Financial Performance - The company reported revenue of RMB 4,796,000 for the three months ended March 31, 2021, representing a 138.5% increase compared to RMB 2,009,000 for the same period in 2020[3]. - Other income for the same period was RMB 368,000, up from RMB 42,000 in the previous year, indicating a significant growth[3]. - The company achieved a profit before tax of RMB 1,031,000, compared to a loss of RMB 2,046,000 in the prior year, marking a turnaround in financial performance[3]. - Net profit attributable to owners of the company was RMB 579,000, a recovery from a loss of RMB 1,761,000 in the same quarter of 2020[3]. - Basic and diluted earnings per share for the period were RMB 0.07, compared to a loss per share of RMB 0.22 in the previous year[3]. - The total comprehensive income for the period was RMB 583,000, compared to a loss of RMB 1,814,000 in the same quarter of 2020[3]. - The company reported a net profit of approximately RMB 579,000 for the three months ended March 31, 2021, compared to a net loss of approximately RMB 1.8 million for the same period in 2020, indicating a significant recovery[25]. - Revenue increased by approximately RMB 2.8 million or 139% to approximately RMB 4.8 million for the three months ended March 31, 2021, compared to approximately RMB 2.0 million for the same period in 2020[28]. Cost Management - The company reported a decrease in employee benefit expenses to RMB 2,445,000 from RMB 2,513,000 year-on-year, reflecting cost management efforts[3]. - Project costs increased by approximately RMB 0.8 million or 100% to approximately RMB 1.6 million for the three months ended March 31, 2021, aligning with the revenue growth[29]. - Employee benefits expenses remained stable at approximately RMB 2.5 million for 2020 and RMB 2.4 million for 2021, showing no significant change[30]. - The company experienced a decrease in other operating expenses from approximately RMB 1.1 million to approximately RMB 0.5 million for the three months ended March 31, 2021[31]. - Financing costs related to lease liabilities were RMB 2,000 for the three months ended March 31, 2020, and zero for the same period in 2021, indicating a reduction in leasing expenses[32]. Corporate Governance - The financial statements were prepared in accordance with Hong Kong Financial Reporting Standards, ensuring compliance and transparency[9]. - The company has adopted the corporate governance code as per GEM Listing Rules, ensuring compliance with all applicable provisions[46]. - The audit committee, established on October 21, 2019, consists of independent non-executive directors, ensuring proper financial oversight and compliance[51]. - The company confirmed that all directors complied with the trading standards during the three months ended March 31, 2021, with no non-compliance incidents reported[43]. - The company is committed to enhancing corporate governance to protect and enhance shareholder value[46]. - There were no conflicts of interest reported among the directors and major shareholders during the three months ended March 31, 2021[45]. Shareholder Information - As of March 31, 2021, the company’s major shareholders, Mr. Zhou and Ms. Song, each hold 420,000,000 shares, representing 52.5% of the total equity[36]. - SRU Investment Limited and Mr. Fan each hold 120,000,000 shares, accounting for 15.0% of the total equity[39]. - The company has no major shareholders or other individuals holding registered interests in the company's shares as of March 31, 2021, apart from those disclosed[41]. - There were no purchases, sales, or redemptions of the company's listed securities by the company or any of its subsidiaries during the three months ended March 31, 2021[47]. - No stock options were granted, exercised, expired, or lapsed during the three months ended March 31, 2021, and there are no unexercised stock options under the plan[42]. Future Outlook - The company continues to focus on expanding its event management services and design and production services in the Chinese market[8]. - The company is cautiously planning a series of strategies to implement as the pandemic situation improves, anticipating a rebound in market demand[26]. - The board believes that the overall economic environment is gradually improving, which is expected to positively impact the company's financial performance in the near future[26]. Compliance and Audit - The financial performance for the first quarter ending March 31, 2021, has been reviewed by the audit committee and is compliant with applicable accounting standards and GEM listing rules[53]. - The financial results for the group are unaudited but have been adequately disclosed as per legal requirements[53].

旅橙文化控股有限公司 Orange Tour Cultural Holding Limited (Incorporated in the Cayman Islands with limited liability) Stock Code : 8627 Annual Report 2020 年報 Annual Report 2020 （於開曼群島註冊成立之有限公司） 股份代號：8627 年報 2020 香港聯合交易所有限公司（「聯交所」）GEM之特色 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上市的公司一般為中小型公司，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。 香港交易及結算所有限公司及聯交所對本報告的內容概不負責，對其準確性或完整性亦不發表任何聲明，並明 確表示概不就因本報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。 本報告的資料乃遵照聯交所 ...

Financial Performance - For the three months ended September 30, 2020, the group's revenue was RMB 2,401,000, a decrease of 85.2% compared to RMB 16,215,000 for the same period in 2019[4] - For the nine months ended September 30, 2020, the group's revenue was RMB 7,690,000, a decrease of 78.2% compared to RMB 35,304,000 for the same period in 2019[4] - The group reported a loss before tax of RMB 1,528,000 for the three months ended September 30, 2020, compared to a profit of RMB 6,709,000 for the same period in 2019[4] - The loss attributable to owners of the company for the three months ended September 30, 2020, was RMB 1,426,000, compared to a profit of RMB 4,562,000 for the same period in 2019[4] - The basic and diluted loss per share for the three months ended September 30, 2020, was RMB (0.18), compared to earnings of RMB 0.81 for the same period in 2019[4] - The total comprehensive loss for the nine months ended September 30, 2020, was RMB 3,503,000, compared to a total comprehensive income of RMB 9,583,000 for the same period in 2019[4] - The net loss for the nine months ended September 30, 2020, was approximately RMB 3.6 million, compared to a net profit of approximately RMB 9.9 million for the same period in 2019[27] Revenue Breakdown - Revenue from event management services for the nine months ended September 30, 2020, was RMB 3.0 million, a decrease from RMB 21.6 million in the same period of 2019[16] - Revenue from design and production services for the nine months ended September 30, 2020, was RMB 4.7 million, down from RMB 13.7 million for the same period in 2019[16] - The company's revenue decreased by approximately RMB 27.6 million or 78.2% from about RMB 35.3 million for the nine months ended September 30, 2019, to about RMB 7.7 million for the nine months ended September 30, 2020[30] Expenses and Costs - Employee benefits expenses increased due to a rise in the number of employees, contributing to the overall net loss[27] - The company recorded project costs of RMB 2.8 million for the nine months ended September 30, 2020, down from RMB 13.1 million in the same period of 2019[18] - Project costs decreased from approximately RMB 13.1 million for the nine months ended September 30, 2019, to about RMB 2.8 million for the nine months ended September 30, 2020, a reduction of approximately RMB 10.3 million or 78.6%[31] - Employee benefits expenses increased from approximately RMB 5.9 million for the nine months ended September 30, 2019, to about RMB 7.1 million for the nine months ended September 30, 2020, an increase of approximately RMB 1.3 million due to an increase in employee numbers[32] - Other operating expenses decreased from approximately RMB 2.2 million for the nine months ended September 30, 2019, to about RMB 1.7 million for the nine months ended September 30, 2020, due to a reduction in the number of projects undertaken[33] Dividends and Shareholder Information - The company did not recommend any dividend payment for the nine months ended September 30, 2020, consistent with 2019[22] - The board did not recommend the payment of any dividends for the nine months ended September 30, 2020[38] - Major shareholders include QY Investment Holding Limited, holding 420,000,000 shares, representing 52.5% of the company[40] Governance and Compliance - The company confirmed compliance with the GEM Listing Rules regarding securities trading by directors for the nine months ended September 30, 2020[51] - The company has adopted the corporate governance code as per GEM listing rules to enhance shareholder value and accountability[54] - The audit committee, established on October 21, 2019, includes independent non-executive directors and is responsible for reviewing financial information and internal controls[58] - The financial performance for the nine months ending September 30, 2020, has been reviewed by the audit committee and complies with applicable accounting standards[58] Cash and Financial Position - The group had cash and cash equivalents of RMB 21,283,000 as of September 30, 2020[6] Impact of COVID-19 - The company is closely monitoring the impact of the COVID-19 pandemic on its business and financial performance, with potential adjustments to its business plans as necessary[28] Other Financial Information - The company’s interest income for the nine months ended September 30, 2020, was RMB 130,000, compared to RMB 64,000 for the same period in 2019[16] - Financing costs remained relatively stable at approximately RMB 10,000 and RMB 8,000 for the nine months ended September 30, 2019, and 2020, respectively[36] - No further listing expenses will be recognized for the nine months ended September 30, 2020, following approximately RMB 0.4 million incurred for the nine months ended September 30, 2019[35] - The company has not granted, exercised, expired, or lapsed any share options under the share option scheme as of September 30, 2020[50] - The company has not applied any new or revised standards that have been issued but are not yet effective, and is currently assessing their impact[12] - The financial statements are prepared in accordance with Hong Kong Financial Reporting Standards and have not been audited[11]

