Financial Performance - Total revenue for the year ended December 31, 2024, was RMB 1,528,212,000, a decrease from RMB 1,571,343,000 in 2023, representing a decline of approximately 2.7%[4] - Gross profit for the year was RMB 97,301,000, compared to RMB 97,301,000 in 2023, indicating no change in gross profit margin[4] - The net loss for the year was RMB 405,699,000, significantly higher than the net loss of RMB 95,621,000 in 2023, reflecting an increase of approximately 324%[5] - Basic and diluted loss per share for the year was RMB 158.72, compared to RMB 26.83 in 2023, indicating a substantial increase in loss per share[5] - The company reported a loss from continuing operations of approximately RMB 413,400,000 for the year[12] - The net loss attributable to the company's owners for 2024 was RMB 311,294 thousand, compared to a loss of RMB 52,632 thousand in 2023, indicating a substantial increase in losses[22] - The group reported a pre-tax loss from continuing operations of RMB 319,149,000 for 2024, compared to RMB 53,762,000 in 2023, indicating a significant increase in losses[30] Assets and Liabilities - Total non-current assets decreased to RMB 702,725,000 in 2024 from RMB 882,264,000 in 2023, a decline of approximately 20.4%[6] - Current assets totaled RMB 2,995,424,000, slightly up from RMB 2,976,762,000 in 2023, showing a marginal increase of about 0.6%[6] - Total liabilities increased to RMB 1,965,865,000 in 2024 from RMB 1,542,205,000 in 2023, representing an increase of approximately 27.6%[6] - The total liabilities for the company increased to RMB 2,378,131 thousand in 2024 from RMB 2,131,086 thousand in 2023, representing an increase of approximately 11.6%[22] - The net assets of the company decreased from RMB 1,727,940,000 in 2023 to RMB 1,320,018,000 in 2024, indicating a decline of about 24%[7] - The company's total equity also fell from RMB 1,727,940,000 in 2023 to RMB 1,320,018,000 in 2024, a decrease of approximately 24%[7] - The total amount of loans and borrowings increased to RMB 988,594,000 in 2024 from RMB 810,187,000 in 2023, reflecting a rise in financing needs[39] Operational Highlights - The company plans to focus on market expansion and new product development in the upcoming fiscal year[3] - The company has not experienced significant changes in its main business operations, focusing on residential and commercial property development in China[9] - The company is adjusting sales and pre-sale activities to meet budgeted sales and pre-sale amounts for property projects[16] - The company is actively negotiating with the Zhengzhou Jinshui Science and Technology Park Management Committee regarding project completion assessments[16] Revenue Streams - For the year ending December 31, 2024, the revenue from continuing operations was RMB 43,131 thousand, a significant decrease from RMB 1,528,212 thousand in 2023[22] - The total revenue from discontinued operations was RMB 60,450 thousand in 2024, compared to RMB 84,027 thousand in 2023, reflecting a decline of approximately 28.1%[22] - The company reported a 97% decrease in revenue from property development, down to RMB 43,131 thousand from RMB 1,528,212 thousand in 2023[49] - The equipment manufacturing business generated revenue of approximately RMB 60,500,000 before being classified as discontinued operations as of December 31, 2024[52] Expenses and Cost Management - The company reported a significant increase in administrative expenses, totaling RMB 38,680,000 in 2024 compared to RMB 44,237,000 in 2023, reflecting a decrease of about 12.5%[4] - Selling and distribution expenses were approximately RMB 5,500,000, a decrease of about 53% compared to 2023, mainly due to reduced promotional and marketing activities for real estate projects[54] - Administrative expenses were approximately RMB 38,700,000, a decrease of about 13% compared to 2023, attributed to effective cost control measures[55] - Other operating expenses increased by approximately RMB 64,400,000 to about RMB 73,000,000, mainly due to increased impairment losses on investment properties and subsidiaries[56] Financial Position - Cash and cash equivalents were reported at approximately RMB 7,700,000, excluding restricted cash of about RMB 23,500,000[12] - The net current assets were approximately RMB 1,029,600,000, a decrease of about 28% compared to 2023, mainly due to increases in loans and trade payables[61] - The net debt-to-equity ratio increased to approximately 73% as of December 31, 2024, compared to 43% in 2023[62] Corporate Governance and Compliance - The company has maintained full compliance with the corporate governance code throughout the year ended December 31, 2024[71] - The audit committee has reviewed the annual performance and confirmed that it was prepared in accordance with applicable accounting standards and regulations[70] Future Outlook - The company aims to expand its projects through collaboration and resource integration, focusing on minimizing capital occupation[66] - The company emphasizes cost management from a profitability perspective, optimizing project cost structures to reduce enterprise risk[65] - The company plans to apply new accounting standards related to financial instruments and disclosures starting from 2026[45] Shareholder Information - The board did not declare or recommend any dividends for the year ending December 31, 2024[41] - The company did not declare or recommend any final dividend for the year ended December 31, 2024, consistent with 2023[73] - The company has not engaged in any buybacks, redemptions, or sales of its listed securities during the year ended December 31, 2024[68] Employee Information - As of December 31, 2024, the group had 42 employees, a decrease from 277 employees in 2023[67] - Total employee benefits expenses for the year ended December 31, 2024, amounted to approximately RMB 27,900,000, down from RMB 38,600,000 in 2023[67]

