假设按初步换股价每股换股股份6.4港元(可予调整)悉数行使换股权，本公司将配发及发行最多312.5万 股换股股份，占本公告日期已发行股份总数约 2.03%;及经配发及发行312.5万股换股股份扩大之已发行 股份总数约1.99% (假设自本公告日期起直至可换股债券获悉数转换日期为止，本公司已发行股本将不 会有任何变动)。 智通财经APP讯，智昇集团控股(08370)发布公告，于2025年6月19日，本公司(作为承授人)与授予人(作 为授予人)按代价1.00港元订立认购期权契据，授予人已同意向本公司(或其指定公司)授出认购期权，以 收购所有期权股份并转让股东贷款。认购期权可于行使期(即自认购期权契据日期起计六个月期间或双 方书面同意的较后日期)内任何时间由本公司全权酌情行使一次，以期权购买价购买期权股份及股东贷 款。 于签署认购期权契据后，本公司须支付合共1910万港元作为可退还按金，倘认购期权获行使时，该按金 将用于支付部分期权购买价。倘若认购期权契据所载先决条件尚未于最后截止日期下午四时正或之前获 达成或豁免(视情况而定)，或行使期届满后未发出认购期权通知，或在行使认购期权后，期权股份的转 让及股东贷款的分配 ...

Financial Performance - The group reported revenue of RMB 44,631,000 for the six months ended December 31, 2024, representing a 24% increase from RMB 36,051,000 in the same period of 2023[3]. - Gross profit for the same period was RMB 12,217,000, up 117% from RMB 5,611,000 year-on-year[3]. - Operating loss decreased to RMB 1,613,000, compared to a loss of RMB 5,884,000 in the previous year, indicating improved operational efficiency[3]. - The group recorded a net loss of RMB 2,892,000 for the period, significantly reduced from RMB 11,385,000 in the prior year[4]. - Basic and diluted loss per share improved to RMB 2.15 from RMB 12.55 year-on-year[4]. - The group reported a loss before tax of RMB 2,871,000, significantly improved from a loss of RMB 11,385,000 in the previous year[19]. - The company reported a loss of RMB 11,385,000 for the six months ended December 31, 2023, compared to a loss of RMB 2,019,000 for the same period in 2024[9]. - The company achieved revenue of approximately RMB 44.6 million during the reporting period, an increase of about RMB 8.6 million or approximately 23.8% compared to the same period last year[86]. Assets and Liabilities - Total assets as of December 31, 2024, were RMB 59,885,000, an increase from RMB 54,809,000 as of June 30, 2024[6]. - The group’s total equity rose to RMB 31,327,000 from RMB 20,335,000, indicating a stronger financial position[7]. - Non-current liabilities decreased significantly to RMB 10,903,000 from RMB 20,543,000, showing reduced long-term financial obligations[7]. - Total liabilities for the group decreased slightly to RMB 61,334,000 as of December 31, 2024, from RMB 68,829,000 as of June 30, 2024[21]. - The group’s current ratio was approximately 1.2 as of December 31, 2024, compared to 1.1 as of June 30, 2024[103]. - The debt-to-equity ratio was approximately 1.33, a decrease from 2.27 as of June 30, 2024[115]. Cash Flow and Liquidity - Cash and cash equivalents increased to RMB 28,330,000 from RMB 22,076,000, reflecting better liquidity management[6]. - The company’s cash and cash equivalents at the end of the period were RMB 28,330,000, a decrease from RMB 34,804,000 at the beginning of the period[12]. - Operating cash flow before changes in working capital improved to RMB 646,000 in 2024 from a loss of RMB 4,081,000 in 2023[11]. - The company experienced a decrease in inventory, resulting in a cash inflow of RMB 8,268,000 for the six months ended December 31, 2024[12]. Revenue Segments - Revenue from the furniture manufacturing and sales segment increased to RMB 35,513,000 in the six months ended December 31, 2024, compared to RMB 25,055,000 in the same period last year, representing a growth of 41.7%[19]. - The data center segment generated a total revenue of RMB 9,118,000, down from RMB 10,996,000 in the previous year, reflecting a decrease of 16.1%[19]. - Sales of furniture products contributed RMB 35,513,000, up 42% from RMB 25,055,000 in the previous year[30]. - The data center division reported revenue of approximately RMB 9.1 million, a decrease of about RMB 1.9 million or approximately 17.1% year-on-year, primarily due to a decline in server rack rental and related services[88]. Expenses and Costs - The company’s financing costs decreased significantly to RMB 1,258,000 in 2024 from RMB 5,501,000 in 2023[11]. - The company’s depreciation expense for right-of-use assets was RMB 622,000 for the six months ended December 31, 2024, compared to RMB 1,661,000 in 2023[11]. - Sales and distribution expenses for the reporting period were approximately RMB 3.6 million, an increase of about RMB 0.1 million or approximately 2.8% year-on-year[95]. - The group’s administrative and other expenses during the reporting period were approximately RMB 7.9 million, a decrease of about RMB 1.7 million or 17.8% compared to the same period last year[96]. Credit and Receivables - Trade receivables increased to RMB 16,604,000 as of December 31, 2024, compared to RMB 9,997,000 as of June 30, 2024[37]. - The expected credit loss for trade receivables increased to RMB 13,482,000 as of December 31, 2024, compared to RMB 6,532,000 as of June 30, 2024, reflecting a higher risk profile[42]. - The expected credit loss ratio for overdue receivables over 6 months is 100%, with a total value of RMB 3,654,000, indicating a complete write-off[44]. - The expected credit loss for the data center division's trade receivables was RMB 1,428,000 as of December 31, 2024, with a loss ratio of 70.17%, down from 84% previously[45]. Share Capital and Stock Options - The total issued and paid-up ordinary shares as of December 31, 2024, is 139,364,371, with a capital of RMB 12,583,000[63]. - The total number of unexercised stock options is 10,200,000, with an exercise price of HKD 3.5[55]. - The stock option plan has 6,500,000 shares available for issuance, representing about 4.66% of the issued shares[157]. - The company has not granted any stock options under the plan during the reporting period[157]. Management and Governance - The company appointed a new CEO, Lai Ningning, on December 23, 2024, following the resignation of the previous CEO[175]. - The audit committee reviewed the unaudited consolidated financial statements for the six months ending December 31, 2024, confirming compliance with applicable accounting standards[172]. - The company has maintained compliance with the corporate governance code as per GEM listing rules throughout the reporting period[179]. Future Plans and Strategies - The company aims to stabilize its market share by focusing resources on the southwestern region of China, particularly Sichuan Province[73]. - The company plans to optimize supply chain management and reduce inventory and accounts receivable losses to improve operational efficiency[83]. - The group aims to expand its service offerings in the data center segment, including cloud computing and big data analysis, to create additional revenue streams[84]. - The company is exploring online sales channels to broaden its customer base, targeting hotels, schools, and small businesses[83].