Financial Performance - The company's revenue for the six months ended June 30, 2020, was RMB 5,289,000, a decrease of 72.3% compared to RMB 19,120,000 for the same period in 2019[24] - The net loss attributable to the owners of the company for the six months ended June 30, 2020, was RMB 2,125,000, compared to a profit of RMB 4,270,000 for the same period in 2019[24] - The company reported a basic and diluted loss per share of RMB 0.27 for the six months ended June 30, 2020, compared to earnings per share of RMB 0.71 for the same period in 2019[24] - Total comprehensive income for the six months ended June 30, 2020, was RMB 4,347,000, compared to RMB 4,270,000 for the same period in 2019, representing a slight increase[34] - Revenue from event management services for the six months ended June 30, 2020, was RMB 2,786,000, down 78.3% from RMB 12,837,000 in the same period of 2019[45] - Revenue from design and production services for the six months ended June 30, 2020, was RMB 2,503,000, down 60.2% from RMB 6,283,000 in the same period of 2019[45] - The company incurred total operating expenses of RMB 4,847,000 for the six months ended June 30, 2020, compared to RMB 3,857,000 for the same period in 2019, an increase of 25.7%[24] - The company recorded a foreign exchange gain of RMB 48,000 for the six months ended June 30, 2020, compared to a gain of RMB 77,000 for the same period in 2019[24] - The company recorded a net loss of approximately RMB 2.1 million for the six months ended June 30, 2020, compared to a net profit of approximately RMB 4.3 million for the same period in 2019, representing a significant decline due to reduced project numbers caused by the COVID-19 pandemic[75] - Revenue decreased by approximately RMB 13.8 million or 72.3%, from approximately RMB 19.1 million for the six months ended June 30, 2019, to approximately RMB 5.3 million for the same period in 2020, primarily due to the postponement or cancellation of multiple projects[78] Assets and Liabilities - Total assets as of June 30, 2020, were RMB 98,245,000, a decrease of 11.7% from RMB 111,253,000 as of December 31, 2019[26] - The total equity of the company as of June 30, 2020, was RMB 90,466,000, down from RMB 92,543,000 as of December 31, 2019, representing a decrease of 2.2%[26] - The company’s total liabilities as of June 30, 2020, were not disclosed in the provided content, indicating a need for further financial analysis[41] - The company’s trade payables as of June 30, 2020, were RMB 418,000, down from RMB 2,819,000 as of December 31, 2019[63] Cash Flow and Investments - The company reported a net increase in cash and cash equivalents of RMB 8,762,000 for the six months ended June 30, 2020, compared to RMB 3,565,000 for the same period in 2019[38] - The company had cash and cash equivalents of RMB 46,270,000 as of June 30, 2020, up from RMB 30,524,000 at the end of the previous year[38] - Net cash generated from operating activities for the six months ended June 30, 2020, was RMB 13,731,000, compared to RMB 3,143,000 for the same period in 2019, indicating a significant improvement[38] - The company acquired property, plant, and equipment worth approximately RMB 197,000 for the six months ended June 30, 2020, compared to RMB 7,000 in 2019[59] - The company has not made any significant investments or acquisitions related to subsidiaries, associates, or joint ventures in the six months ended June 30, 2020[99] Employee and Operational Metrics - Employee benefit expenses increased by approximately RMB 0.9 million to approximately RMB 4.8 million for the six months ended June 30, 2020, due to an increase in the number of employees[81] - As of June 30, 2020, the total employee cost, including director remuneration, was approximately RMB 4.8 million, an increase from RMB 3.9 million as of June 30, 2019[101] - The company employed 60 staff as of June 30, 2020, up from 49 staff a year earlier[101] Corporate Governance - The company has adopted the corporate governance code as per GEM Listing Rules and has complied with all applicable provisions[140] - The audit committee was established on October 21, 2019, and is chaired by independent non-executive director Mr. He Youguo, with members including independent non-executive directors Mr. Ye Guancheng and Mr. Huang Jianye[144] - The audit committee reviewed the interim consolidated financial statements for the six months ended June 30, 2020, and found them compliant with applicable accounting standards and GEM listing rules[146] - There were no reported compliance breaches by the directors during the six months ending June 30, 2020[137] - The company has confirmed that there are no competitive businesses or conflicts of interest involving directors or major shareholders as of June 30, 2020[139] Future Outlook and Strategy - The management anticipates a challenging business environment for 2020 due to the ongoing impact of the pandemic on operations and financial performance[77] - The company plans to leverage the financial support from its listing to expand its core business and enhance its competitive position[75] - The company is actively seeking suitable properties in Yixing City for a new headquarters as part of its business expansion plans[97] - Due to the pandemic, the company has adopted a cautious approach to its business goals and strategies, continuously evaluating market conditions[124] Shareholder Information - As of June 30, 2020, Mr. Zhou and Ms. Song each hold 420,000,000 shares, representing 52.5% of the company's ordinary shares[127] - QY Investment Holding Limited is the beneficial owner of 420,000,000 shares, accounting for 52.5% of the total[130] - SRU Investment Limited holds 120,000,000 shares, which is 15.0% of the company's shares[130] - The company's issued share capital as of June 30, 2020, was RMB 5.6 million, with 800,000,000 ordinary shares issued at a par value of USD 0.001 per share[96] - The company has not granted, exercised, or allowed any stock options to expire or lapse as of June 30, 2020[136] - No stock options were granted or exercised during the reporting period, indicating a stable approach to equity compensation[136] - The company has not recommended any dividend payment for the six months ended June 30, 2020, consistent with 2019[54]

Financial Performance - The Group reported revenue of RMB 2,009,000 for the three months ended March 31, 2020, a decrease of 53.0% compared to RMB 4,270,000 in the same period of 2019[4]. - The Group incurred a loss before tax of RMB 2,046,000 for the first quarter of 2020, compared to a profit of RMB 233,000 in the same period of 2019[4]. - The basic and diluted loss per share for the period was RMB 0.22, compared to earnings of RMB 0.01 per share in the same period last year[4]. - The Group's total comprehensive loss attributable to owners for the period was RMB 1,814,000, compared to a loss of RMB 79,000 in Q1 2019[4]. - The loss attributable to the owners of the company for the three months ended March 31, 2020, was approximately RMB 1.76 million, compared to a profit of RMB 76,000 for the same period in 2019[22]. Expenses - Employee benefit expenses increased to RMB 2,513,000 in Q1 2020, up 34.5% from RMB 1,867,000 in Q1 2019[4]. - The Group's other operating expenses rose to RMB 706,000 in Q1 2020, compared to RMB 419,000 in the same period of 2019[4]. - Other operating expenses increased to approximately RMB 0.70 million for the three months ended March 31, 2020, from approximately RMB 0.40 million for the same period in 2019, due to increased legal and professional fees post-listing[32]. - Project costs decreased by approximately 47.5% to about RMB 0.80 million for the three months ended March 31, 2020, from approximately RMB 1.53 million for the same period in 2019[30]. Taxation - The Group's tax credit for the period was RMB 285,000, compared to a tax expense of RMB 157,000 in the same period of 2019[4]. - The company had a deferred tax asset recognized of approximately RMB 285,000 related to deductible temporary differences[19]. Share Capital and Ownership - As of March 31, 2020, the company has a total issued share capital of RMB 5.6 million, with 800,000,000 ordinary shares issued at a par value of USD 0.001 each[50]. - The average number of ordinary shares outstanding increased to 800 million for the three months ended March 31, 2020, from 600 million for the same period in 2019 due to a share issuance[22]. - Mr. Zhou holds 420,000,000 shares, representing 52.5% of the company's ordinary shares, through QY Investment Holding Limited[37]. - Ms. Song also holds 420,000,000 shares, representing 52.5% of the company's ordinary shares, through her interest in QY Investment Holding Limited[37]. - SRU Investment Limited and Mr. Fan each hold 120,000,000 shares, representing 15.0% of the company's ordinary shares[40]. Corporate Governance - The company has adopted the corporate governance code as per GEM Listing Rules, ensuring compliance and accountability[49]. - There were no reported non-compliance incidents by the board of directors during the three months ended March 31, 2020[46]. - The company confirms that there were no conflicts of interest or competition from directors or major shareholders during the reporting period[48]. - The company has maintained a high level of corporate governance to enhance shareholder value and accountability[49]. - The audit committee was established on October 21, 2019, chaired by independent non-executive director Mr. He Youguo, with members including independent non-executive directors Mr. Ye Guancheng and Mr. Huang Jianye[54]. - The audit committee reviewed the unaudited consolidated financial statements for the three months ended March 31, 2020, confirming compliance with applicable accounting standards and GEM listing rules[56]. - The board of directors includes executive directors Mr. Zhou Yang and Ms. Song Ruiqing, along with independent non-executive directors Mr. He Youguo, Mr. Huang Jianye, and Mr. Ye Guancheng[56]. Impact of COVID-19 - The company experienced a significant impact on its operations due to the COVID-19 pandemic, leading to a reduction in the number of projects undertaken[27]. - The company did not incur any listing expenses in Q1 2020, while it had incurred RMB 142,000 in the same period of 2019[4]. - Interest income for the three months ended March 31, 2020, was RMB 42,000, compared to RMB 21,000 for the same period in 2019[3]. - The company did not recommend any dividend payment for the three months ended March 31, 2020, consistent with the previous year[36]. - No stock options were granted, exercised, expired, or lapsed during the three months ended March 31, 2020[45].

