Financial Performance Consolidated Statement of Profit or Loss For the year ended June 30, 2025, the company's revenue significantly increased, but it still recorded a substantial loss, with basic and diluted loss per share narrowing Key Financial Data from Consolidated Statement of Profit or Loss | Indicator | 2025 (HKD Thousands) | 2024 (HKD Thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 111,895 | 67,319 | +66.22% | | Gross Profit | 40,967 | 27,436 | +49.32% | | Operating Loss | (41,142) | (259,484) | -84.15% | | Loss for the Year | (73,087) | (274,610) | -73.40% | | Loss Attributable to Owners of the Company | (72,363) | (271,967) | -73.47% | | Basic and Diluted Loss Per Share (HKD) | (0.47) | (1.76) | -73.29% | Consolidated Statement of Comprehensive Income For the year ended June 30, 2025, the company's total comprehensive expenses significantly decreased, primarily due to a narrower loss for the year and improved currency exchange differences Key Data from Consolidated Statement of Comprehensive Income | Indicator | 2025 (HKD Thousands) | 2024 (HKD Thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Loss for the Year | (73,087) | (274,610) | -73.40% | | Gain (Loss) on Revaluation of Owner-Occupied Property | 675 | (625) | +208.00% | | Currency Translation Differences | 1,305 | (7,486) | +117.43% | | Total Other Comprehensive Expenses for the Year | 1,980 | (8,111) | +124.41% | | Total Comprehensive Income/(Expenses) for the Year | (71,107) | (282,721) | -74.84% | | Comprehensive Expenses Attributable to Owners of the Company | (70,375) | (280,081) | -74.87% | Consolidated Statement of Financial Position As of June 30, 2025, the company's total assets and current assets increased, but current liabilities and total liabilities also rose significantly, leading to a further expansion of net liabilities and equity deficiency Key Data from Consolidated Statement of Financial Position | Indicator | 2025 (HKD Thousands) | 2024 (HKD Thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Total Assets | 157,557 | 114,600 | +37.48% | | Current Assets | 142,593 | 100,056 | +42.51% | | Current Liabilities | 621,701 | 508,019 | +22.38% | | Net Current Liabilities | (479,108) | (407,963) | +17.44% | | Net Liabilities | (491,415) | (420,308) | +16.92% | | Equity Deficiency | (491,415) | (420,308) | +16.92% | Notes General Information The company is incorporated in Bermuda, primarily engaged in technology and operational services for China's public welfare lottery industry, R&D, production, and sales of natural and healthy foods, and eco-tourism project development and operation - The Group is principally engaged in (i) providing technology and operational services for lottery systems, terminal equipment, and game products in China's public welfare lottery industry; (ii) research and development, processing, production, and sales of natural and healthy foods; and (iii) development and operation of eco-tourism projects8 Basis of Preparation The consolidated financial statements are prepared in accordance with Hong Kong Financial Reporting Standards, measured at historical cost, with some assets and liabilities stated at revalued amounts or fair value. Significant uncertainties exist regarding the company's ability to continue as a going concern, and management has formulated multiple measures to address liquidity needs - For the year ended June 30, 2025, the Group incurred a net loss of approximately HKD 73,087,000, and as of that date, the Group's current liabilities exceeded its current assets by approximately HKD 479,108,000, and net liabilities exceeded total assets by approximately HKD 491,415,000, indicating significant uncertainties that may cast substantial doubt on the Group's ability to continue as a going concern11 - Management has identified several initiatives to address the Group's liquidity needs, including formulating debt restructuring plans, securing working capital support from new investors, accelerating accounts receivable collection, and controlling administrative costs1213 - Revisions to Hong Kong Financial Reporting Standards and Interpretations applied in the current year had no significant impact on the Group's financial position and performance for the current and prior years, and/or the disclosures in these consolidated financial statements14 Revenue For the year ended June 30, 2025, the Group's revenue significantly increased by 66.22%, primarily driven by sales of lottery terminals and related equipment, while sales of natural and healthy foods decreased substantially Revenue Analysis | Business Type | 2025 (HKD Thousands) | 2024 (HKD Thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Sales