Financial Performance - Revenue for the six months ended December 31, 2024, was RMB 44,631,000, representing a 24% increase from RMB 36,051,000 in the same period of 2023[4] - Gross profit increased to RMB 12,217,000, up 117% from RMB 5,611,000 year-on-year[4] - Operating loss narrowed to RMB 1,613,000 compared to a loss of RMB 5,884,000 in the previous year, indicating improved operational efficiency[4] - Loss before tax decreased significantly to RMB 2,871,000 from RMB 11,385,000 in the prior period, reflecting a 75% reduction[4] - Basic and diluted loss per share improved to RMB 2.15 from RMB 12.55, showing a substantial recovery in earnings performance[6] - The company reported a total loss of RMB 2,019,000, compared to a loss of RMB 11,385,000 for the same period in 2023, indicating a significant improvement in performance[11] - The company reported a loss before tax of RMB 2,871,000 for the six months ended December 31, 2024, compared to a loss of RMB 11,385,000 in 2023, indicating an improvement[22] - The company reported a significant reduction in administrative expenses for the furniture segment, contributing to overall revenue growth despite a decline in original business sales[62] - The group reported a loss attributable to owners of approximately RMB 2.0 million during the reporting period, compared to a loss of RMB 11.4 million in the same period last year[87] Assets and Liabilities - Total assets as of December 31, 2024, were RMB 59,885,000, an increase from RMB 54,809,000 as of June 30, 2024[8] - Non-current liabilities decreased to RMB 10,903,000 from RMB 20,543,000, reflecting a reduction in financial obligations[9] - The company reported a net asset value of RMB 31,327,000, up from RMB 20,335,000, indicating growth in shareholder equity[9] - The total equity attributable to the owners of the company decreased to RMB 31,662,000 as of December 31, 2024, down from RMB 47,349,000 as of July 1, 2023[11] - The group's total equity attributable to owners was approximately RMB 31.7 million as of December 31, 2024, compared to RMB 19.8 million as of June 30, 2024[91] - The debt-to-equity ratio as of December 31, 2024, was approximately 1.33 times, a decrease from 2.27 times as of June 30, 2024[92] Cash Flow and Liquidity - Cash and cash equivalents rose to RMB 28,330,000 from RMB 22,076,000, indicating a stronger liquidity position[8] - The company's cash flow from operating activities showed a net outflow of RMB 4,332,000 for the six months ended December 31, 2024, compared to a net inflow of RMB 4,146,000 in the same period of 2023[14] - The company's cash and cash equivalents at the end of the period increased to RMB 28,330,000 from RMB 34,804,000 at the end of the previous period[14] - As of December 31, 2024, the group's net current assets were approximately RMB 9.5 million, an increase from RMB 6.5 million as of June 30, 2024, with cash and bank balances amounting to approximately RMB 28.3 million[88] Revenue Segments - Furniture sales revenue increased to RMB 35,513,000 in 2024 from RMB 25,055,000 in 2023, representing a growth of 41.5%[22] - Data center segment revenue decreased to RMB 9,118,000 in 2024 from RMB 10,996,000 in 2023, a decline of 16.1%[22] - Revenue from external customers in mainland China was RMB 44,603,000 in 2024, up from RMB 36,023,000 in 2023, an increase of 23.8%[31] - The furniture manufacturing and sales segment achieved revenue of approximately RMB 35.5 million, an increase of about RMB 10.5 million or approximately 41.7% year-on-year[60] - The data center division reported revenue of approximately RMB 9.1 million, a decrease of about RMB 1.9 million or approximately 17.1% year-on-year, primarily due to reduced IT spending from corporate clients[74] Inventory and Receivables - The company reported a decrease in inventory of RMB 8,268,000 for the six months ended December 31, 2024, compared to a decrease of RMB 133,000 in the same period of 2023[13] - Trade receivables increased to RMB 16,604,000 as of December 31, 2024, compared to RMB 9,997,000 as of June 30, 2024[43] - The net amount of trade receivables after provisions was RMB 10,154,000, up from RMB 3,422,000 in the previous period[44] - The aging analysis of trade receivables shows that RMB 9,228,000 is within three months, while RMB 7,376,000 is overdue by more than three months[45] Credit Losses and Provisions - The expected credit loss for the furniture manufacturing and sales segment is RMB 13,482,000, an increase from RMB 6,532,000 as of June 30, 2024[47] - The expected credit loss for the data center segment's trade receivables is RMB 1,428,000, with an expected loss rate of 70.17% as of December 31, 2024[51] - The company recorded a provision for expected credit losses of RMB 10,965,000 for deposits and other receivables as of December 31, 2024[54] - The provision for expected credit losses for quality assurance deposits is RMB 972,000, with an expected loss rate of 89.4%[50] Corporate Developments - The company has established a new subsidiary, 尚誠智能家居, which is 51% controlled by 萬諾通, aimed at diversifying the furniture business and stabilizing group revenue[59] - The company has set up sales offices in Chengdu and Chongqing to enhance its market presence in the domestic furniture market[59] - The company plans to focus on expanding marketing channels and enhancing brand influence in key markets, particularly in the southwestern region of China[68] - The company aims to establish a customer feedback mechanism and improve after-sales service to enhance customer trust in the brand[68] - The company is cautiously optimistic about the recovery of the furniture market, despite the ongoing downturn in the real estate sector[68] Legal and Compliance Matters - The Beijing Chaoyang Public Security Bureau has initiated an investigation into the Zhongzhi system, which includes Zhongzhi International Investment Holdings Group and Zhongzhi Automobile Anhui[97] - The group has filed