[Company Information](index=4&type=section&id=Company%20Information) Essential corporate information for Orange Tour Culture Holdings Limited, including board members, committee structure, company secretary, auditor, registered office, principal place of business, share registrar, principal bankers, company website, and stock code - Executive Directors include **Mr. Zhou Yang (Chairman)** and **Ms. Song Ruiqing (Chief Executive Officer)**[5](index=5&type=chunk) - Independent Non-Executive Directors are **Mr. He Youguo, Mr. Ye Guancheng, and Mr. Huang Jianye**[5](index=5&type=chunk) - The Company Secretary is **Mr. Peng Weizheng**, and the Auditor is **UHY CPA Limited**[5](index=5&type=chunk) - The company's stock code is **8627**[5](index=5&type=chunk) [Financial Highlights](index=5&type=section&id=Financial%20Highlights) Overview of Orange Tour Culture Holdings Limited's key financial performance from 2016 to 2019, including trends in revenue, profit, assets, and liabilities Selected Items from Consolidated Statement of Comprehensive Income (RMB in thousands) | Metric | 2019 | 2018 | 2017 | 2016 | | :--- | :--- | :--- | :--- | :--- | | Revenue | 60,998 | 53,358 | 40,877 | 34,913 | | Other Income | 153 | 309 | 108 | 42 | | Project Costs | (22,117) | (19,959) | (12,235) | (10,353) | | Profit Before Income Tax | 15,109 | 11,361 | 16,357 | 12,782 | | Profit for the Year | 8,879 | 6,307 | 12,254 | 9,540 | Selected Items from Consolidated Statement of Financial Position (RMB in thousands) | Metric | 2019 | 2018 | 2017 | 2016 | | :--- | :--- | :--- | :--- | :--- | | Total Non-current Assets | 556 | 5,323 | 630 | 660 | | Total Current Assets | 111,253 | 53,678 | 58,654 | 27,798 | | Total Assets | 111,809 | 59,001 | 59,284 | 28,458 | | Total Liabilities | 19,266 | 14,934 | 25,148 | 10,330 | | Total Equity | 92,543 | 44,067 | 34,136 | 18,128 | [Chairman's Statement](index=6&type=section&id=Chairman's%20Statement) Chairman Mr. Zhou Yang reviewed the company's FY2019 performance, highlighting the successful GEM listing as a significant milestone and outlining future business expansion and brand enhancement strategies - The company's shares were successfully listed on GEM of the Hong Kong Stock Exchange on **November 14, 2019**, marking a significant milestone for the company's development[12](index=12&type=chunk) - FY2019 revenue increased by **14.3% year-on-year to approximately RMB 61.0 million**, primarily due to an increase in project volume and the undertaking of larger projects[13](index=13&type=chunk) - Profit attributable to shareholders increased from approximately **RMB 6.3 million in FY2018 to approximately RMB 8.9 million in FY2019**, with basic earnings per share increasing by **35.2% to RMB 1.42 cents**[13](index=13&type=chunk) - Future strategies include optimizing and integrating resources, conducting marketing activities to enhance brand awareness, forming strategic alliances with other businesses, and expanding into new markets[14](index=14&type=chunk) [Management Discussion and Analysis](index=8&type=section&id=Management%20Discussion%20and%20Analysis) Management discussed FY2019 operations, financial performance, future strategies, key risks, ESG performance, and the potential impact of the COVID-19 pandemic on future results - The company successfully listed on GEM of the Stock Exchange on **November 14, 2019**, with net proceeds of approximately **HKD 27.2 million**, aiming to improve financial position and overall competitiveness[20](index=20&type=chunk) - Future business strategies include establishing new branch offices in Wuxi and Beijing, building sales and marketing teams, increasing marketing efforts, and setting up an in-house multimedia production and design team[21](index=21&type=chunk) - As of December 31, 2019, the company had no significant contingent liabilities, guarantees, or pending litigations, and no material foreign exchange risk[46](index=46&type=chunk)[47](index=47&type=chunk) - As of December 31, 2019, the Group employed **60 staff**, with total staff costs of approximately **RMB 12.0 million**[77](index=77&type=chunk) - The outbreak of the COVID-19 pandemic is expected to have an adverse impact on the **full-year financial results for 2020**, and the company will continue to assess and take appropriate measures[78](index=78&type=chunk) [Business Review and Outlook](index=8&type=section&id=Business%20Review%20and%20Outlook) The Group, an Yixing City marketing services company with over 13 years of experience, successfully listed on GEM and plans business expansion through new branches, enhanced sales teams, and in-house production capabilities - The Group primarily provides **event management services and design and production services**, with over **13 years of experience** in China's marketing services industry[20](index=20&type=chunk) - Net proceeds from the listing, approximately **HKD 27.2 million**, will be used for business expansion plans, including establishing new branch offices in Wuxi and Beijing, building sales and marketing teams, and setting up an in-house multimedia production and design team[20](index=20&type=chunk)[21](index=21&type=chunk) [Financial Review](index=8&type=section&id=Financial%20Review) Detailed review of FY2019 revenue, cost, and profit changes, noting revenue growth driven by event management and design services, alongside increased listing and operating expenses Revenue Breakdown (RMB in thousands) | Service Type | 2019 | Proportion | 2018 | Proportion | | :--- | :--- | :--- | :--- | :--- | | Event Management Services | 39,227 | 64.3% | 36,280 | 68.0% | | Design and Production Services | 21,771 | 35.7% | 17,078 | 32.0% | | **Total Revenue** | **60,998** | **100%** | **53,358** | **100%** | - Revenue increased by **14.3% year-on-year to approximately RMB 61.0 million**, with event management services growing by **8.1%** and design and production services by **27.5%**[25](index=25&type=chunk)[28](index=28&type=chunk) - Project costs increased by **10.8% to approximately RMB 22.1 million**, broadly in line with revenue growth[29](index=29&type=chunk) - Employee benefit expenses increased by **7.5% to approximately RMB 12.0 million**, primarily due to an increase in the number of employees[30](index=30&type=chunk) - Other operating expenses increased by **67.4% to approximately RMB 4.1 million**, mainly due to increased project scale and post-listing compliance costs[31](index=31&type=chunk) - Profit for the year in FY2019 increased to **RMB 8.9 million**, with basic and diluted earnings per share of **RMB 1.42 cents**[36](index=36&type=chunk)[37](index=37&type=chunk) [Liquidity and Financial Resources](index=10&type=section&id=Liquidity%20and%20Financial%20Resources) The Group is primarily funded by operating cash and equity contributions, maintaining a robust financial position with significantly increased cash and cash equivalents and no interest-bearing debt - As of December 31, 2019, cash and cash equivalents were approximately **RMB 37.5 million**, a significant increase from **RMB 26.9 million in 2018**[40](index=40&type=chunk) - As of December 31, 2019, total equity was approximately **RMB 92.5 million**, with **no interest-bearing debt**[40](index=40&type=chunk) - The asset-liability ratio for FY2019 was **0.1% (2018: nil)**[42](index=42&type=chunk) [Business and Strategies as Stated in Prospectus vs. Actual Progress](index=12&type=section&id=Business%20and%20Strategies%20as%20Stated%20in%20Prospectus%20vs.%20Actual%20Progress) Comparison of prospectus business objectives with actual progress as of December 31, 2019, showing advancements in new branch and sales team establishment, but potential delays in multimedia team recruitment and fund utilization due to the pandemic Comparison of Business Objectives and Actual Progress (As of December 31, 2019) | Business Objectives and Strategies | Planned Use (HKD in millions) | Actual Use (HKD in millions) | Actual Business Progress | | :--- | :--- | :--- | :--- | | Establish new branch offices in Wuxi and Beijing | 0.2 | 0.2 | General Manager hired for Wuxi branch, property leased and renovation commenced | | Establish sales and marketing team and enhance marketing | 0.7 | 0.3 | Eight additional employees hired, promotional activities being prepared | | Establish in-house multimedia production and design team | 0.1 | – | Still seeking suitable candidate for General Manager | | General working capital | 2.6 | 0.3 | – | - Given the outbreak of the novel coronavirus (COVID-19) pandemic, the marketing services industry has been adversely affected, and the Group's expansion plans may be delayed to mitigate risks associated with utilizing net proceeds from the listing[67](index=67&type=chunk) [Key Risks and Uncertainties](index=13&type=section&id=Key%20Risks%20and%20Uncertainties) The Group faces credit concentration risk, managed by prudent treasury policies, emphasizes compliance with laws and environmental policies, maintains good stakeholder relations, and notes COVID-19 as a significant post-period uncertainty - There is credit concentration risk, with **21% of 2019 trade receivables from the largest customer** and **49% from the top five customers**[69](index=69&type=chunk) - The Board adopts prudent policies to manage cash balances and liquidity to address liquidity risk[72](index=72&type=chunk)[43](index=43&type=chunk) - The Group complies with all applicable laws, regulations, and environmental policies, with **no significant violations identified**[73](index=73&type=chunk)[74](index=74&type=chunk) - The