Financial Performance - The company reported a significant decline in financial performance for the year ending December 31, 2024, due to a global economic downturn, with a notable decrease in demand for EPC services and energy storage products [10]. - Solar and energy storage revenue decreased by approximately RMB 21,700,000 or 39.5% to about RMB 33,200,000 compared to the same period last year, primarily due to poor performance in lithium battery storage product sales in the second half of the year [21]. - Logistics services revenue increased by 44.7% to approximately RMB 130,000,000, driven by organic growth from breakthroughs with external customers since Q2 2023 [21]. - Gross profit decreased by approximately 44.9% to about RMB 11,300,000, attributed to changes in the relative proportion of different revenue sources [23]. - The company recorded a pre-tax loss of approximately RMB 48,700,000, a decrease of about RMB 86,500,000 compared to a profit of RMB 37,800,000 in the same period last year [31]. Strategic Investments and Future Opportunities - The company anticipates that China's economic transformation and modernization will create new opportunities and significant growth potential in the renewable energy sector [14]. - The board believes that investments in solar and energy storage businesses will support sustainable development and long-term shareholder value [14]. - The company is actively considering further investments in energy storage and renewable energy storage in Northeast China and Shanxi Province [19]. - The company aims to enhance its financial position and cash flow through various strategies, including seeking cooperation with institutional investors and potential mergers and acquisitions [38]. - The company is open to strategic investments that provide satisfactory returns and synergistic opportunities, including a project involving innovative flywheel energy storage technology in collaboration with a state-owned enterprise [51]. Debt Management and Financial Stability - The company completed three subscription agreements in February 2024, raising approximately HKD 8,700,000 (around RMB 8,300,000) to repay debts [12]. - A strategic investor is in the process of acquiring all outstanding debts owed to Putana, which is expected to resolve long-term default issues [13]. - The total cash proceeds from the subscription agreements amounted to approximately RMB 8,700,000, which has been used to fully repay the company's debts and payables [41]. - The company is actively discussing a debt acquisition with a strategic investor to settle outstanding debts owed to Putana, totaling approximately USD 800,000 [39][40]. - The strategic investor has nearly completed the acquisition of all outstanding debts, which will likely resolve long-term default issues with Putana [40]. Cost Management and Operational Efficiency - The company is implementing cost-saving measures to navigate the challenging business environment while ensuring future sustainable growth [10]. - Administrative expenses increased by approximately RMB 1,900,000 or 6.1% to about RMB 32,400,000, primarily due to strict cost control measures [28]. - Research and development expenses decreased by approximately RMB 400,000 or 30.6% to about RMB 800,000, also due to strict cost control measures [29]. - The company has ceased its upstream manufacturing operations, including solar chip production, and is focusing on asset sales to improve capital structure and cash flow [48]. - The company has implemented strict control measures for its operations and investment activities to improve financial stability [179]. Corporate Governance and Compliance - The company has adopted effective corporate governance practices to ensure transparency and accountability to shareholders [138]. - The board consists of six members, including one executive director and three independent non-executive directors, ensuring a diverse skill set and experience [143]. - The independent non-executive directors have confirmed their independence according to Listing Rule 3.13, ensuring that all are independent individuals [148]. - The audit committee, consisting of three independent non-executive directors, reviewed and approved the consolidated financial statements for the year, ensuring compliance with applicable accounting standards [161]. - The company has established multiple channels for independent non-executive directors to express their opinions openly as needed [148]. Environmental, Social, and Governance (ESG) Initiatives - The ESG report covers the company's operations from January 1, 2024, to December 31, 2024, focusing on its solar energy and logistics services in China [191]. - The company has committed to enhancing its ESG performance through continuous review and improvement of its management systems, integrating ESG principles into its operations [192]. - The group aims to reduce operational environmental impact and enhance employee and public environmental awareness as part of its long-term corporate social responsibility vision [196]. - The group is committed to reducing its negative environmental impact and fostering a safe and healthy work environment for employees [198]. - Stakeholder engagement is crucial for understanding their perspectives, expectations, and needs, which influences the effectiveness of ESG-related strategies and policies [197].

