cash generated from operating activities for the six months ended June 30, 2024, was RMB 8,182,000, a significant improvement from a net cash outflow of RMB (4,935,000) in the same period of 2023[12]. - The financing activities resulted in a net cash outflow of RMB (7,928,000) for the six months ended June 30, 2024, compared to an inflow of RMB 17,419,000 in the previous year[12]. - The company reported a decrease in cash and cash equivalents to RMB 2,811,000 at the end of the period, down from RMB 15,155,000 at the end of June 30, 2023[12]. Strategic Initiatives - The company aims to enhance its market presence and explore new strategies for growth in the upcoming quarters[2]. - The company plans to develop five-star hotels and wellness facilities, indicating a strategic focus on expanding its hotel and resort operations[17]. - The group aims to enhance its position in the hot spring and hotel industry, continuing to pursue new opportunities for management services in potential target cities[38]. - The group plans to continue promoting the "Gudu" brand through various events, including the Gudu Kung Fu Hot Spring Festival and the Gudu Dragon Boat Festival[39]. - Property sales will be a focus for the remainder of 2024, with potential positive impacts from the sales and delivery of specific properties[53]. - The group aims to diversify revenue sources by providing consulting services to potential leisure hotels and resorts[53]. - The group plans to enhance room revenue and income from entry fees and dining through various promotional activities during the summer[53]. Corporate Governance - The company is committed to high standards of corporate governance, although the chairman and CEO positions are held by the same individual, which is an exception to the governance code[60]. - The board will regularly review the necessity of appointing different individuals to the roles of chairman and CEO to maintain good governance[60]. - The company has adopted a code of conduct for securities trading by directors, confirming compliance with the GEM listing rules during the period[57]. - No directors or controlling shareholders held any interests in businesses that compete or may compete with the group as of June 30, 2024[58]. Employee Information - As of June 30, 2024, the group employed 236 full-time employees, with approximately 97.5% based in China and 2.5% in Hong Kong[51]. - Employee costs for the six months ended June 30, 2024, were approximately RMB 11,800,000, compared to RMB 11,200,000 for the same period in 2023[51]. - The group emphasizes gender diversity among employees, with approximately 99 male and 137 female employees as of June 30, 2024[51]. Share Options and Capital - The company has a share option plan adopted in November 2016, which is unconditional and lasts for 10 years[61]. - Share options granted during the period include 11,000,000 options with an exercise price of 0.1, valid from June 27, 2024[61]. - The total number of stock options available for grant at the beginning and end of the period was 40,718,900 and 289,300 respectively, with no limits set for service providers[66]. - The total number of shares issued during the period was 39,000,000, with a total expense of HKD 68,400,700[66].

Financial Performance - Revenue for the six months ended June 30, 2024, was RMB 22,494,000, a decrease of 3.8% compared to RMB 23,382,000 for the same period in 2023[2] - Gross loss for the period was RMB 26,899,000, compared to a gross loss of RMB 25,621,000 in the previous year, indicating an increase in loss[2] - Operating loss decreased to RMB 23,246,000 from RMB 47,525,000 year-on-year, showing an improvement of 51.1%[2] - Loss before tax improved to RMB 29,296,000 from RMB 54,717,000, reflecting a reduction of 46.5%[2] - Total comprehensive loss for the period was RMB 28,225,000, down from RMB 47,051,000 in the previous year, a decrease of 40.0%[2] - The company reported a basic and diluted loss per share of RMB 2.4 for the six months ended June 30, 2024, compared to RMB 4.4 for the same period in 2023[2] - The company reported a total loss of RMB (27,621) thousand for the period, with hotel and resort operations contributing RMB (17,798) thousand and property development contributing RMB (3,616) thousand to the losses[19] - The loss for the six months ended June 30, 2024, was approximately RMB 29.8 million, a significant improvement from a loss of RMB 46.4 million in the same period of 2023, representing a reduction of 35.9%[43] - The net loss for the six months ended June 30, 2024, was approximately RMB 27.6 million, a reduction of about 40.4% from RMB 46.4 million in the same period of 2023[50] Assets and Liabilities - Total assets as of June 30, 2024, were RMB 