裕田中国(00313) - 2025 - 年度业绩

Consolidated Statement of Profit or Loss and Other Comprehensive Income Overview For the year ended March 31, 2025, the Group's revenue significantly increased, but net loss and total comprehensive expenses expanded due to revaluation losses on investment properties, impairment losses on receivables, and impairment losses on prepaid construction costs, with basic and diluted loss per share also increasing Consolidated Statement of Profit or Loss and Other Comprehensive Income Summary | Metric | 2025 (HK$'000) | 2024 (HK$'000) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 123,180 | 31,921 | 285.9% | | Cost of sales | (90,253) | (22,521) | 300.8% | | Gross profit | 32,927 | 9,400 | 250.3% | | Other income, gains and losses | 318 | (39,575) | 100.8% | | Revaluation loss on investment properties | (35,020) | (62,958) | -44.4% | | Net impairment loss on trade receivables | (414) | (1,819) | -77.2% | | Net impairment loss on other receivables | (111,770) | (36,154) | 209.2% | | Impairment loss on prepaid construction costs | (50,678) | – | N/A | | Selling expenses | (8,730) | (6,421) | 35.9% | | Administrative expenses | (41,934) | (46,647) | -10.2% | | Finance costs | (37,668) | (40,218) | -6.3% | | Loss before tax | (252,969) | (224,950) | 12.5% | | Income tax credit | 2,046 | 2,688 | -23.8% | | Loss for the year | (250,923) | (222,262) | 12.9% | | Total comprehensive expenses for the year | (244,418) | (230,281) | 6.1% | | Basic loss per share (HK cents) | (21.40) | (19.05) | 12.3% | Consolidated Statement of Financial Position Overview As of March 31, 2025, the Group's total non-current and current assets both decreased, leading to a reduction in total assets less current liabilities, with net current liabilities expanding and net assets significantly decreasing, reflecting a deteriorating financial position Consolidated Statement of Financial Position Summary | Metric | 2025 (HK$'000) | 2024 (HK$'000) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Total non-current assets | 923,025 | 1,060,564 | -13.0% | | Total current assets | 856,118 | 924,074 | -7.3% | | Total current liabilities | 1,329,988 | 1,279,206 | 4.0% | | Net current liabilities | (473,870) | (355,132) | 33.4% | | Total assets less current liabilities | 449,155 | 705,432 | -36.3% | | Total non-current liabilities | 448,181 | 460,040 | -2.6% | | Net assets | 974 | 245,392 | -99.6% | | Equity attributable to owners of the Company | 2,140 | 245,392 | -99.1% | | Total equity | 974 | 245,392 | -99.6% | Notes to the Consolidated Financial Statements 1. General Information Richly Field China Development Limited is a Cayman Islands-registered, Bermuda-domiciled listed company primarily engaged in investment holding, with subsidiaries involved in property development, investment, and management services - The Company is a limited company incorporated in the Cayman Islands and continued in Bermuda, with shares listed on the Hong Kong Stock Exchange[7] - The Company's principal business is investment holding, while its subsidiaries are mainly engaged in property development, property investment, and property management services[7] 2. Application of New and Revised Hong Kong Financial Reporting Standards Several revised HKFRSs were first applied this year with no significant impact on the Group's financial position or performance, though HKFRS 18 is expected to affect future statement presentation and disclosures - This year saw the first application of HKFRS 16 (Revised), HKAS 1 (Revised), HKAS 7, and HKFRS 7 (Revised), among others, with no significant impact on financial position and performance[8] - HKFRS 18 "Presentation and Disclosure in Financial Statements" will be effective from January 1, 2027, and is expected to impact the presentation of the statement of profit or loss and future financial statement disclosures[9][10][12] 3. Basis of Preparation of Consolidated Financial Statements The consolidated financial statements are prepared under HKFRSs and the Hong Kong Companies Ordinance, but significant going concern uncertainties exist due to substantial losses, net current liabilities, and maturing borrowings, despite management's plans - The consolidated financial statements are prepared in accordance with all applicable Hong Kong Financial Reporting Standards issued by the HKICPA, Hong Kong Generally Accepted Accounting Principles, and the disclosure requirements of the Hong Kong Companies Ordinance[13] - For the year ended March 31, 2025, the Group incurred a net loss of approximately HK$250,923,000, had net current liabilities of approximately HK$473,870,000, and total borrowings of approximately HK$617,295,000 due within the next 12 months, raising significant going concern uncertainties[14] - Management plans to address liquidity issues by resuming property development, expanding property management, securing continuous financial support from related parties, exploring other investment opportunities, and