Group 1 - The company has entered into a placement agreement to issue up to 12 million shares at a price of HKD 1.14 per share, representing approximately 8.82% of the existing issued share capital [1] - The placement price reflects an 18.57% discount to the closing price of HKD 1.40 on the date of the agreement [1] - The estimated total proceeds from the placement will be HKD 13.68 million, with a net amount of approximately HKD 12.88 million, which will be used for various purposes including repaying a bill due in October 2025 and developing an online trading platform [1] Group 2 - The company has also entered into a subscription agreement to issue 6 million shares at the same price of HKD 1.14 per share, which represents about 4.41% of the existing issued share capital [2] - The estimated total proceeds from the subscription will be HKD 6.84 million, with a net amount of approximately HKD 6.60 million, intended for general working capital and strengthening the financial position of the group [2] - The issuance of both the placement and subscription shares will require special authorization at a shareholders' meeting [2]

目标集团拥有SaaS(软件即服务)解决方案及区块链技术方面的专业知识，这对本集团数字技术服务的发 展至关重要。因此，收购事项符合本公司持续扩大其数字服务产品的战略，并使本公司能够利用其现有 团队的技术专长和数字服务客户支持能力，加速本集团的数字业务发展。 鉴于上文所述及经计及买卖协议的条款乃经公平磋商后达致，董事(沈岳华先生及陈希成先生已放弃投 票)认为买卖协议及其项下拟进行的收购事项的条款属公平合理，按一般商业条款并符合本公司及股东 的整体利益。 智通财经APP讯，天平道合(08403)发布公告，于2025年4月28日，本公司(作为买方)与卖方订立买卖协 议，卖方已有条件同意出售，而买方已有条件同意按代价800万港元购买销售股份(相当于目标公司洢网 络控股的全部已发行股本)及销售贷款，惟须遵守买卖协议的条款及条件。 于完成后，目标集团将成为本公司的附属公司，且目标集团的财务业绩将于本公司账目综合入账。 目标集团乃一间技术驱动型实体，专注于提供先进的数字解决方案，可能专门从事电子商务及供应链管 理系统。其核心业务包括开发及部署先进的在线交易平台及智能仓储系统。 本公司为投资控股公司。本集团主要于中国从事设计、 ...

Financial Performance - Revenue for the fiscal year 2024 was RMB 140,164,000, representing a 19.3% increase from RMB 117,446,000 in 2023[14] - Gross profit increased to RMB 16,426,000 in 2024, up from RMB 5,862,000 in 2023, marking a significant improvement[14] - Operating loss decreased to RMB 5,399,000 in 2024 from RMB 17,328,000 in 2023, indicating better operational efficiency[14] - The net loss for the year 2024 was RMB 6,323,000, a reduction from RMB 16,918,000 in 2023, showing improved financial performance[14] - The company reported a significant increase in other income and losses net amounting to RMB 5,805,000 in 2024, compared to RMB 192,000 in 2023[14] - Sales and service costs increased from approximately RMB 111.58 million to RMB 123.74 million, a year-on-year growth of about 10.89% or RMB 12.15 million, primarily due to increased costs from one-stop value chain services and SaaS platform services[40] - Selling expenses decreased to approximately RMB 7.20 million from RMB 8.94 million, a year-on-year decline of about 19.44% or RMB 1.74 million[44] - Administrative expenses increased to approximately RMB 18.30 million from RMB 12.64 million, a year-on-year rise of about 44.83% or RMB 5.66 million[45] - Loss before income tax decreased to approximately RMB 6.58 million from RMB 17.91 million, a year-on-year reduction of about RMB 11.32 million, mainly due to increased revenue and gross profit[49] Assets and Liabilities - Total assets as of December 31, 2024, were RMB 131,116,000, compared to RMB 108,926,000 in 2023, reflecting growth in asset base[15] - Total liabilities increased to RMB 127,427,000 in 2024 from RMB 105,351,000 in 2023, indicating higher leverage[15] - Current assets totaled RMB 129,510,000 in 2024, up from RMB 105,348,000 in 2023, indicating better liquidity[15] - The total borrowings increased to approximately RMB 28.56 million from RMB 17.98 million, with a capital debt ratio of 774.27% compared to 502.83% in the previous year[55][58] - Cash and cash equivalents decreased to approximately RMB 6.21 million from RMB 12.44 million, reflecting a net decrease of RMB 6.23 million[54] Market and Industry Insights - The Chinese economy grew by 5% in 2024, with GDP reaching RMB 134,908.4 billion, highlighting the stability and resilience of the market[27] - The exhibition industry in China hosted a total of 3,844 trade and economic exhibitions, with a total exhibition area of 155 million square meters, representing a year-on-year growth of 10.1%[17] - The automotive market in China is projected to see production and sales volumes of 31.28 million and 31.43 million vehicles in 2024, reflecting growth rates of 3.7% and 4.5% respectively[28] - The number of industrial and technology exhibitions in China reached 1,064 in 2024, a significant increase of 63.4% year-on-year[29] - The service industry accounted for 56.7% of China's GDP, reflecting its critical role as an economic growth engine[27] Strategic Plans and Future Outlook - The company plans to focus on market expansion and new product development in the upcoming fiscal year[14] - The management expressed optimism about future growth prospects despite the challenges faced in the previous years[14] - The company aims to integrate advanced leasing SaaS platforms and blockchain technology to enhance operational efficiency and provide more value-added services[24] - The company aims to enhance its service offerings by expanding into non-automotive sectors and developing a comprehensive SaaS platform for supply chain management and customer relationship management[32] - The company recognizes the importance of risk reduction and business diversification, focusing on upgrading and strengthening its non-automotive sector[32] - The company is actively considering acquiring a digital services entity operating in mainland China, with plans to enhance operational capabilities and optimize technology integration[81] - The company plans to strengthen strategic partnerships in key markets to promote resource exchange and innovate its product supply and customer service models[80] Corporate Governance and Management - The