894,290,000, a decrease from RMB 921,064,000 as of December 31, 2023[3] - Current liabilities increased to RMB 552,573,000 from RMB 550,831,000, indicating a slight rise in obligations[3] - Total equity decreased to RMB 158,042,000 from RMB 184,788,000, reflecting a decline of 14.5%[5] - Non-current assets decreased to RMB 702,996,000 from RMB 723,505,000, indicating a reduction in long-term investments[3] - The company's total assets amounted to RMB 894,290 thousand, with total liabilities of RMB 736,248 thousand, indicating a leverage ratio that needs to be monitored[19] - Total net receivables decreased to RMB 978,000 from RMB 4,852,000 as of December 31, 2023, indicating a significant reduction in outstanding receivables[31] - The company's bank loans amounted to RMB 216,083,000 as of June 30, 2024, slightly down from RMB 219,567,000 at the end of the previous year[33] - The total accounts payable increased to RMB 57,585,000 from RMB 51,515,000, indicating a rise in obligations[32] - The capital-to-debt ratio increased from approximately 1.23 to 1.42 due to a decrease in total equity[52] Cash Flow - The net cash generated from operating activities was RMB 8,182 thousand, a turnaround from a net cash outflow of RMB (4,935) thousand in the previous year[12] - Cash and cash equivalents decreased to RMB 2,811 thousand at the end of the period from RMB 15,155 thousand at the beginning of the period[12] - The company’s financing activities resulted in a net cash outflow of RMB (7,928) thousand, compared to a net inflow of RMB 17,419 thousand in the previous year[12] - As of June 30, 2024, the group's bank and cash balance is approximately RMB 3,400,000[51] Revenue Breakdown - Revenue from resort operations for the six months ended June 30, 2024, was RMB 22,494 thousand, a decrease from RMB 23,381 thousand in the same period last year[15] - Revenue from ticket sales at the hot spring valley increased to RMB 6,938 thousand from RMB 5,015 thousand year-over-year, reflecting a growth of approximately 38.3%[16] - The company’s total revenue from room revenue was RMB 7,472 thousand, down from RMB 10,415 thousand in the previous year, indicating a decline of approximately 28.5%[16] - Revenue from the group's largest customer was RMB 4,600,000, accounting for 20.5% of total revenue, compared to RMB 3,900,000 or 16.6% in the previous period[23] Operational Insights - The average room rate for themed hotels decreased from approximately RMB 311 to RMB 280, a decline of about 10%[44] - The occupancy rate for themed hotels dropped from approximately 28% to 22%[44] - Employee costs for the six months ended June 30, 2024, were approximately RMB 11,800,000, compared to RMB 11,200,000 for the same period in 2023[54] - The group employs 236 full-time employees, with approximately 97.5% based in China[54] Future Plans and Strategies - The company plans to continue expanding its resort operations and property development services in Guangdong Province, focusing on enhancing service offerings and operational efficiency[18] - The company plans to continue sales and delivery of the Gu Dou Yi Shui Ming Ting property in the second half of 2024[45] - Property sales will remain a focus for the remainder of 2024, with potential positive impacts from the sales and delivery of specific properties[58] - The group aims to enhance its position in the hot spring and hotel industry while preparing to expand its tourism property development business[38] - The group aims to diversify income sources through consulting services for potential leisure hotels and resorts[58] Stock Options and Securities - The company has a stock option plan adopted on November 18, 2016, which became unconditional after listing and is valid for 10 years[63] - The exercise price for stock options granted on April 5, 2017, was HKD 0.62, with a total of 4,900,000 options granted[63] - On June 20, 2022, stock options were granted at an exercise price of HKD 0.1742, totaling 5,694,100 options, with 602,700 options exercised during the period[63] - A new stock option grant on June 27, 2024, has an exercise price of HKD 0.1, with a total of 11,000,000 options available for exercise[63] - The total number of stock options available for exercise as of June 30, 2024, is 68,400,700[64] - The fair value of stock options estimated at the grant date was approximately HKD 2,700,000, equivalent to about HKD 0.06 per option[66] - The company did not purchase, redeem, or sell any of its securities during the six months ending June 30, 2024[67] Compliance and Governance - The audit committee reviewed the unaudited financial performance for the six months ending June 30, 2024, ensuring compliance with applicable accounting standards[68] - The group has no