outbreak of the COVID-19 pandemic has adversely affected China's economy and the Group's operations, potentially impacting the **full-year financial results for 2020**[78](index=78&type=chunk) [Biographical Details of Directors and Senior Management](index=15&type=section&id=Biographical%20Details%20of%20Directors%20and%20Senior%20Management) Detailed biographies of the company's executive directors, independent non-executive directors, senior management, and company secretary, showcasing their extensive experience and professional backgrounds - **Mr. Zhou Yang (Chairman and Executive Director)**, 39, oversees Group management, business operations, and market strategies, with management experience in life insurance and bio-environmental sectors[81](index=81&type=chunk) - **Ms. Song Ruiqing (Chief Executive Officer and Executive Director)**, 40, manages business design and creativity, market positioning, and administrative departments, with over **18 years of experience** in the marketing industry[82](index=82&type=chunk) - **Mr. He Youguo (Independent Non-Executive Director)**, 46, has over **20 years of experience** in banking and financial services, holds a Bachelor of Accountancy and a Master of Chinese Business Law, and is a Fellow of the Association of Chartered Certified Accountants[85](index=85&type=chunk) - **Mr. Sun Weiqian (Financial Controller)**, 32, is responsible for financial team management, treasury, financial reporting, and tax matters, previously serving as a manager at Deloitte Touche Tohmatsu[93](index=93&type=chunk) - **Mr. Peng Weizheng (Company Secretary)**, 31, is responsible for compliance and company secretarial matters, previously serving as a manager at KPMG[95](index=95&type=chunk) [Environmental, Social and Governance Report](index=19&type=section&id=Environmental%2C%20Social%20and%20Governance%20Report) The report details the Group's ESG policies, measures, and performance, covering environmental protection, employment practices, supply chain, product responsibility, anti-corruption, and community investment, aiming for sustainable development - The Group is committed to sustainable development across economic, social, and environmental aspects, adopting the **Environmental, Social and Governance Reporting Guide** in Appendix 20 of the GEM Listing Rules as its reporting standard[98](index=98&type=chunk)[100](index=100&type=chunk) - The report covers the period from **January 1, 2019, to December 31, 2019**, encompassing operations at its Yixing City, China headquarters and Hong Kong business[99](index=99&type=chunk) - In FY2019, greenhouse gas emissions were **47 kg CO2e**, electricity consumption was **28,769 kWh**, and daily waste discharge was **13,520 kg**[115](index=115&type=chunk)[118](index=118&type=chunk)[123](index=123&type=chunk) - As of December 31, 2019, the Group had **60 full-time employees**, with **93.3% based in China** and **6.7% in Hong Kong**[124](index=124&type=chunk) - The Group actively participates in community activities, such as the **'2019 Yixing International Marathon'** and the **'3rd Liangxi Characteristic Book Fair for Reading Pleasure'**, and sponsors volunteer activities[144](index=144&type=chunk)[145](index=145&type=chunk)[148](index=148&type=chunk) [Environmental Protection](index=21&type=section&id=Environmental%20Protection) The Group is committed to environmental protection, managing energy consumption, GHG emissions, and waste through policy, employee awareness, sustainable measures, and compliance with environmental laws - The Group's principal operations have a minor environmental impact, yet it remains committed to environmental protection by complying with regulations, setting targets, continuously improving management systems, and raising employee awareness[108](index=108&type=chunk) - In FY2019, greenhouse gas emissions were **47 kg CO2e**, electricity consumption was **28,769 kWh**, and daily waste discharge was **13,520 kg**[115](index=115&type=chunk)[118](index=118&type=chunk)[123](index=123&type=chunk) - Waste management implements the **4-R principles (Reduce, Reuse, Replace, and Recycle)**, encouraging the use of eco-friendly materials and reducing unnecessary business travel[121](index=121&type=chunk)[113](index=113&type=chunk) [Employment and Labor Practices](index=23&type=section&id=Employment%20and%20Labor%20Practices) The Group values talent and employee development, offering competitive compensation and training, maintaining a healthy and safe work environment, and strictly prohibiting child and forced labor - The Group is committed to maintaining open, fair, and just recruitment and human resources policies, covering equal opportunities, diversity, and anti-discrimination[124](index=124&type=chunk) - As of December 31, 2019, the Group had **60 full-time employees**, with **93.3% based in China** and **6.7% in Hong Kong**[124](index=124&type=chunk) - The Group provides a healthy, comfortable, and safe working environment, develops emergency plans, and prohibits smoking, alcohol consumption, and drug abuse in the workplace[127](index=127&type=chunk) - The Group provides continuous training, including on-the-job training, skills training, and pre-employment training, to cultivate talent[128](index=128&type=chunk)[129](index=129&type=chunk) - The Group strictly complies with relevant laws and regulations to prevent child or forced labor[133](index=133&type=chunk) [Operating Practices](index=25&type=section&id=Operating%20Practices) The Group manages its supply chain through strict vendor selection, ensures product quality, protects customer data, and implements anti-corruption policies and whistleblowing mechanisms to uphold high business ethics - The Group has established a supplier selection mechanism, prioritizing environmentally and socially responsible suppliers, and may conduct on-site inspections[134](index=134&type=chunk) - The Group is committed to providing the highest standards of event management and design and production services, complying with relevant laws and regulations, and ensuring advertisements are free from false or misleading information[135](index=135&type=chunk) - The Group strictly complies with the **Personal Data (Privacy) Ordinance**, ensuring proper retention and access control of customer and supplier data[136](index=136&type=chunk) - The Group upholds high standards of business ethics, has established a **'Code of Conduct'** to prevent bribery, fraud, corruption, and conflicts of interest, and maintains a whistleblowing policy[139](index=139&type=chunk)[140](index=140&type=chunk) [Community Investment](index=26&type=section&id=Community%20Investment) The Group actively engages in community activities and sponsorships, collaborating with local governments and non-profits on events like the Yixing International Marathon and Liangxi Book Fair, and sponsoring volunteer attire to give back to society - The Group actively participates in community engagement, collaborating with local non-profit organizations to host charitable events[141](index=141&type=chunk) - Participated in and co-organized the **'2019 Yixing International Marathon'**, attracting **15,000 participants**, aiming to highlight the integration of community modernization and civilization[144](index=144&type=chunk) - Co-organized the **'3rd Liangxi Characteristic Book Fair for Reading Pleasure'**, showcasing over **5,000 books** and **24 cultural experience activities**[145](index=145&type=chunk) - Sponsored the Yixing City Women's Federation's **'Women's Federation Volunteer Activities'**, providing volunteer attire valued at **RMB 14,828**[148](index=148&type=chunk) [Report of the Directors](index=29&type=section&id=Report%20of%20the%20Directors) The Directors' Report covers the Group's principal activities, annual results, corporate reorganization, share capital and reserves changes, share option scheme, related party transactions, key customer and supplier information, board composition, and corporate governance statement - The company's principal activities are providing **event management services and design and production services**[152](index=152&type=chunk) - The Directors do not recommend the payment of a final dividend for FY2019[155](index=155&type=chunk) - In FY2019, revenue from the largest customer accounted for approximately **13% of total revenue**, and the top five customers collectively accounted for approximately **37%**; project costs from the largest supplier accounted for approximately **20% of total project costs**, and the top five suppliers collectively accounted for approximately **73%**[171](index=171&type=chunk) - As of December 31, 2019, **Mr. Zhou Yang and Ms. Song Ruiqing** each held **52.5% of the company's shares** through controlled corporate interests[199](index=199&type=chunk) - As of the reporting date, at least **25% of the issued share capital was held by the public**, meeting the public float requirement[212](index=212&type=chunk) [Corporate Reorganization](index=29&type=section&id=Corporate%20Reorganization) To prepare for GEM listing, the company was incorporated in the Cayman Islands on April 13, 2018, and underwent reorganization to streamline its structure, becoming the holding company for existing subsidiaries - The company was incorporated in the Cayman Islands on **April 13, 2018**, and underwent reorganization for GEM listing, with the Company becoming the holding company for all subsidiaries within the Group[154](index=154&type=chunk) [Share Capital and