company has established a remuneration committee to review the remuneration of directors and the five highest-paid individuals for the year, with details provided in the financial statements[150] - The company has maintained good working relationships with employees, with no labor disputes reported during the year[129] - The company is committed to sustainable development and environmental protection, adhering to relevant laws and regulations[127] - The company has established an audit committee in accordance with GEM Listing Rules, which is responsible for reviewing financial statements and monitoring internal control procedures[192] - The company has complied with all applicable corporate governance codes, with a noted deviation regarding the separation of roles for the Chairman and CEO[165] Shareholder Information - The company does not recommend the payment of any dividends for the year[19] - The company has no significant contingent liabilities as of December 31, 2024, consistent with the previous year[70] - The company has maintained at least 25% of its issued shares held by the public, complying with the minimum public float requirement[163] - The company has adopted a share option scheme to attract and retain top talent, providing additional incentives to employees and partners[175] - The total number of shares that can be issued due to the exercise of stock options under the plan is capped at 10% of the total issued shares at the grant date[177] Key Personnel - Mr. Huang serves as both the Chairman and CEO, a decision made for effective management given his over 13 years of industry experience[166] - Mr. Li holds a 7.87% equity interest in the company, amounting to 10,000,000 shares[97] - Mr. Lian has over 13 years of management experience in the banking and fund sectors, with a strong network in China and Southeast Asia[98] - Mr. Chen has over 19 years of experience in IT technology, product development, and digital transformation projects[92] - The company plans to expand its management team with experienced professionals from various sectors, enhancing its strategic capabilities[94] Risk Management - The company relies heavily on the automotive industry for its exhibition and event management services, which poses a risk to its customer base expansion[64] - The company faces significant credit risk primarily from trade receivables, with over 70% coming from major automotive clients[75] - The management team maintains regular contact with automotive clients to assess their business status and creditworthiness[76] - The company is focused on enhancing its risk management and credit assessment capabilities through experienced personnel like Mr. Shen[92]

Financial Performance - For the fiscal year ending December 31, 2024, the group's revenue was approximately RMB 140,164,000, representing an increase of about 19.34% compared to RMB 117,446,000 for the fiscal year ending December 31, 2023[4] - The group reported a net loss of approximately RMB 6,323,000 for the fiscal year ending December 31, 2024, a significant improvement from a net loss of RMB 16,918,000 for the previous year[4] - The loss per share for the fiscal year ending December 31, 2024, was RMB 4.69, compared to RMB 14.10 for the fiscal year ending December 31, 2023[4] - The group's gross profit for the fiscal year ending December 31, 2024, was RMB 16,426,000, up from RMB 5,862,000 in the previous year[5] - The company reported a total operating loss of RMB 5,399,000, with a pre-tax loss of RMB 6,582,000 for the year ended December 31, 2024[33] - The group recorded a loss before tax of approximately RMB 6.58 million, an improvement from a loss of RMB 17.91 million in the previous year[87] - The total loss for the year was approximately RMB 6.32 million, compared to a loss of RMB 16.92 million in the previous year, reflecting a year-on-year improvement of about RMB 10.60 million[89] Assets and Liabilities - Total assets as of December 31, 2024, amounted to RMB 129,510,000, an increase from RMB 105,348,000 as of December 31, 2023[6] - The group's cash and bank balances decreased to RMB 6,211,000 as of December 31, 2024, down from RMB 12,439,000 in the previous year[6] - Trade receivables increased to RMB 49,868,000 as of December 31, 2024, compared to RMB 37,460,000 in the previous year[6] - Non-current assets decreased to RMB 1,606,000 as of December 31, 2024, from RMB 3,578,000 in the previous year[6] - As of December 31, 2024, the total interest-bearing borrowings of the group amounted to approximately RMB 28,563,000, of which approximately RMB 26,563,000 is due within 12 months[25] - Trade payables rose to RMB 70,689,000 in fiscal year 2024 from RMB 61,253,000 in fiscal year 2023, marking an increase of approximately 15.3%[53] - Trade payables and notes payable as of December 31, 2024, totaled RMB 73,689 thousand, an increase of 14.8% from RMB 64,253 thousand in 2023[55] Cash Flow and Financing - The group recorded a net cash outflow from operating activities of approximately RMB 20,854,000 for the year ending December 31, 2024[25] - The company is currently negotiating repayment schedules with several creditors to manage its cash flow effectively[26] - The company is seeking extensions and renewals for bank loans and other borrowings that are due[26] - Financing costs netted RMB (1,183,000) in 2024, compared to RMB (577,000) in 2023, showing an increase in financing costs by approximately 104.5%[39] - Total interest-bearing borrowings increased to RMB 28,563,000 from RMB 17,976,000, representing a growth of 58.5% year-over-year[98] Revenue Segments - Revenue from external customers for the exhibition and event services segment was RMB 122,716,000, while e-commerce services generated RMB 17,448,000, totaling RMB 140,164,000 for the reporting