Financial Performance - The company's operating revenue for 2024 reached RMB 9,025,821,822.22, representing a 25% increase from RMB 7,220,951,536.26 in 2023[10]. - Net profit attributable to shareholders for 2024 was RMB 1,764,339,650.99, up 120% from RMB 803,933,636.60 in 2023[10]. - The company's operating profit for 2024 was RMB 2,824,311,931.32, a significant increase from RMB 1,208,075,054.98 in 2023, marking a growth of 134%[10]. - The total comprehensive income for 2024 was RMB 2,094,827,819.72, compared to RMB 980,500,216.60 in 2023, indicating a growth of 113%[10]. - The company reported a decrease in financial expenses to RMB 155,363,874.45 in 2024, down from RMB 193,139,295.18 in 2023[10]. - The total profit for 2024 is expected to reach 28.19 billion CNY, reflecting a significant increase of 133.73% from 2023[34]. - The net profit attributable to shareholders for 2024 is forecasted at 17.64 billion CNY, which is a 119.46% increase year-over-year[36]. - The total revenue for 2024 is projected to be RMB 8,025,821,821.22, with a quarterly breakdown of RMB 1,853,842,113.41 in Q1, RMB 2,342,294,733.48 in Q2, RMB 2,026,693,783.54 in Q3, and RMB 2,802,991,191.79 in Q4[172]. - The net profit attributable to shareholders for Q4 2024 is RMB 659,173,909.62, showing a significant increase compared to previous quarters[172]. Assets and Liabilities - Total assets increased to approximately RMB 20.33 billion in 2024, up from RMB 18.72 billion in 2023, representing a growth of 8.6%[13]. - Total liabilities decreased to approximately RMB 9.61 billion in 2024, down from RMB 10.18 billion in 2023, a reduction of 5.7%[13]. - The current ratio improved to 158.09% in 2024, up from 131.51% in 2023, indicating enhanced liquidity[14]. - The debt-to-asset ratio decreased to 47.25%, down by 7.11 percentage points from 54.36% in 2023, indicating a reduction in the company's debt levels[177]. - The total bank interest-bearing liabilities decreased to RMB 2.70 billion in 2024 from RMB 3.43 billion in 2023, with short-term borrowings amounting to RMB 1.11 billion[180]. Cash Flow and Investments - Cash and cash equivalents rose significantly to approximately RMB 2.52 billion in 2024, compared to RMB 1.27 billion in 2023, marking an increase of 97.4%[14]. - Operating cash flow for 2024 is expected to be 32.68 billion CNY, which is a growth of 48.36% from 2023[39]. - The cash flow from operating activities for Q4 reached RMB 1,265,302,877.21, indicating strong liquidity and operational efficiency[172]. - The company invested RMB 677,866,937.65 in construction projects, reflecting a year-on-year increase of 14.44%[187]. Research and Development - Research and development expenses increased to RMB 63,615,898.70 in 2024, up 23% from RMB 51,752,511.95 in 2023[10]. - Research and development expenses totaled RMB 6,361.59 million, accounting for 0.70% of operating revenue, with 307 R&D personnel representing 4% of the total workforce[165]. Market Strategy and Growth - The management expressed optimism about future market conditions and set a revenue guidance of over RMB 10 billion for 2025[10]. - The company is exploring potential mergers and acquisitions to further expand its market presence and resource base[10]. - The company aims to enhance internal efficiency to maintain stable growth amid external challenges, reflecting a commitment to adaptability[23]. - The company is focusing on expanding its market presence in Asia, with plans to increase production capacity by 15% over the next fiscal year[58]. - The company has set a revenue growth target of 12% for the upcoming fiscal year, driven by increased production and market expansion efforts[58]. Compliance and Governance - The board has confirmed the appointment of Ernst & Young as the auditor for 2024, ensuring compliance with relevant regulations and standards[16]. - The company is committed to improving compliance with legal regulations and enhancing the quality of information disclosure[73]. - The company has strengthened internal control measures to prevent similar issues from occurring in the future[74]. - The company is committed to achieving "zero major safety incidents and zero environmental events" in its domestic and overseas mines by 2024[123]. Mining Operations and Production - The gold production for 2024 is estimated at 15,158.08 kg, indicating a growth rate of 5.60% compared to 2023[43]. - The gold sales volume for 2024 is projected to be 15,218.00 kg, reflecting a 4.88% increase year-over-year[45]. - The company achieved gold production of 15.16 tons, a year-on-year increase of 5.60%, with domestic mines contributing 3.91 tons (up 14.6%) and overseas mines contributing 11.25 tons[112]. - The company operates seven gold and polymetallic mines across China, Southeast Asia, and West Africa, focusing on gold extraction and sales[132]. Sustainability and Environmental Commitment - The company is committed to sustainable practices, aiming to reduce its carbon footprint by 30% over the next five years through innovative mining techniques[64]. - The company has set a vision for carbon peak by 2030 and carbon neutrality by 2055, demonstrating a long-term commitment to sustainable development[123]. - The company is actively exploring the use of alternative energy sources to reduce reliance on traditional fossil fuels and lower carbon emissions[123]. Human Resources and Management - The company has a strong leadership team with extensive experience in the mining and financial sectors, enhancing its strategic decision-making capabilities[59]. - The management team includes professionals with over 20 years of experience in finance and mining, ensuring robust financial oversight[83]. - The company has implemented an employee stock ownership plan to align the interests of management and staff, fostering a unified mission and vision[139]. Regulatory and Risk Management - The company received a warning letter from the Inner Mongolia Securities Regulatory Bureau regarding a failure to disclose a two-month production halt due to facility upgrades in Q1 2023[71]. - The company is focusing on regulatory compliance and risk management following the incident[74]. - The board of directors is actively overseeing the implementation of corrective measures[73].

