梦东方(00593) - 2025 - 年度业绩

Announcement Overview This announcement, issued by DREAMEAST GROUP LIMITED (in compulsory liquidation), supplements its 2023 and 2024 full-year results, provides additional resumption guidance, and confirms continued trading suspension Company and Announcement Basic Information This section details the company's identity as DREAMEAST GROUP LIMITED, currently in compulsory liquidation, and its stock code - Company Name: DREAMEAST GROUP LIMITED (夢東方集團有限公司), currently in compulsory liquidation[2] - Stock Code: 593[2] Main Purpose of Announcement The announcement aims to provide additional information on deconsolidation, supplement financial results, and communicate new resumption guidance and continued trading suspension - The supplementary announcement covers full-year results for the years ended December 31, 2023, and December 31, 2024[3] - The liquidators intend to provide additional information to shareholders and potential investors regarding the deconsolidation matter[4] Deconsolidation Event This section details the events leading to the Group's loss of control over certain subsidiaries and joint ventures, resulting in their deconsolidation Background and Precursors of the Event Following board changes, the former controlling shareholder unilaterally restricted the Group's control over certain subsidiaries and joint ventures (collectively, the "Deconsolidated Group"), leading to an irreversible loss of control - The former controlling shareholder (Mr. Zhou Zheng) restricted the management of the Deconsolidated Group from contacting Group employees and interfered with its business operations around late November 2023[4] Board Changes On November 24, 2023, an EGM resolution removed Ms. Zhou Jin and Mr. Yang Lei as executive directors and appointed Mr. Lam Chi Ying as a non-executive director, triggering uncooperative actions from the former controlling shareholder - On November 3, 2023, the company received a letter requesting an EGM to remove Ms. Zhou Jin (sister of the former controlling shareholder) and Mr. Yang Lei as executive directors and appoint Mr. Lam Chi Ying as a non-executive director[5] - On November 24, 2023, all resolutions related to the changes in board composition were duly passed by shareholders[5] Former Controlling Shareholder's Uncooperative Actions and Impact Following board changes, the former controlling shareholder unilaterally severed the Group's control over the Deconsolidated Group, preventing control re-establishment and access to records, leading to an irreversible loss of control - After the board changes, the former controlling shareholder's unilateral actions severed the Group's control over the Deconsolidated Group[6] - The Group ultimately and irreversibly lost control over the Deconsolidated Group and could not obtain its books and records[6] Composition of the Deconsolidated Group The Deconsolidated Group comprises eight subsidiaries primarily engaged in property development, investment management, leasing, commercial services, and entertainment - The Deconsolidated Group consists of eight subsidiaries[7] - Its principal businesses include property development, investment management, leasing and commercial services, and entertainment and property development[7] Confirmation of Deconsolidation Due to the Group's loss of control over the Deconsolidated Group, the company confirmed deconsolidation in late July 2025, in accordance with HKFRS 10 - Around late July 2025, the company confirmed its determination to deconsolidate in accordance with HKFRS 10[6] Resumption and Suspension Status This section outlines the additional guidance received from the Stock Exchange for share resumption and confirms the ongoing suspension of trading Additional Resumption Guidance The Stock Exchange issued additional resumption guidance on August 19, 2025, requiring an independent internal control review and proof of adequate and effective internal controls to fulfill Listing Rules obligations - The Stock Exchange issued additional resumption guidance on August 19, 2025, requiring the company to conduct an independent internal control review[8] - The company must demonstrate that it has established adequate and effective internal controls and procedures to fulfill its obligations under the Listing Rules[8] - The company has engaged a professional consulting firm as an independent internal control adviser, and the review results will be announced in due course[9] Continued Suspension of Trading in Shares The company's shares have been suspended from trading since 11:56 a.m. on March 11, 2024, and will remain suspended until further notice - Trading in the company's shares on the Stock Exchange has been suspended since 11:56 a.m. on March 11, 2024[10] - The shares will remain suspended from trading and will continue to be suspended until further notice[10] Corporate Governance and Investor Alert This section clarifies the responsibilities of the liquidators following the board's cessation of powers and provides cautionary advice to investors Responsibilities of the Board and Liquidators The powers of the company's board members ceased upon the winding-up order on March 11, 2024, with company affairs, business, and property now managed by joint and several liquidators Mr. Ma Tak Man and Mr. Wong Kwok Keung - All directors' powers ceased upon the High Court's winding-up order for the company on March 11, 2024[12] - The company's affairs, business, and property are managed by joint and several liquidators Mr. Ma Tak Man and Mr. Wong Kwok Keung[12] Investor Attention The company will issue further announcements to keep the public informed and advises shareholders and potential investors to exercise caution when dealing in its shares - The company will issue further announcements as appropriate and timely to keep the public informed[11] - Shareholders and potential investors of the company are urged to exercise caution when dealing in the company's shares[12]