Reserves](index=30&type=section&id=Share%20Capital%20and%20Reserves) The report discloses changes in the company's share capital and reserves for the year, noting distributable reserves to shareholders of approximately RMB 16.6 million as of December 31, 2019 - As of December 31, 2019, the company's distributable reserves to shareholders amounted to approximately **RMB 16.6 million**[163](index=163&type=chunk) [Share Option Scheme](index=30&type=section&id=Share%20Option%20Scheme) The company conditionally adopted a share option scheme on October 21, 2019, but as of December 31, 2019, no options were granted, exercised, expired, or lapsed - The company adopted a share option scheme on **October 21, 2019**, in compliance with the GEM Listing Rules[164](index=164&type=chunk) - As of December 31, 2019, there were **no outstanding share options** under the share option scheme[165](index=165&type=chunk) [Non-Competition Undertaking and Conflicts of Interest](index=33&type=section&id=Non-Competition%20Undertaking%20and%20Conflicts%20of%20Interest) Controlling shareholders signed a non-competition deed, pledging not to engage in activities competing with the Group's core business and granting the Group a right of first refusal for business opportunities to avoid conflicts of interest - The controlling shareholders have entered into a non-competition deed, undertaking not to directly or indirectly engage in activities competing with the Group's core business[185](index=185&type=chunk) - The controlling shareholders undertake to inform the Group of any potential competing business opportunities and grant the Group a right of first refusal[186](index=186&type=chunk) - In FY2019, none of the Directors, controlling shareholders, or their close associates engaged in any business competing with the Group's business or had any other conflicts of interest[187](index=187&type=chunk) [Directors' and Chief Executive's Interests in Shares](index=35&type=section&id=Directors'%20and%20Chief%20Executive's%20Interests%20in%20Shares) Disclosure of directors' and chief executive's interests in company shares as of December 31, 2019, with Mr. Zhou Yang and Ms. Song Ruiqing holding 52.5% through controlled corporations Directors' and Chief Executive's Long Positions in Shares (As of December 31, 2019) | Name | Capacity/Nature of Interest | Number of Shares Held | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Mr. Zhou | Interest in controlled corporation | 420,000,000 | 52.5% | | Ms. Song | Interest in controlled corporation/Spouse's interest | 420,000,000 | 52.5% | [Interests of Substantial Shareholders and Other Persons in Shares](index=35&type=section&id=Interests%20of%20Substantial%20Shareholders%20and%20Other%20Persons%20in%20Shares) Disclosure of interests in company shares by substantial shareholders and other persons, excluding directors and chief executive, as of December 31, 2019, including QY, SRU Investment Limited, and DHSH (BVI) Limited and their associates Substantial Shareholders' and Other Persons' Long Positions in Shares (As of December 31, 2019) | Name/Entity | Capacity/Nature of Interest | Number of Shares Held | Percentage of Shareholding | | :--- | :--- | :--- | :--- | | QY | Beneficial owner | 420,000,000 | 52.5% | | SRU Investment Limited | Beneficial owner | 120,000,000 | 15.0% | | Mr. Fan Yajun | Interest in controlled corporation | 120,000,000 | 15.0% | | Ms. Zhou Jianyuan | Spouse's interest | 120,000,000 | 15.0% | | DHSH (BVI) Limited | Beneficial owner | 60,000,000 | 7.5% | | Mr. He Shengxi | Interest in controlled corporation | 60,000,000 | 7.5% | | Ms. Li Sze Man | Spouse's interest | 60,000,000 | 7.5% | [Corporate Governance Report](index=38&type=section&id=Corporate%20Governance%20Report) Details the company's corporate governance practices, including board structure, diversity, nomination and remuneration policies, director training, committee functions, company secretary duties, auditor's remuneration, shareholder rights, risk management, internal controls, insider information policy, and investor relations - The company adopted the **Corporate Governance Code** in Appendix 15 of the GEM Listing Rules and has complied with all applicable code provisions[218](index=218&type=chunk) - The Board comprises **two executive directors and three independent non-executive directors**, with independent non-executive directors constituting **more than one-third** of the Board members[221](index=221&type=chunk)[224](index=224&type=chunk) - The Board has adopted a **Board Diversity Policy and a Nomination Policy** to ensure a balanced board with diverse skills, experience, knowledge, and perspectives[225](index=225&type=chunk)[233](index=233&type=chunk) - The roles of Chairman and Chief Executive Officer are segregated, with **Mr. Zhou Yang serving as Chairman** and **Ms. Song Ruiqing as Chief Executive Officer**[247](index=247&type=chunk) - The Board has established an **Audit Committee, Remuneration Committee, and Nomination Committee**, each with clear written terms of reference[251](index=251&type=chunk) - The company has reviewed its risk management and internal control systems and considers them to be **effective and adequate**[267](index=267&type=chunk)[268](index=268&type=chunk) - The company has an **insider information disclosure policy** to ensure proper handling and dissemination of inside information, and has established various channels for communication with shareholders[272](index=272&type=chunk)[279](index=279&type=chunk) [Board Diversity Policy](index=39&type=section&id=Board%20Diversity%20Policy) The Board adopted a diversity policy to enhance its performance quality by considering gender, age, cultural and educational background, professional experience, skills, knowledge, and length of service - The Board Diversity Policy aims to enhance the quality of Board performance by considering diverse aspects such as **gender, age, cultural and educational background, professional experience, skills, knowledge, and length of service**[227](index=227&type=chunk)[228](index=228&type=chunk) [Nomination Policy](index=40&type=section&id=Nomination%20Policy) The nomination policy guides the Nomination Committee in director selection, appointment, and re-appointment, ensuring a balanced board with diverse skills, experience, knowledge, and perspectives, considering independence, integrity, and potential contributions - The Nomination Policy aims to ensure the Board possesses a balanced mix of skills, experience, knowledge, and diverse perspectives suitable for the company's business requirements[235](index=235&type=chunk) - Selection criteria include **diversity (gender, age, cultural background, etc.), sufficient time commitment, qualifications, independence, reputation for integrity, and commitment to shareholder value**[236](index=236&type=chunk) [Dividend Policy](index=41&type=section&id=Dividend%20Policy) The company's dividend policy aims to share profits with shareholders while retaining sufficient reserves for continuous growth, with payout decisions considering financial performance, distributable reserves, operational and liquidity needs, and future development plans - The dividend policy aims to allow shareholders to participate in company profits while retaining sufficient reserves to support the Group's continuous growth[242](index=242&type=chunk) - Dividend decisions will consider financial performance, distributable reserves, operating and liquidity requirements, and current and future development plans[242](index=242&type=chunk) [Board Committees](index=43&type=section&id=Board%20Committees) The Board established Audit, Remuneration, and Nomination Committees, each with clear terms of reference, responsible for overseeing specific matters and reporting to the Board - The Board has established an **Audit Committee, Remuneration Committee, and Nomination Committee** to monitor specific areas of the company's affairs[251](index=251&type=chunk) - The Audit Committee is responsible for reviewing financial information, internal control and risk management systems, and communicating with external auditors[253](index=253&type=chunk) - The Remuneration Committee is responsible for making recommendations to the Board on the remuneration policy and structure for Directors and senior management[256](index=256&type=chunk) - The Nomination Committee is responsible for reviewing and assessing the Board's composition and the independence of independent non-executive directors, and for making recommendations on new director appointments[257](index=257&type=chunk) [Risk Management and Internal Control](index=46&type=section&id=Risk%20Management%20and%20Internal%20Control) The Board oversees and annually reviews the effectiveness of risk management and internal control systems, including risk identification, assessment, and mitigation, with internal control reviews conducted by independent consultants - The Board is responsible for overseeing internal control, financial control, and risk management systems, and reviews their effectiveness at least once annually[267](index=267&type=chunk) - Risk management procedures include identifying, assessing, and mitigating key and significant risks[268](index=268&type=chunk) - An independent consulting firm has reviewed the internal control system, and the Audit Committee and Board consider it to be **effective and adequate**[268](index=268&type=chunk) - The company currently has **no internal audit function** but reviews annually whether one is required[271](index=271&type=chunk) [Independent