Business Performance - The Group reported a cautious optimism regarding business performance despite a volatile macro-economic environment due to global events[20]. - Businesses have tightened their budgets on marketing and advertisement expenses, impacting overall business confidence[20]. - The Group aims to remain resilient in the face of these challenges and is committed to continuous improvement and success[21]. Financial Results - The Group recorded total revenue of approximately HK$20,841,000 for the year ended 31 December 2024, representing a decrease of approximately 12% from approximately HK$23,550,000 for the year ended 31 December 2023[24]. - Total gross profit increased by approximately 44% to approximately HK$9,198,000 for the year ended 31 December 2024, compared to approximately HK$6,375,000 for the year ended 31 December 2023[47]. - Loss attributable to the owners of the Company amounted to approximately HK$19,791,000 for the year ended 31 December 2024, a significant improvement from a loss of approximately HK$73,721,000 for the year ended 31 December 2023[24]. - Revenue from the publications and advertising business increased to approximately HK$13,207,000 for the year ended 31 December 2024, up from approximately HK$9,109,000 for the year ended 31 December 2023[32]. - Revenue generated from online sales of beauty and cosmetics products decreased to approximately HK$684,000 for the year ended 31 December 2024, down from approximately HK$11,321,000 for the year ended 31 December 2023[37]. - Revenue from sales of luxury products increased to approximately HK$6,950,000 for the year ended 31 December 2024, compared to approximately HK$3,120,000 for the year ended 31 December 2023[38]. - The Group did not generate any revenue from the exhibition and trade show business and related services for the year ended 31 December 2024, consistent with the previous year[36]. - Other income increased by approximately HK$485,000 to approximately HK$639,000 for the year ended 31 December 2024, primarily due to government grants related to technology modernization[48]. - The Directors do not recommend the payment of a final dividend for the year ended 31 December 2024[24]. - Gross profit increased by approximately 44% from HK$6,375,000 for the year ended December 31, 2023, to approximately HK$9,198,000 for the year ended December 31, 2024[51]. - Other income rose significantly by approximately 485% from HK$154,000 for the year ended December 31, 2023, to approximately HK$639,000 for the year ended December 31, 2024, primarily due to a government subsidy of HK$629,000 for technological modernization[52]. - The Group recorded other losses of approximately HK$905,000 for the year ended December 31, 2024, compared to other gains of approximately HK$56,802,000 for the year ended December 31, 2023[53]. - Operating expenses increased by approximately 3% from HK$11,360,000 for the year ended December 31, 2023, to approximately HK$11,688,000 for the year ended December 31, 2024[56]. - Finance costs amounted to approximately HK$1,803,000 for the year ended December 31, 2024, compared to approximately HK$1,198,000 for the year ended December 31, 2023[57]. - The loss attributable to owners of the Company for the year ended December 31, 2024, was HK$19,791,000[63]. Financial Position - The current ratio decreased from approximately 0.5 times as of December 31, 2023, to approximately 0.4 times as of December 31, 2024[68]. - Cash and cash equivalents increased to approximately HK$9,590,000 as of December 31, 2024, from approximately HK$3,552,000 as of December 31, 2023[69]. - The gearing ratio improved to approximately 7% as of December 31, 2024, down from 29% as of December 31, 2023[70]. - Trade receivables decreased from approximately HK$25,436,000 to HK$8,598,000, with trade receivable turnover days improving from approximately 217 days to approximately 151 days[73]. Human Resources - As of December 31, 2024, the Group's employee headcount was 12, a decrease from 13 in 2023, with total staff costs amounting to approximately HK$5,330,000, down from approximately HK$7,158,000 in 2023[93]. - The Group conducts annual performance reviews for employees, which influence salary reviews and promotion appraisals, alongside providing bonuses based on financial performance[89]. Corporate Governance - The Group has no major investment or capital asset plans as of December 31, 2024[91]. - There are no significant asset pledges by the Group as of December 31, 2024[92]. - The Group's principal activity is investment holding, with key subsidiaries' activities detailed in note 36 of the consolidated financial statements[119]. - For the year ended December 31, 2024, the Group focused on minimizing environmental damage and ensuring employee well-being, with no recorded non-compliance in environmental and social aspects[121]. - Stakeholder engagement highlighted key material issues including employee health and safety, labor standards, intellectual property rights, customer data protection, and anti-corruption, all of which are actively managed by the Group[121]. - The Group will publish an Environmental, Social and Governance Report within three months of this annual report, detailing environmental policies, stakeholder relationships, and compliance with relevant laws[122]. - Continuous efforts were made to enhance corporate governance and business exposure across various sectors including automobile, construction, and oil and gas[108]. - The Group's financial performance analysis will be included in the Management Discussion and Analysis section of the annual report[120]. - The Group's business operations are committed to advancing environmental, social, and governance management through close communication with stakeholders[121]. - The Group's future business development and potential risks will be discussed in the Chairman's Statement and Management Discussion and Analysis[120]. - The Group has maintained a focus on corporate accounting, finance, and corporate secretarial matters through its financial controller[107]. - The Group's directors have confirmed no changes in their information as required by GEM Listing Rules[113]. Shareholder Information - For the year ended December 31, 2024, the Group's sales to the five largest customers accounted for approximately 26% of total sales, with the largest customer contributing about 12%[139]. - Purchases from the Group's five largest suppliers represented approximately 80% of total purchases, with the largest supplier accounting for around 24%[139]. - The Group did not recommend the payment of any final dividend for the year ended December 31, 2024[127]. - As of December 31, 2024, the Company had no reserves available for distribution to shareholders[130]. - There were no material acquisitions or disposals of subsidiaries and affiliated companies during the year, except for the acquisition of 50.1% of Yantic Limited on April 1, 2023[155]. - The Group adopted a share option scheme on February 16, 2015, which is set to expire on February 16, 2025[157]. - The Remuneration Committee is responsible for recommending the Company's remuneration policy, considering market competitiveness and individual performance[156]. Compliance and Regulations - The Group's operations continued to focus on reducing environmental impact and ensuring employee welfare, with no recorded violations related to environmental and social aspects[125]. - The Group will publish its environmental, social, and governance report within three months after the annual report release, detailing its policies and performance[125]. - The Group's financial performance analysis is included in the management discussion and analysis section of the annual report[125]. - The company adopted a share option scheme on February 16, 2015, which will expire on February 16, 2025[162]. - As of December 31, 2024, the company had 87,091,200 shares issued[178]. - Mr. Lui Man Wah holds a long position of 34,330 shares, representing approximately 0.04% of the company's issued share capital[170]. - There were no interests or short positions in shares or debentures of the company required to be disclosed by directors or chief executives as of December 31, 2024[174]. - The company confirmed compliance with the disclosure requirements under Chapter 20 of the GEM Listing Rules regarding related party transactions[186]. - The company maintained a sufficient public float of not less than 25% of its issued shares as required under the GEM Listing Rules[184]. - The consolidated financial statements for the reporting period were audited by Global Link CPA Limited[189]. - The company has complied with the GEM Listing Rules and the Corporate Governance Code throughout the year[192]. - There were no connected transactions subject to disclosure requirements under the GEM Listing Rules during the year[183]. - The remuneration for the auditors will be proposed for approval at the forthcoming annual general meeting[190]. - The Company has not complied with GEM Listing Rules 5.05(1) and 5.28 since the resignation of Ms. Liu Xiaomin on January 13, 2025, which requires at least three independent non-executive directors and a minimum of three members in the audit committee[193][196]. - The Company currently has no CEO, with all CEO duties shared among executive Directors, which the Board believes allows for prompt decision-making and effective response to changing environments[194][197]. - The Company is committed to enhancing its corporate governance standards to comply with regulatory requirements and meet the growing expectations of shareholders and investors[195][197]. - The Company has adopted a code of conduct for Directors' securities transactions that meets or exceeds the standards set out in GEM Listing Rules 5.48 to 5.67, with all Directors confirming compliance during the year ended December 31, 2024[198]. - Directors and officers are indemnified under a liability insurance policy against any liabilities incurred while discharging their duties[199]. - The Board of Directors is responsible for the leadership and monitoring of the Company, collectively promoting the success of the Group[200].