of Lottery Terminals and Related Equipment | 71,550 | 22,715 | +215.00% | | Sales of Natural and Healthy Foods | 30 | 2,464 | -98.78% | | Provision of Technical and Maintenance Services | 37,656 | 39,432 | -4.49% | | Provision of Eco-Tourism Operation and Management Services | 2,659 | 2,708 | -1.79% | | Total Revenue | 111,895 | 67,319 | +66.22% | Segment Information The Group is divided into three reportable segments: lottery systems, natural and healthy foods, and eco-tourism. The lottery systems segment achieved significant revenue and profit growth in 2025, while natural and healthy foods and eco-tourism segments saw relatively stable or declining revenue, though the eco-tourism segment's loss narrowed. Both assets and liabilities of the lottery systems segment increased significantly - The Group's reportable segments include: 1. Lottery systems, terminal equipment, and related products; 2. Natural and healthy foods; 3. Eco-tourism17 Segment Revenue and Income/(Loss) | Segment | 2025 Revenue (HKD Thousands) | 2024 Revenue (HKD Thousands) | 2025 Segment Income/(Loss) (HKD Thousands) | 2024 Segment Loss (HKD Thousands) | | :--- | :--- | :--- | :--- | :--- | | Lottery Systems, Terminal Equipment, and Related Products | 109,206 | 62,147 | 13,544 | (14,308) | | Natural and Healthy Foods | 30 | 2,464 | (133) | (81) | | Eco-Tourism | 2,659 | 2,708 | 785 | (9,322) | | Total | 111,895 | 67,319 | 14,196 | (23,711) | Segment Assets and Liabilities | Segment | 2025 Assets (HKD Thousands) | 2024 Assets (HKD Thousands) | 2025 Liabilities (HKD Thousands) | 2024 Liabilities (HKD Thousands) | | :--- | :--- | :--- | :--- | :--- | | Lottery Systems, Terminal Equipment, and Related Products | 94,102 | 63,308 | 132,219 | 73,277 | | Natural and Healthy Foods | 808 | 911 | 11,833 | 11,152 | | Eco-Tourism | 2,220 | 1,849 | 6,162 | 5,464 | | Total Segments | 97,130 | 66,068 | 150,214 | 89,893 | Operating Loss The operating loss for the year significantly narrowed, primarily due to increased recognition of inventory costs within cost of sales and services, and a reduction in impairment losses on non-financial assets Components of Operating Loss | Item | 2025 (HKD Thousands) | 2024 (HKD Thousands) | | :--- | :--- | :--- | | Cost of Sales and Services | 70,928 | 39,883 | | Legal and Professional Fees | 4,039 | 5,307 | | Auditor's Remuneration | 828 | 1,000 | | Depreciation of Property, Plant and Equipment | 853 | 2,076 | | Depreciation of Right-of-Use Assets | 761 | 7,283 | | Inventory Write-off | - | 6,443 | | Impairment of Non-Financial Assets | - | 6,677 | | Research and Development Expenses | 3,149 | 6,169 | Finance Costs Finance costs for the year significantly increased, primarily due to a substantial rise in effective interest expenses on unlisted bonds Components of Finance Costs | Item | 2025 (HKD Thousands) | 2024 (HKD Thousands) | | :--- | :--- | :--- | | Interest Expense on Bank and Other Borrowings | 6,997 | 9,417 | | Interest Expense on Lease Liabilities | 476 | 543 | | Interest Expense on Amounts Due to a Shareholder | 1,313 | 3,669 | | Interest Expense on Amounts Due to Key Management Personnel of the Group | 1,422 | 2,285 | | Other Interest Expenses | 2,832 | - | | Effective Interest Expense on Unlisted Bonds | 18,257 | 5,458 | | Total Finance Costs | 31,297 | 21,372 | Income Tax Expense/(Credit) Income tax expense was recorded for the current year, compared to an income tax credit last year, primarily due to changes in deferred tax Income Tax Expense/(Credit) | Item | 2025 (HKD Thousands) | 2024 (HKD Thousands) | | :--- | :--- | :--- | | Current Tax - China Corporate Income Tax | 1,170 | 80 | | Deferred Tax - Origination and Reversal of Temporary Differences | (522) | (6,326) | | Income Tax Expense/(Credit) | 648 | (6,246) | - Hong Kong profits tax rate is 16.5%, and the Group had no assessable profits in both years, thus no Hong Kong profits tax provision. Chinese subsidiaries are subject to a corporate income tax rate of 25%, with high-tech enterprises enjoying a preferential tax rate of 15%23 Loss Per Share Basic and diluted loss per share attributable to owners of the company was HKD 0.47, a significant narrowing from last year, with basic and diluted losses being identical due to the absence of potentially dilutive ordinary shares Loss Per Share | Indicator | 2025 (HKD) | 2024 (HKD) | | :--- | :--- | :--- | | Basic Loss Per Share | (0.47) | (1.76) | | Diluted Loss Per Share | (0.47) | (1.76) | - Loss per share is calculated by dividing the loss attributable to owners of the company by the weighted average number of ordinary shares outstanding during the reporting period, which was 