period[33] - Revenue from exhibition and event-related services increased to RMB 117,582,000 in 2024 from RMB 101,515,000 in 2023, representing a growth of approximately 15.8%[37] - Revenue from automotive-related exhibitions and activities was RMB 49.67 million, accounting for 35.44% of total revenue, while non-automotive-related exhibitions generated RMB 67.91 million, contributing 48.45%[74] Employee and Operational Costs - Total employee costs for fiscal year 2024 were approximately RMB 7,552,000, compared to RMB 5,983,000 in fiscal year 2023, showing an increase of around 26.3%[47] - Employee costs, including director remuneration, were approximately RMB 16.16 million, up from RMB 13.44 million, reflecting a 20.4% increase[110] - Administrative expenses rose to approximately RMB 18.30 million, an increase of about 44.83% or RMB 5.66 million year-on-year[83] - Selling expenses decreased to approximately RMB 7.20 million, down about 19.44% or RMB 1.74 million year-on-year[81] Strategic Initiatives and Future Outlook - The company is actively considering acquiring a business in the digital services sector in mainland China, with plans to proceed in the coming months[123] - The company aims to enhance operational efficiency and unlock long-term value through identified growth opportunities[123] - The company is focusing on upgrading and strengthening its non-automotive sector by launching innovative one-stop value chain services and SaaS platform solutions[70] - The company recognizes the importance of reducing risks and diversifying its business, leading to significant investments in related fields[72] - The group aims to enhance cost efficiency and solidify its existing business model while transitioning to a structure aligned with new technological advancements[121] Market and Economic Context - The service industry contributed RMB 76,558.3 billion to GDP in 2024, growing by 5.0% year-on-year, indicating its critical role in China's economic growth[62] - The number of trade exhibitions held in China in 2024 was 3,844, with exhibition area increasing by 10.1% to 1.55 million square meters, demonstrating stable development in the exhibition industry[65] - According to KPMG, China's GDP growth rate is expected to reach 5% in 2024, slightly lower than 5.2% in 2023, but in line with the government's target[119] - The International Monetary Fund has revised China's 2025 economic growth forecast to 4.6%, reflecting ongoing economic challenges[120] Governance and Compliance - The Audit Committee was established on May 16, 2018, in compliance with GEM Listing Rules, consisting of three independent non-executive directors[133] - The independent non-executive directors have confirmed their independence according to GEM Listing Rules, and the company considers all of them to be independent individuals[134] - The auditor, Fook Wai Ma Choi & Co., confirmed that the financial figures in the preliminary announcement are consistent with the group's consolidated financial statements for the year ending December 31, 2024[135] - The annual report for the year ending December 31, 2024, will include all information required by GEM Listing Rules and will be sent to shareholders[136]

Financial Performance - For the first half of 2024, the Group reported a revenue of RMB 616.836 billion, representing a year-on-year growth of 5.0%[19] - The total revenue for the reporting period was approximately RMB 58.42 million, a year-on-year increase of about 12.63% or RMB 6.55 million[28][27] - The company reported revenue of RMB 58,416,000 for the six months ending June 30, 2024, representing a 12.9% increase from RMB 51,873,000 in the same period of 2023[79] - The company reported a profit of RMB 4,548,000 for the six months ended June 30, 2024, compared to a loss of RMB (9,201,000) in the same period of 2023, indicating a significant turnaround in performance[96] - The group recorded a profit before tax of approximately RMB 60.6 million for the reporting period, an increase of about RMB 152.5 million compared to a loss of RMB 91.9 million for the same period in 2023[42] - The group reported a net profit of approximately RMB 60.3 million for the reporting period, an increase of about RMB 152.6 million compared to a loss of RMB 92.0 million for the six months ended June 30, 2023[44] Industry Growth - The value added of the primary industry was RMB 30.66 billion, with a year-on-year increase of 3.5%[19] - The value added of the secondary industry reached RMB 236.53 billion, growing by 5.8% year-on-year[19] - The value added of the tertiary industry was RMB 349.646 billion, reflecting a year-on-year growth of 4.6%[19] - The Chinese credit leasing market was valued at RMB 162.2 billion in 2020 and is projected to reach RMB 714.7 billion by 2025, with a compound annual growth rate (CAGR) of 34.3%[20] - The company aims to integrate advanced leasing SaaS platforms and blockchain technology to develop a reliable risk control system[20] Service Industry Performance - In June 2024, the service industry production index increased by 4.7% year-on-year[19] - The operating income of large-scale service enterprises grew by 8.5% year-on-year in the first five months of 2024[19] - The business activity index for the service industry was recorded at 50.2 in June 2024, indicating stable growth[19] - The business activity expectation index for the service industry rose to 57.6%, an increase of 0.6 percentage points from the previous month[19] Revenue Breakdown - Revenue from automotive-related exhibitions and events decreased by approximately 12.94% year-on-year to RMB 24.84 million, accounting for 42.52% of total revenue[28][29] - Revenue from non-automotive-related exhibitions and events increased by approximately 26.38% year-on-year to RMB 23.86 million, representing 