Financial Performance - The company's revenue for 2024 was RMB 326.03 million, a significant decrease from RMB 565.61 million in 2023, representing a decline of approximately 42.3%[6]. - The gross profit for 2024 was RMB 162.64 million, down from RMB 299.51 million in 2023, indicating a decrease of about 45.5%[6]. - The company reported a net loss of RMB 188.80 million for 2024, compared to a loss of RMB 36.30 million in 2023, marking a significant increase in losses[6]. - Revenue decreased by approximately RMB 239.6 million or 42.4% to about RMB 326.0 million for the year ended December 31, 2024, down from approximately RMB 565.6 million in 2023[15]. - The company's gross profit for 2024 was approximately RMB 162.6 million, with a gross margin of about 49.9%, down from a gross profit of approximately RMB 299.5 million and a gross margin of 53.0% in 2023[17]. - The company reported a net loss of approximately RMB 188.8 million for the year ended December 31, 2024, representing a significant increase in loss of about 420.2% compared to the previous year[12]. Expenses and Liabilities - Research and development expenses reached RMB 106.26 million in 2024, which contributed to the overall loss for the year[9]. - The total liabilities increased to RMB 869.80 million in 2024, up from RMB 781.52 million in 2023, reflecting an increase of about 11.3%[7]. - Selling and distribution expenses decreased by approximately RMB 58.5 million or 42.0% to about RMB 81.0 million in 2024, compared to RMB 139.5 million in 2023[19]. - The company achieved a significant reduction in general and administrative expenses, which fell by approximately RMB 14.6 million or 19.5% to about RMB 60.3 million in 2024[20]. - Financing costs net increased to approximately RMB 18.8 million in 2024 from RMB 8.8 million in 2023, mainly due to increased interest on loans and foreign exchange losses[22]. Market and Future Outlook - Future market uncertainties remain the biggest challenge, but management aims to achieve profitability through refined management and quick adjustments[10]. - The company plans to enhance its product pipeline with new products pending approval, which could contribute to future revenue growth[9]. - The company expects to participate in national centralized procurement, with flagship products successfully winning bids, which is anticipated to drive significant sales growth in 2025[14]. Corporate Governance - The company has adopted the corporate governance code as per the listing rules, with some exceptions noted[68]. - The board of directors is responsible for overseeing the company's overall strategy and performance, including risk management and internal controls[71]. - The company has provided liability insurance for its directors and senior management to cover potential legal liabilities incurred during the performance of their duties[72]. - The independent non-executive directors have confirmed compliance with the non-competition agreement provided by the controlling shareholders[70]. - The company has established a comprehensive internal control system to monitor financial performance and risk management[72]. Environmental, Social, and Governance (ESG) Initiatives - The company emphasizes sustainable development and has implemented measures to reduce environmental impact, including energy-saving and emission-reduction initiatives[125]. - The company aims to create a green pharmaceutical enterprise, actively promoting clean production and pollution reduction to support national carbon neutrality goals[137]. - The company is focused on enhancing its ESG governance framework and internal controls to ensure scientific and rational decision-making[125]. - The company has established a comprehensive ESG governance structure, with the Audit Committee responsible for overseeing ESG reporting processes and risk management[135]. - The company is committed to enhancing product quality and safety, accelerating the development of innovative products, and strengthening quality control measures[145]. Climate Change and Risk Management - The company is facing physical risks from extreme weather affecting supply chains and production facilities, and is implementing strategies such as diversified procurement and facility reinforcement[150]. - The company is investing in new technologies and processes to adapt to extreme weather, including the development of resilient medicinal materials[148]. - The company has established a climate risk management process, identifying and analyzing climate-related risks annually within its governance structure[162]. - The company aims to reduce carbon emissions by 20% by 2025 compared to 2020 levels, with a target to decrease unit product energy consumption by 5% and increase green electricity procurement rate to 10%[165]. Employee and Stakeholder Engagement - The company emphasizes the importance of employee development and training, focusing on innovative drug research and optimizing the traditional Chinese medicine industry chain[140]. - The company has identified key stakeholders, including employees, consumers, suppliers, and investors, and has established multiple communication channels to address their concerns[142]. - The workforce composition is 50.91% female and 49.09% male, reflecting the company's commitment to gender diversity[97].