lawsuits and obtained pre-litigation preservation of assets against the borrower and its subsidiaries, with a court ruling on June 20, 2024, requiring the defendants to pay property mortgage fees and interest[102] - The audit committee, consisting of three independent non-executive directors, reviewed the unaudited consolidated financial statements for the six months ending December 31, 2024[128] - The company has adopted GEM Listing Rules as its code of conduct for directors' securities transactions, confirming compliance by all directors[129] - Changes in the board of directors included the resignation of the CEO and the appointment of a new CEO on December 23, 2024[130] Employee and Operational Changes - The total employee cost for the six months ending December 31, 2024, was approximately RMB 9.78 million, an increase from RMB 6.01 million in the same period of 2023, primarily due to the addition of a new subsidiary[117] - The company has 200 employees as of December 31, 2024, compared to 137 employees a year earlier[117]

Real Estate Market Performance - For the period ending June 30, 2024, the real estate development investment in China was CNY 608.77 billion, a year-on-year decrease of 10.2%[7] - The sales area of newly built commercial housing was 541.49 million square meters, down 18.6% year-on-year, with residential sales area decreasing by 21.1%[7] - The sales revenue of newly built commercial housing was CNY 533.30 billion, a decline of 24.3%, with residential sales revenue dropping by 25.9%[7] - The real estate market remains sluggish, impacting the demand for furniture due to a decrease in the number of new commercial building developments[7] Company Strategy and Market Focus - The company is focusing on the southwestern regions of China, including Sichuan, Chongqing, and Tibet, to stabilize market share[7] - The company is actively exploring new market opportunities and expanding its customer base, targeting hotels, schools, and small businesses[13] - The company is committed to developing existing customer potential and assisting them in expansion, despite challenges in acquiring new clients post-pandemic[9] - The company aims to diversify its furniture operations to mitigate risks associated with market volatility and stabilize group revenue[18] Financial Performance and Challenges - The company reported a significant asset impairment loss of approximately RMB 49.8 million due to a borrower’s failure to repay loans, impacting financial stability[10] - The company has fully recognized investment loss provisions of approximately RMB 9.5 million for overdue financial products, reflecting a cautious financial approach[12] - The company recorded a loss of approximately RMB 38.5 million for the reporting period, an improvement from a loss of RMB 79.2 million in the previous year[27] - The company’s income decreased by approximately 48.1% year-on-year, while the cost of sales decreased by approximately 46.2%[50] Revenue and Sales Performance - The company's furniture sales revenue was approximately RMB 37.1 million, a decrease of about RMB 11.2 million or approximately 23.1% compared to the same period last year[21] - Revenue from the furniture manufacturing and sales segment was approximately RMB 37.1 million, down RMB 11.2 million or about 23.1% year-on-year, primarily due to a significant decline in the southwestern region's market[33] - The data center segment generated revenue of approximately RMB 20.4 million, a decrease of about RMB 3.3 million or approximately 13.9% year-on-year[25] - The data center segment's revenue decline is attributed to increased market competition and customer retention challenges due to the pandemic[25] Cost Management and Operational Efficiency - The company has implemented strict cost control measures and actively collected overdue accounts receivable, achieving some positive results[7] - The group implemented cost reduction and efficiency improvement measures, including negotiating rental price discounts with suppliers for server racks[37] - The group's sales cost for the reporting period was approximately RMB 53.8 million, a decrease of about RMB 46.2 million or 46.2% compared to the same period last year[37] - The group’s administrative and other expenses during the reporting period amounted to approximately RMB 26.1 million, a decrease of about RMB 56.8 million or approximately 68.5% compared to the same period last year[45] Corporate Governance and Management - The company has adhered to the corporate governance code as per GEM Listing Rules Appendix 15, with the exception of the separation of roles between the Chairman and the CEO, which has not been fulfilled since September 2018[96] - The company emphasizes effective communication and strong leadership during the transitional period, despite the dual role of the CEO as Chairman[96] - The board consists of eight members, including four executive directors, one non-executive director, and three independent non-executive directors, ensuring a diverse governance structure[100] - The company has appointed three independent non-executive directors, constituting over one-third of the board, ensuring sufficient independence to protect shareholder interests[105] Risk Management - The company identified and categorized major risks as strategic, compliance, operational, and financial risks during the reporting period[150] - The internal audit team conducted a series of daily audits and assessments to identify and evaluate the company's risks, reporting findings to the audit committee and board[145] - The company aims to strengthen its risk management and internal control systems based on the internal audit team's recommendations[152] - The board believes that the main risk factors related to the company have been disclosed in the prospectus and summarized in the report[161] Shareholder and Capital Management - The company plans to issue convertible bonds with a total principal amount