Financial Performance - The company reported a revenue decline of 11.4%, from HKD 1,392.0 million in 2023 to HKD 1,233.9 million in 2024, primarily due to a decrease in average selling prices of main products caused by market supply and demand imbalance [9]. - The loss attributable to the company's owners for 2024 was HKD 197.1 million, a significant drop compared to a profit of HKD 83.1 million in 2023, mainly due to losses from the sale of the lithium battery production line and impairment provisions related to capitalized development costs of lithium battery products [9]. - The company's revenue decreased by 11.4% from HKD 1,392.0 million in 2023 to HKD 1,233.9 million in 2024, primarily due to a decline in average selling prices across major business products [25]. - Total revenue for the year ended December 31, 2024, decreased by 11.4% to HKD 1,233.9 million from HKD 1,392.0 million in 2023 [32]. - The energy storage business revenue dropped by 51.6%, from HKD 356.1 million in 2023 to HKD 172.4 million in 2024, indicating significant challenges in this segment [31]. - The EPC services segment saw a revenue increase of 7.0%, rising from HKD 572.0 million in 2023 to HKD 611.8 million in 2024, reflecting growth in this area [31]. - The photovoltaic film segment's revenue decreased by 6.1%, from HKD 363.5 million in 2023 to HKD 341.5 million in 2024, highlighting ongoing market pressures [31]. Operational Changes - The company decided to cease operations of its lithium battery production line, resulting in a one-time loss of HKD 95.6 million from the sale, which was completed in December 2024 [12]. - The company plans to cease the development and sales of mobile energy storage products by the end of 2024, fully impairing related assets due to market considerations [13]. - The company is transitioning to a lighter asset model for its energy storage business after selling its lithium battery production line in December 2024, which is expected to significantly reduce costs [20]. - The company is actively pursuing a dual development strategy for both commercial energy storage products and household "solar-storage-charging" products [11]. Product Development and Innovation - The company is focusing on the development and application of various battery packs, energy storage systems, and household "solar-storage-charging" products, emphasizing technological innovation and increased R&D investment [11]. - The company has developed a new residential energy storage battery pack with a capacity of 13.5 kWh, which is expected to start deliveries in 2024 [13]. - The company has begun shipping its commercial outdoor energy storage cabinets in 2024, expanding its range of commercial energy storage products [11]. - The company aims to enhance its energy storage system products and related offerings to meet customer demands and market changes [11]. - The company plans to enhance its photovoltaic film R&D, focusing on new generation products and improving quality and performance to strengthen market influence [21]. Market Strategy - The company believes that purchasing lithium batteries from other manufacturers is more commercially viable than self-production in the current competitive market [12]. - The company aims to enhance its competitiveness in the energy storage market by optimizing product integration and focusing on overseas market expansion [20]. - The company is actively expanding its photovoltaic EPC business overseas, particularly in South Africa and Indonesia, to tap into significant market potential [22]. - The company is expanding its photovoltaic EPC services into the commercial market in Canada, despite a temporary halt in national subsidy applications [15]. Governance and Compliance - The company has adopted the corporate governance code as per GEM listing rules for the entire year of 2024, emphasizing the importance of good corporate governance in management and internal control [72]. - The independent non-executive directors actively participate in board meetings and various committees, contributing to the company's governance and decision-making processes [75]. - The board consists of three executive directors, two non-executive directors, and three independent non-executive directors, ensuring a diverse range of business and financial expertise [74]. - The board is collectively responsible for the long-term success of the company, focusing on protecting shareholder interests and enhancing long-term value [73]. Financial Management - The company has established a sound risk management and internal control system to ensure operational effectiveness and compliance with applicable laws and regulations [93]. - The company has implemented a clear organizational structure with appropriate responsibilities and reporting mechanisms to minimize errors and misuse of authority [95]. - The company aims to maintain healthy order profits and cash flow while strictly controlling order sizes and assessing accounts receivable risks amid a challenging industry environment [21]. - The company has confirmed compliance with GEM listing rules regarding the appointment of independent non-executive directors, ensuring at least one has appropriate professional qualifications or financial management expertise [75]. Employee and Shareholder Relations - The company has a total of 445 employees as of December 31, 2024, with a gender distribution of 73% male and 27% female [90]. - The company provides ongoing professional development for all directors to ensure they remain knowledgeable and skilled in their roles [96]. - The company encourages management to meet with shareholders and potential investors to provide updates on business developments [102]. - The company has established multiple communication channels with shareholders, including an annual general meeting and a dedicated website for public access to information [102]. Environmental and Social Responsibility - The company has implemented various environmental measures to reduce greenhouse gas emissions and improve water recycling rates [108]. - The company has established an environmental, social, and governance report available on the stock exchange and its website [110]. Impairment and Losses - A loss of HKD 95.6 million was recognized from the sale of a battery production line, reflecting the decline in average selling prices of lithium battery products [41]. - Impairment losses of HKD 41.4 million on property, plant, and equipment were recognized due to market price declines in the photovoltaic film business [42]. - The company recognized impairment losses of HKD 2.0 million for property, plant, and equipment and HKD 25.5 million for intangible assets related to the mobile energy business due to minimal recoverable amounts [43]. - The impairment losses for the electric vehicle charging pile business amounted to HKD 3.1 million for property, plant, and equipment and HKD 14.9 million for intangible assets, reflecting a decline in expected sales and marketing performance [44].