40.85% of total revenue[28][29] - The company recorded a gross profit of approximately RMB 6.84 million, an increase of about RMB 5.81 million year-on-year, primarily due to effective cost control measures[20] Cost Management - The cost of services increased to approximately RMB 51.58 million, a year-on-year increase of about 1.44% or RMB 0.73 million[32][31] - Sales expenses decreased by approximately 67.30% year-on-year to RMB 1.28 million, primarily due to reductions in various expense categories[36] - Administrative expenses for the six months ended June 30, 2024, amounted to approximately RMB 81.52 million, an increase of about 15.24% compared to RMB 70.74 million for the same period in 2023[38] - Employee costs for the period amounted to approximately RMB 6.67 million, a decrease from RMB 8.54 million in the previous year[55] Cash Flow and Liquidity - Cash and cash equivalents at the end of the reporting period were approximately RMB 111.77 million, compared to RMB 48.00 million as of June 30, 2023[46] - The company regularly monitors its cash reserves to meet both short-term and long-term liquidity needs[59] - The group continues to monitor cash flow forecasts to ensure sufficient liquidity for operational needs[90] Shareholder Information - The major shareholders include A&B Development holding 39,645,000 shares (31.97%) and Yongjia Yuan holding 11,987,500 shares (9.67%) as of June 30, 2024[70] - A&B Development and Yongjia Yuan entered a share option agreement on December 2, 2022, allowing Yongjia Yuan to purchase up to 12,000,000 shares at HKD 1.00 each within a two-year period[71] - The company has not granted, exercised, or canceled any share options during the reporting period, with a total of 12,000,000 options available for grant, representing approximately 10% of the issued share capital at listing[74] Corporate Governance - The company has complied with all applicable corporate governance codes, except for a deviation regarding the roles of the chairman and CEO[61] - The company has established an audit committee to oversee financial reporting and internal controls, ensuring compliance with applicable accounting standards[77] - The company has not engaged in any significant acquisitions or disposals during the reporting period[53] Future Plans - The company aims to enhance its digital service capabilities through the development of a SaaS solution integrating supply chain management and risk control[26] - The company plans to expand its business layout by developing advertising and other exhibition and promotion services[20] - The company plans to improve the management of exhibitions and events to enhance customer service and create sustainable returns for shareholders[60]

Financial Performance - For the reporting period, the group's revenue from continuing operations was approximately RMB 58.42 million, an increase of about 12.63% compared to RMB 51.87 million in the same period of 2023[2] - The group's gross profit for the reporting period was approximately RMB 6.84 million, representing an increase of approximately 564.08% from RMB 1.03 million in the same period of 2023[2] - The profit attributable to equity holders from continuing and discontinued operations increased from a loss of approximately RMB 9.20 million in the same period of 2023 to a profit of approximately RMB 4.54 million in the reporting period[2] - The basic earnings per share attributable to equity holders for the reporting period was RMB 3.67, compared to a loss of RMB 7.67 in the same period of 2023[3] - The operating profit for the reporting period was RMB 6.40 million, compared to an operating loss of RMB 8.91 million in the same period of 2023[3] - For the six months ended June 30, 2024, the company reported a total profit attributable to shareholders of RMB 4,548,000, compared to a loss of RMB 9,201,000 in the same period of 2023[20] - The basic earnings per share for the six months ended June 30, 2024, was RMB 3.67, a significant improvement from a loss of RMB 7.67 per share in the prior year[20] - The pre-tax profit for the reporting period was approximately RMB 6.06 million, an increase of about RMB 15.25 million compared to a pre-tax loss of RMB 9.19 million for the six months ended June 30, 2023[50] - The profit for the reporting period was approximately RMB 6.03 million, compared to a loss of approximately RMB 9.20 million for the six months ended June 30, 2023, representing an increase of about RMB 15.26 million[52] Revenue Breakdown - Revenue from automotive-related exhibition and event services decreased to RMB 24,837 thousand, down 12.3% from RMB 28,528 thousand in the previous year[17] - Revenue from non-automotive-related exhibition and event services increased significantly to RMB 23,864 thousand, up 26.4% from RMB 18,882 thousand in the previous year[17] - The new subsidiary supplying consumer products generated revenue of RMB 8.14 million, accounting for 13.94% of total revenue[39] - The SaaS platform service generated revenue of RMB 28,000, accounting for 0.05% of total revenue[39] - The company's total revenue increased by approximately 12.63% year-on-year, from RMB 51.87 million to RMB 58.42 million[36] - Revenue from automotive-related exhibitions and activities decreased by approximately 12.94% year-on-year, from RMB 28.53 million to RMB 24.84 million, accounting for 42.52% of total revenue[38] - Revenue from non-automotive-related exhibitions and activities increased by approximately 26.38% year-on-year, from RMB 18.88 million to RMB 23.86 million, accounting for 40.85% of total revenue[38] Assets and Liabilities - The total assets as of June 30, 2024, amounted to RMB 129.40 million, an increase from RMB 108.93 million as of December 31, 2023[5] - The total liabilities as of June 30, 2024, were