154,422,109 shares (2024: 154,422,009 shares)25 - No diluted loss per share is presented for both years as there were no potentially dilutive ordinary shares outstanding26 Trade and Other Receivables As of June 30, 2025, total trade and other receivables significantly increased, primarily driven by growth in trade receivables, while loss allowance substantially decreased Analysis of Trade and Other Receivables | Item | 2025 (HKD Thousands) | 2024 (HKD Thousands) | | :--- | :--- | :--- | | Lease Receivables | - | 924 | | Trade Receivables – Goods and Services | 19,797 | 16,761 | | Less: Loss Allowance | (3,480) | (12,649) | | Total Trade and Other Receivables | 16,317 | 5,036 | Ageing Analysis of Trade and Other Receivables | Ageing | 2025 (HKD Thousands) | 2024 (HKD Thousands) | | :--- | :--- | :--- | | Less than 3 months | 15,167 | 3,176 | | More than 3 months but less than 1 year | 1,150 | 1,860 | | Total | 16,317 | 5,036 | Trade and Other Payables As of June 30, 2025, total trade and other payables significantly increased from last year, primarily concentrated in the less than three months ageing category Ageing Analysis of Trade and Other Payables | Ageing | 2025 (HKD Thousands) | 2024 (HKD Thousands) | | :--- | :--- | :--- | | Less than 3 months | 4,567 | 971 | | More than 3 months but less than 1 year | - | 247 | | More than 1 year | 1,352 | 1,267 | | Total | 5,919 | 2,485 | Share Capital As of June 30, 2025, the number and amount of the company's authorized ordinary shares and issued and fully paid ordinary shares remained unchanged Share Capital Structure | Item | Number of Shares | HKD Thousands | | :--- | :--- | :--- | | Authorized Ordinary Share Capital (HKD 0.50 par value per share) | 250,000,000 | 125,000 | | Issued and Fully Paid Ordinary Share Capital (HKD 0.50 par value per share) | 154,422,109 | 77,211 | Dividends The Board does not propose to declare a final dividend for the year ended June 30, 2025, consistent with the prior year - The Board does not propose to declare a final dividend for the year ended June 30, 2025 (2024: nil)30 Management Discussion and Analysis China Lottery Market China's lottery market performed well from H2 2024 to H1 2025, with sales revenue reaching a record high, driven by significant growth in sports betting lottery, and increases in both welfare and sports lotteries - In the first half of 2025, national lottery sales revenue reached approximately RMB 317.9 billion, setting a new historical high for the same period31 National Lottery Sales from July 2024 to June 2025 | Indicator | Amount (RMB 100 Million) | Year-on-Year Growth (%) | | :--- | :--- | :--- | | Total National Lottery Sales | 6,328.62 | +3.0% | | Welfare Lottery Sales | 2,100.47 | +0.2% | | Sports Lottery Sales | 4,228.15 | +4.5% | | Lotto-type Lottery Sales | 1,781.32 | -2.4% | | Instant Lottery Sales | 1,204.30 | -8.5% | | Sports Betting Lottery Sales | 2,931.45 | +13.4% | | Keno-type Lottery Sales | 411.54 | -1.4% | China Eco-Tourism Market China's tourism market size is projected to exceed RMB 7.3 trillion in 2025, with 6.07 billion tourist trips, characterized by "total growth and structural differentiation." The market faces challenges like rationalized consumption and over-reliance on ticket revenue, necessitating a future focus on high-end customization, technological efficiency, and policy alignment - China's tourism industry market size is projected to exceed RMB 7.3 trillion in 2025, with a year-on-year growth of approximately 8.7%; tourist trips are expected to reach 6.07 billion, an 8.1% year-on-year increase33 - Consumption characteristics show a slowdown in per capita consumption growth to 5%-6%, reflecting a trend towards rationalized consumption33 - The tourism market will exhibit "total growth and structural differentiation," with growth momentum shifting from "traffic expansion" to "value cultivation," requiring enterprises to focus on high-end customization, cost-effective county markets, technological efficiency (AI+smart tourism), and policy alignment34 Business Review and Outlook The Group continues to develop its lottery business, maintaining an advantage in computer-based lottery and winning multiple provincial projects. Overseas operations launched new game products in the Philippines, and smart retail solutions are developed. Video lottery business faces legal disputes. Eco-tourism projects have been terminated. Natural health food business operates steadily, adjusting product and operational strategies to meet market challenges and seize "diamond era" opportunities Lottery Business The Group maintains steady development in the computer-based lottery business, with