foreign exchange hedging policy but continues to monitor related risks[53] - The group does not recommend any interim dividend for the six months ended June 30, 2024[57] - The group has no tax provisions for Hong Kong profits tax as there were no taxable profits generated in Hong Kong during the period[24] Development Projects - The company is developing a tourism property project called "Gu Dou Phase II Apartment" in collaboration with Guangdong Aoyuan, located within the Gu Dou Hot Spring Resort[69] - The total area of the target land for development is approximately 67,860.7 square meters, legally owned by Guangdong Gu Dou[71] - The deferred tax liabilities decreased from RMB (8,338) to RMB (1,675) during the reporting period, reflecting improved tax management[25]

Revenue Performance - Revenue for the year ended December 31, 2023, was RMB 52.684 million, representing a 25.7% increase from RMB 41.9 million in 2022[12] - Revenue from the resort and hotel operations, along with consulting and management services, was RMB 48.083 million, up 15.9% from RMB 41.481 million in the previous year[12] - Revenue from tourism property development surged to RMB 4.601 million, a remarkable increase of 998.1% compared to RMB 419 thousand in 2022[12] - The company reported a revenue of approximately RMB 52.7 million for the fiscal year 2023, an increase of about 25.7% compared to RMB 41.9 million in 2022[27] - The revenue from the company's hot spring resort and hotel operations increased by approximately 15.9% to RMB 48.1 million, driven by a rise in visitor numbers due to the easing of social distancing measures[27] - The revenue from tourism property development surged by approximately 998% to RMB 4.6 million, attributed to the increased total construction area delivered and sold[27] Financial Losses and Improvements - The company reported an operating loss of RMB 92.175 million, a 31.0% improvement from the operating loss of RMB 133.667 million in 2022[12] - The net loss attributable to the company’s owners for the period was RMB 98.530 million, down 25.7% from RMB 132.693 million in the previous year[12] - Basic and diluted loss per share improved to RMB 8.95, a decrease of 33.8% from RMB 13.51 in 2022[12] - EBITDA loss for the year was RMB 60.076 million, a 39.7% reduction from RMB 99.605 million in 2022[12] - Adjusted net loss decreased by 23.4% to RMB 98.530 million from RMB 128.682 million in the previous year[12] - The company recorded a net loss for the year of RMB (98,530) thousand, a slight improvement from RMB (132,693) thousand in the previous year[18] - The group's net loss for the year was approximately RMB 98,500,000, a decrease from the net loss of approximately RMB 132,700,000 for the previous year, reflecting a reduction in financial asset impairment losses and provisions for properties held for sale[36] Operational Metrics - The average occupancy rate for luxury resorts improved to 33% in 2023 from 30% in 2022, while the overall average occupancy rate rose to 28% from 25%[19] - The average room rate for luxury resorts was RMB 648, a decrease from RMB 675 in the previous year[19] - The occupancy rate of the company's seven themed hotels rose from approximately 26% to about 28%, while the average room rate increased from approximately RMB 276.6 to RMB 283.3[81] Cost Management - The company’s sales costs decreased by approximately 30.2% to RMB 57.9 million, primarily due to reduced impairment losses on properties held for sale[28] - Selling expenses increased by approximately 35.8% to RMB 6,000,000, driven by increased sales and other tax expenses due to higher revenue[33] - Administrative expenses decreased by approximately 6.8% to RMB 26,800,000, mainly due to reduced employee costs[34] Strategic Initiatives - Gudou Holdings aims to expand its wellness and tourism offerings, focusing on enhancing guest experiences and property development[6] - The company plans to enhance scenic areas to cater to the changing preferences of younger travelers, while diversifying its business operations[25] - The company aims to closely monitor changes in domestic and international tourism markets to adjust its product offerings accordingly[24] - The company plans to continue expanding its tourism property development business and has adopted standardized development procedures to enhance resource efficiency[87] - The company is focused on health and wellness, believing that demand for health-related services will continue to grow post-pandemic[83] Governance and Compliance - The independent auditor's report highlighted unresolved issues related to the financial data of the joint venture with Guangdong Aoyuan, including a lack of cooperation in providing necessary records[53] - An