of USD 8 million, which will mature 30 months from the issuance date, with a conversion price of HKD 0.50 per share[62] - The company has confirmed the issuance of convertible bonds totaling HKD 12.4 million at an initial conversion price of HKD 0.683 per share, which will result in the issuance of approximately 18,155,197 shares, representing about 20.01% of the total shares outstanding as of the report date[89] - The board has resolved not to recommend the payment of any interim or final dividends for the year ending June 30, 2024[166] - The company has no outstanding interest-bearing bank loans as of June 30, 2024[66] Environmental and Social Responsibility - The group has implemented various environmental protection measures to minimize its impact on the environment, complying with all applicable regulations[83] - The company is committed to maintaining high standards of corporate governance and business practices throughout its operations[96] - The company has adopted a board diversity policy, considering various factors such as age, cultural and educational background, professional experience, skills, and knowledge[129]

Financial Performance - For the fiscal year ending June 30, 2024, total revenue was RMB 57,476,000, a decrease from RMB 110,831,000 in the previous year, representing a decline of approximately 48%[2] - The gross loss for the year was RMB 31,461,000, compared to a gross loss of RMB 73,484,000 in the previous year, indicating an improvement of about 57%[2] - The net loss for the year was RMB 38,911,000, which is a significant reduction from RMB 79,196,000 in the previous year, reflecting a decrease of approximately 51%[2] - The company reported a total loss of approximately HKD 38,911,000 for the year ending June 30, 2024[7] - The company’s total comprehensive loss for the year was RMB 33,041,000, compared to RMB 84,176,000 in the previous year, indicating a decrease of about 61%[2] - The group reported a loss before tax of RMB 38,856,000 in 2024, significantly improved from a loss of RMB 83,364,000 in 2023[10] - The group reported a loss attributable to equity holders of approximately RMB 38.5 million, a decrease from RMB 79.2 million in the same period last year[70] Assets and Liabilities - Total assets as of June 30, 2024, were RMB 54,809,000, down from RMB 144,990,000 in the previous year, a decline of about 62%[3] - Current liabilities decreased to RMB 48,286,000 from RMB 126,732,000, representing a reduction of approximately 62%[4] - The total liabilities of the group decreased to RMB 68,829,000 in 2024 from RMB 126,732,000 in 2023[12] - The company’s goodwill decreased to RMB 21,073,000 from RMB 23,109,000, a reduction of approximately 9%[3] - The company has convertible bonds amounting to HKD 4,771,000 as of June 30, 2024[5] - The company’s total liabilities amounted to RMB 64,490,000 in 2024, down from RMB 121,252,000 in 2023[44] Cash and Cash Equivalents - Cash and cash equivalents decreased to RMB 22,076,000 from RMB 33,761,000, a decline of about 35%[3] - The company’s cash and cash equivalents decreased from RMB 33,761,000 in 2023 to RMB 22,076,000 in 2024, reflecting a tighter liquidity position[44] - The group’s cash and cash equivalents were RMB 1,858,000 in 2024, compared to RMB 5,485,000 in 2023[12] Revenue Breakdown - The furniture segment generated revenue of RMB 37,124,000 in 2024, a decrease of 23.0% from RMB 48,255,000 in 2023[10] - The data center segment reported revenue of RMB 20,352,000 in 2024, down 13.0% from RMB 23,648,000 in 2023[10] - The construction management services segment had no revenue in 2024, compared to RMB 38,928,000 in 2023[10] - Revenue from external customers in China decreased to RMB 57,435 thousand in 2024 from RMB 110,778 thousand in 2023, representing a decline of approximately 48.2%[16] - Revenue from the furniture segment's major customer decreased to RMB 37,124 thousand in 2024 from RMB 48,255 thousand in 2023, a decline of about 23.0%[17] Expenses and Costs - The group’s sales cost was approximately RMB 53.8 million, a decrease of about RMB 46.2 million or 46.2% compared to the previous year[60] - The sales cost for the furniture manufacturing and sales segment was approximately RMB 35.5 million, down about RMB 8.0 million or approximately 18.4% year-on-year[60] - The sales cost for the data center division during the reporting period was approximately RMB 18.3 million, a decrease of about RMB 2.9 million or approximately 13.5% compared to the same period last year[61] - The group's administrative and other expenses amounted to approximately RMB 26.1 million, a decrease of about RMB 56.8 million or approximately 68.5% compared to the same period last year[66] Tax and Loss Provisions - The company recognized a tax expense of RMB 55,000 for the year ended June 30, 2024, compared to a tax expense of RMB (4,168,000) in 2023, indicating a significant improvement in tax position[25] - The company has unutilized tax losses of RMB 48,787,000 as of June 30, 2024, which can be offset against future profits within five years[25] - The total expected credit loss for trade receivables is RMB 6,532,000, down from RMB 9,940,000 in 2023[33] Corporate Governance and Compliance - The company has been adhering to the corporate governance code, with some deviations noted regarding the separation of roles between the chairman and the CEO[104] - The company is in the process of identifying a suitable candidate to fill the chairman position, which has been vacant since September 2018[104] - The external auditor, Zhonghui Anda CPA Limited, confirmed that the consolidated financial statements fairly reflect the group's financial position as of June 30, 2024[102] Future Outlook and Strategy - The company aims to diversify its operations and stabilize revenue through investments in new ventures, including the establishment of a subsidiary focused on furniture manufacturing[45] - The company plans to focus resources on expanding