Auditor's Report](index=49&type=section&id=Independent%20Auditor's%20Report) Independent auditor UHY CPA Limited issued an unqualified opinion on Orange Tour Culture Holdings Limited's FY2019 consolidated financial statements, detailing the basis for opinion, key audit matters (trade receivables impairment), and respective responsibilities of directors and auditor - The auditor issued an **unqualified opinion** on the Group's FY2019 consolidated financial statements, deeming them to present a true and fair view of the financial position, performance, and cash flows[283](index=283&type=chunk) - A key audit matter was the **impairment assessment of trade receivables**, due to its reliance on management judgment and subjective assumptions[288](index=288&type=chunk) - The auditor evaluated the Group's methodology, data, and assumptions for calculating expected credit losses, and challenged management's assessment of the recoverability of long-outstanding and overdue trade receivables[288](index=288&type=chunk) [Consolidated Financial Statements](index=54&type=section&id=Consolidated%20Financial%20Statements) Presents the Group's consolidated statement of comprehensive income, statement of financial position, statement of changes in equity, and statement of cash flows for the year ended December 31, 2019, as core financial performance and position data [Consolidated Statement of Comprehensive Income](index=54&type=section&id=Consolidated%20Statement%20of%20Comprehensive%20Income) For the year ended December 31, 2019, the Group reported revenue of RMB 60,998 thousand, profit for the year of RMB 8,879 thousand, and basic and diluted earnings per share of 1.42 cents Consolidated Statement of Comprehensive Income (RMB in thousands) | Metric | 2019 | 2018 | | :--- | :--- | :--- | | Revenue | 60,998 | 53,358 | | Other Income | 153 | 309 | | Project Costs | (22,117) | (19,959) | | Profit Before Income Tax | 15,109 | 11,361 | | Income Tax | (6,230) | (5,054) | | Profit for the Year | 8,879 | 6,307 | | Other Comprehensive Loss (Exchange differences) | (433) | (384) | | Total Comprehensive Income | 8,446 | 5,923 | | Basic and Diluted Earnings Per Share (cents) | 1.42 | 1.05 | [Consolidated Statement of Financial Position](index=55&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of December 31, 2019, the Group's total assets were RMB 111,809 thousand, total liabilities RMB 19,266 thousand, and total equity RMB 92,543 thousand Consolidated Statement of Financial Position (RMB in thousands) | Metric | 2019 | 2018 | | :--- | :--- | :--- | | Total Non-current Assets | 556 | 5,323 | | Total Current Assets | 111,253 | 53,678 | | **Total Assets** | **111,809** | **59,001** | | Total Current Liabilities | 19,266 | 14,934 | | **Total Liabilities** | **19,266** | **14,934** | | Share Capital | 5,616 | 6 | | Reserves | 86,927 | 44,061 | | **Total Equity** | **92,543** | **44,067** | [Consolidated Statement of Changes in Equity](index=56&type=section&id=Consolidated%20Statement%20of%20Changes%20in%20Equity) For the year ended December 31, 2019, the Group's total equity increased from RMB 44,067 thousand at the beginning of the year to RMB 92,543 thousand, primarily due to profit for the year and share issuance from the share offer Consolidated Statement of Changes in Equity (RMB in thousands) | Metric | Share Capital | Share Premium | Statutory Reserve | Exchange Reserve | Other Reserves | Retained Profits | Total Equity | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Balance at January 1, 2018 | 22,000 | – | 2,263 | – | 410 | 9,463 | 34,136 | | Total comprehensive income for 2018 | – | – | – | (384) | – | 6,307 | 5,923 | | Balance at December 31, 2018 | 6 | – | 3,780 | (384) | 26,412 | 14,253 | 44,067 | | Total comprehensive income for 2019 | – | – | – | (433) | – | 8,879 | 8,446 | | Issue of shares from share offer | 1,404 | 38,626 | – | – | – | – | 40,030 | | Capitalization issue of shares | 4,206 | (4,206) | – | – | – | – | – | | Transfer to statutory reserve | – | – | 1,849 | – | – | (1,849) | – | | **Balance at December 31, 2019** | **5,616** | **34,420** | **5,629** | **(817)** | **26,412** | **21,283** | **92,543** | [Consolidated Statement of Cash Flows](index=57&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) For the year ended December 31, 2019, net cash used in operating activities was RMB (7,482) thousand, net cash used in investing activities RMB (23,693) thousand, net cash from financing activities RMB 42,188 thousand, and cash and cash equivalents at year-end RMB 37,466 thousand Consolidated Statement of Cash Flows (RMB in thousands) | Metric | 2019 | 2018 | | :--- | :--- | :--- | | Net cash used in operating activities | (7,482) | (8,050) | | Net cash used in investing activities | (23,693) | (4,023) | | Net cash from/(used in) financing activities | 42,188 | (9,643) | | Net increase/(decrease) in cash and cash equivalents | 11,013 | (21,716) | | Cash and cash equivalents at end of year | 37,466 | 26,886 | [Notes to the Consolidated Financial Statements](index=59&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) Notes to the consolidated financial statements provide detailed explanations and supplementary information on amounts presented, covering accounting policies, significant judgments and estimates, segment information, asset and liability composition, equity changes, related party transactions, cash flow details, financial risk management, and post-reporting period events - The Group's principal activities are providing **event management services and design and production services**[327](index=327&type=chunk) - The consolidated financial statements are prepared using **merger accounting principles**, as if the reorganization had commenced at the earliest period presented[329](index=329&type=chunk) - In 2019, the Group first applied **HKFRS 16 (Leases)**, leading to the recognition of right-of-use assets and lease liabilities, and adjustments to the presentation of financial statements[337](index=337&type=chunk)[342](index=342&type=chunk) - Revenue is recognized upon completion of the contract period or when the customer is satisfied with the services and signs a confirmation, as services are customized and involve personal preferences[387](index=387&type=chunk)[388](index=388&type=chunk)[417](index=417&type=chunk) - The expected credit loss provision for trade receivables is a significant accounting estimate, based on aging, customer creditworthiness, and past experience[421](index=421&type=chunk) - As of December 31, 2019, net trade receivables were **RMB 39,825 thousand**, with an expected credit loss provision of **RMB 1,142 thousand**[468](index=468&type=chunk)[477](index=477&type=chunk) - As of December 31, 2019, bank balances and cash totaled **RMB 37,466 thousand**, of which **RMB 30,000 thousand was in time deposits**[319](index=319&type=chunk)[482](index=482&type=chunk) - As of December 31, 2019, trade payables were **RMB 2,819 thousand**, and contract liabilities were **RMB 733 thousand**[484](index=484&type=chunk) - As of December 31, 2019, the Company's issued share capital comprised **800,000,000 shares** with a par value of **USD 0.001 each**, amounting to **RMB 5,616 thousand**[496](index=496&type=chunk) - As of December 31, 2019, the Company's distributable reserves to shareholders amounted to approximately **RMB 16.6 million**[163](index=163&type=chunk) - As of December 31, 2019, the ultimate controlling shareholders were **Mr. Zhou Yang and Ms. Song Ruiqing**, with the immediate and ultimate holding company being **QY Investment Holding Limited**[546](index=546&type=chunk) - The outbreak of the COVID-19 pandemic has adversely impacted the Group's business operations, potentially affecting **full-year financial results for 2020**, with ongoing assessment[548](index=548&type=chunk) [General Information](index=59&type=section&id=General%20Information) Orange Tour Culture Holdings Limited was incorporated in the Cayman Islands on April 13, 2018, listed on GEM of the Hong Kong Stock Exchange on November 14, 2019, and primarily provides event management and design services - The Company was incorporated in the Cayman Islands on **April 13, 2018**, and listed on GEM of the Hong Kong Stock Exchange on **November 14, 2019**[326](index=326&type=chunk) - The Group's principal activities are providing **event management services and design and production services**[327](index=327&type=chunk) [Group Reorganization and Basis of Preparation and Presentation](index=59&type=section&id=Group%20Reorganization%20and%20Basis%20of%20Preparation%20and%20Presentation) The Group reorganized for listing, preparing consolidated financial statements using merger accounting principles as if the current structure always existed, presented on a historical cost basis, with all significant intra-group transactions eliminated - The Group underwent reorganization in preparation for listing, with the Company becoming the holding company on **June 25, 2018**[328](index=328&type=chunk)[329](index=329&type=chunk) - The consolidated financial statements are prepared using **merger accounting principles**, as if the reorganization had commenced at the earliest period presented[329](index=329&type=chunk) - The consolidated financial statements are prepared on a **historical cost basis** and presented in **RMB**[332](index=332&type=chunk) [Application of New and Revised Hong Kong Financial Reporting Standards](index=61&type=section&id=Application%20of%20New%20and%20Revised%20Hong%20Kong%20Financial%20Reporting%20Standards) The