controlling costs[15][16][17][18][19][20] - Despite these plans, significant uncertainties remain regarding the Group's ability to implement them, due to the volatile Chinese property market and the uncertainty of related party support[20] 4. Segment Information The Group primarily operates in property development, investment, and management services, which the CEO views as a single operating segment, thus no segment information is presented, with all revenue and most non-current assets from China - The Group has two main property development and investment projects (Qinhuangdao Project and Yinchuan Project) and operates property management businesses in Yinchuan, Wuhan, and Hohhot, China[21] - The Chief Executive Officer considers property development, property investment, and property management services as a single reportable operating segment, hence no segment information is presented[21] - All revenue from external customers and most non-current assets of the Group are derived from operations in China[21] 5. Revenue Revenue for the year significantly increased by 285.9%, primarily driven by a strong 2,510.1% growth in property sales, with moderate increases in property management and rental income Revenue Breakdown | Revenue Source | 2025 (HK$'000) | 2024 (HK$'000) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Property sales | 86,970 | 3,332 | 2510.1% | | Management fee income | 27,123 | 20,471 | 32.5% | | Parking fee income | 2,122 | 1,441 | 47.3% | | Total revenue from contracts with customers | 116,215 | 25,244 | 360.4% | | Rental income from investment properties under operating leases | 6,965 | 6,677 | 4.3% | | Total Revenue | 123,180 | 31,921 | 285.9% | Timing of Revenue Recognition | Recognition Method | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | At a point in time | 89,092 | 4,773 | | Over time | 27,123 | 20,471 | | Total revenue from contracts with customers | 116,215 | 25,244 | 6. Other Income, Gains and Losses Other income, gains, and losses for the year turned from a loss to a gain, mainly because the re-measurement loss on the discounted present value of amounts due from former subsidiaries did not recur Other Income, Gains and Losses Summary | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Interest income from bank deposits | 43 | 87 | | Net exchange gain | 68 | 1 | | Re-measurement loss on discounted present value of amounts due from former subsidiaries | – | (39,787) | | Others | 207 | 124 | | Total | 318 | (39,575) | - The re-measurement loss on the discounted present value of amounts due from former subsidiaries of HK$39,787,000 in 2024 was due to the expected settlement delay to December 31, 2027[23] 7. Finance Costs Total finance costs for the year slightly decreased, primarily due to lower interest on other borrowings, despite increases in interest on construction payables and amounts due to related parties Finance Costs Breakdown | Item | 2025 (HK$'000) | 2024 (HK$'000) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Interest on other borrowings | 8,231 | 18,147 | -54.6% | | Interest on construction payables | 8,293 | 1,998 | 315.1% | | Interest on amounts due to related parties | 20,765 | 19,915 | 4.3% | | Interest on lease liabilities | 379 | 158 | 139.9% | | Total | 37,668 | 40,218 | -6.3% | - No borrowing costs were capitalized in either year[24] 8. Loss Before Tax Loss before tax was primarily influenced by staff costs, property costs, depreciation, and direct operating expenses, with a significant increase in property costs recognized as expenses this year Loss Before Tax Components | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Staff Costs | | | | Salaries, wages and other benefits | 17,684 | 19,335 | | Contributions to defined contribution retirement plans | 2,964 | 2,818 | | Total Staff Costs | 20,648 | 22,153 | | Other Items | | | | Property costs recognized as expenses | 72,498 | 3,016 | | Depreciation of property, plant and equipment | 234 | 454 | | Depreciation of right-of-use assets | 14,453 | 14,426 | | Auditor's remuneration | 960 | 960 | | Direct operating expenses of investment properties | 4,413 | 5,218 | - Property costs recognized as expenses significantly increased from HK$3,016,000 in 2024 to HK$72,498,000 in 2025[25] 9. Income Tax Credit The Group is exempt from Bermuda income tax, Chinese subsidiaries are taxed at 25%, and no Hong Kong profits tax provision was made due to the absence of assessable profits - The Group is not subject to Bermuda income tax[26] - Chinese registered subsidiaries are subject to a tax rate of 25%[26] - No provision for Hong Kong profits tax was made due to the absence of assessable profits in Hong Kong[26] 10. Loss Per Share Basic loss per share for the year was 21.40 HK cents, an increase from the previous year, with no diluted loss per share presented due to the absence of potential ordinary shares Loss Per Share Details | Metric | 2025 | 2024 (Restated) | | :--- | :--- | :--- | | Loss attributable to