independent review revealed doubts regarding a RMB 15,000,000 loan under a commitment letter and identified several internal control deficiencies[54] - The company has established internal monitoring systems to check the expiration dates of necessary qualifications and government approvals for its business operations[95] - The company has complied with the corporate governance code, with the exception of the chairman and CEO roles being held by the same individual, which the board believes enhances operational efficiency[150] - The board of directors has established four committees: Audit Committee, Nomination Committee, Remuneration Committee, and Compliance Committee, to enhance governance effectiveness[158] Shareholder Information - The total reserves available for distribution to shareholders as of December 31, 2023, amounted to approximately RMB 292,500,000, a decrease from RMB 310,700,000 in 2022[103] - The company has not proposed any final dividends for the year, with no dividends distributed during the year[102] - The company has not issued any shares, bonds, or similar securities during the reporting period[98] Risk Management - The group has integrated risk management procedures into its business planning and monitoring processes, continuously assessing and monitoring significant risks[185] - The board reviews the effectiveness of the risk management and internal control systems at least annually, covering financial, operational, compliance monitoring, and risk management functions[187] - An independent investigation revealed insufficient internal control policies and procedures for joint ventures, leading to unclear roles and responsibilities for employees[189] Employee and Operational Structure - The group employed 246 full-time employees as of December 31, 2023, with employee costs for the year amounting to approximately RMB 22,600,000[48] - The company has maintained a quality control team to monitor the operational quality of its hot spring resorts and hotels, ensuring high service standards[92]

Financial Performance - The total revenue for the year ended December 31, 2023, was RMB 52,684,000, an increase of 25.9% compared to RMB 41,900,000 in 2022[4] - The gross loss for the year was RMB 5,243,000, significantly improved from a gross loss of RMB 41,112,000 in the previous year[4] - Operating loss decreased to RMB 91,523,000 from RMB 133,667,000 year-over-year, indicating a reduction of 31.6%[4] - The net loss attributable to owners of the company for the year was RMB 98,529,000, down from RMB 132,693,000 in 2022, representing a 25.7% improvement[4] - Basic and diluted loss per share improved to RMB 8.95 from RMB 13.51 in the previous year[4] - The group recorded a revenue of approximately RMB 52,700,000 for the year, representing an increase of about 25.7% compared to the previous year[76] - Revenue from the hot spring resort and hotel operations increased by approximately 15.9% to about RMB 48,100,000, driven by higher ticket sales, dining, conference fees, and rental income[76] - The net loss for the year was approximately RMB 98.5 million, a reduction from RMB 132.7 million in the previous year, primarily due to decreased impairment losses[102] - The group's net loss margin improved to approximately 187.0%, down from 316.7% in the previous year[102] Assets and Liabilities - Total assets as of December 31, 2023, were RMB 921,064,000, a slight decrease from RMB 937,933,000 in 2022[5] - Total liabilities increased to RMB 736,276,000 from RMB 684,932,000, reflecting a rise of 7.5%[7] - Current liabilities exceeded current assets by approximately RMB 353,272,000, indicating liquidity challenges[13] - The group's total payables as of December 31, 2023, amounted to RMB 51,515,000, showing an increase from RMB 50,933,000 in the previous year[61] Cash Flow and Financing - Cash and bank balances stood at RMB 3,575,000, up from RMB 3,356,000 in 2022, showing a slight increase in liquidity[5] - As of December 31, 2023, the group has a bank loan of RMB 111,006,000 and is actively negotiating with banks to extend the repayment schedule[16] - The group has secured a new uncommitted bank financing of RMB 230,000,000 to replace an existing unused bank financing of RMB 150,000,000 due on June 30, 2024[16] - The group is actively seeking other financing sources to improve its financial condition and support operations[18] Operational Challenges - The company reported a fair value loss on investment properties of RMB 53,850,000, compared to RMB 27,110,000 in the previous year[4] - The group is facing significant uncertainty regarding its ability to continue as a going concern due to financial difficulties and legal disputes with Guangdong Aoyuan[16] - The group has delayed