Financial Performance - The company's revenue for the year ended December 31, 2024, increased by approximately SGD 2,344,000 or about 10.0% to approximately SGD 25,808,000 compared to the previous year[10]. - Gross profit rose from approximately SGD 1,243,000 for the year ended December 31, 2023, to approximately SGD 2,745,000 for the year ended December 31, 2024, with a gross margin increase from 5.3% to 10.6%[10]. - The loss for the year ended December 31, 2024, was approximately SGD 412,000, a significant improvement from a loss of approximately SGD 5,114,000 for the year ended December 31, 2023[10]. - Revenue from truck transportation services increased by approximately SGD 3,235,000 to about SGD 24,571,000, representing a growth of 15.2% due to increased trade volume[16]. - The revenue breakdown for the year ended December 31, 2024, shows truck transportation services accounted for 95.2% of total revenue, while consolidation services accounted for 4.8%[15]. - The revenue from consolidation services decreased by 41.8% or approximately SGD 890,000, primarily due to reduced demand as ships began arriving more timely[18][19]. - Other income and gains decreased from approximately SGD 175,000 for the year ended December 31, 2023, to approximately SGD 73,000 for the year ended December 31, 2024, primarily due to reduced gains from the sale of properties, plants, and equipment[23]. - Administrative expenses decreased from approximately SGD 6,297,000 for the year ended December 31, 2023, to approximately SGD 2,965,000 for the year ended December 31, 2024[24]. - The group recorded a loss of approximately SGD 412,000 for the year ended December 31, 2024, a reduction of approximately SGD 4,702,000 compared to a loss of approximately SGD 5,114,000 for the year ended December 31, 2023[26]. Operational Insights - The company operates a large fleet capable of handling a significant volume of customer orders, positioning itself as a reliable service provider in the logistics sector[14]. - The management team is experienced and has been instrumental in the company's development as a trusted transportation and consolidation service provider[14]. - The company is closely monitoring global trade economics and continuously engaging with customers to understand their needs and the market situation[11]. - The expected GDP growth for Singapore in 2025 is projected to be between 1% and 3%, indicating potential challenges and variables for the company[11]. - Future plans include purchasing new vehicles to increase service capacity and enhancing IT systems[40]. - The company aims to maintain growth and expand market share in Singapore, despite economic slowdowns in the region[40]. Corporate Governance - The company has adopted corporate governance practices in line with GEM listing rules, with compliance noted for the fiscal year[51]. - The company has confirmed adherence to trading regulations for directors during the fiscal year ending December 31, 2024[53]. - The company has received a written confirmation from controlling shareholders regarding compliance with the non-competition agreement since the listing date on GEM[58]. - The board consists of four members, including one executive director and three independent non-executive directors, all of whom have attended 100% of board meetings[60]. - The independent non-executive directors have confirmed their independence in accordance with GEM listing rules[63]. - The company has implemented a training program for directors to ensure they understand their responsibilities under GEM listing rules and other regulations[64]. - The board is responsible for the overall corporate governance functions, including policy formulation and compliance monitoring[69]. - The initial term for all directors is set at three years, with a requirement for re-election at the annual general meeting[71]. - The company has purchased appropriate insurance to cover legal liabilities arising from directors' activities[72]. - The board will continue to review the effectiveness of the corporate governance structure and assess the need to separate the roles of chairman and CEO[62]. Audit and Committees - The Audit Committee held five meetings in the fiscal year ending December 31, 2024, with attendance rates of 100% for the chairman and one member[76]. - The Remuneration Committee conducted three meetings in the fiscal year ending December 31, 2024, with the chairman attending all four meetings[80][82]. - The Nomination Committee held four meetings in the fiscal year ending December 31, 2024, with the chairman attending all three meetings since appointment[85][86]. - The Audit Committee is responsible for reviewing the company's financial statements, including annual and quarterly reports, ensuring their completeness before submission to the board[77]. - The Remuneration Committee is tasked with reviewing and approving the remuneration proposals for senior management based on the company's objectives[83]. - The Nomination Committee evaluates the diversity of the board and recommends changes to enhance the company's corporate strategy[87]. - The Audit Committee's chairman possesses professional qualifications in accounting and financial management as per GEM listing rules[74]. - The Remuneration Committee ensures that no director participates in determining their own remuneration[83]. - The Nomination Committee is responsible for identifying qualified candidates for board positions and assessing the independence of non-executive directors[87]. - The Audit Committee's meetings are held at least four times a year, ensuring compliance with governance codes[76]. Environmental, Social, and Governance (ESG) Initiatives - The company aims to enhance its business operations and sustainability management, adhering to the GEM listing rules of the Hong Kong Stock Exchange[107]. - The environmental, social, and governance (ESG) report covers the fiscal year ending December 31, 2024, focusing on logistics services in Singapore, primarily truck transportation and consolidation services[108]. - The company has established a systematic management approach to assess and manage significant ESG issues, including risk assessments and stakeholder communications[113]. - The ESG committee is responsible for implementing the company's ESG initiatives and monitoring performance, with the board of directors ultimately accountable for the ESG report[109]. - The company actively engages with stakeholders, including government agencies, investors, employees, customers, suppliers, and the community, to improve ESG performance[116]. - The ESG report identifies ten key ESG issues based on stakeholder feedback and industry benchmarks, ensuring relevance and significance[119]. - The company has committed to maintaining compliance with all relevant ESG reporting guidelines and has provided a complete index for reference in the ESG report[107]. - The company emphasizes the importance of effective communication channels with stakeholders to address their concerns and enhance trust[114]. - The report outlines the company's goals and indicators for ESG performance, comparing them with actual results to ensure accountability[115]. - The company has implemented measures to ensure the effectiveness of its significant ESG initiatives and has established actionable goals[115]. Environmental Impact and Compliance - The company aims to reduce diesel consumption by 2.0% by 2029, with incremental reductions of 1%, 1.4%, 1.6%, and 1.8% in the preceding years[136]. - The company targets a 2.3% reduction in electricity consumption by 2029, with annual increases from 1.5% to 2.1% over the next five years[136]. - Water consumption reduction is also set at 2.3% by 2029, with a gradual increase from 1.5% to 2.1% in the following years[136]. - The company has implemented operational measures to minimize greenhouse gas emissions, focusing on logistics operations and energy consumption from purchased electricity[125]. - The company has maintained compliance with significant environmental laws and regulations, including the Environmental Protection Management Act in Singapore[128]. - The company encourages employees to adopt water-saving habits and has no issues with water sourcing as it is provided by the government[133]. - The company has adopted digital office practices to minimize paper usage and has implemented regular vehicle maintenance to monitor fuel consumption[126]. - The company is committed to creating a comfortable and green working environment to enhance employee efficiency[135]. - The company has established electronic workflows to reduce printing and copying, promoting double-sided printing in the office[129]. - The company evaluates climate change impacts through physical and transition risk assessments, considering both direct asset damage and supply chain disruptions[142]. Employee Welfare and Safety - The employee turnover rate for the year was reported at 6.9%, which is considered healthy and stable by the Environmental, Social, and Governance Committee[155]. - The company has established an ISO 14001 certified environmental management system to meet customer expectations for environmental friendliness[148]. - The workforce consisted of 121 full-time employees as of December 31, 2024, down from 130 in 2023, reflecting a decrease of approximately 6.9%[155]. - The company plans to negotiate cost-sharing arrangements with customers in response to potential fuel cost increases due to environmental taxes[148]. - The company is committed to monitoring and updating its action plans regarding climate change impacts regularly[147]. - The total power consumption was reported at 56,228 kWh in 2024, an increase from 44,643 kWh in 2023, representing a growth of approximately 26%[150]. - The company aims to maintain compliance with relevant laws and regulations regarding employee rights and welfare, ensuring a fair and equitable work environment[160]. - The company reported an injury rate of 0.0076% for the fiscal year 2023, an increase from 0.0055% in fiscal year 2022, but a decrease is expected in fiscal year 2024 to 0.0057%[168]. - The total number of lost workdays due to injuries was 28 in fiscal year 2023, compared to 25 in fiscal year 2022 and an expected 26 in fiscal year 2024[168]. - The company has not experienced any work-related fatalities in the past three years[166]. Risk Management and Compliance - A comprehensive anti-corruption training program aims for 100% coverage of employees within four years[178]. - The company has established a strict supplier selection process that considers environmental and social risk controls[186]. - There have been no reported incidents of bribery, extortion, fraud, or money laundering in the past three years[183]. - The company maintains a risk management system to identify and mitigate risks in the workplace[165]. - The company has implemented various COVID-19 safety measures, including regular disinfection and social distancing protocols[169]. - The company collaborates with four key suppliers in the port, diesel, tire, and land leasing sectors, crucial for its operations[185]. - The company provides at least 6 hours of training for each driver during the reporting period, focusing on health and safety regulations[173]. Logistics and Service Quality - The company has a large logistics fleet consisting of tractors, trailers, forklifts, and light vehicles to provide efficient transportation and storage services[192]. - The company has invested in various technological systems to enhance workflow timeliness and accuracy, reducing employee workload[192]. - The company maintains close relationships with suppliers to ensure the provision of quality goods and services, contributing to strong business performance[193]. - The company implements a quality control policy to provide reliable and flexible services, meeting changing customer and market demands[194]. - Regular vehicle inspections are conducted to minimize vehicle failures and road accidents, ensuring safety for all road users[199]. - All drivers are required to participate in safety courses to ensure safe operation of heavy vehicles[200]. - The company has established quality and safety inspection programs to regulate order processing and address unresolved issues with customers and suppliers[197]. - The company actively communicates with customers to understand their needs and provide timely responses during service delivery[196]. - The company utilizes an operational system that automatically matches key operational data with partners' databases daily[192]. - The company does not face risks related to product or service recalls, and any delivery issues are promptly rescheduled with customer approval[200].