owners of the Company (HK$'000) | (249,747) | (222,262) | | Number of ordinary shares (basic) | 1,166,834,362 | 1,166,834,362 | | Basic loss per share (HK cents) | (21.40) | (19.05) | - No diluted loss per share is presented for either year due to the absence of potential ordinary shares[28] 11. Dividends No dividends were paid or proposed during the year or after the reporting period - No dividends were paid or proposed to ordinary shareholders of the Company for the year ended March 31, 2025, nor have any dividends been declared since the end of the reporting period[29] 12. Trade Receivables The Group's total trade receivables slightly increased, accompanied by a corresponding rise in expected credit loss impairment provisions, with all receivables due within one year Trade Receivables Summary | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Rental receivables | 2,507 | 2,042 | | Trade receivables | 1,446 | 1,032 | | Less: Provision for impairment of expected credit losses | (2,233) | (1,819) | | Total | 1,720 | 1,255 | - The Group does not hold any collateral for its trade receivables[30] - The aging analysis of trade receivables (net of provision for impairment of expected credit losses) at the end of the reporting period shows all amounts are due within one year[30] 13. Prepayments, Deposits and Other Receivables Total prepayments, deposits, and other receivables decreased, primarily due to a significant increase in expected credit loss impairment provisions, especially for amounts due from former subsidiaries, with the non-current portion now zero Prepayments, Deposits and Other Receivables Summary | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Other receivables | 33,521 | 14,269 | | Other recoverable taxes | 90 | 5,651 | | Other prepayments | 4,477 | 4,515 | | Prepaid construction costs | 32,368 | 87,435 | | Deposits | 265 | 268 | | Amounts due from former subsidiaries | 139,931 | 120,442 | | Amounts due from related parties | 49,909 | 57,003 | | Total | 260,561 | 289,583 | | Less: Provision for impairment of expected credit losses | (148,834) | (36,914) | | Net | 111,727 | 252,669 | Classification | Classification | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Non-current assets | – | 76,124 | | Current assets | 111,727 | 176,545 | - The provision for impairment of expected credit losses significantly increased from HK$36,914,000 in 2024 to HK$148,834,000 in 2025[31] 14. Trade Payables The Group's total trade payables increased, with the vast majority due within one year, and these payables are non-interest-bearing and repayable within normal operating cycles Trade Payables Aging Analysis | Aging | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Within one year | 349,386 | 382,387 | | Over one year | 99,019 | 1,346 | | Total | 448,405 | 383,733 | - Trade payables are non-interest-bearing and repayable within normal operating cycles[32] 15. Share Capital The Company completed a share consolidation this year, merging every 20 shares of HK$0.05 par value into 1 consolidated share of HK$1.00 par value, with total authorized and issued share capital remaining unchanged Share Capital Details | Item | Number of Shares | Amount (HK$'000) | | :--- | :--- | :--- | | Authorized Share Capital | | | | Ordinary shares of HK$0.05 each at April 1, 2023 and March 31, 2024 | 40,000,000,000 | 2,000,000 | | Share consolidation | (38,000,000,000) | – | | Ordinary shares of HK$1.00 each at March 31, 2025 | 2,000,000,000 | 2,000,000 | | Issued and Fully Paid Share Capital | | | | At April 1, 2023 and March 31, 2024 | 23,336,687,255 | 1,166,834 | | Share consolidation | (22,169,852,893) | – | | At March 31, 2025 | 1,166,834,362 | 1,166,834 | - Pursuant to a special resolution passed on January 15, 2025, the share consolidation became effective on January 17, 2025, merging every 20 ordinary shares of HK$0.05 par value into 1 consolidated share of HK$1.00 par value[33] Independent Auditor's Report Summary Disclaimer of Opinion The auditor disclaimed an opinion on the Group's consolidated financial statements due to insufficient appropriate audit evidence, particularly concerning the going concern assumption - The auditor disclaimed an opinion on the Group's consolidated financial statements due to insufficient appropriate audit evidence[35] Basis for Disclaimer of Opinion The auditor has significant doubts about the Group's going concern ability due to substantial losses, net current liabilities, and maturing borrowings, and could not be satisfied with the reasonableness of management's cash flow forecasts or the appropriateness of the going concern accounting basis - For the year ended March 31, 2025, the Group incurred a net loss of approximately HK$250,923,000, had net current liabilities of approximately HK$473,870,000, and total borrowings of approximately HK$617,295,000 due within the next 12 months, raising significant doubts about its ability to continue as a going concern[36] - The auditor was unable