payments of current taxes, including corporate income tax and land appreciation tax, due to negotiations with tax authorities[16] - The group has been unable to obtain complete financial records from the joint venture business, impacting the audit scope and findings[72] Joint Venture and Legal Issues - Following the dissolution of the joint venture, the group is adjusting its sales strategy to improve sales volume and cash collection[18] - The group has acknowledged the potential for disputes related to joint venture profits due to Guangdong Aoyuan's failure to fulfill its obligations under the joint venture agreement[54] - The independent investigation revealed doubts regarding the validity of the loan agreements and a commitment letter for RMB 15,000,000, indicating potential internal control deficiencies[49] - The company has been unable to resolve disputes regarding the loan agreements and commitment letter with Guangdong Aoyuan, pending further court decisions[50] Future Outlook and Strategy - The group is optimistic about the recovery of its hotel and resort operations in 2024, expecting to generate cash flow from these operations[18] - The company plans to expand its tourism property development business by adopting standardized development procedures for more efficient use of funds and resources[86] - The company aims to enhance its position in the hot spring and hotel industry by replicating its business model and providing management services to other hot spring resort owners[86] - Future outlook indicates a projected revenue growth of 20% for the upcoming fiscal year, driven by new product launches and market expansion strategies[134] Corporate Governance and Compliance - The independent auditor's report disclosed a reservation of opinion regarding the financial information of the joint venture with Guangdong Aoyuan, primarily due to a lack of cooperation in providing necessary records[117] - The audit committee has been established and consists of all independent non-executive directors, ensuring compliance with corporate governance codes[126] - The company has complied with the corporate governance code, with a noted deviation regarding the dual role of the chairman and CEO[124]

Financial Performance - Revenue for the third quarter of 2023 reached RMB 10,692,000, an increase of 8% compared to RMB 9,905,000 in the same period of 2022[4] - The cost of sales for the third quarter was RMB 12,585,000, resulting in a gross loss of RMB 1,893,000, compared to a gross loss of RMB 911,000 in Q3 2022[4] - Operating loss for the nine months ended September 30, 2023, was RMB 68,485,000, significantly higher than RMB 29,753,000 for the same period in 2022, indicating a deterioration in operational performance[4] - The company reported a net loss of RMB 21,127,000 for the third quarter of 2023, compared to a net loss of RMB 11,351,000 in Q3 2022, reflecting a 86% increase in losses year-over-year[4] - Total comprehensive loss for the nine months ended September 30, 2023, was RMB 68,367,000, compared to RMB 42,007,000 for the same period in 2022, representing a 63% increase[5] - The company incurred a fair value loss on investment properties of RMB 45,150,000 for the nine months ended September 30, 2023, compared to RMB 2,420,000 in the same period of 2022[4] - Basic and diluted loss per share for the third quarter of 2023 was RMB 6.0, compared to RMB 1.8 for the same period in 2022[6] - The net loss for the nine months ended September 30, 2023, was approximately RMB 67,500,000, compared to a net loss of RMB 40,400,000 for the same period in 2022[24] - The group reported a loss before tax of approximately RMB 78,800,000, an increase of about RMB 37,700,000 compared to RMB 41,100,000 in the same period of 2022, primarily due to increased fair value losses on investment properties[32] - The net loss for the period increased by approximately RMB 14,400,000 to approximately RMB 54,800,000 from RMB 40,400,000 in the same period of 2022, mainly due to increased fair value losses on investment properties[34] Revenue Streams - For the nine months ended September 30, 2023, the company's revenue was approximately RMB 34,100,000, an increase of about 13.8% compared to RMB 30,000,000 for the same period in 2022[24] - Revenue from ticket sales increased by approximately 22.1% to about RMB 7,300,000 for the nine months ended September 30, 2023[25] - Restaurant revenue increased by approximately 29.1% to about RMB 6,700,000 for the nine months ended September 30, 2023[25] - Revenue from hotel and resort operations increased by approximately RMB 4,500,000 or about 15.4% to approximately RMB 29,500,000, driven mainly by increased ticket and dining revenues[28] Operational Metrics - The occupancy