Land Reserves and Property Development - As of December 31, 2024, the total land reserve of the company amounts to approximately 3.58 million square meters across 35 property projects in 10 cities[27]. - The company has a total of 3,581,776 square meters of land reserves, with 357,808 square meters completed, 722,460 square meters under construction, and 2,501,508 square meters planned for future development[29]. - The total area of land reserves is categorized into completed, under construction, and future development, indicating a strategic approach to project management[31]. - The company is focusing on expanding its land reserves and project pipeline to enhance future growth potential[31]. - The company has established operational bases in Guangdong, Hainan, Yunnan, Jiangsu, and Hunan provinces[2]. - The company has ongoing projects with a total area of 1,200,000 square meters, including 236,787 square meters in the second phase of the Jingye Shanhu Bay project[33]. - Future development projects are estimated to cover an area of 1,500,000 square meters, with 400,784 square meters planned for the Jingye Yingde Jinxiong project[32]. - The company is actively pursuing new projects and developments across different regions to strengthen its market position[30]. Financial Performance - The total contracted sales amount for 2024 was approximately RMB 470.5 million, a decrease of 69.5% compared to RMB 1,541.5 million in 2023[78]. - The confirmed revenue for 2024 was RMB 3,426.7 million, a significant increase of 567.3% from RMB 513.5 million in 2023[79]. - Revenue from property development and sales increased by 726.3% in 2024, reaching RMB 3,323.3 million, accounting for 97.0% of total revenue[80]. - The operating loss for 2024 was RMB 23.6 million, a significant improvement from the operating loss of RMB 1,977.5 million in 2023[78]. - Hotel operations revenue decreased by 18.9% to RMB 58.6 million in 2024, down from RMB 72.3 million in 2023, primarily due to the closure of a key hotel[82]. - Property management service revenue reached RMB 42.3 million in 2024, a 25.5% increase from RMB 33.7 million in 2023, driven by stable growth in managed property area[83]. - Commercial property investment revenue decreased by 51.9% to RMB 2.5 million in 2024 from RMB 5.2 million in 2023, primarily due to the sale of investment properties[84]. - The net loss for 2024 was RMB 132.6 million, significantly reduced from a loss of RMB 2,142.6 million in 2023, with basic and diluted loss per share improving to RMB 0.21 from RMB 1.11[95]. Operational Strategy and Management - The company operates four main business segments: property development and sales, hotel operations, property management, and commercial property investment[2]. - The company emphasizes its positioning as an "ecological and cultural real estate developer," focusing on natural resources and cultural heritage in project locations[2]. - The company is committed to building homes and communities that are truly suitable for buyers to live in[2]. - The group aims to maintain operational resilience and adapt its business structure in response to ongoing market uncertainties, focusing on "stable operations, ensuring delivery, and managing risks"[69]. - The group is actively seeking new financing sources and improving cash flow management to address liquidity risks and debt pressures[69]. - The company is committed to reducing debt and managing liquidity pressures while enhancing operational capabilities[74]. - The company plans to continue leveraging government policies to stabilize the market and enhance operational efficiency[73]. - The company aims to transform some existing properties into long-term rental sources to adapt to market demands[71]. Governance and Compliance - The company emphasizes strategic independent judgment through its independent non-executive directors, including Ma Qingnan, who has over 42 years of legal practice experience[115]. - The company is committed to maintaining high standards of governance and resource management through its independent committees[115][116][118]. - The independent non-executive directors have reviewed the non-competition agreement and assessed compliance by covenant parties[152]. - The company has established compliance procedures to ensure adherence to applicable laws and regulations affecting its real estate development and management operations[159]. Stock Options and Shareholder Information - The stock option plan approved on November 13, 2019, aims to attract and retain top talent and provide additional incentives to employees and partners[160][161]. - The maximum number of shares that can be issued under the stock option plan is capped at 10% of the total issued shares as of the listing date, which translates to a maximum of 160 million shares[165]. - The company must seek shareholder approval for any stock options exceeding the 1% limit for individual participants[166]. - The stock option plan will remain effective for ten years from the adoption date, expiring on November 12, 2029, unless terminated earlier by shareholders[187]. - As of December 31, 2024, there are no unexercised stock options granted under the stock option plan[192]. - Mr. Chen Si Ming holds 1,200,000,000 ordinary shares, representing approximately 72.9% of the company's issued share capital as of December 31, 2024[194]. - The total number of issued ordinary shares as of December 31, 2024, is 1,646,173,000 shares[198]. Market Conditions and Risks - The group faces significant risks related to government regulations, particularly in property purchase policies in provinces such as Guangdong, Hainan, Jiangsu, Yunnan, and Hunan[158]. - The group's business performance is highly dependent on the economic conditions and real estate market in China, especially in the aforementioned provinces[158]. - The company anticipates a slow recovery in the real estate market, with continued government support expected in 2025[73].