its subsidiaries recognized in the industry for lottery terminal equipment and technical systems, consistently winning provincial lottery agency terminal procurement and system software maintenance/development projects - The Group's services for Guangdong Welfare Lottery achieved sales of RMB 24.16 billion, a 7.2% year-on-year increase, securing its position as the top provincial welfare lottery seller36 - In the sports lottery sector, the Group successively won terminal procurement projects in Guizhou, Guangxi, Shaanxi, Inner Mongolia, Henan, Sichuan, Guangdong, Shanxi, Zhejiang, and other provinces, also providing terminal maintenance services36 - In June 2025, the Group again won the maintenance and development project for the Guangdong Welfare Lottery computer-based lottery sales management system36 Overseas Business The Group is deeply rooted in the Philippine market, having completed development of two digital game products; due to the mid-term elections, project launch is adjusted to September 2025, with plans for market promotion via local payment platforms - The Group has completed the development of two digital game products based on popular local games, which have passed testing and verification by designated professional institutions37 - Due to the 2025 Philippine government mid-term elections, the project launch date has been adjusted to September 202537 Smart Retail The Group pioneered the new lottery retail concept, having completed a comprehensive smart retail solution that applies innovative technology to the operation, management, and marketing of lottery sales channels - The Group has completed the development of a comprehensive smart retail solution, including various smart terminal products, as well as systems for smart store management, smart payment, smart marketing, and big data services38 Video Lottery The Group's subsidiary, Tianyi Company, was the exclusive equipment provider for China Welfare Lottery's video lottery "Zhongfu Online" and is currently pursuing civil litigation against Zhongcai Online Company for continued use of its terminals after contract expiry without compensation - Tianyi Company filed a civil lawsuit with the Beijing High People's Court in 2016, demanding Zhongcai Online Company pay compensation for the continued use of Tianyi Company's terminals after the contract expired39 China Eco-Tourism Business The Group's cooperation with Jiyuan City Culture and Tourism Group on the Wangwushan and Wulongkou scenic area projects terminated on June 30, 2025 - The services provided by the Group to Jiyuan City Culture and Tourism Group terminated on June 30, 202540 Natural Health Food Business China's "medicine and food homology" industry has exceeded RMB 265 billion, with the Group's natural health food business operating steadily, actively exploring customer needs and expanding online/offline sales channels. The market faces challenges like false advertising, lack of standards, and homogeneous competition; future plans include enhancing competitiveness through brand traceability and private domain marketing - In 2024, China's "medicine and food homology" industry market size exceeded RMB 265 billion, becoming one of the largest natural health food markets globally41 - The Group's natural health food business adopts a dual online and offline approach, promoting sales through e-commerce platforms, mini-programs, and community partnerships41 - The market is transitioning from "niche high-end" to "mass health consumption"; the Group will establish health brand labels by combining forest food certification and blockchain traceability technology, and expand cooperation channels such as private communities, distribution leaders, and Xiaohongshu influencers42 Outlook Global capital is flowing into the Chinese market, demonstrating strong economic resilience, proactive policy efforts, and accelerated growth of new quality productive forces. The lottery industry continues healthy development, and the Group will focus on core lottery businesses, expand overseas markets, and integrate resources to drive eco-tourism and natural health food business development - In the first half of 2025, China's economy withstood external pressures to achieve a 5.3% GDP growth, with northbound funds seeing a net inflow exceeding RMB 80 billion, reflecting international capital's confidence in China's economic transformation and upgrading43 - China's lottery industry is transitioning from "quantity pursuit" to "quality enhancement," with national lottery sales revenue in the first half of 2025 reaching a historical high for the same period44 - The Group will continue to focus on its core lottery