rate of the themed hotel increased from approximately 24.0% for the nine months ended September 30, 2022, to approximately 27.8% for the same period in 2023[25] - Average room rate slightly increased from approximately RMB 277.8 to RMB 278.6 for the nine months ended September 30, 2023[25] - The company recorded a decrease in room revenue from themed hotels of approximately 2.4% to about RMB 13,900,000 for the nine months ended September 30, 2023[25] Expenses and Costs - Administrative expenses for the nine months ended September 30, 2023, were RMB 18,042,000, down from RMB 21,045,000 in the same period of 2022, showing a reduction in overhead costs[4] - The group's cost of sales for the period was approximately RMB 38,200,000, an increase of about 8.8% from RMB 35,100,000 in the same period of 2022[29] - The gross loss for the period was approximately RMB 4,100,000, a decrease of about RMB 1,100,000 compared to a gross loss of RMB 5,200,000 in the same period of 2022, resulting in a gross loss margin of approximately 12.1%[31] Shareholder Information - As of September 30, 2023, the company has issued a total of 1,137,185,800 shares[2] - Mr. Li Chaowang beneficially owns 74.21% of the shares in the company, equating to a total of 97,500,000 shares[49] - The company has not declared or paid any dividends for the nine months ended September 30, 2023[18] - The company does not recommend any interim dividend for the nine months ended September 30, 2023, consistent with the previous year[37] Corporate Governance - The company has adhered to the corporate governance code, except for the dual role of Mr. Han as both Chairman and CEO, which is under regular review[51] - The company is committed to high standards of corporate governance to ensure shareholder interests are maximized[51] - The company has confirmed compliance with the trading code for all directors during the reporting period[47] - No directors or major shareholders have interests in any competing businesses as of September 30, 2023[48] Stock Options - The stock option plan adopted in November 2016 is valid for 10 years, with various options granted in 2017 and 2022[53] - The total number of stock options granted is 83,038,000, with 15,813,800 exercised and 6,893,100 expired, leaving a balance of 60,331,100 options[55] - The exercise price for options granted in 2017 was HKD 0.62, while the price for options granted in 2022 was HKD 0.1742[57] - The company has a total of 11,670,000 stock options available for employees, with 5,600,000 options granted in 2022[55] - The stock options are subject to a vesting schedule, with 25% of the options exercisable at various dates until April 2025[57] - The stock options granted to directors and employees include a total of 63,228,000 options, with 15,513,800 exercised and 6,893,100 expired[55] Market Strategy - The company remains cautious about market changes and focuses on transforming risks into opportunities, particularly in the hotel sector, while not planning to expand its property development business in the near future due to challenging market conditions[38] - The group will continue to monitor market performance closely and seize opportunities to improve hotel and resort operations[38] - The company is focusing on expanding its market presence in mainland China, excluding Hong Kong, Macau, and Taiwan[65] Future Developments - The company has plans for future development on approximately 67,860.7 square meters of land at the Gu Dou Hot Spring Resort[65] - The company has not disclosed any new product developments or market expansion strategies in the current report[52] - The company has not disclosed any new product developments or market expansions in the recent reports[64] Audit and Compliance - The audit committee reviewed the report and confirmed that the financial performance for the nine months ending September 30, 2023, complies with applicable accounting standards[59] - As of September 30, 2023, the company did not purchase, redeem, or sell any of its listed securities during the nine months[58]