Financial Performance - The Group's revenue for the year ended December 31, 2024, was approximately RMB 79.5 million, a decrease of about 24% from RMB 105.3 million in 2023[11]. - Revenue from the trading of fabric and clothing dropped from approximately RMB 50.4 million in 2023 to approximately RMB 19.9 million in 2024, reflecting a strategic shift towards wider gross margins[11]. - The Group recorded a gross loss of approximately RMB 28.3 million in 2024, compared to RMB 22.5 million in 2023[14]. - The net loss for the Group was approximately RMB 143.2 million in 2024, an improvement from a net loss of approximately RMB 164.6 million in 2023[14]. - The loss from the reportable segment narrowed from approximately RMB 18.4 million in 2023 to approximately RMB 13.3 million in 2024, driven by improved gross profit margins in the online trading market[17]. - The Group's revenue from the Fabrics and Trading Business decreased from approximately RMB 78.4 million in 2023 to RMB 52.4 million in 2024[16]. - Revenue from the fabric and trading business decreased from approximately RMB 78.4 million for the year ended December 31, 2023, to RMB 52.4 million for the year ended December 31, 2024, primarily due to a strategic shift towards achieving higher gross margins[22]. - The reported loss for the fabric and trading business narrowed from approximately RMB 18.4 million for the year ended December 31, 2023, to approximately RMB 13.3 million for the year ended December 31, 2024, driven by an increase in gross margin from online trading[22]. Cost Management - The decrease in administrative and operating expenses by approximately RMB 8.2 million in 2024 was due to stringent cost control measures[15]. - The management has implemented stringent cost control measures, resulting in a reduction of administrative and operating expenses by RMB 8.2 million for the year ended December 31, 2024[107]. Loan and Credit Management - The Money Lending Business has not granted any new loans or loan facilities during 2024, maintaining a cautious approach amid economic uncertainty[21]. - The interest rate for loans provided by the Group ranges from 13% to 14%, with terms from 3 months to 1 year[20]. - As of December 31, 2024, the net value of receivables from loans was zero, with no new loans or financing issued during the year, reflecting a cautious tightening of credit policies[25]. - The Group's credit risk assessment includes background checks and reviews of financial conditions, asset portfolios, and credit histories for potential customers[29]. - The Group's impairment policy indicates that full impairment will be made for overdue loans if they are more than 90 days past due without a repayment plan[32]. - The Group recognized a net impairment loss of RMB 4,600,000 on receivables due to the non-repayment of one outstanding loan as of December 31, 2024[35]. - The Group recognized a net impairment loss on trade and other receivables of approximately RMB 9,083,000, including RMB 29,000 for trade receivables and RMB 9,054,000 for other receivables[75]. - The impairment loss on other receivables primarily relates to amounts due from Asia Momentum Media PTE. LTD. and 台灣亞洲心動娛樂有限公司, totaling RMB 4,716,500 and RMB 1,609,876 respectively[81]. Business Strategy and Future Outlook - The Group's strategic focus in 2024 was on achieving higher gross margins, moving away from a narrow gross profit margin strategy adopted in 2023[16]. - The Group has deferred its live-streaming e-commerce business plan to 2026 due to operational challenges and underperformance of short video content launched in 2024[50]. - The short-term strategy for the media, cultural, and entertainment business includes expanding digital platforms and seeking investment opportunities in film rights[51]. - The anticipated growth rate for the live streaming project, now scheduled for 2026, is projected at 12.4%, based on reliable sources such as Technavio and IBISWorld[62]. - The board has adopted a more cautious approach in financial projections due to the challenging economic environment[62]. - The company aims to expand its digital platforms and seek investment opportunities in film rights, targeting a strong customer base for a high-quality e-commerce platform[53]. Share Capital and Financing - The company plans to place up to 262,208,000 new shares at a price of HK$0.080 per share, aiming to raise a total of HK$20.98 million[99]. - A proposed rights issue is expected to raise HK$196.66 million, with a ratio of two rights shares for every one share held[99]. - The Company has entered into a placing agreement to secure approximately HK$20.56 million in net proceeds, with further fundraising exercises planned by October 2025[106]. - Loan capitalisation negotiations are ongoing, with completion expected by October 2025[107]. - The Group's forecast assumes successful acquisition of additional financing, effective collection of outstanding sales proceeds, and successful loan capitalisation of bond payables and other borrowings[90][94]. Governance and Management - The management is optimistic about the Group's future growth and outlook, emphasizing the importance of enhancing corporate transparency and governance[87]. - The company emphasizes the importance of experienced leadership in driving business development and investment strategies[164][165][168][169][170]. - The leadership team is expected to leverage their diverse backgrounds to support the company's strategic initiatives and market expansion efforts[164][165][168][169][170]. - The Group employed approximately 178 employees as of December 31, 2024, down from 196 in 2023[152]. - The remuneration packages for employees were maintained at a competitive level to attract and retain talent[152]. Legal and Compliance Issues - The auditors raised uncertainties regarding the Group's ability to continue as a going concern, highlighting the need for supporting evidence for the assumptions made[96]. - The management acknowledges the uncertainties raised by the auditors but maintains confidence in the Group's ability to raise adequate funds[98]. - The company is facing a winding-up petition due to an inability to pay debts totaling approximately HK$71 million, which includes a principal of HK$50 million and accrued interest of HK$21 million[136]. - The High Court ordered the withdrawal of the winding-up petition on February 28, 2024[137]. - The company is involved in litigation regarding a claim for damages amounting to HK$3 million, with a court ruling requiring payment within 56 days[139]. Customer and Supplier Concentration - The Group's five largest customers accounted for approximately 53.5% of total turnover, with the largest customer contributing about 14.4% of total sales[190]. - The Group's five largest suppliers accounted for approximately 53.5% of total purchases, with the largest supplier contributing about 13.4% of total purchases[191].

Economic Environment and Market Conditions - The hotel business was adversely affected by global economic instability and geopolitical conflicts, particularly in the PRC, leading to a cautious consumer spending environment[13] - The economic slowdown in sectors like property development has added uncertainties to the PRC's economic development[13] - The overall market sentiment in the PRC hotel industry has declined significantly, impacting consumer spending and occupancy rates[24] - The Group's performance remains steady despite the challenging market conditions[13] Business Strategy and Development - The Group maintained a proactive approach to enhance core competitiveness and adjusted business strategies to manage challenges in the tourism industry[13] - The Group diversified its business into the healthcare and beauty segment, achieving positive initial results[13] - The Group plans to further develop its healthcare and beauty business, focusing on bioregenerative, collagen, and anti-aging skincare products[16] - The Group aims to collaborate with key players in the healthcare and beauty industry for business diversification[16] - The Group is exploring ways to broaden and stabilize its revenue base, particularly through accommodation consultation services, which are more resilient to pandemic impacts[47] Accommodation Operations - The Group currently operates five leased-and-operated accommodation projects[20] - The accommodation operation revenue for the year was approximately HK$35,821,000, representing a decrease of approximately 38.50% compared to the previous financial year due to reduced occupancy rates and contract expirations[24] - The occupancy rate for the accommodation business decreased to 50.82% from 74.38% in the previous year, representing a decline of approximately 23.56%[63] - The average room rate (ARR) decreased from RMB 312.2 to RMB 253.5, a reduction of approximately 18.75%[63] - The Group is implementing flexible sales and marketing plans, including cooperation agreements with new tourism intermediaries and updating existing sales strategies to improve performance[26] - The Group continues to adopt operational improvement schemes, such as enhancing accommodation facilities and implementing staff performance programs to boost revenue[26] Financial Performance - The revenue for the Year was approximately HK$3,785,000, representing a decrease of approximately 59.79% compared to the last financial year[47] - The Group's total comprehensive loss for the Year was approximately HK$37,596,000, a decrease of approximately 39.23% compared to the previous year[57] - The Group's revenue from the accommodation business segment decreased by approximately 41.46% from HK$67,661,000 to HK$39,606,000[57] - Total operating costs decreased by approximately HK$8,347,000 or about 13.16% to approximately HK$55,078,000 for the year ended 31 December 2024 compared to HK$63,425,000 in 2023[68] - Employee benefit expenses decreased by approximately HK$1,779,000 