RMB 117.56 million, compared to RMB 105.35 million as of December 31, 2023[5] - The group’s equity attributable to owners increased to RMB 11.83 million as of June 30, 2024, from RMB 3.58 million as of December 31, 2023[5] - Trade receivables as of June 30, 2024, amounted to RMB 27,016,000, down from RMB 53,582,000 as of December 31, 2023, indicating a reduction in outstanding receivables[22] - The net trade receivables after impairment provisions were RMB 19,638,000 as of June 30, 2024, compared to RMB 37,460,000 at the end of 2023[22] - Trade payables as of June 30, 2024, were RMB 69,341,000, an increase from RMB 64,253,000 as of December 31, 2023, indicating a rise in obligations[26] - The total interest-bearing borrowings as of June 30, 2024, amounted to RMB 22,976 thousand, up from RMB 17,976 thousand as of December 31, 2023, indicating an increase of approximately 27.9%[58] - The equity total increased to RMB 11,840 thousand as of June 30, 2024, compared to RMB 3,575 thousand at the end of 2023, reflecting a growth of 230.5%[58] Cash Flow - The cash and cash equivalents as of June 30, 2024, were RMB 11.18 million, a decrease from RMB 12.44 million as of December 31, 2023[5] - Cash and cash equivalents at the end of the period were RMB 11,177 thousand, compared to RMB 4,800 thousand at the end of the same period last year[7] - Operating cash flow for the six months ended June 30, 2024, was RMB (9,187) thousand, a decrease from RMB 1,468 thousand in the same period of 2023[7] - In the first half of 2024, the net cash used in operating activities was RMB (9,187) thousand, a significant decline compared to RMB 1,468 thousand in the same period of 2023[55] - Net cash generated from financing activities was RMB 7,867 thousand, a significant increase from a net cash outflow of RMB (1,128) thousand in the same period of 2023[7] - The company raised RMB 3,717 thousand from the issuance of ordinary shares during the reporting period[7] - The company completed a placement of 4,000,000 shares at a price of HKD 1 per share, raising approximately RMB 3,670,115 after expenses[25] - The company raised approximately HKD 3.95 million through a subscription agreement to supplement its working capital, with a subscription price of HKD 1 per share, representing a premium of about 20.48% over the market price at the time of the agreement[60] Expenses - Selling expenses decreased by approximately 67.30% from RMB 3.91 million to about RMB 1.28 million, primarily due to reductions in compensation and advertising expenses[43] - Administrative expenses increased by approximately 15.24% from RMB 7.07 million to about RMB 8.15 million, mainly due to increases in employee costs and auditor fees[46] - The service cost increased from approximately RMB 50.85 million to about RMB 51.58 million, representing a year-on-year increase of approximately 1.44% or RMB 0.73 million[40] - The cost of services provided by suppliers decreased from approximately RMB 43.78 million to about RMB 38.50 million, a year-on-year decrease of approximately 12.05% or RMB 5.28 million, accounting for 74.65% of total service costs during the reporting period[41] Other Income and Tax - The group reported a significant increase in other income, which rose to RMB 9.58 million from RMB 1.05 million in the same period of 2023[3] - The company reported other income of RMB 9,578,000 for the six months ended June 30, 2024, compared to RMB 1,047,000 in the same period of 2023, reflecting a substantial increase[18] - The income tax expense for the six months ended June 30, 2024, was RMB 1,516,000, compared to RMB 13,000 in the same period of 2023, reflecting a notable increase in tax obligations[19] Corporate Governance and Compliance - The company has not applied any new or revised Hong Kong Financial Reporting Standards that are not yet effective, which are expected to have a significant impact on the financial statements[12] - The company has complied with all applicable corporate governance codes, except for a deviation regarding the roles of the chairman and CEO[69][70] - The audit committee has reviewed the unaudited interim financial statements for the six months ending June 30, 2024, confirming compliance with applicable accounting standards[77] - The company has not engaged in any significant transactions with related parties during the periods ended June 30, 2023, and June 30, 2024[28] - No related party transactions or ongoing related party transactions were established during the reporting period[72] Economic Context - The Chinese economy's GDP grew by 5.2% year-on-year, reaching RMB 12,605.82 billion[30] - In the first half of 2024, China's GDP is expected to grow by 5.0% year-on-year, indicating a stable economic recovery despite complex international conditions[68] Strategic Initiatives - The company aims to enhance its digital service capabilities through the development of an ERP SaaS solution that integrates supply chain management and risk control[35] - The company aims to develop an ERP SaaS technology solution tailored for e-commerce business clients, integrating supply chain management, risk control, and customer relationship management functions[61] - The group aims to enhance the management of exhibitions and events, improve customer service, and create sustainable returns for shareholders[68] - A new subsidiary was established in April 2024 to sell consumer products in Wuhan, China, with the company holding a 51% stake[60] - The new consumer product subsidiary began operations in April 2024, focusing on the Wuhan market[34] Staffing and Employee Costs - As of June 30, 2024, the company employed 69 staff members, with total employee costs around RMB 6.67 million, a decrease from RMB 8.54 million in the previous year[63] Risk Management - The company continues to monitor its liquidity risk and cash flow forecasts to ensure sufficient cash for operational needs[16] - The group maintains close communication with automotive clients to assess credit risk, believing the inherent credit risk for outstanding trade receivables from these clients is low[66] - The group regularly monitors cash flow needs to ensure sufficient cash reserves for operational demands, utilizing rolling forecasts for liquidity management[67] - The company reported no significant contingent liabilities as of June 30, 2024, maintaining a stable financial position[62] - The company has no significant foreign exchange risk as its operations are primarily conducted in RMB[64]