business, deepen its presence in key regions and areas, develop overseas lottery businesses, and integrate resources to promote the development of China's eco-tourism and natural health food businesses44 Annual Results Review For the year ended June 30, 2025, the Group's operating revenue was approximately HKD 111.9 million, a year-on-year increase of approximately 66%, and loss attributable to owners of the company was approximately HKD 73.1 million, a significant narrowing from last year Annual Performance Overview | Indicator | 2025 (HKD Million) | 2024 (HKD Million) | Change (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 111.9 | 67.3 | +66.27% | | Loss Attributable to Owners of the Company | 73.1 | 272.0 | -73.12% | Liquidity, Financial Resources, Gearing Ratio and Capital Structure As of June 30, 2025, the Group's equity deficiency and net current liabilities both increased, with a gearing ratio as high as 411.9%. The company previously faced a winding-up petition due to convertible bond default, later issuing new bonds through an exchange proposal - As of June 30, 2025, the Group's total equity deficiency was approximately HKD 491.4 million (2024: approximately HKD 420.3 million)50 - The Group's net current liabilities were approximately HKD 479.1 million (2024: approximately HKD 408.0 million)50 - The Group's gearing ratio (total liabilities divided by total assets) was approximately 411.9% (2024: 466.8%)50 - The New Option 1 Bonds defaulted on November 10, 2023, and the company received a winding-up petition, which was later withdrawn on November 13, 2024. On July 9, 2025, the New Option 1 Bonds were cancelled and written down through an exchange proposal, with new bonds issued for a principal amount of approximately HKD 195.4 million4849 Foreign Exchange Risk All of the Group's assets, liabilities, and transactions are denominated in HKD, USD, or RMB, and the Group believes its current operations are minimally affected by foreign exchange risk - All of the Group's assets, liabilities, and transactions are denominated in HKD, USD, or RMB, and the Group believes its current operations are minimally affected by foreign exchange risk51 Contingent Liabilities As of June 30, 2025, the Group had no significant contingent liabilities - As of June 30, 2025, the Group had no significant contingent liabilities (2024: nil)52 Employees As of June 30, 2025, the Group employed 204 full-time employees, an increase from last year. The company offers diverse compensation, benefits, and training programs, and has adopted a share option scheme - As of June 30, 2025, the Group employed 204 full-time employees (2024: 196)53 - Employee remuneration is based on performance and experience, with benefits including performance bonuses, provident funds, medical insurance, and social welfare benefits mandated by the Chinese government. The Group has also adopted a share option scheme53 Purchase, Sale or Redemption of the Company's Listed Securities For the year ended June 30, 2025, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities - Save as disclosed in this announcement, for the year ended June 30, 2025, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities54 Other Information Summary of Independent Auditor's Report The auditor disclaimed an opinion on the Group's consolidated financial statements, primarily due to significant uncertainties regarding the company's ability to continue as a going concern, including continuous losses, liabilities exceeding assets, loan defaults, and winding-up petitions, and an inability to assess the reasonableness of management's cash flow forecasts - The auditor disclaimed an opinion on the Group's consolidated financial statements due to insufficient and inappropriate audit evidence55 - Significant uncertainties exist that may cast substantial doubt on the Group's ability to continue as a going concern, including net losses, current liabilities exceeding current assets, total liabilities exceeding total assets, default on secured loans and convertible bonds, and a winding-up petition56 - The auditor was unable to assess whether the assumptions used in the Group's cash flow forecasts were appropriate or reasonable to support the use of the going concern basis in preparing these consolidated financial statements57 Audit Committee's View on Disclaimer of Opinion The Audit Committee reviewed and agreed with management's view on going concern and its action plan, believing the plan will address the auditor's disclaimer of opinion - The Audit Committee reviewed the disclaimer of opinion related to going concern and discussed the Group's financial position and measures