to obtain sufficient appropriate audit evidence to be satisfied that the matters or conditions supporting the Group's cash flow forecasts were reasonable and justified, citing lack of additional funding support, uncertainty of related party financial support, insufficient analysis of plan outcomes, and lack of support for the outcome of pending litigation[37] - The auditor was unable to be satisfied that the directors' adoption of the going concern accounting basis was appropriate, noting that failure to implement the plans might require adjustments to asset carrying amounts and reclassification of liabilities[37][38] Management Discussion and Analysis Business Review The Group primarily engages in outlet commercial operations, specialized commercial property development, high-end residential property development, and property management, with key projects in Yinchuan and Qinhuangdao - The Group is primarily engaged in outlet commercial operations, specialized commercial property development (such as tourism properties, elderly care properties, and wineries), high-end residential property development, and property management[39] - Key projects include the Jinsheng European City project in Yinchuan, Ningxia, China, and the Qinhuangdao Venice Water City Outlets project in Beidaihe New District, Qinhuangdao, Hebei Province[39] - The Group also operates property management businesses in Yinchuan, Wuhan, and Hohhot, China[39] Financial Review Total revenue significantly increased by 285.9% this year, driven by strong property sales, but loss attributable to equity holders expanded due to impairment losses on other receivables and prepaid construction costs, while finance costs decreased, but related party loan default risks persist Financial Performance Summary | Metric | 2025 (HK$'000) | 2024 (HK$'000) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Total Revenue | 123,180 | 31,921 | 285.9% | | Revenue from property sales | 86,970 | 3,332 | 2510.1% | | Management fee income | 27,123 | 20,471 | 32.5% | | Rental income | 6,965 | 6,677 | 4.3% | | Revaluation loss on investment properties | 35,020 | 62,958 | -44.4% | | Finance costs | 37,668 | 40,218 | -6.3% | | Impairment loss on other receivables | 111,770 | N/A | N/A | | Impairment loss on prepaid construction costs | 50,678 | – | N/A | | Loss attributable to equity holders | 249,747 | 222,262 | 12.9% | | Loss per share (HK cents) | 21.40 | 19.05 | 12.3% | - Impairment loss on other receivables primarily reflects the impairment of amounts due from former subsidiaries, for which the Group has initiated legal proceedings[41] - Impairment loss on prepaid construction costs of approximately HK$50,678,000 is related to the Qinhuangdao project, due to the contractor's deregistration[41] - Related party loans totaling RMB301,800,000 (approximately HK$327,030,000) matured in March 2023, with Huaxia Bank loans in default and the Qinhuangdao project land pledged as collateral, facing potential forfeiture[42][44] - The Group signed a new revolving loan facility agreement with a related party for a total of HK$2,000,000,000 at an annual interest rate of 5%, effective January 2026 and maturing in December 2027[45] Property Management Business The Group operates property management businesses in Yinchuan, Wuhan, and Hohhot, managing a total area of approximately 662,643 square meters Property Management Area by Region | Region | Total Property Management Area (sqm) | | :--- | :--- | | Yinchuan City | 551,800 | | Wuhan City | 80,210 | | Hohhot City | 30,633 | | Total | 662,643 | Project Overview The Group's main projects include the Qinhuangdao Venice Water City Outlets and Yinchuan Jinsheng European City; the Qinhuangdao project is actively seeking partners, while the Yinchuan residential area is completed, and the commercial project has a 90% occupancy rate, with associate projects also progressing Qinhuangdao Venice Water City Outlets Project The Qinhuangdao project is a large-scale coastal shopping, tourism, and health resort complex spanning approximately 1,077 mu, planned for three phases, and is actively seeking partners to develop its first phase commercial section in line with local industry positioning - The Qinhuangdao Venice Water City Outlets project is a large-scale coastal shopping, tourism, and health resort complex integrating outlet commercial, high-end hot spring resort hotels, high-end hospitals, health and elderly care, cultural entertainment, and leisure[47] - The project covers approximately 1,077 mu and is planned for three phases, with the first phase having obtained various construction planning and permits and some pre-sale permits[47] - The Group is actively engaging various partners to jointly develop the first phase commercial section to align with the local industry positioning for health and wellness tourism[48] Yinchuan Project The Yinchuan project includes the "Jinsheng Yuejing" residential area and "Jinsheng International Home Furnishings • Desheng Plaza" commercial area; Phase II residential is completed and delivered, and the commercial project has a 90% occupancy rate, becoming one of the largest curtain wholesale bases in Northwest China - The Yinchuan project, named "Jinsheng European City," comprises five plots of land with a total area of approximately 133,300 square meters, along with residential and commercial complexes built thereon[49] - Construction of Phase II of the "Jinsheng Yuejing" residential area has been completed and delivery has commenced[51] - The Yinchuan commercial project ("Jinsheng International Home Furnishings • Desheng Plaza"), with a total construction area of over 90,000 square meters, achieved approximately 90% occupancy as of March 31, 2025, becoming one of the largest curtain wholesale bases in Northwest China[52][54] Property Management Business (by Region) The Group conducts property management in Yinchuan, Hohhot, and Wuhan, managing commercial and residential properties, and actively expanding in local markets - The total property management area for the Yinchuan project is approximately 551,800 square meters, managed by Ningxia Jinguang and Ningxia Guanling[55] - Hohhot Pengshengjie manages part of the commercial properties, with a total area of approximately 30,633 square meters[56] - Wuhan Yuejing manages commercial and residential properties, with a total area of approximately 80,210 square meters, and is actively expanding its property management business in Wuhan City[57] Associates Associate projects are also progressing, including the Huailai Dayi Winery Co., Ltd.'s specialized villa residential and winery project, and Jilin Outlets World Famous Brand Discount City Co., Ltd.'s planned cultural tourism theme park and town - The project of Huailai Dayi Winery Co., Ltd., an associate in which the Company holds a 50% interest, has completed overall planning, demonstration area design, and partial construction[59] - Jilin Outlets World Famous Brand Discount City Co., Ltd., an associate in which the Company holds a 42% interest, plans to develop its project in Shuangyang District, Changchun City, into an integrated cultural tourism-led theme park and livable cultural tourism town[60] Material Investments The Group did not have any material investments during the year - During the year, the Group did not have any material investments[62] Liquidity and Financial Resources The Group primarily relies on internal resources and loan financing, with cash and cash equivalents decreasing and the current ratio declining as of March 31, 2025, indicating increased liquidity pressure - The Group primarily funds its business operations through internal resources and loans from banks, financial institutions, related parties, and a shareholder[63] Liquidity and Financial Resources Summary | Metric | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Cash and cash equivalents | 11,758 | 17,685 | | Restricted bank deposits | 6,199 | 12,470 | | Current ratio | 0.64 times | 0.72 times | | Other borrowings | 35,573 | 35,990 | Pledge of Assets As of March 31, 2025, property interests with a total net book value of approximately HK$874,283,000 held by the Group were pledged to banks and financial institutions - As of March 31, 2025, property interests with a total net book value of approximately HK$874,283,000 held by the Group were pledged to banks and financial institutions[64] Foreign Exchange Risk The Group does not face significant foreign exchange fluctuation risk as most of its financial items are denominated in RMB - The Group's other borrowings, cash and cash equivalents, restricted bank deposits, trade receivables, prepayments, deposits and other receivables, trade payables, other payables and accrued expenses, contract liabilities, and amounts due to related parties are primarily denominated in RMB, thus the Group does not face significant foreign exchange fluctuation risk[65] Commitments As of March 31, 2025, the Group's capital commitments for properties and investment properties under construction, property, plant, and equipment amounted to approximately HK$62,556,000 - As of March 31, 2025, the Group's capital commitments for properties and investment properties under construction, property, plant, and equipment amounted to approximately HK$62,556,000[66] Events After the Reporting Period No significant events occurred after March 31, 2025, up to the date of this announcement - No significant events occurred after March 31, 2025, up to the date of this announcement[67] Material Acquisitions and Disposals of Subsidiaries and Associates The Group did not have any material acquisitions or disposals of subsidiaries and associates during the year - During the year, the Group did not have any material acquisitions or disposals of subsidiaries and associates[68] Employees and Remuneration Policy As of March 31, 2025, the Group employed 136 staff, with remuneration based on performance, experience, and market rates, offering