Financial Performance - For the fiscal year ended December 31, 2023, Dowway Holdings Limited reported total revenue of RMB 117,446,000, a decrease of 33.8% compared to RMB 177,132,000 in 2022[13]. - The gross profit for the same period was RMB 5,862,000, representing a gross margin of 5%[13]. - The net loss for the year was RMB 16,918,000, compared to a net loss of RMB 36,454,000 in 2022, indicating an improvement in financial performance[13]. - The total revenue for the year was approximately RMB 117.45 million, a decrease of about 33.70% compared to RMB 177.13 million in 2022[31]. - Revenue from exhibition and event-related services was RMB 101.52 million, accounting for 86.44% of total revenue, a slight decrease of approximately 1.29% from RMB 102.84 million in the previous year[35]. - Revenue from advertising-related services dropped significantly to RMB 10.05 million, down approximately 85.10% from RMB 67.41 million in 2022, representing 8.55% of total revenue[38]. - The group recorded a loss before income tax of approximately RMB 17.91 million for the year, a decrease of about RMB 19.05 million compared to a loss of RMB 36.96 million for the year ended December 31, 2022[48]. - The total loss for the year was approximately RMB 16.92 million, a reduction of about RMB 19.53 million compared to a loss of RMB 36.45 million for the year ended December 31, 2022[50]. Assets and Liabilities - Total assets decreased to RMB 108,926,000 from RMB 137,071,000 in 2022, while total liabilities were RMB 105,351,000, down from RMB 116,578,000[14]. - The total non-current assets decreased to RMB 3,578,000 from RMB 7,876,000 in 2022, reflecting a shift in asset management strategy[14]. - As of December 31, 2023, the group's cash and cash equivalents amounted to approximately RMB 12.44 million, up from approximately RMB 4.25 million as of December 31, 2022[54]. - The total bank borrowings as of December 31, 2023, were RMB 17.98 million, an increase from RMB 10.00 million as of December 31, 2022[55]. - The capital debt ratio as of December 31, 2023, was 502.83%, significantly higher than 48.80% as of December 31, 2022[58]. Client Base and Market Presence - The company maintained a strong client base, including global brands such as Lamborghini and Volkswagen, indicating continued market presence[16]. - Dowway Holdings Limited operates in over 50 major cities in China, showcasing its extensive market reach[16]. - The company is committed to diversifying its client base beyond the automotive sector to mitigate over-reliance on automotive exhibition and event management services[21]. - The group relies heavily on the automotive industry for exhibition and event management services, with most clients being automotive companies, which poses a risk to expanding the customer base[15]. - Sales to the top five customers accounted for approximately 51.86% of total revenue, down from 58.27% in the previous year[118]. Operational Efficiency and Strategy - The company aims to enhance operational efficiency and pursue strategic partnerships to adapt to the evolving industry landscape[21]. - The company plans to explore effective cost control measures and optimize operational and personnel costs[83]. - The strategic focus will be on service product planning and restructuring, along with adjusting the profit model[83]. - A comprehensive strategic plan has been developed to achieve customer diversification across high-growth industries and accelerate digital transformation through strategic technology investments[83]. - The company aims to diversify its business by expanding into non-automotive sectors and broadening its investment portfolio[83]. Industry Trends and Challenges - The digital economy's rapid development is reshaping the exhibition industry, necessitating a shift towards digitalization and hybrid exhibition models[26]. - The group faces significant risks related to cost control measures due to rising labor and material costs impacting the exhibition and event services[65]. - The group anticipates pressure on resource allocation due to proposals for new low-margin clients in new market segments, which may affect future development[73]. - The group faces challenges due to fluctuating consumer preferences and geopolitical tensions, which may impact the exhibition industry[82]. Corporate Governance and Shareholder Information - The company has adhered to the corporate governance code, with a noted deviation regarding the roles of chairman and CEO[156]. - The board consists of four executive directors and three independent non-executive directors, ensuring compliance with GEM listing rules[196]. - The company has implemented a board diversity policy, considering factors such as gender, age, cultural and educational background, and professional experience[200]. - The company has a stock option plan approved on May 16, 2018, aimed at attracting and retaining top talent[169]. - The company has adopted the GEM Listing Rules as the standard for securities trading by directors, confirming compliance with the trading standards throughout the year[183].