Financial Performance - The total revenue for the year ended December 31, 2024, was RMB 467,010,000, a decrease of 27.7% compared to RMB 645,084,000 in 2023[4] - Gross profit for the year was RMB 105,691,000, down 28.5% from RMB 147,751,000 in the previous year[4] - The net loss for the year was RMB 361,130,000, compared to a loss of RMB 4,493,000 in 2023, indicating a significant increase in losses[5] - The total comprehensive loss for the year amounted to RMB 360,153,000, compared to RMB 4,609,000 in 2023, highlighting a significant deterioration in overall performance[5] - The basic loss per share for the year was RMB 12.52, compared to RMB 2.33 in the previous year, indicating a worsening financial position[5] Revenue Breakdown - For the fiscal year ending December 31, 2024, the total revenue was CNY 467,010,000, with contributions from Men's Apparel at CNY 93,124,000, Industrial Products at CNY 365,057,000, and Energy Storage Batteries at CNY 8,829,000[18] - The total revenue for the fiscal year ending December 31, 2023, was CNY 645,084,000, with Men's Apparel generating CNY 122,506,000, Industrial Products CNY 517,037,000, and Energy Storage Batteries CNY 5,541,000[19] - Revenue from external customers in China decreased to RMB 101,953 million in 2024 from RMB 128,047 million in 2023, representing a decline of 20.3%[24] - Revenue from the industrial products division decreased by approximately 29% compared to the previous year due to the Red Sea crisis affecting shipping routes to Saudi Arabia[52] - Revenue from the men's apparel segment decreased by about 24.0% year-over-year, attributed to lower sales prices and a shift in consumer purchasing habits towards online channels[72] Expenses and Losses - The provision for expected credit losses increased significantly to RMB 211,311,000 from RMB 2,920,000, marking a substantial rise in credit risk[4] - Administrative expenses increased to RMB 156,973,000 from RMB 89,584,000, representing a rise of 75.3%[5] - The company reported a tax expense of CNY (44,072,000) for the fiscal year ending December 31, 2024[18] - The company incurred a pre-tax loss of RMB 211,311 thousand in 2024, compared to a pre-tax profit of RMB 2,920 thousand in 2023[28] - The industrial products segment reported a loss of RMB 132.5 million in 2024, a significant increase of 235.9% compared to a loss of RMB 97.5 million in 2023[81] Assets and Liabilities - Total assets decreased from RMB 1,739,685 thousand in 2023 to RMB 1,131,348 thousand in 2024, a decline of approximately 34.9%[6] - Current assets decreased from RMB 937,231 thousand in 2023 to RMB 668,638 thousand in 2024, a decline of approximately 28.7%[6] - Total liabilities decreased from RMB 974,130 thousand in 2023 to RMB 922,802 thousand in 2024, a decline of about 5.3%[7] - The company's equity attributable to shareholders decreased from RMB 686,420 thousand in 2023 to RMB 394,785 thousand in 2024, a decline of approximately 42.5%[7] - The net debt to equity ratio was approximately 119.3% as of December 31, 2024, up from 56.3% in 2023[99] Share Capital and Financing - The company issued 398,856,000 new shares at HKD 0.50 per share in December 2023, raising additional capital[37] - The company plans to issue 59,574,000 new shares at HKD 0.50 each as part of a subscription agreement[47] - The company issued HKD 26,205,000 convertible bonds on May 30, 2023, with an annual interest rate of 8%[39] - The total value of the subscribed shares amounts to HKD 997,140,000, with the net proceeds from the subscription estimated at approximately HKD 199.1 million (around RMB 180.4 million)[124] - The company has committed to maintaining transparency and compliance with the Hong Kong Stock Exchange regulations[140] Market and Strategic Outlook - The company plans to continue focusing on its core segments while exploring opportunities for market expansion and new product development[18] - The company is positioned to benefit from Saudi Arabia's Vision 2030, which aims to diversify the economy and reduce oil dependency, creating opportunities in the automotive supply chain[55] - The company anticipates increased demand for industrial products due to strong non-oil income in Saudi Arabia, leading to higher renovation activities[57] - The company is committed to exploring new market opportunities and enhancing its product offerings in response to evolving customer needs in the region[50] - The company has established a research and production base for zinc-bromine flow batteries, with the first phase of development completed in November 2022[67] Employee and Operational Insights - The company’s total employee compensation, including salaries and benefits, was RMB 38,830 thousand in 2024, up from RMB 30,933 thousand in 2023[28] - The group has 180 employees as of December 31, 2024, with total employee costs amounting to approximately RMB 38.8 million for the year, up from RMB 30.9 million in 2023[115] - The company emphasizes recruiting high-quality talent from universities and technical colleges, providing ongoing training and development opportunities for employees[115] - The restructuring of surplus factories in Quanzhou is in the final stage and is expected to generate rental income and advertising fees from the new home and commercial renovation platform[111] - The company continues to invest in product design and R&D capabilities to capture fashion trends and improve product offerings[63]

Financial Performance - Total revenue for 2024 reached HKD 1,112,283,000, a significant increase of 272% compared to HKD 298,941,000 in 2023[9] - The company reported a profit attributable to owners of HKD 8,878,000 for 2024, recovering from a loss of HKD 31,890,000 in 2023[9] - Revenue from coal production and sales rose from approximately HKD 79.2 million in 2023 to about HKD 1.0018 billion in 2024[64] - Gross profit increased by approximately 71.0% to about HKD 135.6 million, compared to HKD 79.3 million in 2023[64] - The group recorded a net profit of approximately HKD 11.4 million for the year, recovering from a loss of HKD 28 million in 2023[65] - Administrative and other operating expenses decreased to approximately HKD 80.7 million from HKD 90.8 million in 2023, reflecting cost control efforts[64] - The group faced intense competition, leading to a decline in gross margin despite increased revenue[64] - The group aims to continue controlling costs and exploring new market opportunities to enhance profitability in the future[67] Assets and Liabilities - Total assets increased to HKD 740,995,000 in 2024, up from HKD 526,147,000 