Group first applied HKFRS 16 (Leases) in FY2019, leading to recognition of right-of-use assets and lease liabilities and adjustments to financial statement presentation, with no significant overall impact on financial performance or position - The Group first applied **HKFRS 16 (Leases)** on **January 1, 2019**, leading to the recognition of right-of-use assets and lease liabilities[337](index=337&type=chunk) Impact of HKFRS 16 Application (RMB in thousands) | Metric | Carrying Amount at December 31, 2018 (HKAS 17) | Adjustment | Carrying Amount at January 1, 2019 (HKFRS 16) | | :--- | :--- | :--- | :--- | | Right-of-use assets | – | 223 | 223 | | Current liabilities - Lease liabilities | – | 109 | 109 | | Non-current liabilities - Lease liabilities | – | 114 | 114 | - The adoption of HKFRS 16 resulted in significant changes to the presentation of cash flows in the consolidated statement of cash flows, but the **total cash flow remained unaffected**[346](index=346&type=chunk) [Summary of Significant Accounting Policies](index=64&type=section&id=Summary%20of%20Significant%20Accounting%20Policies) Outlines the Group's significant accounting policies for consolidated financial statements, covering consolidation, property, plant and equipment, financial instruments, non-financial asset impairment, leases, cash and cash equivalents, revenue recognition, income tax, employee benefits, provisions, foreign currency, related party transactions, and segment reporting - The consolidated financial statements include the Company and its subsidiaries forming the Group, with the reorganization accounted for under **merger accounting principles**[354](index=354&type=chunk) - Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses, with depreciation calculated on a **straight-line basis**[357](index=357&type=chunk)[359](index=359&type=chunk) - Financial assets include trade and other receivables, amounts due from shareholders, time deposits, and bank balances and cash, measured at **amortized cost** with recognition of expected credit loss provisions[360](index=360&type=chunk)[362](index=362&type=chunk) - Revenue is recognized when control over goods or services is transferred to the customer; for event management and design and production services, revenue is recognized upon completion of the contract period or customer satisfaction[382](index=382&type=chunk)[387](index=387&type=chunk)[388](index=388&type=chunk) - Income tax comprises current and deferred tax, provided for using the **liability method**[394](index=394&type=chunk) - Employee benefits include salaries, bonuses, paid annual leave, and contributions to retirement benefit schemes[402](index=402&type=chunk)[403](index=403&type=chunk) - The Group identifies operating segments and prepares segment information, with its principal operating segments being the provision of **event management services and design and production services**[413](index=413&type=chunk)[426](index=426&type=chunk) [Critical Accounting Judgments and Estimates](index=76&type=section&id=Critical%20Accounting%20Judgments%20and%20Estimates) Preparing consolidated financial statements involves management's significant judgments and estimates regarding revenue recognition, trade receivables expected credit loss provisions, and income tax provisions, based on past experience and best knowledge of future conditions - Revenue recognition is a significant judgment, as services are customized and highly involve personal preferences, with revenue recognized upon contract completion or customer satisfaction[417](index=417&type=chunk) - The expected credit loss provision for trade receivables requires a significant degree of estimation and judgment, based on aging, customer creditworthiness, and past write-off experience[421](index=421&type=chunk) - Income tax provisions involve significant judgment, based on estimates of taxes potentially due, and final tax outcomes may differ from initial recorded amounts[422](index=422&type=chunk) [Revenue and Other Income](index=78&type=section&id=Revenue%20and%20Other%20Income) For FY2019, the Group's total revenue was RMB 60,998 thousand, primarily from event management services (RMB 39,227 thousand) and design and production services (RMB 21,771 thousand), with other income including exchange differences and interest income Revenue and Other Income Breakdown (RMB in thousands) | Item | 2019 | 2018 | | :--- | :--- | :--- | | **Revenue** | | | | Event management services | 39,227 | 36,280 | | Design and production services | 21,771 | 17,078 | | **Total Revenue** | **60,998** | **53,358** | | **Other Income** | | | | Exchange differences | 42 | 169 | | Interest income | 93 | 140 | | Gain on disposal of property, plant and equipment | 18 | – | | **Total Other Income** | **153** | **309** | [Profit Before Income Tax](index=79&type=section&id=Profit%20Before%20Income%20Tax) FY2019 profit before income tax was RMB 15,109 thousand, with major deductions including project costs (RMB 22,117 thousand), employee benefit expenses (RMB 11,984 thousand) and listing expenses (RMB 6,870 thousand) Major Deductions from Profit Before Income Tax (RMB in thousands) | Item | 2019 | 2018 | | :--- | :--- | :--- | | Auditor's remuneration | 1,786 | 1,056 | | Net expected credit loss provision for trade receivables | 666 | 360 | | Project costs | 22,117 | 19,959 | | Employee benefit expenses | 11,984 | 11,143 | | Listing expenses | 6,870 | 8,048 | [Trade and Other Receivables](index=85&type=section&id=Trade%20and%20Other%20Receivables) As of December 31, 2019, total trade and other receivables were RMB 43,787 thousand, with net trade receivables of RMB 39,825 thousand and an expected credit loss provision of RMB 1,142 thousand Trade and Other Receivables (RMB in thousands) | Item | 2019 | 2018 | | :--- | :--- | :--- | | Trade receivables (at cost) | 40,967 | 19,981 | | Less: Expected credit loss provision | (1,142) | (476) | | **Trade receivables, net** | **39,825** | **19,505** | | Prepayments | 3,666 | 2,483 | | Deposits and other receivables | 296 | 1,056 | | **Total** | **43,787** | **25,322** | Aging Analysis of Trade Receivables (By due date, RMB in thousands) | Aging | 2019 | 2018 | | :--- | :--- | :--- | | Less than 1 month | 12,512 | 8,061 | | Over 1 month but within 3 months | 11,772 | 6,399 | | Over 3 months but within 6 months | 10,776 | 2,647 | | Over 6 months but within 1 year | 4,629 | 1,996 | | Over 1 year | 136 | 402 | | **Total** | **39,825** | **19,505** | [Trade and Other Payables](index=88&type=section&id=Trade%20and%20Other%20Payables) As of December 31, 2019, total trade and other payables were RMB 15,556 thousand, primarily comprising trade payables, accrued expenses and other payables, other taxes payable, and contract liabilities Trade and Other Payables (RMB in thousands) | Item | 2019 | 2018 | | :--- | :--- | :--- | | Trade payables | 2,819 | 3,060 | | Accrued expenses and other payables | 9,094 | 8,716 | | Other taxes payable | 2,910 | 1,947 | | Contract liabilities | 733 | 277 | | **Total** | **15,556** | **14,000** | Aging Analysis of Trade Payables (By invoice date, RMB in thousands) | Aging | 2019 | 2018 | | :--- | :--- | :--- | | Within 1 month | 1,879 | 2,029 | | Over 1 month but less than 3 months | 811 | 440 | | Over 3 months but less than 1 year | 62 | 364 | | Over 1 year | 67 | 227 | | **Total** | **2,819** | **3,060** | [Share Capital](index=90&type=section&id=Share%20Capital) Details changes in company share capital, including incorporation, share split, authorized capital increase, capitalization issue, and shares issued during the share offer, resulting in 800,000,000 issued and fully paid shares totaling RMB 5,616 thousand as of December 31, 2019 Share Capital Movements (RMB in thousands) | Movement | Number of Ordinary Shares (thousands) | Amount (RMB in thousands) | | :--- | :--- | :--- | | Issued and fully paid at December 31, 2018 | 1,000 | 6 | | Capitalization issue of shares | 599,000 | 4,206 | | Shares issued from share offer | 200,000 | 1,404 | | **Issued and fully paid at December 31, 2019** | **800,000,000** | **5,616** | - On **October 21, 2019**, the authorized share capital increased to **USD 2,000,000**, divided into **2,000,000,000 shares of USD 0.001 each**[500](index=500&type=chunk) - The share offer involved the issuance of **200,000,000 ordinary shares** for a total consideration of **HKD 55,000,000**, with the balance of proceeds after deducting listing expenses credited to the share premium account[501](index=501&type=chunk) [Interests in Subsidiaries](index=93&type=section&id=Interests%20in%20Subsidiaries) Discloses information on subsidiaries directly or indirectly held by the company, including OTBVI, Orange Tour Hong Kong, Yixing Tianxi, Wuxi Orange Tour, and Yixing Orange Tour, primarily engaged in investment holding, event management, and design services Interests in Subsidiaries (As of December 31, 2019) | Name of Subsidiary | Place and Date of Incorporation | Issued/Registered Capital | Group's Equity Interest | Principal Activities | | :--- | :--- | :--- | :--- | :--- | | OTBVI | British Virgin Islands, April 6, 2018 | USD 1,000 | 100% | Investment holding | | Orange Tour Hong Kong | Hong Kong, February 5, 2018 | HKD 1,000 | 100% | Investment holding | | Yixing Tianxi | China, June 20, 2018 | HKD 20,500,000 | 100% | Investment holding | | Wuxi Orange Tour | China, May 30, 2014 | RMB 40,000,000 | 100% | Event management and design and production services | | Yixing Orange Tour | China, November 13, 2014 | RMB 