marketing channels and enhancing brand influence, particularly in the southwestern market, while considering expansion into other regions when conditions permit[52] - The company intends to develop personalized and fashionable furniture products targeting young consumers and convenient, suitable furniture for elderly consumers[53] - The company aims to establish its own data center to reduce reliance on external suppliers and enhance competitiveness[55] Employee and Operational Changes - The company has a total of 142 employees as of June 30, 2024, down from 180 employees a year earlier[97] - Total employee cost for the reporting period is approximately RMB 14.6 million, down from RMB 18.3 million in the same period last year[97] Market Conditions - The overall demand in the furniture industry remains weak, leading to intensified market competition, with consumer purchasing habits significantly changing towards online shopping[46] - The overall market recovery in Guizhou and Yunnan provinces has not yet yielded positive results[47] Shareholder Information - The annual general meeting of shareholders is scheduled for October 14, 2024[107] - The company will suspend the processing of share transfer registration from October 8, 2024, to October 14, 2024, to determine the rights of shareholders attending the annual general meeting[107]

Financial Performance - The group reported revenue of RMB 25,492,000 for the three months ended December 31, 2023, a decrease of 25.8% compared to RMB 34,339,000 in the same period of 2022[2]. - Gross profit for the six months ended December 31, 2023, was RMB 5,611,000, representing a slight increase of 5.8% from RMB 5,305,000 in the previous year[2]. - The group incurred a net loss attributable to owners of the company of RMB 11,385,000 for the six months ended December 31, 2023, compared to a loss of RMB 12,235,000 in the same period of 2022, indicating a 6.9% improvement[2]. - The company reported a total loss before tax of RMB 11,385,000 for the six months ended December 31, 2023, slightly improved from a loss of RMB 11,880,000 in the same period of 2022[15]. - The company reported a net cash inflow from operating activities of RMB 4,146,000 for the six months ended December 31, 2023, compared to a net outflow of RMB 7,092,000 in the same period of 2022, indicating a significant improvement[8]. - The company’s total revenue for the six months ended December 31, 2023, was RMB 31,738,000, down from RMB 36,051,000 in the same period of 2022, reflecting a decrease of approximately 12.1%[15]. Assets and Liabilities - Total assets decreased from RMB 144,990,000 as of June 30, 2023, to RMB 133,450,000 as of December 31, 2023, reflecting a decline of 7.9%[3]. - The group’s total liabilities decreased from RMB 126,732,000 as of June 30, 2023, to RMB 122,755,000 as of December 31, 2023, a reduction of 3.1%[3]. - The company’s equity attributable to owners decreased from RMB 47,349,000 as of June 30, 2023, to RMB 37,769,000 as of December 31, 2023, a decline of 20.3%[4]. - The group reported a total of RMB 160,524,000 in total assets and RMB (122,755,000) in total liabilities as of December 31, 2023[18]. Revenue Segmentation - Revenue from the furniture manufacturing and sales segment was RMB 25,055,000 for the six months ended December 31, 2023, down from RMB 26,888,000 in the same period of 2022, reflecting a decrease of approximately 6.8%[15]. - The data center segment generated revenue of RMB 10,996,000 for the six months ended December 31, 2023, compared to RMB 12,133,000 in the same period of 2022, representing a decline of about 9.4%[15]. - Revenue from external customers in China for the six months ended December 31, 2023, was RMB 36,023,000, a decrease of 49% compared to RMB 70,732,000 in the same period of 2022[24]. Expenses and Costs - The company’s administrative and other expenses decreased to RMB 8,331,000 for the six months ended December 31, 2023, down from RMB 10,391,000 in the previous year, reflecting a reduction of 20.9%[2]. - The company incurred financing costs of RMB 5,501,000 for the six months ended December 31, 2023, compared to RMB 4,996,000 in the same period of 2022, indicating an increase of about 10.1%[8]. - Selling and distribution expenses were approximately RMB 35 million, a decrease of about RMB 1 million or approximately 3.8% year-on-year, attributed to reduced showroom renovation costs[85]. - Administrative and other expenses were approximately RMB 96 million, a decrease of about RMB 20 million or approximately 17.1% year-on-year, with significant reductions in legal and professional fees[86]. Cash Flow and Financing - The group recognized a foreign exchange gain of RMB 1,529,000 for the six months ended December 31, 2023, compared to a loss of RMB 1,895,000 in the same period of 2022[6]. - The company’s investment activities resulted in a net cash outflow of RMB 54,000 for the six months ended December 31, 2023, compared to a net inflow of RMB 13,042,000 in the same period of 2022[9]. - The company reported interest income from loans receivable of RMB 1,497,000 for the six months ended December 31, 2023, compared to RMB 1,537,000 in the same period of 2022[21]. Shareholder Information - As of December 31, 2023, Mr. Ma holds 245,300,400 shares, representing approximately 27.04% of the company's issued share capital[119]. - Mr. Yi has a beneficial interest in 80,400,000 shares, accounting for about 8.86% of the issued share capital[119]. - The total number of issued ordinary shares as of December 31, 2023, is 907,333,333[127]. Corporate Governance - The audit committee, consisting of three independent non-executive directors, reviewed the unaudited consolidated financial statements for the six months ending December 31, 2023, and found them compliant with applicable accounting standards[144]. - The company has adhered to the corporate governance code as per GEM listing rules throughout the reporting period[150].