in 2023, representing a growth of 41%[10] - Total liabilities rose to HKD 758,944,000 in 2024, compared to HKD 557,325,000 in 2023, indicating a 36% increase[10] - The company faced significant operational pressure due to total liabilities reaching HKD 759 million and was unable to repay HKD 46,800,000 in bonds on time[12] - The group’s net current liabilities were approximately HKD 249.5 million as of December 31, 2024, indicating ongoing concerns regarding the group's ability to continue as a going concern[70] Governance and Management - The company is actively seeking to replace resigned independent directors and is focusing on gender diversity in the board composition[12] - The management team has faced challenges due to regulatory scrutiny and the departure of independent directors, impacting governance and operational stability[11] - The company aims to enhance its governance structure by attracting qualified candidates for board positions amid current challenges[12] - The roles of the chairman and CEO have been separated to enhance governance and prepare the company for future growth[183] - The board is responsible for providing leadership and guidance to ensure proper management of the group through risk management and internal control systems[186] - The company currently has no independent non-executive directors following the resignations of Dr. Huang, Mr. Liu, and Mr. Wu, leading to a temporary gap in this critical governance function[191] Strategic Challenges - The company faces significant challenges in Xinjiang, impacting profitability and competitiveness due to the presence of unlicensed miners who do not comply with legal and environmental regulations[15] - The company is committed to compliance and responsible business practices despite the dual pressures of unregulated competition and local authorities enforcing taxes only on compliant companies[16] - The global economic environment in 2024 remains challenging, influenced by geopolitical factors, inflation pressures, and central bank interest rate hikes, with overall growth still weak[22] - The domestic economic situation in China is severe, with a slowdown in economic growth and significant downward pressure due to multiple internal and external factors[22] Operational Adjustments - The company is actively working to restructure and streamline operations by closing or selling unprofitable subsidiaries to focus resources on growth areas[20] - The company is negotiating with creditors to amend bond terms to facilitate repayment processes[12] - The company is negotiating with creditors to reduce its heavy debt burden to a more manageable level, which is critical for attracting qualified candidates for leadership positions[20] - The company plans to enhance its coal marketing system and develop a high-quality sales team to expand market resources and improve revenue and cash flow[57] Market Conditions - The coal market is anticipated to remain oversupplied, leading to a cautious outlook for 2025[26] - The coal industry is experiencing a general downturn, with operating costs decreasing by 1.8% year-on-year to 3.95 trillion RMB in 2024[26] - The price of thermal coal in China has dropped from over 900 RMB per ton at the beginning of 2024 to below 800 RMB per ton by the end of the year, continuing to decline into 2025[35] - The mining industry in Turpan, Xinjiang, faces pressure with low gross margins due to market competition, despite strong sales figures in 2024[23] Shareholder Relations - The company expresses apologies to shareholders for the current chaos and challenges, emphasizing efforts to stabilize the situation and find capable directors[19] - The board does not recommend the payment of dividends for the fiscal year ending December 31, 2024[113] - The company's dividend policy targets a payout ratio of 20% of the annual profit eligible for distribution, with the remaining profit retained for future capital[120] Employee and Human Resources - The total employee cost, including directors' remuneration, was approximately HKD 30.9 million for the year, compared to HKD 23.2 million in 2023[76] - The group will continue to monitor its human resources needs and emphasize the importance of employee quality[75] - The company has established a share-based compensation plan to attract, retain, and motivate key employees[127] Compliance and Risk Management - The company has complied with relevant laws and regulations that significantly impact its operations[115] - The company’s financial risk management objectives and policies are detailed in the consolidated financial statements[114] - The company has a clear governance structure in place, ensuring effective risk management and internal controls[177]

Financial Performance - For the fiscal year 2024, the company's revenue was approximately RMB 930.8 million, a significant decrease of 52.3% compared to RMB 1,952.1 million in fiscal year 2023[10]. - The company recorded a net loss of approximately RMB 26.4 million in fiscal year 2024, compared to a net profit of approximately RMB 46.0 million in fiscal year 2023[11]. - Gross profit decreased from approximately RMB 212.6 million in fiscal year 2023 to approximately RMB 71.0 million in fiscal year 2024, representing a decline of about 66.7%[21]. - The gross profit margin for fiscal year 2024 was approximately 7.6%, down from 10.9% in fiscal year 2023[11]. - Revenue from construction contracts decreased by approximately RMB 1,021.3 million or 52.3% to about RMB 930.8 million in FY2024 from approximately RMB 1,952.1 million in FY2023[22]. - Revenue from civil construction projects fell by approximately RMB 445.5 million or 45.7% to about RMB 529.3 million in FY2024 from approximately RMB 974.8 million in FY2023[23]. - Revenue from municipal engineering dropped by approximately RMB 335.6 million or 54.3% to about RMB 282.8 million in FY2024 from approximately RMB 618.4 million in FY2023[24]. - Revenue from prefabricated steel structure engineering decreased by approximately RMB 230.0 million or 86.7% to about RMB 35.2 million in FY2024 from approximately RMB 265.2 million in FY2023[26]. - Trade receivables and other receivables increased from approximately RMB 453.5 million on December 31, 2023, to about RMB 528.5 million on December 31, 2024, due to customer payment delays[37]. - Cash and cash equivalents were approximately RMB 32.5 million as of December 31, 2024, down from approximately RMB 59.6 million in fiscal year 2023[18]. - Cash and cash equivalents decreased from approximately RMB 59.6 million on December 31, 