or about 10.04% as a result of effective employee management programs[70] Corporate Governance and Management - The Company has complied with the applicable Corporate Governance Code throughout the Year, with certain specified deviations explained[112] - The Board is responsible for formulating strategies, monitoring performance, and managing risks, supported by three committees: audit, remuneration, and nomination[113] - The Company adopted the Model Code for Securities Transactions, confirming compliance by all Directors and relevant employees throughout the Year[114] - The Board has mechanisms in place to ensure independent views and input are available, which are reviewed annually for effectiveness[137] - The Company ensures that all Directors have the required character, integrity, and expertise to fulfill their roles effectively[140] Diversity and Inclusion - The Company aims to achieve gender parity in its workforce and is actively considering gender diversity during recruitment[160] - The Board has adopted a Board Diversity Policy to enhance diversity in its composition, considering factors such as gender, age, and professional experience[149] - The current Board composition has achieved the objectives of the Board Diversity Policy[173] Environmental and Social Responsibility - The Group emphasizes the importance of environmental protection and respects the legitimate rights of stakeholders, including employees, customers, suppliers, and community members[96] - The Group is committed to corporate social responsibility and will publish specific reports in compliance with the Hong Kong Stock Exchange listing rules[96] Future Outlook - Despite economic challenges, the Group expects the Chengdu Branch to generate sustainable and stable income in the future[31] - The Group plans to raise up to approximately HK$46,300,000 through a rights issue, with approximately HK$24,000,000 allocated for developing the healthcare and beauty business[54] - The Group anticipates that international projects, such as the opening of Legoland theme park in Shenzhen, will increase guest numbers in the Huizhou region, boosting long-term performance[37]

Financial Performance - For the fiscal year ending December 31, 2024, the company reported total revenue of RMB 56,439,000, a decrease of 1.8% from RMB 57,444,000 in 2023[11] - The gross profit for the same period was RMB 15,603,000, significantly up from RMB 2,501,000 in the previous year, indicating a substantial improvement in profitability[11] - The net loss attributable to the company's owners narrowed to RMB 5,281,000 from RMB 48,181,000 in 2023, reflecting a recovery in financial performance[11] - The company's revenue for the year ending December 31, 2024, was approximately RMB 56.4 million, a decrease of about 1.7% compared to RMB 57.4 million for the year ending December 31, 2023[24] - Sales cost for the year ending December 31, 2024, was approximately RMB 40.8 million, a decrease of about 25.7% from RMB 54.9 million for the year ending December 31, 2023[25] - Gross profit for the year ending December 31, 2024, was approximately RMB 15.6 million, an increase of about 524% from RMB 2.5 million for the year ending December 31, 2023[26] - The gross margin increased from approximately 4.4% for the year ending December 31, 2023, to approximately 27.7% for the year ending December 31, 2024[26] - Other income, gains, and losses for the year ending December 31, 2024, were approximately RMB 10.5 million, an increase of about 425% from RMB 2.0 million for the year ending December 31, 2023[27] - Sales and distribution expenses for the year ending December 31, 2024, were approximately RMB 5.0 million, a decrease of about 63.5% from RMB 13.7 million for the year ending December 31, 2023[28] - Administrative expenses for the year ending December 31, 2024, were approximately RMB 12.4 million, a decrease of about 10.8% from RMB 13.9 million for the year ending December 31, 2023[29] - The company achieved significant growth in overseas revenue, which reached approximately RMB 14.6 million, an increase of about 217.4% from RMB 4.6 million for the year ending December 31, 2023[24] - The net loss for the year ended December 31, 2024, was approximately RMB 5.3 million, a reduction of about 89% from a net loss of RMB 48.2 million for the year ended December 31, 2023[32] - The loss per share for the year was approximately RMB 0.016, a decrease of about 91.9% compared to RMB 0.197 in 2023[33] Strategic Initiatives - The company plans to enhance AI technology research and development, focusing on innovative products like smart parenting assistants[13] - A new service model combining elderly care and maternal and infant services will be piloted, leveraging the newly established "Worry-Free Nursing Home" content IP[13] - The company aims to explore opportunities in emerging markets such as Southeast Asia to foster long-term growth[13] - The company continues to optimize digital tools and service models to create more value for partners and achieve mutual benefits[12] - The company plans to innovate continuously and expand its service offerings to address the needs of aging families, introducing a new content IP focused on elderly care[23] - The company aims to expand its family-related services by leveraging internet technology to meet the evolving needs of new-generation family consumers[54] - The company plans to reduce costs and quickly enter new industries through investments in companies engaged in new sectors such as social retail and family healthcare[54] Investment and Financial Management - The company is shifting its investment strategy to focus on AI technology and its applications, aiming to capitalize on rapid market changes and digital transformation[48] - The company has provided loans to third parties with annual interest rates ranging from 6.0% to 8.0%, with loan terms of 12 to 36 months, aligning with long-term interests[50] - As of December 31, 2024, the company has provided loans totaling RMB 12 million to Nanjing Qianyu Information Technology Co., Ltd., with a 36-month term and a 6% interest rate[51] - The company has received repayments of RMB 878,700 from Shenzhen Feishikang Technology Co., Ltd., with a remaining amount of RMB 181,300 due[52] - The company prefers long-term investments, typically targeting entities involved in the maternal and child market and related technology development[55] - The company’s investment policy emphasizes strategic cooperation and compliance with legal regulations, generally limiting its equity stake in target entities to no more than 20%[55] - The company expects investments in technology upgrades, content enrichment, and expanded value-added services to enhance operational efficiency and user experience[56] - The investment team, consisting of senior executives, continuously monitors market influence and technological developments in the maternal and child business chain[56] - The company requires invested entities to use funds solely for agreed business development projects, ensuring strict financial risk management[56] Corporate Governance - The company has adopted the corporate governance code as per the Stock Exchange Listing Rules and has complied with all provisions for the fiscal year ending December 31, 2024[65] - The board consists of seven members, including two executive directors and three independent non-executive directors, ensuring a balanced governance structure[71] - The independent non-executive directors play a crucial role in providing unbiased opinions on the company's strategy and performance, ensuring shareholder interests are considered[76] - The company has mechanisms in place to seek independent professional advice when necessary, ensuring informed decision-making by the board[74] - The company has not identified any violations of the written guidelines for employees regarding securities trading for the fiscal year ending December 31, 2024[68] - The board is committed to regular reviews of its corporate governance practices to ensure compliance with the governance code[66] - The chairman and CEO roles are separated to maintain a balance of power and authority within the company[73] - The board consists of 7 members, including 2 female directors, indicating a certain level of gender diversity compared to a single-gender board[83] - All directors have received training on their roles and responsibilities, with participation in various training sessions covering corporate governance and industry trends[84] - The board held a total of 4 regular meetings in 2024, with all directors having access to relevant documents and the ability to include discussion items in the agenda[88] - The company has arranged appropriate insurance coverage for potential legal actions against directors and senior management[85] - The company held its annual general meeting on June 15, 2024, and special meetings on March 13 and March 15, 2024, with attendance records for directors noted[89] - Directors are required to retire at least once every three years and must be re-elected at the annual general meeting[91] - The board has established committees including the audit committee, remuneration committee, and nomination committee, with sufficient resources to fulfill their responsibilities[93] - The company has a diversity policy for board recruitment and promotion, ensuring a diverse candidate pool for management positions[83] - The company has a continuous professional development policy for directors, ensuring they stay updated on governance and regulatory changes[84] - The company plans to reappoint directors who are retiring at the upcoming annual general meeting, with all retiring directors eligible and willing to stand for re-election[92] Risk Management - The company emphasizes the importance of effective risk management and internal controls for long-term sustainability, with the board responsible