Financial Performance - For the six months ended December 31, 2023, the company's revenue was RMB 36,051,000, a decrease of 49.1% compared to RMB 70,759,000 for the same period in 2022[4] - The gross profit for the six months was RMB 5,611,000, representing a slight increase of 5.8% from RMB 5,305,000 in the previous year[4] - The operating loss for the six months was RMB 5,884,000, a decrease of 14.4% compared to RMB 6,884,000 in the same period last year[4] - The net loss attributable to the owners of the company for the six months was RMB 11,385,000, compared to RMB 12,235,000 in the previous year, indicating a 6.9% improvement[4] - The company reported a basic and diluted loss per share of RMB 1.25 for the six months ended December 31, 2023, compared to RMB 1.35 for the same period in 2022[4] - The company incurred a loss before income tax of RMB 11,385,000 for the six months ended December 31, 2023, slightly improved from a loss of RMB 11,880,000 in the same period of 2022[20] - The group recorded a total revenue of approximately RMB 36.1 million, a decrease of about RMB 34.7 million or approximately 49.1% compared to the previous year[64] - The group reported a loss of approximately RMB 11.4 million during the reporting period, compared to a loss of approximately RMB 12.2 million in the same period last year[64] Assets and Liabilities - As of December 31, 2023, total assets amounted to RMB 133,450,000, down from RMB 144,990,000 as of June 30, 2023[5] - The total liabilities decreased to RMB 122,755,000 from RMB 126,732,000, showing a reduction of 3.1%[5] - The total equity attributable to the owners of the company as of December 31, 2023, was RMB 37,769,000, down from RMB 47,349,000 as of June 30, 2023[7] - The company’s total liabilities, including convertible bonds and undistributed corporate liabilities, were RMB (122,755,000) as of December 31, 2023, compared to RMB (126,732,000) as of June 30, 2023[24] - The company’s total liabilities decreased to RMB 36,590,000 as of December 31, 2023, from RMB 39,614,000 on June 30, 2023[52] Cash Flow and Financing - The company reported a cash flow from operating activities of RMB 4,146,000, compared to a cash outflow of RMB 7,092,000 in the same period of 2022, indicating a significant improvement[12] - The net cash generated from financing activities was RMB (3,059,000), compared to RMB (3,160,000) in the previous year, indicating a stable financing situation[13] - The total cash and cash equivalents at the end of the period increased to RMB 34,804,000 from RMB 32,170,000, representing a growth of 8.1%[13] - The company has provided land and buildings in Chengdu as collateral for a financing arrangement of up to RMB 60 million for a third party[109] Segment Performance - The furniture manufacturing and sales segment generated revenue of RMB 25,055,000, a decrease of 6.8% from RMB 26,888,000 in the previous year[20] - The data center segment reported revenue of RMB 10,996,000, down from RMB 12,133,000, reflecting a decline of 9.4% year-over-year[20] - Revenue from external customers in China for the six months ended December 31, 2023, was RMB 36,023,000, down 49% from RMB 70,732,000 in the same period of 2022[29] - The group achieved revenue of approximately RMB 25.1 million from furniture manufacturing and sales, a decrease of about RMB 1.8 million or approximately 6.8% compared to the same period last year[57] - The data center segment generated revenue of approximately RMB 11.0 million, down by about RMB 1.2 million or approximately 9.4% year-on-year[61] Operational Strategy - The company continues to focus on expanding its data center services in both China and Hong Kong, alongside its furniture manufacturing operations[21] - The group plans to focus resources on expanding marketing channels and stabilizing the southwestern market while considering expansion beyond this region when conditions allow[65] - The group aims to broaden its customer base by targeting more hotel and school clients and will hold product introduction events to attract retail customers[65] - The group will enhance research and development efforts to create differentiated value for customers, aiming to attract new clients and retain existing ones[65] - The group intends to strengthen supply chain management and control costs to improve operational efficiency and service capabilities[65] Corporate Governance - The audit committee reviewed the unaudited consolidated financial statements for the six months ended December 31, 2023, and confirmed compliance with applicable accounting standards and GEM listing rules[116] - All directors have adhered to the GEM listing rules regarding securities trading during the six months ended December 31, 2023[117] - The company has maintained high standards of corporate governance and has complied with the applicable provisions of the corporate governance code during the announcement period[121] Shareholder Information - The company approved a share consolidation, merging every ten shares of HKD 0.01 each into one share of HKD 0.1, effective February 14, 2024[102] - The authorized share capital will increase from HKD 15 million to HKD 30 million by adding 150 million new consolidated shares[102] - Upon full conversion of the 2024 convertible bonds at an initial conversion price of HKD 0.683, a total of 18,155,197 shares will be issued, representing approximately 20.01% of the total shares in issue as of the announcement date[103]

Financial Performance - For the three months ended September 30, 2023, the company's revenue was RMB 10,559,000, a decrease of 71% compared to RMB 36,420,000 for the same period in 2022[2]. - The gross profit for the same period was RMB 1,532,000, down 23.2% from RMB 1,994,000 year-on-year[2]. - Operating loss for the three months was RMB 3,033,000, an improvement from a loss of RMB 4,333,000 in the previous year[2]. - The net loss attributable to the owners of the company for the period was RMB 5,795,000, compared to RMB 7,123,000 in the same period last year, reflecting an 18.7% reduction in losses[2]. - The basic and diluted loss per share for the period was RMB 0.64, compared to RMB 0.79 for the same period in 2022[2]. - The total comprehensive loss for the period was RMB 6,067,000, down from RMB 10,682,000 in the previous year, indicating a 43.3% decrease in total comprehensive losses[2]. - The company reported a foreign exchange loss of RMB 272,000 for the period, compared to a loss of RMB 3,559,000 in the same