Financial Performance - For the year ended December 31, 2023, the total revenue was RMB 117,446,000, a decrease of 33.73% compared to RMB 177,132,000 for the previous year[6] - The gross profit for the year was RMB 5,862,000, representing a gross margin of 5.00%[6] - The operating loss for the year was RMB 17,328,000, improved from an operating loss of RMB 36,256,000 in the previous year[6] - The net loss attributable to owners of the company was RMB 16,918,000, compared to RMB 36,454,000 in the previous year, indicating a significant reduction in losses[6] - The basic loss per share for the year was RMB 14.10, improved from RMB 31.82 in the previous year[6] - Revenue from external customers for the year ended December 31, 2023, was RMB 117,446,000, a decrease of 33.8% from RMB 177,132,000 in 2022[44] - The operating loss for the year ended December 31, 2023, was RMB 17,328,000, compared to an operating loss of RMB 36,256,000 in 2022, representing a 52.2% improvement[44] - The net loss for the year ended December 31, 2023, was RMB 16,918,000, down from RMB 36,454,000 in 2022, indicating a 53.6% reduction in losses[44] - The group reported a pre-tax loss of RMB 16,918,000 for the year ended December 31, 2023, compared to a loss of RMB 36,454,000 in 2022, indicating a 53.6% improvement year-over-year[57] Assets and Liabilities - Total assets as of December 31, 2023, were RMB 105,348,000, compared to RMB 129,195,000 in the previous year[8] - The total liabilities decreased to RMB 103,395,000 from RMB 110,480,000 in the previous year, indicating a reduction in financial obligations[8] - Cash and bank balances increased to RMB 12,439,000 from RMB 4,251,000, showing improved liquidity[8] - The company reported a net asset value of RMB 3,575,000, down from RMB 20,493,000 in the previous year[9] - Trade receivables decreased to RMB 53,582,000 in 2023 from RMB 64,912,000 in 2022, reflecting a reduction of approximately 17.5%[60] - The net amount of trade receivables after expected credit loss provisions was RMB 37,460,000, down from RMB 49,157,000 in the previous year, a decline of about 23.8%[60] - The total liabilities, including trade payables and accrued expenses, amounted to RMB 75,589 thousand in 2023, down from RMB 90,017 thousand in 2022, a decrease of about 16.0%[62] Revenue Breakdown - Revenue from exhibition and event-related services was RMB 101.52 million, accounting for 86.44% of total revenue, reflecting a decrease of approximately 1.29% from RMB 102.84 million in the previous year[81] - Revenue from advertising-related services dropped significantly to approximately RMB 10.05 million, a decrease of about 85.10% from RMB 67.41 million in the previous year[82] - Major customer A contributed RMB 25,243,000 to revenue in 2023, down 50.3% from RMB 50,743,000 in 2022[47] - Major customer B contributed RMB 12,283,000 in 2023, which was not present in 2022, indicating new customer acquisition[47] Expenses and Costs - Employee benefits expenses, including directors' remuneration, increased to RMB 13,439,000 in 2023 from RMB 9,634,000 in 2022, representing an increase of approximately 39.0%[57] - The total depreciation of property and equipment was RMB 82,000 in 2023, significantly lower than RMB 1,086,000 in 2022, indicating a decrease of about 92.4%[55] - Sales expenses rose to approximately RMB 8.94 million, an increase of about 13.94% or RMB 1.09 million compared to the previous year[86] - Administrative expenses increased to approximately RMB 12.64 million, up about 7.72% or RMB 0.91 million year-over-year[87] - Service costs decreased from approximately RMB 171.75 million to about RMB 111.58 million, a reduction of approximately 35.03% or RMB 60.17 million[83] Strategic Focus and Future Plans - The company plans to focus on market expansion and new product development to drive future growth[5] - The company aims to shift its focus from advertising services to exhibition and exhibition hall businesses to better align with post-pandemic market demands[80] - The group aims to expand its non-automotive business to reduce risk and promote business diversification[129] - The group has developed a strategic plan to diversify its customer base across high-growth industries and accelerate digital transformation through strategic technology investments[130] Compliance and Governance - The financial statements are prepared in accordance with Hong Kong Financial Reporting Standards and comply with the applicable disclosure requirements of the GEM Listing Rules[13] - The audit committee was established on May 16, 2018, in compliance with GEM Listing Rules, consisting of three independent non-executive directors[143] - The audit committee reviewed the annual audited consolidated financial statements and confirmed that the preparation of the annual results complied with applicable accounting standards and regulations[143] Market Conditions and Economic Outlook - The macroeconomic recovery in China is expected to continue driving demand in various sectors, including entertainment, travel, and sports[67] - The group expects a moderate global economic growth of about 3% in 2024, with domestic consumption in China contributing over 80% to the GDP growth of 5.2% in 2023[126] - The latest data shows that the service sector in China continues to grow, albeit at a slower pace, with the composite PMI index slightly declining from 52.7 to 52.5[127] Risks and Challenges - The company faces significant risks due to low entry barriers in the exhibition services industry and intense competition[109] - The majority of the company's clients are in the automotive sector, which poses a risk to expanding the customer base[109] - Future expansion into new market segments may exert significant pressure on resource allocation[114] - The company cannot guarantee sufficient resources to support future development, which may be affected by customer preferences and overall market conditions[114]