for maintaining these systems[108] - The risk management framework aims to enhance risk management and internal controls in accordance with listing rules, ensuring baseline risks remain within acceptable limits[109] - The company adopts a three-tier risk management approach to dynamically identify, assess, mitigate, and respond to risks across all business aspects[110] - The internal control system is designed based on the COSO framework, focusing on control environment, risk assessment, control activities, information and communication, and monitoring[111] - The board and audit committee review the effectiveness of the risk management and internal control systems biannually, ensuring they are adequate and effective[113] - The company has established a policy for insider information disclosure, ensuring compliance with relevant regulations and maintaining transparency[114] - The company is committed to maintaining clear and timely communication with shareholders and investors through various reports and announcements[115] Shareholder Information - The company did not declare any interim dividends during the fiscal year ending December 31, 2024, and the board does not recommend a final dividend for the twelve months ending December 31, 2024, consistent with the previous year[128] - The company’s available distributable reserves as of December 31, 2024, are approximately RMB zero, unchanged from the previous year[137] - The board of directors will present the audited accounts for the fiscal year ending December 31, 2024, at the annual general meeting[123] - The company’s main business is investment holding, with details of subsidiaries' primary operations included in the consolidated financial statements[124] - The company has established a dividend policy, which requires any final dividend to be approved by shareholders at the general meeting and cannot exceed the amount recommended by the board[121] - The company will hold its 2024 annual general meeting on June 30, 2025[129] - The company has not purchased, sold, or redeemed any of its listed securities during the year[135] - The board believes that the shareholder communication policy has been effectively implemented for the fiscal year ending December 31, 2024[120] Compliance and Regulatory Matters - The company has taken all reasonable actions to ensure compliance with qualification requirements for foreign investors in the value-added telecommunications sector in China[162] - The independent non-executive directors have confirmed that the ongoing related party transactions are conducted in the ordinary course of business and on normal commercial terms[165] - Nanjing Xinchang and Nanjing Xihui hold several licenses and permits necessary for conducting their primary business operations[173] - The company will continue to liaise with relevant government authorities to provide updated information as needed[162] - The contractual arrangement allows the company to control the operations and enjoy all economic benefits of its Chinese contractual entities[174] - There are risks associated with the contractual arrangements being deemed compliant with current and future Chinese laws and regulations[192] - The company is subject to foreign ownership restrictions in China, limiting foreign investment in value-added telecommunications services to a maximum of 50%[193] - The company must comply with the Ministry of Industry and Information Technology's regulations regarding ICP licenses and cannot lease or transfer these licenses to foreign investors[194] - The exclusive purchase rights agreement remains effective throughout the existence of the Chinese contractual entity, unless terminated by the company with a 30-day notice[189] - The new foreign investment law draft introduces new standards for defining domestic enterprises, which could affect the company's operational structure[197] - The company may be required to restructure its ownership or business operations if existing contractual arrangements are deemed non-compliant with future regulations[196] - The potential for regulatory actions could include the termination of business licenses or contracts, impacting the company's operations in China[196] - The company is at risk of being forced to divest its main business to comply with regulatory requirements if its operations are classified as foreign investment[197] - The business's ability to continue operating under existing contractual arrangements may depend on the final adoption of the new foreign investment law and its interpretations[197] - The company acknowledges the risk of being unable to consolidate the financial performance of its Chinese contractual entities if regulatory changes occur[198]

Financial Performance - For the year ended December 31, 2024, the Group's revenue was approximately HK$182.09 million, a decrease of 17.13% from HK$219.73 million in 2023[12]. - The Group's gross profit for the year was approximately HK$42.66 million, down from HK$60.04 million in 2023[12]. - The loss from continuing operations for the year was approximately HK$28.10 million, compared to a loss of HK$23.12 million in 2023[12]. - The loss attributable to owners for the year was HK$25.55 million, an improvement from a loss of HK$31.53 million in 2023[11]. - The average shareholders' equity decreased to HK$423.05 million from HK$710.91 million in 2023[11]. - The return on average equity for the year was -69.92%, compared to -21.57% in 2023[11]. Debt and Liquidity - Total indebtedness at year-end was HK$108.09 million, significantly reduced from HK$553.36 million in 2023[11]. - The Group's total debt to total capital ratio improved to 31.15% from 47.52% in 2023[11]. - The current ratio as of December 31, 2024, was approximately 0.71, compared to approximately 1.03 as of December 31, 2023, reflecting a decrease in liquidity[38]. - The Group's total bank loans and other borrowings decreased to approximately HK$28,770,000 as of December 31, 2024, from approximately HK$441,650,000 as of December 31, 2023, a reduction of about 93.5%[39]. - The gearing ratio as of December 31, 2024, was approximately 85.54%, significantly improved from approximately 199.67% as of December 31, 2023, indicating a healthier financial structure[41]. Business Strategy and Growth - The Group plans to control costs and focus on existing resources to strengthen its business organically and through acquisitions[13]. - The Group aims to diversify its business mix and will invest in similar businesses with experienced partners[13]. - The Group entered into an investment cooperation agreement to establish Hunan Magic Foods Technology Company Limited, targeting the production of 100,000 tons of konjac semi-finished products and 10,000 tons of konjac snack foods annually[47]. - The main target market for Magic Foods is China, with potential future expansion into other countries, reflecting confidence in the konjac foods market's development prospects[48]. - A cooperation framework agreement was signed with Jiangcheng County Government for an intensive processing project for imported konjac, aiming to create a complete industrial chain from planting to sales[53]. - The Company proposed to acquire the entire issued shares of Huapan and Hao Resources Co., Ltd., indicating strategic growth through potential acquisitions[55]. Acquisitions and Investments - The Company has entered into a framework agreement to acquire the entire issued shares of the Target Company, which holds the BOT concession for the "Laos Boten International Port Health and Animal and Plant Inspection and Quarantine Center" project[58]. - The Target Company will share 90% of the profits from the project operating company with the Louang Namtha Province Government of Laos during the 90-year operation period[60]. - The Proposed Acquisition is subject to due diligence, which will conclude on February 28, 2025[65]. - The consideration for the Proposed Acquisition will be negotiated further between the Company and the Potential Purchaser[61]. - The Company has also agreed to acquire approximately 51% of the issued share capital of Hunan Tianyu Ecological Agriculture Development Co., Ltd for a cash consideration of RMB 14,280,000[74]. - The acquisition is expected to provide a stable and recurrent source of income for the group and enhance its asset base in Mainland China[85]. Corporate Governance - The Company has complied with all code provisions of the Corporate Governance Code during the year ended December 31, 2024, ensuring transparency and accountability to shareholders[160]. - The Board is responsible for strategic decisions and performance oversight, with daily operations delegated to management, ensuring a clear governance structure[163]. - The independent non-executive Directors play a crucial role in providing independent judgment on strategic issues, safeguarding shareholder interests[168]. - The Company emphasizes the importance of Board diversity to enhance performance and achieve strategic objectives[199]. - The selection of Board candidates is based on a variety of factors including gender, age, and professional experience, focusing on merit and contribution[200]. Restructuring and Legal Matters - The company is actively exploring debt restructuring options due to liquidity constraints and financial challenges, including engaging with creditors and stakeholders[103][106]. - The Creditors' Scheme was sanctioned by the High Court on November 29, 2023, but has not yet become effective pending registration and an initial cash payment of HK$45,000,000[114]. - The restructuring plan aims to release all of the company's indebtedness and liabilities to creditors, which is deemed beneficial for shareholders[135]. - The company was ordered to pay damages of HK$4,394,000 related to a lawsuit from a former director, with an appeal filed on March 6, 2023, against a lower judgment of HK$2,944,000[100][102].