period last year[2]. - The group reported a net loss of RMB 5,795,000 for the three months ended September 30, 2023, compared to a net loss of RMB 7,123,000 for the same period in 2022[30]. - The group recorded a loss before tax of RMB 5,795 thousand for the three months ended September 30, 2023, compared to a loss of RMB 6,769 thousand for the same period in 2022[11]. - The group reported a total receivable from related companies of RMB 52,244,000 as of September 30, 2023, compared to RMB 51,503,000 as of June 30, 2023, indicating a slight increase of 1.44%[97]. Revenue Breakdown - The furniture manufacturing and sales segment generated revenue of RMB 5,087 thousand, down 40% from RMB 8,439 thousand year-over-year[11]. - The data center segment reported revenue of RMB 5,472 thousand, a decrease of 6% from RMB 5,815 thousand in the previous year[11]. - The construction management services segment contributed RMB 22,166 thousand, which was not present in the previous year's results[11]. - Revenue from furniture sales was RMB 5,087,000, down 40% from RMB 8,439,000 year-on-year[21]. - Data center business revenue was RMB 5,472,000, a decline of 6% from RMB 5,815,000 in the previous year[21]. - The overall revenue for the group was approximately RMB 10.6 million, a decrease of about RMB 25.8 million or approximately 71.0% compared to the previous year[47]. - The construction management services segment reported no revenue during the period, as no new projects were initiated, leading to a significant decline in overall group revenue[54]. Expenses and Costs - Unallocated expenses for the period were RMB 1,078 thousand, down from RMB 2,142 thousand in the previous year[12]. - Financing costs increased to RMB 2,762,000, up from RMB 2,436,000 in the previous year, primarily due to higher interest expenses on convertible bonds[24]. - Sales and distribution expenses for the reporting period were approximately RMB 1.3 million, a decrease of about RMB 0.7 million or 36.3% compared to RMB 2.0 million in the same period last year[63]. - Administrative and other expenses amounted to approximately RMB 4.1 million, down by about RMB 1.9 million or 32.0% from RMB 6.0 million year-on-year[65]. - Financing costs increased to approximately RMB 2.8 million, representing a year-on-year increase of about 13.4% from RMB 2.4 million, primarily due to higher interest expenses from convertible bonds[66]. Corporate Governance - The audit committee reviewed the unaudited consolidated financial statements for the three months ended September 30, 2023, and confirmed compliance with applicable accounting standards and GEM listing rules[100]. - The group confirmed that all directors complied with the code of conduct regarding securities trading during the reporting period[103]. - The group’s governance practices are based on the GEM listing rules, and it has adhered to the applicable code provisions during the reporting period, with some exceptions noted[106]. - The company held its annual general meeting on October 20, 2023, with all board members present to address shareholder questions[110]. - The board of directors is committed to reviewing and implementing appropriate measures to comply with corporate governance codes[110]. - The company has no chairman of the board during the reporting period, with responsibilities assumed by the CEO[110]. Future Outlook and Strategy - The company plans to continue focusing on its core segments while exploring opportunities for market expansion and new product development[19]. - The group aims to expand its data center business by enhancing promotional activities and diversifying service offerings, including cloud computing and disaster recovery services[50]. - The group plans to establish its own data center to reduce reliance on external suppliers and enhance competitiveness[50]. - The group plans to focus resources on stabilizing and expanding the market in the southwestern region of China, aiming to recover and solidify its market position[48]. - The group intends to enhance research and development efforts to create differentiated value for customers and attract new clients[48]. - The group aims to improve operational efficiency and service capabilities by controlling costs and managing the supply chain effectively[48]. - The group maintains a cautiously optimistic outlook for the future market despite the ongoing adjustments in the real estate market[48]. Shareholder Information - As of September 30, 2023, key executives held significant equity interests, with Mr. Ma Minghui owning 27.04% of the issued share capital[80]. - As of September 30, 2023, the total number of issued ordinary shares is 907,333,333[85]. - Sun Universal Limited holds 245,300,400 shares, representing approximately 27.04% of the issued share capital[85]. - Brilliant Talent Global Limited owns 116,580,000 shares, accounting for approximately 12.85% of the issued share capital[85]. - Even Joy Holdings Limited has a stake of 46,800,000 shares, which is about 5.15% of the issued share capital[85]. - The company has a total of 65,000,000 shares available for issuance under the share option plan, representing approximately 7.16% of the issued shares as of the report date[88]. - The share option plan was adopted on December 19, 2016, and has approximately 3 years and 3 months remaining until expiration[88]. - The company granted an option to Mr. Lai for up to 100,000,000 shares, which would represent about 11.02% of the current issued share capital if fully exercised[90]. - Mr. Li has an option for up to 2,000,000 shares, equivalent to approximately 0.2204% of the current issued share capital[90]. - No convertible bonds were exercised by Even Joy during the reporting period, which could have allowed for the conversion of up to 46,800,000 shares[87]. - The company has not granted, exercised, canceled, or allowed any options to lapse under the share option plan other than those mentioned[90].

ZHI SHENG GROUP HOLDINGS LIMITED 智昇集團控股有限公司 （於開曼群島註冊成立的有限公司） （股份代號：8370） 截至2023年9月30日止三個月之 第一季度業績公告 香港聯合交易所有限公司（「聯交所」）GEM的特色 GEM的定位，乃為中小型公司提供一個上市的市場，此等公司相比起其他在聯交所上 市的公司帶有較高投資風險。有意投資的人士應瞭解投資於該等公司的潛在風險，並應 經過審慎周詳的考慮後方作出投資決定。 由於GEM上市公司一般為中小型公司，於GEM買賣的證券可能會較於聯交所主板買賣 的證券承受較大的市場波動風險，同時無法保證於GEM買賣的證券會有高流通市場。 香港交易及結算所有限公司及聯交所對本公告的內容概不負責，對其準確性或完整性亦 不發表任何聲明，並明確表示，概不對因本公告或任何部分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。 本公告乃遵照聯交所GEM證券上市規則（「GEM上市規則」）之規定提供有關智昇集團控 股有限公司（「本公司」）及其附屬公司（統稱「本集團」）之資料。本公司董事（「董事」）各 自對本公告共同及個別承擔全部責任，董事在作出一切合理查詢後確 ...