Financial Performance - For the nine months ended September 30, 2023, the company managed and coordinated 90 exhibition and event projects, generating revenue of approximately RMB 732 million, a decrease of RMB 27.61 million or about 27.39% year-on-year [13] - The company recorded a gross profit of approximately RMB 1.76 million, a decrease of about RMB 2.58 million year-on-year, primarily due to reduced sales revenue [13] - The net loss attributable to the owners of the company was approximately RMB 12.93 million during the reporting period [13] - Total revenue for the reporting period decreased to approximately RMB 73.20 million, a year-on-year decline of about 27.40% or approximately RMB 27.62 million [22] - Revenue from automotive-related exhibition and event services decreased to approximately RMB 37.83 million, a year-on-year decrease of about 30.54% or approximately RMB 16.63 million, accounting for 51.67% of total revenue [27] - Revenue from non-automotive-related exhibition and event services increased to approximately RMB 27.87 million, a year-on-year increase of about 579.76% or approximately RMB 23.77 million, accounting for 38.07% of total revenue [27] - The gross profit for the third quarter was RMB 728,000, down 82.3% from RMB 4,103,000 year-over-year [92] - The net loss for the nine months ended September 30, 2023, was RMB 12,931,000, compared to a net loss of RMB 9,106,000 for the same period in 2022, reflecting a 42.5% increase in losses [92] Operational Highlights - The company completed 71 exhibition and event projects during the reporting period [22] - The company aims to enhance its service offerings by focusing on core customer needs and expanding into advertising and other exhibition promotion businesses [15] - The company plans to maintain its leading position in the industry by seizing market development opportunities and promoting the growth of its exhibition and event management services [15] - The company is focusing resources on higher-margin businesses in response to the decline in advertising-related services [24] - The group anticipates submitting lower-margin proposals to potential new clients in new market segments, which may exert significant pressure on resource allocation [63] Financial Position - The total cash and cash equivalents at the end of the reporting period amounted to approximately RMB 14.08 million, a significant increase from RMB 4.10 million as of September 30, 2022 [43] - The company’s bank borrowings as of September 30, 2023, were RMB 14.60 million, up from RMB 10.00 million as of September 30, 2022, with no other outstanding bank overdrafts or significant external debt financing plans [44] - The capital debt ratio increased to 158.94% as of September 30, 2023, compared to 45.21% as of December 31, 2022, indicating a significant rise in leverage [48] - Total assets as of September 30, 2023, were RMB 111,718,000, down 18.5% from RMB 137,071,000 at the end of 2022 [94] - Total equity attributable to the owners of the company decreased to RMB 9,186,000 from RMB 22,117,000 at the end of 2022, a decline of 58.5% [94] Governance and Management - The company appointed Mr. Cai Jiacheng as an independent non-executive director and chairman of the audit committee effective October 27, 2023 [76] - The company maintains a strong governance structure with a clear separation of roles between the chairman and CEO [75] - The company has complied with GEM listing rules regarding the appointment of independent directors with appropriate professional qualifications [76] Market Environment - The external environment remains complex and severe, with insufficient domestic demand, necessitating a solid foundation for sustained economic recovery [15] - The Chinese government is expected to continue implementing policies to stabilize employment, finance, and investment, which may positively impact the group's business environment [72] - The company faced significant risks including intense competition in the exhibition services industry and reliance on the automotive sector for its exhibition and event management services [55] Employee and Labor Relations - As of September 30, 2023, the group employed 63 staff members, with employee costs amounting to RMB 12.56 million, an increase from RMB 9.52 million as of September 30, 2022 [64] - The group has not faced any significant labor disputes during the reporting period, maintaining good employee relations [65] Cash Flow and Financing - The cash flow from operating activities for the nine months ended September 30, 2023, was RMB 5,329,000, a significant improvement from a cash outflow of RMB 12,516,000 in the same period of 2022 [99] - The financing activities generated a net cash inflow of RMB 4,319,000 for the nine months ended September 30, 2023, down from RMB 9,934,000 in the same period of 2022 [99] Shareholder Information - The company did not recommend the payment of dividends for the reporting period [13] - The company did not declare or pay any dividends for the periods ended September 30, 2022, and September 30, 2023 [121] - There were no competitive interests from directors or major shareholders during the reporting period [77]

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內 容概不負責，對其準確性或完整性亦不發表任何聲明，並明確表示概不 就因本公告全部或任何部分內容而產生或因倚賴該等內容而引致的任 何損失承擔任何責任。 Dowway Holdings Limited 天 平 道 合 控 股 有 限 公 司 （於開曼群島註冊成立的有限公司） （股份代號：8403） 截 至 二 零 二 三 年 九 月 三 十 日 止 九 個 月 第 三 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 了 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 普 遍 為 中 小 型 公 司，在GEM買 賣 的 證 券 可 能 會 較 於 聯 交 所 主 板 買 賣 之 證 券 承 受 較 大 的 市 場 波 動 風 險，同 時 無 法 保 證 在 GEM買賣的證券會有高流通量的市場。 本 公 告 乃 ...