various benefits - As of March 31, 2025, the Group employed a total of 136 staff (excluding directors), a decrease from 143 last year[69] - Employee remuneration is determined by the Group based on performance, work experience, and prevailing market rates, with benefits including pension insurance, medical insurance, unemployment insurance, work injury insurance, maternity insurance, housing provident fund, and MPF[69] Outlook and Prospects The Group will continue to focus on the real estate market, develop diversified product portfolios, learn from past lessons, and strengthen cooperation with financial institutions, government, and peers to revitalize projects, while exploring overseas opportunities in Southeast Asia amid China's economic uncertainties - The Group focuses on the real estate market, meticulously building a diversified product portfolio such as "residential + commercial," "residential + elderly care," and "residential + cultural tourism"[70] - The Group acknowledges that it failed to timely grasp industry policies and market trends in the past, leading to lower-than-expected capital utilization and returns, and high financial costs[71] - In the future, the Group will strengthen cooperation with financial institutions, government departments, and other industry or cross-industry entities to revitalize its projects through multi-party collaboration[71] - Facing economic uncertainties in China, the Group is actively exploring opportunities outside China, particularly in Southeast Asia[71] Other Information Final Dividend The Board does not recommend the payment of a final dividend for the year - The Board does not recommend the payment of a final dividend for the year[72] Corporate Governance Practices The Company is committed to high corporate governance standards, complying with Appendix 14 of the Listing Rules, with a deviation from code provision C.2.1 where the Chairman and CEO roles are combined, deemed beneficial for leadership - The Company has applied and complied with all code provisions set out in the Corporate Governance Code, except for code provision C.2.1[73] - The roles of Chairman and Chief Executive Officer are combined and held by the same person (Mr. Li Yifeng), an arrangement the Board believes provides strong and consistent leadership for the Company at its current stage of development[74] Directors' Securities Transactions The Company has adopted the Model Code in Appendix 10 of the Listing Rules, and all directors confirmed compliance throughout the year - The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix 10 of the Listing Rules[75] - All Directors confirmed their compliance with the required standards set out in the Model Code throughout the year[75] Purchase, Sale or Redemption of the Company's Listed Shares Neither the Company nor its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the year - During the year, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[76] Review by Audit Committee The Company's Audit Committee reviewed the Group's consolidated financial results for the year with management and external auditors, discussing audit, risk management, internal control, and financial reporting matters - The Company's Audit Committee has reviewed the Group's consolidated financial results for the year with management and the Company's external auditors[77] - The Audit Committee discussed audit, risk management, internal control, and financial reporting matters with the auditors[77] Publication of Annual Results Announcement and Annual Report This results announcement is published on the Company's and HKEX websites, and the annual report will be published and dispatched to shareholders in due course - This results announcement is published on the Company's website www.richlyfieldchinagroup.com and the HKEX website www.hkexnews.hk[78](index=78&type=chunk) - The 2025 Annual Report will also be published on these websites and dispatched to shareholders in due course[78] Closure of Register of Members To determine shareholders' rights to attend and vote at the Annual General Meeting, the Company will close its register of members from August 26 to August 29, 2025 - The upcoming Annual General Meeting will be held on Friday, August 29, 2025[79] - To determine the rights of shareholders to attend and vote at the Annual General Meeting, the Company will close its register of members from Tuesday, August 26, 2025, to Friday, August 29, 2025[79] Board of Directors As of the announcement date, the Board comprises two executive directors (Mr. Li Yifeng and Mr. Chen Wei) and three independent non-executive directors (Ms. Xu Huimin, Mr. Wong Tsz Hong, and Mr. Hui King Hung) - As of the date of this announcement, the Board comprises two executive directors: Mr. Li Yifeng (Chairman and Chief Executive Officer) and Mr. Chen Wei (Vice President)[81] - The Board comprises three independent non-executive directors: Ms. Xu Huimin, Mr. Wong Tsz Hong, and Mr. Hui King Hung[81]