Financial Performance - The company reported a decline in real estate development investment by 8.5% year-on-year and a decrease in commercial housing sales area by 6.5% from January to July 2023[7]. - The furniture manufacturing and sales segment achieved revenue of approximately RMB 48.3 million, a decrease of about RMB 28.5 million or approximately 37.1% compared to the previous reporting period[20]. - The data center segment reported revenue of approximately RMB 23.6 million, a decrease of about RMB 11.3 million or approximately 32.4% compared to the previous reporting period[24]. - The construction management service segment recognized revenue of approximately RMB 38.9 million, a decrease of about RMB 21.9 million or approximately 35.9% compared to the previous reporting period[25]. - The total revenue for the group during the reporting period was approximately RMB 110.8 million, a decrease of about RMB 61.7 million or approximately 35.8% compared to the previous reporting period[25]. - The group recorded a loss of approximately RMB 79.2 million during the reporting period, compared to a loss of approximately RMB 73.7 million in the previous reporting period[25]. - The group achieved revenue of approximately RMB 110.8 million, a decrease of about RMB 61.7 million or 35.8% compared to the previous reporting period[30]. - Revenue from the data center segment was approximately RMB 23.6 million, a decrease of about RMB 11.3 million or 32.4% compared to the previous year[32]. - The group confirmed revenue from the construction management services segment of approximately RMB 38.9 million, down RMB 21.9 million or 35.9% year-on-year[32]. - Selling and distribution expenses decreased by approximately RMB 5.4 million or approximately 46.0%, attributed to strict control of daily expenses and reduced ineffective spending[40]. - Administrative and other expenses increased by approximately RMB 13.2 million or approximately 19.0%, largely due to asset impairment losses related to pledged properties[42]. - The company reported a loss attributable to owners of approximately RMB 79.2 million for the year, compared to a loss of RMB 73.7 million in the previous reporting period, marking an increase in loss of about 6.7%[46]. - Revenue decreased by approximately 35.8% compared to the previous reporting period, while sales costs decreased by about 38.6%, leading to an increase in gross profit of approximately RMB 1.1 million[47]. Market Strategy - The company aims to focus on the southwestern region, particularly Sichuan Province, to stabilize market share amidst economic uncertainties[7]. - The company plans to strengthen its marketing channels and recover its market position in Southwest China while considering expansion beyond the region when conditions permit[13]. - The company is actively seeking opportunities to expand its business scope, particularly in the data center sector, to enhance future profitability[16]. - The company aims to expand its customer base and enhance the profitability of its data center business through management services and strategic partnerships[16]. - The group plans to focus resources on stabilizing and expanding the market in the southwestern region of China, while also exploring opportunities in other regions when conditions permit[27]. Operational Efficiency - The company has implemented strict cost control measures and actively collected overdue receivables, achieving positive operational results[7]. - The company is focused on reducing operational costs to maintain competitiveness amid increasing market competition in the furniture industry[17]. - The group intends to strengthen supply chain management and control, improve production processes, and reduce costs to enhance operational efficiency[27]. - The company has established strategic partnerships with leading data center operators to gain competitive advantages in leasing prices[14]. Investment and Financial Products - The company has invested RMB 10 million in three financial products, with one product amounting to RMB 4 million overdue, leading to an estimated investment loss of RMB 9.5 million[12]. - The group has three financial products with a total principal amount of RMB 10 million that have not been redeemed[79]. - The group has made a provision for investment loss of approximately RMB 9.5 million due to high redemption risk[80]. - One financial product issued by Zhongzhi International Investment Holdings Group has a principal amount of RMB 4 million and has been overdue since August 2023[83]. - Two financial products issued by Zhongzhi Automobile Anhui Co., Ltd. have principal amounts of RMB 3 million each, with one starting from April 4, 2023, and the other from April 20, 2023, both of which are not yet due[83]. Corporate Governance - The company has adhered to the corporate governance code, with the exception of the separation of roles between the chairman and the CEO[84]. - The board of directors consists of eight members, including four executive directors, one non-executive director, and three independent non-executive directors[88]. - The board is responsible for leading and controlling the company, making decisions on major policies, strategies, and financial matters[87]. - The board will continue to review and implement appropriate measures to comply with corporate governance code requirements[85]. - The company has taken legal measures to pursue the defaulting issuers of overdue products to recover investment losses[80]. - The company held its annual general meeting on December 9, 2022, with all directors present, ensuring effective communication with shareholders[84]. - The company held six board meetings, three audit committee meetings, one remuneration committee meeting, and one nomination committee meeting during the reporting period[90]. - The attendance of directors at meetings was high, with all independent non-executive directors attending 100% of the meetings they were eligible for[90]. - The company has appointed three independent non-executive directors, constituting over one-third of the board, ensuring adequate independence to protect shareholder interests[92]. - The independent non-executive directors have extensive business and financial expertise, contributing significantly to the board's decision-making processes[92]. - The company secretary attended all scheduled board meetings to report on governance, risk management, compliance, and financial matters[92]. - The company has established a policy for the rotation of directors, requiring one-third of the board to retire at each annual general meeting[94]. - All directors are encouraged to participate in continuous professional development to enhance their knowledge and skills[97]. - The company has confirmed the independence of its independent non-executive directors in accordance with GEM Listing Rules[98]. - The CEO is responsible for managing the group's business and implementing the policies set by the board[102]. - The company maintains a robust internal control and risk management system, reviewed by the audit committee[90]. - The audit committee consists of three independent non-executive directors, with Mr. Chan as the chairman, overseeing the effectiveness of internal controls and risk management systems[103]. - The remuneration committee, chaired by Mr. Chan, is responsible for recommending overall remuneration policies for all directors and senior management, ensuring no self-determination of remuneration by directors[104]. - The company has adopted a share option scheme as an incentive for directors and eligible participants, linking discretionary bonuses and other remuneration to the group's performance[108]. Risk Management - The group identified and classified major risks as strategic, compliance, operational, and financial risks[140]. - The company has established a corporate risk management framework since 2016 to manage various risks[138]. - The internal audit team conducted a series of daily audits and assessments to identify and evaluate the group's risks[135]. - The internal audit team will continue to review the internal control and risk management systems annually[142]. Shareholder Information - The company did not recommend the declaration or payment of any interim or final dividends for the year ending June 30, 2023[159]. - The board has implemented a diversity policy, with the current board comprising one female and seven male directors, achieving satisfactory gender diversity[121]. - The employee gender ratio, including senior management, is approximately 70:30, indicating a commitment to promoting diversity at all levels[121]. - The company has adopted the GEM Listing Rules regarding directors' securities trading conduct, confirming compliance by all directors during the reporting period[122]. - The company will hold its annual general meeting on October 20, 2023[125]. Employee and Management Information - The total employee cost for the reporting period was approximately RMB 183 million, a decrease from RMB 383 million in the previous reporting period[75]. - During the reporting period, the remuneration for senior management (excluding directors) ranged from RMB 0 to 1,000,000 for three individuals[107]. - The auditor's fees for the reporting period totaled HKD 730,000, with HKD 720,000 for annual audit services and HKD 10,000 for non-audit services[117].