taken by the company with the auditor58 - The Audit Committee agreed with management's view on going concern and the Group's action plan, believing the action plan will resolve the disclaimer of opinion58 Changes in Directors From July 1, 2024, to the announcement date, there were multiple changes in Board members, including resignations, re-designations, and appointments of independent non-executive directors and executive directors, as well as changes in Chairman and CEO positions - Mr. Chen Minghui resigned as an independent non-executive director, Chairman of the Audit and Remuneration Committees, and member of the Nomination Committee on July 19, 202460 - Dr. Meng Zhijun was re-designated as Chairman of the Audit Committee, Chairman of the Remuneration Committee, and member of the Nomination Committee, later re-designated as Chairman of the Nomination Committee60 - Mr. Di Ling resigned as Chairman of the Board and Chairman of the Nomination Committee on September 4, 202460 - Ms. Zhu Xinxin was appointed as Chief Executive Officer and member of the Nomination Committee effective November 22, 202460 Change of Bermuda Share Registrar Effective December 31, 2024, the company's principal share registrar in Bermuda changed to Appleby Global Corporate Services (Bermuda) Limited - Effective December 31, 2024, the company's principal share registrar in Bermuda changed to Appleby Global Corporate Services (Bermuda) Limited59 Change of Head Office and Principal Place of Business Effective May 19, 2025, the company's head office and principal place of business in Hong Kong changed to Unit 1202, 12/F, Landmark South, 39 Yip Kan Street, Wong Chuk Hang, Hong Kong - Effective May 19, 2025, the company's head office and principal place of business in Hong Kong changed to Unit 1202, 12/F, Landmark South, 39 Yip Kan Street, Wong Chuk Hang, Hong Kong61 Corporate Governance For the year ended June 30, 2025, the company complied with the Corporate Governance Code in Appendix C1 of the Listing Rules, with deviations regarding the Chairman's rotation and the undifferentiated roles of Chairman and CEO - For the year ended June 30, 2025, the company complied with the Corporate Governance Code set out in Appendix C1 of the Listing Rules, except for a deviation where the Chairman did not retire by rotation as required by the code provisions62 - Effective November 22, 2024, Executive Director Ms. Zhu Xinxin was appointed as Chief Executive Officer, but the company has not appointed a Chairman, leading to an undifferentiated role between Chairman and CEO; the Board is currently seeking a suitable candidate62 Required Standard for Securities Transactions by Directors The company has adopted the Model Code as the code of conduct for directors' securities transactions, and all directors confirmed compliance with this standard for the year ended June 30, 2025 - The company adopted the Model Code as the code of conduct for its directors' securities transactions, and all directors confirmed their compliance with the required standards set out in the Model Code for the year ended June 30, 202563 Audit Committee The Audit Committee, comprising three independent non-executive directors, reviewed and discussed the Group's accounting principles, internal controls, and financial reporting matters with management, and approved the audited consolidated results - The Audit Committee currently comprises three independent non-executive directors of the company: Dr. Meng Zhijun, Mr. Duan Xinxiao, and Mr. Liu Fei64 - The Audit Committee reviewed and discussed the Group's adopted accounting principles and practices, as well as audit, internal control, and financial reporting matters with management. These audited consolidated results were reviewed by the Audit Committee and approved by the Board64 Annual Results Review (Auditor's Agreement) The information contained in this announcement regarding the consolidated financial statements and related notes for the year ended June 30, 2025, has been agreed by the Group's auditor, Evergreen (Hong Kong) CPA Limited, to be consistent with the amounts in the audited consolidated financial statements - The information contained in this announcement regarding the company's consolidated statement of profit or loss, consolidated statement of profit or loss and other comprehensive income, consolidated statement of financial position, and related notes for the year ended June 30, 2025, has been agreed by the Group's auditor, Evergreen (Hong Kong) CPA Limited, to be consistent with the amounts in the company's audited consolidated financial statements for the year ended June 30, 202565
中国生态旅游(01371) - 2025 - 年度业绩