Financial Performance - Revenue for the first quarter of 2023 was RMB 14,683,000, an increase of 13.6% compared to RMB 12,925,000 in the same period of 2022[4] - Gross profit for the first quarter of 2023 was RMB 1,662,000, compared to a gross loss of RMB 1,291,000 in the first quarter of 2022[4] - Operating loss for the first quarter of 2023 was RMB 33,687,000, significantly higher than the operating loss of RMB 9,312,000 in the same period last year[4] - The net loss for the first quarter of 2023 was RMB 29,514,000, compared to a net loss of RMB 13,186,000 in the first quarter of 2022[5] - Basic and diluted loss per share for the first quarter of 2023 was RMB 2.95, compared to RMB 1.35 in the same period of 2022[5] - Other income increased to RMB 620,000 in the first quarter of 2023 from RMB 34,000 in the same period of 2022[4] - Fair value loss on investment properties was RMB 30,050,000 in the first quarter of 2023, compared to RMB 690,000 in the same period of 2022[4] - The total comprehensive loss for the first quarter of 2023 was RMB 29,331,000, compared to RMB 13,023,000 in the first quarter of 2022[5] - The company recorded a loss attributable to owners of approximately RMB 29,514,000 for the three months ended March 31, 2023, compared to a loss of RMB 13,186,000 for the same period in 2022[21] Revenue Sources and Growth - Room revenue from the company's seven themed hotels increased by approximately 29.4% to about RMB 7,400,000 for the three months ended March 31, 2023, compared to the same period in 2022[24] - The average occupancy rate of the themed hotels rose from approximately 26.1% for the three months ended March 31, 2022, to about 28.0% for the same period in 2023[24] - The company's selling costs for the period were approximately RMB 13,000,000, a decrease of about 8.4% from RMB 14,200,000 for the same period in 2022[28] - The deferred tax credit for the period was approximately RMB 7,500,000, significantly higher than the tax expense of about RMB 200,000 for the same period in 2022[32] - The company aims to expand its hotel portfolio domestically and diversify its revenue sources, focusing on health and wellness services[33] - The company anticipates continued growth in demand for health and wellness services as public awareness of health increases post-COVID-19[33] Shareholder Information - As of March 31, 2023, the company has a total of 1,129,962,000 shares issued, with major shareholders holding significant stakes, including Harvest Talent with 336,500,000 shares, representing 29.78% of the issued capital[38] - Mr. Han holds 350,900,000 shares, accounting for 31.05% of the total issued capital, through controlled entities and derivative instruments[37] - The company has a total of 60,000,000 shares held by Fu An and Fu Nuo, each representing 5.31% of the issued capital[38] - Mr. Li holds 97,500,000 shares, which is 8.63% of the total issued capital, through controlled entities[38] - The company has a total of 286,000,000 shares held by Mr. Tam through his controlled entities, representing 25.31% of the issued capital[38] Corporate Governance - The company is committed to high standards of corporate governance, although Mr. Han serves as both Chairman and CEO, which is a deviation from the corporate governance code[43] - The company has complied with applicable corporate governance code provisions during the reporting period[43] - No directors or major shareholders have reported any interests in competing businesses as of March 31, 2023[40] Stock Options - The stock option plan adopted in November 2016 is valid for 10 years, having become unconditional after the company's listing[44] - The company granted stock options with an exercise price of HKD 0.62 on April 5, 2017, and HKD 0.1742 on June 20, 2022, totaling 83,038,000 options granted, with 15,813,800 options canceled during the period[46][47] - As of March 31, 2023, the total number of stock options remaining after cancellations is 74,448,000[46] - The stock options are subject to a vesting schedule, with 25% of the total shares to be issued exercisable from April 5, 2018, to April 4, 2025[47] - The company has no new stock options granted, exercised, or expired during the covered period, aside from those disclosed[47] Operational Information - The company operates the "Gudu Hot Spring Resort" located in Jiangmen City, Guangdong Province, China[54] - The "Yuequan Lake Residence Hotel" commenced operations in July 2019 as a new themed hotel[57] - The company has a land area of approximately 67,860.7 square meters at the Gudu Hot Spring Resort[55] - The total number of available room nights for rental is calculated excluding rooms under renovation or maintenance[55] - The occupancy rate is defined as the total number of room nights sold divided by the total available room nights[55] Audit and Compliance - The audit committee reviewed the report and confirmed that the financial performance for the three months ending March 31, 2023, complies with applicable accounting standards[49] - The company did not purchase, redeem, or sell any of its listed securities during the three months ending March 31, 2023[48] - The report covers the three-month period ending March 31, 2023[55] - The company is registered in the British Virgin Islands under the name Harvest Talent Investments Limited[54] - The report includes information on the board of directors as of March 27, 2024[58]