Financial Performance - For the fiscal year ending December 31, 2024, the company's total sales revenue was approximately RMB 2,024,350,000, representing a 4.2% increase from RMB 1,942,475,000 in the previous year[9]. - The gross profit for the same period was approximately RMB 297,919,000, an increase of about 24.2% compared to RMB 239,843,000 in the prior year[10]. - The company's net profit attributable to shareholders increased by approximately 13.4% to RMB 89,733,000, up from RMB 79,096,000 in the previous year[14]. - Revenue for 2024 reached RMB 2,024,350, an increase of 4.2% compared to RMB 1,942,475 in 2023[30]. - Gross profit for 2024 was RMB 297,919, representing a 24.2% increase from RMB 239,843 in 2023[30]. - Annual profit for 2024 was RMB 94,539, an increase of 16.6% compared to RMB 81,082 in 2023[30]. - Pre-tax profit for 2024 was RMB 96,935, up 14.4% from RMB 84,953 in 2023[30]. - Total comprehensive income for the year was RMB 80,200,000, slightly down from RMB 80,529,000 in 2023[119]. Assets and Liabilities - Total assets increased to RMB 3,004,853 in 2024, a growth of 16.3% from RMB 2,583,779 in 2023[30]. - Total liabilities rose to RMB 2,036,774, reflecting a 20.7% increase from RMB 1,687,257 in 2023[30]. - The company's current assets increased to approximately RMB 1,670,900,000 from RMB 1,378,758,000, with cash and bank balances rising to RMB 188,892,000[15]. - Non-current assets increased to RMB 1,333,953 thousand in 2024 from RMB 1,205,021 thousand in 2023, representing a growth of 10.7%[120]. - Current liabilities exceeded current assets by approximately RMB 143,114,000, compared to RMB 95,818,000 in 2023[127]. Equity and Shareholder Information - Total equity as of December 31, 2024, was approximately RMB 968,079,000, up from RMB 896,522,000 in the previous year[15]. - The board recommends a final dividend of RMB 0.013 per share for the year ending December 31, 2024, subject to approval at the upcoming annual general meeting[29]. - Conpri Limited holds a 36.65% equity interest in the company, with Masuda and Masuda Toshimitsu each owning 40% of Conpri's equity[49]. - The company has a public float of at least 25% of its total issued share capital as of the report date[52]. Operational Developments - The company established two overseas subsidiaries in Mexico and Serbia to enhance its global presence in the automotive parts market[7]. - The group plans to invest in the construction of a second factory in Mexico and expand production capacity in Serbia to meet customer demands in the automotive sector[24]. - The management aims to enhance product quality and expand the customer base, leveraging expertise in the mold and plastic parts production industry[22]. Employee and Compensation - Employee headcount increased to approximately 3,243 from 3,186, with total employee compensation costs rising to approximately RMB 306,504,000[17]. - The remuneration committee assessed the performance of executive directors and reviewed their compensation packages, which include base salary, retirement benefits, and discretionary bonuses[78]. Corporate Governance - The company has committed to high standards of corporate governance, adhering to the relevant provisions of the Hong Kong Stock Exchange's corporate governance code[61]. - The board consists of three executive directors, two non-executive directors, and three independent non-executive directors, maintaining independence as per listing rules[63]. - The company has established a compensation committee consisting of all independent non-executive directors to review the compensation policies for directors and senior management[77]. - The audit committee reviews and monitors the integrity of the group's annual and interim financial statements, ensuring compliance with accounting standards and regulatory requirements[87]. Risk Management and Financial Stability - The company's leverage ratio decreased to 24.9% from 26.8% in the previous year, indicating improved financial stability[15]. - The group has no significant contingent liabilities as of December 31, 2024[21]. - The group emphasizes the importance of shareholder rights and maintains good communication through interim reports, annual reports, and shareholder meetings[95]. Financial Reporting and Compliance - The financial statements were prepared in accordance with Hong Kong Financial Reporting Standards, ensuring compliance with disclosure requirements[102]. - The independent auditor confirmed that the consolidated financial statements fairly reflect the group's financial position and performance as of December 31, 2024[102]. - The group has adopted new and revised Hong Kong Financial Reporting Standards effective from January 1, 2024, which did not have a significant impact on the financial position and performance[129]. Future Outlook - The group expects to generate operating cash inflows from future business operations, indicating a positive outlook for profitability[128]. - The company is transitioning its shares from the Growth Enterprise Market to the Main Board, which will enhance its visibility and access to capital markets[98].