2,000,000 | 100% | Event management and design and production services | [Commitments](index=94&type=section&id=Commitments) As of December 31, 2019, the Group had no contracted but unprovided capital expenditure, and operating lease commitments were RMB 127 thousand, primarily for short-term leases due within one year - As of December 31, 2019, the Group had **no contracted but unprovided capital expenditure (2018: RMB 11,654 thousand)**[515](index=515&type=chunk) - As of December 31, 2019, operating lease commitments amounted to **RMB 127 thousand**, all due within one year[516](index=516&type=chunk) [Related Party Transactions](index=95&type=section&id=Related%20Party%20Transactions) Aside from amounts due from shareholders and key management compensation, the Group had no other significant related party transactions in the ordinary course of business, with total key management compensation amounting to RMB 4,174 thousand - Aside from amounts due from shareholders and key management compensation, the Group did not engage in other significant related party transactions[520](index=520&type=chunk) Key Management Personnel Compensation (RMB in thousands) | Item | 2019 | 2018 | | :--- | :--- | :--- | | Salaries, allowances and benefits in kind | 2,476 | 2,226 | | Discretionary bonuses | 1,308 | 1,831 | | Retirement benefit scheme contributions | 390 | 401 | | **Total** | **4,174** | **4,458** | [Financial Risk Management and Fair Value of Financial Instruments](index=97&type=section&id=Financial%20Risk%20Management%20and%20Fair%20Value%20of%20Financial%20Instruments) The Group faces credit and liquidity risks, managed by depositing funds with reputable financial institutions and maintaining highly liquid assets; carrying amounts of all financial assets and liabilities do not significantly differ from their fair values - The Group faces credit risk and liquidity risk, which the Board monitors and mitigates periodically[529](index=529&type=chunk) - As of December 31, 2019, **78% of bank deposits** were placed with reputable financial institutions in China[530](index=530&type=chunk) - The Group manages liquidity risk by maintaining appropriate levels of highly liquid assets and sufficient committed funding facilities[531](index=531&type=chunk) - The carrying amounts of all financial assets and liabilities do not significantly differ from their fair values[537](index=537&type=chunk) [Events After the Reporting Period](index=100&type=section&id=Events%20After%20the%20Reporting%20Period) The COVID-19 pandemic significantly impacted China's economy and the Group's operations, potentially affecting FY2020 financial results, with ongoing assessment and mitigation measures - The outbreak of the **2019 novel coronavirus (COVID-19) pandemic** has had a profound adverse impact on China's economy and the Group's operations[548](index=548&type=chunk) - The Directors anticipate that weak marketing activities will adversely affect the Group's operations, potentially impacting the **full-year financial results for 2020**[548](index=548&type=chunk) - The Group will continue to assess the impact of the pandemic and closely monitor risks and uncertainties, taking appropriate measures as necessary[548](index=548&type=chunk) [Statement of Financial Position of the Company](index=101&type=section&id=Statement%20of%20Financial%20Position%20of%20the%20Company) As of December 31, 2019, the Company's total assets and total equity were RMB 22,197 thousand, a significant improvement from the 2018 deficit, primarily due to the share offer Statement of Financial Position of the Company (RMB in thousands) | Metric | 2019 | 2018 | | :--- | :--- | :--- | | Non-current assets - Investments in subsidiaries | 6 | 6 | | Total current assets | 22,820 | 2,284 | | Total current liabilities | 629 | 11,108 | | **Net assets/(liabilities)** | **22,197** | **(8,818)** | | Share capital | 5,616 | 6 | | Reserves/(Deficit) | 16,581 | (8,824) | | **Total equity/(deficit)** | **22,197** | **(8,818)** | Company's Equity Movements (RMB in thousands) | Item | Share Premium | Exchange Reserve | Accumulated Losses | Total Reserves | | :--- | :--- | :--- | :--- | :--- | | December 31, 2018 | – | (389) | (8,435) | (8,824) | | Loss for the year | – | – | (8,706) | (8,706) | | Issue of shares from share offer, net of listing expenses | 38,626 | – | – | 38,626 | | Capitalization issue of shares | (4,206) | – | – | (4,206) | | **December 31, 2019** | **34,420** | **(698)** | **(17,141)** | **16,581** |

Financial Performance - The group's revenue for the three months ended September 30, 2019, was RMB 16,215,000, representing a 22.9% increase from RMB 13,185,000 in the same period of 2018[4] - For the nine months ended September 30, 2019, the group's revenue reached RMB 35,304,000, up 15.8% from RMB 30,517,000 in the previous year[4] - The group's profit before tax for the three months ended September 30, 2019, was RMB 6,709,000, compared to RMB 3,215,000 in the same period of 2018, marking a 108.5% increase[4] - The net profit for the three months ended September 30, 2019, was RMB 4,848,000, significantly higher than RMB 1,700,000 in the same period of 2018, reflecting a 185.1% increase[4] - The total comprehensive income for the three months ended September 30, 2019, was RMB 4,562,000, compared to RMB 1,721,000 in the same period of 2018, indicating a 165.5% increase[4] - Basic and diluted earnings per share for the three months ended September 30, 2019, were RMB 0.81, up from RMB 0.28 in the same period of 2018[4] - For the nine months ended September 30, 2019, the group's revenue increased by approximately 15.7% to about RMB 353 million from approximately RMB 305 million for the same period in 2018[26] - The profit for the nine months ended September 30, 2019, was approximately RMB 99.74 million, a significant increase of 622.3% compared to approximately RMB 14.06 million for the same period in 2018[26] - The group's profit for the period surged by approximately RMB 8.5 million or 622.3% to about RMB 9.9 million for the nine months ended September 30, 2019, compared to approximately RMB 1.4 million for the same period in 2018[34] Costs and Expenses - The group incurred financing costs of RMB 10,000 for the nine months ended September 30, 2019, compared to no financing costs in the same period of 2018[4] - The group reported a foreign exchange loss of RMB 291,000 for the nine months ended September 30, 2019, compared to a loss of RMB 444,000 in the same period of 2018[4] - Project costs rose by approximately RMB 2.4 million or 23.0% to about RMB 13.1 million for the nine months ended September 30, 2019, from approximately RMB 10.7 million for the same period in 2018[30] - Employee benefits expenses remained relatively stable at approximately RMB 5.8 million and RMB 5.9 million for the nine months ended September 30, 2018, and 2019, respectively[31] - Other operating expenses were stable at approximately RMB 2.0 million and RMB 2.2 million for the nine months ended September 30, 2018, and 2019, respectively[32] Equity and Shareholder Information - The total equity of the group as of September 30, 2019, was RMB 53,650,000, reflecting an increase from RMB 39,067,000 at the beginning of the year[6] - Major shareholders include QY with a 52.5% stake, SRU Investment Limited with a 15.0% stake, and DHSH (BVI) Limited with a 7.5% stake[42] - The board does not recommend the payment of any dividends for the nine months ended September 30, 2019[21] - The board did not recommend any dividend payment for the nine months ended September 30, 2019, consistent with the previous year[35] - No share options were granted, exercised, expired, or lapsed under the share option scheme as of September 30, 2019[55] Business Strategy and Operations - The group plans to continue expanding its market presence and enhancing its service offerings in the coming quarters[3] - The group plans to establish new branch offices in Wuxi and Beijing as part of its strategy to expand its business operations[27] - The group aims to build a sales and marketing team and increase marketing efforts to enhance its market presence[27] - The group will set up an internal multimedia production and design team to support its business strategy[27] - The company adopted a share option scheme on October 21, 2019, aimed at incentivizing selected participants for their contributions[55] Compliance and Governance - The group has not yet determined the impact of the new and revised Hong Kong Financial Reporting Standards on its operational performance and financial position[14] - The company was listed on GEM on November 14, 2019, and relevant regulations were not applicable as of September 30, 2019[36] - The company has adopted the trading standards as per GEM Listing Rules from sections 5.48 to 5.67 for directors' securities transactions, confirming compliance from the listing date to the report date[56] - As of September 30, 2019, there were no business activities by directors or major shareholders that directly or indirectly compete with the company's business[57] - The company emphasizes the importance of good corporate governance based on the GEM Listing Rules and has adhered to the corporate governance code since its listing on November 14, 2019[59] - The audit committee, consisting of three independent non-executive directors, has reviewed the accounting principles and the financial performance for the nine months ending September 30, 2019, ensuring compliance with applicable accounting standards and GEM Listing Rules[63][64]