Brand Performance - The "尚柏奧萊" brand achieved significant growth, particularly in Shenyang and Xiamen, with a high double-digit increase in customer traffic year-on-year[6]. - The compression clothing brand "SKINS" is undergoing a strategic rebranding to enhance product innovation and strengthen partnerships in response to intense market competition[7]. - The health product business, SBT, is expanding its market presence in Southeast Asia and strengthening partnerships with leading e-commerce platforms in mainland China[7]. - The Japanese sake business is steadily developing, with production lines expected to be operational in the second half of 2023[7]. Financial Performance - The group's total revenue increased by approximately 0.9% to about HKD 307.6 million, compared to HKD 304.7 million in 2023[13]. - Gross profit for the year was approximately HKD 281.2 million, an increase of about HKD 5.6 million or approximately 2.0% from HKD 275.6 million in the comparable year, resulting in a gross margin of approximately 91.4%[13]. - The loss attributable to the company's owners for the year was approximately HKD 143.1 million, a decrease of about 30.5% or approximately HKD 62.8 million compared to a loss of HKD 205.9 million in the comparable year[13]. - The retail segment reported revenue of approximately HKD 236.6 million, an increase of about 5.7% from HKD 223.9 million in 2023, with a reported segment loss of approximately HKD 21.8 million, down from HKD 81.4 million[16]. - Other income and gains increased by approximately 42.6% to about HKD 37.9 million from HKD 26.6 million in the comparable year, primarily due to a one-time government subsidy related to the Japanese sake business[19]. Cost Management - Distribution and selling expenses decreased by approximately 22.1% to about HKD 61.1 million from HKD 78.4 million in the comparable year, due to strict control over advertising and promotional expenses[20]. - Administrative expenses decreased by approximately 9.6% to about HKD 133.8 million from HKD 148.1 million in the comparable year, attributed to cost control measures[21]. Market Outlook - The company plans to leverage the "提振消費專項行動方案" policy to activate market potential and enhance promotional activities throughout the year[10]. - The company is cautiously optimistic about future growth, focusing on enhancing product competitiveness and user experience across its brands[10]. - The overall economic environment remains uncertain, but the company is confident in the support from the mainland government's policies to drive long-term growth[9]. Corporate Governance - The company has a strong management team with extensive experience in finance and business operations[54][55][58][59]. - The board of directors includes independent non-executive members with significant industry experience[51][52][58]. - The company is committed to corporate governance and compliance, as evidenced by the qualifications of its company secretary[60]. - The company has adopted a board diversity policy to enhance efficiency and corporate governance, considering various factors such as age, culture, and professional experience[134]. - The board has delegated daily management and operational responsibilities to the Chief Operating Officer and senior management, with significant autonomy granted[135]. Shareholder Information - The proposed final dividend for the year is HKD 0.005 per share, totaling approximately HKD 14,871,000, consistent with the previous year[65]. - The company's distributable reserves as of December 31, 2024, amount to HKD 1,319,805,000, down from HKD 1,412,536,000 in 2023[77]. - The company has not purchased, sold, or redeemed any of its listed securities during the year[79]. - The proposed final dividend is subject to approval at the annual general meeting scheduled for June 20, 2025[65]. Risk Management - Financial risks such as foreign currency risk, interest rate risk, credit risk, liquidity risk, and equity price risk are discussed in detail[64]. - The company emphasizes transparency, accountability, and effective risk management as key components of good corporate governance[128]. - The company has measures in place to mitigate potential money laundering risks associated with borrowers[170]. Employee and Management Information - Total employee count as of December 31, 2024, was 217, up from 206 in 2023, with employee costs (excluding director remuneration) around HKD 53.9 million, down from HKD 64.4 million in 2023[37]. - The company encourages continuous professional development for directors to keep them updated on business, legal, and regulatory changes[137]. - The company has arranged appropriate directors' and officers' liability insurance for its directors and senior management[96]. Sustainability and ESG - The company promotes environmental sustainability through initiatives such as water conservation and energy-saving practices in the office[176]. - The scope of the ESG report has expanded to include the healthcare business of ZhanTu Biotechnology, reflecting significant economic, environmental, and social impacts during the reporting period[185]. - The company conducted a stakeholder importance assessment to identify key sustainability issues through an independent third-party consultant and online surveys[200]. Strategic Acquisitions - The acquisition of 15% equity in a non-wholly owned subsidiary was agreed for USD 0.6 million (approximately HKD 4.7 million), expected to be completed by February 28, 2025[40]. - The acquisition is anticipated to enhance operational management efficiency and broaden revenue sources for the group, with significant revenue growth expected for the acquired subsidiary in the coming years[43].

Financial Performance - Revenue for the year ended December 31, 2024, was HK$129,595,000, representing a 95.5% increase from HK$66,328,000 in 2023[13] - Gross profit decreased to HK$9,027,000 in 2024 from HK$11,233,000 in 2023, reflecting a decline of 19.6%[13] - Loss before income tax improved to HK$76,446,000 in 2024 from HK$94,639,000 in 2023, a reduction of 19.2%[13] - Revenue from the apparel operation for 2024 was approximately HK$47,907,000, a decrease of 15.5% from HK$56,488,000 in 2023[25] - Revenue from the IP and products operation business surged to approximately HK$76,118,000 in 2024, compared to HK$1,641,000 in 2023, marking a significant increase[26] - Revenue from the money lending operation amounted to approximately HK$5,570,000 in 2024, down 32.9% from HK$8,199,000 in 2023[31] - The loss attributable to the owners of the Group for the year ended December 31, 2024, was approximately HK$76,628,000, representing an 18.3% decrease from HK$93,749,000 in 2023[133] Assets and Liabilities - Total assets decreased to HK$195,071,000 in 2024 from HK$214,185,000 in 2023, a decline of 8.9%[13] - Total liabilities remained relatively stable at HK$65,050,000 in 2024 compared to HK$65,473,000 in 2023[13] - Shareholders' equity decreased to HK$130,957,000 in 2024 from HK$148,113,000 in 2023, a drop of 11.5%[13] - Current ratio decreased to 2.79 in 2024 from 3.13 in 2023, indicating a decline in short-term liquidity[13] - Quick ratio also decreased to 2.56 in 2024 from 2.97 in 2023, reflecting a similar trend in liquidity[13] Profitability Ratios - Return on assets was (39.3%) in 2024, an improvement from (43.8%) in 2023[15] - Return on equity improved to (58.5%) in 2024 from (63.3%) in 2023, indicating a reduction in losses relative to equity[15] Strategic Initiatives - The company aims to optimize its existing business structure and seek new opportunities to enhance performance and maximize shareholder returns in 2025[32] - Future strategies include refining product design and development capacities to elevate gross profit margins in the apparel business[33] - The company plans to deepen business development in IP application and products operation, leveraging Web3.0 and blockchain technology[37] - The collaboration with IP partners will be expanded to foster continuous innovation in multifaceted IP applications[37] Management and Governance - Mr. Li was appointed as an executive director and chairman of the board on January 19, 2022, and will cease to be chairman effective August 2, 2024[44] - Mr. Li has over 20 years of experience in investment activities and business management, holding directorships in several listed companies[49] - Ms. Tin, aged 59, was appointed as an executive director on October 11, 2019, and has extensive experience in trading business in Hong Kong and the PRC[55] - Mr. Chan, aged 57, was appointed as an executive director on August 2, 2021, with experience in international trading, sales, marketing, and business development[58] - Mr. Li has held various senior management positions in capital investment and entity enterprises, with industry experience in fashion apparel and information technology[52] Financial Instruments and Investments - The company recognized a net fair value loss on financial assets at fair value through profit or loss of approximately HK$5,725,000 for the year ended December 31, 2024, compared to a loss of HK$8,760,000 in 2023[108] - The company recorded a fair value loss on contingent receivables related to the acquisition of subsidiaries of approximately HK$4,260,000 for the year ended December 31, 2024, compared to a fair value gain of HK$6,865,000 in 2023[109] - The Group's financial assets at fair value through profit or loss included investments in listed securities of approximately HK$10,872,000 as of December 31, 2024, up from HK$3,135,000 in 2023[155] Share Capital and Financing - The issued share capital of the Company increased from HK$21,370,763.24 as of December 31, 2023, to HK$26,821,797.12 as of December 31, 2024, following a share consolidation[162][164] - The company issued 3-year 2% coupon convertible bonds and 2-year 10% coupon convertible bonds in January and August 2022, respectively[168] - The 10% convertible bonds with a principal amount of HK$15,000,000 were fully redeemed on August 21, 2024[169] - On December 5, 2023, the company successfully issued 110,862,000 placing shares at a price of HK$0.10 per share, raising gross proceeds of HK$11,086,200[174] - The net proceeds from the placing were approximately HK$10,900,000, allocated for repayment of outstanding liabilities (approximately HK$9,100,000) and general working capital (approximately HK$1,800,000)[175]