2023, to about RMB 32.5 million on December 31, 2024, primarily due to cash outflows related to working capital needs[38]. Cost Management - The company managed to reduce administrative and other expenses from approximately RMB 125.5 million in fiscal year 2023 to approximately RMB 74.0 million in fiscal year 2024[12]. - The company maintained a stable debt-to-equity ratio of 23.0% as of December 31, 2024, reflecting prudent financial management in a challenging market[40]. Strategic Focus - The company plans to focus on strategic cooperation and regional diversification while continuing to invest in technology and talent development[19]. - The company aims to enhance operational efficiency and maintain compliance with regulatory requirements to ensure project quality and safety[15]. - The outlook for the construction and real estate industry in China remains volatile, but the company sees selective opportunities in infrastructure development and urban renewal projects[17]. Corporate Governance - The company adopted the corporate governance code as per the listing rules since its listing date in the fiscal year 2023, ensuring compliance until December 31, 2024[65]. - The board consists of four executive directors and three independent non-executive directors, with independent directors exceeding one-third of the board[67]. - The company has received annual confirmation letters from all independent non-executive directors regarding their independence, confirming no circumstances affecting their independence[71]. - The company has established mechanisms to ensure a strong independent element within the board, with at least three independent non-executive directors[77]. - The board is responsible for leading and controlling the company, overseeing business strategies and performance[74]. - The company has set guidelines for employees regarding the trading of its securities, ensuring compliance with the standard code[66]. - The nomination committee is responsible for reviewing board composition and monitoring the appointment and re-election of directors[76]. - The board of directors held three meetings and one annual general meeting in the fiscal year 2024, with all directors attending all meetings[83]. - The audit committee conducted two meetings to review accounting standards, internal audit effectiveness, and financial performance for the six months ending June 30, 2024, and the year ending December 31, 2024[92]. - The remuneration committee is responsible for advising on the remuneration policies for directors and senior management, and evaluating their performance[93]. - The company encourages directors to participate in relevant courses to enhance their knowledge and effectiveness in fulfilling their responsibilities[86]. - The company has established three committees: the audit committee, nomination committee, and remuneration committee, with clear written terms of reference[87]. - The audit committee consists of three members, including an independent non-executive director with appropriate accounting or financial management expertise[89]. - The company provides competitive remuneration packages to attract and retain high-quality employees, aligning with market standards[96]. - All directors have the right to access board documents and seek independent professional advice when necessary[85]. - The board has conducted an annual review of the mechanisms in place and believes they have been adequately implemented[81]. - The company held one meeting of the remuneration committee in the fiscal year 2024 to review and recommend compensation for directors and senior management[97]. - The nomination committee consists of three members, including the chairman of the board, and is responsible for recommending appointments and removals of directors[98][99]. - The company adopted a board diversity policy, ensuring that candidates are selected based on various diversity criteria, including gender, age, and professional experience[105]. - The board has reviewed its corporate governance policies and practices, ensuring compliance with legal and regulatory requirements[109]. - Directors are responsible for preparing the company's financial statements for the year ending December 31, 2024[110]. Shareholder Relations - The company emphasizes the importance of effective communication with shareholders to enhance investor relations and understanding of business performance and strategy[121]. - The company has adopted a shareholder communication policy deemed sufficient and effective for the fiscal year ending December 31, 2024[131]. - The company’s website serves as a platform for shareholders to access corporate information and updates on governance and board composition[135]. Related Party Transactions - The construction service framework agreement with Hunan Hengji Real Estate, Wuguang Investment, and Hangxiao Technology has annual caps for construction service fees of RMB 390.5 million for FY2023, RMB 366 million for FY2024, and RMB 386 million for FY2025[167]. - The procurement framework agreement with Fangge Intelligent and Hangxiao Technology has annual caps for procurement of RMB 160 million for FY2023, FY2024, and FY2025[170]. - For FY2024, the expected payments to Hangxiao Technology under the procurement framework agreement are approximately RMB 42.07 million, down from RMB 111.41 million in FY2023[171]. - The company has confirmed that the annual caps for related party transactions are fair and reasonable for shareholders[175]. - Independent non-executive directors have reviewed the non-exempt continuing connected transactions and confirmed they are conducted in the ordinary course of business and on normal commercial terms[174]. - The company holds approximately 85.82% equity in Hunan Hengji Real Estate, which is primarily engaged in real estate development[167]. - The company holds 70% equity in Hunan Fangge Intelligent Energy-saving Technology, which provides auxiliary construction services and software[168]. - The company holds 68.29% equity in Hunan Zhongtian Hangxiao Steel Structure Technology, which specializes in steel structure design and manufacturing[168]. - The construction service framework agreements are set to expire on December 31, 2025[167]. - The company has complied with the disclosure requirements under the Listing Rules regarding related party transactions[176]. Stock Options and Shareholding - The stock option plan was adopted on March 10, 2023, allowing for a total of 48,000,000 shares to be issued, representing 10% of the total shares outstanding at the time of listing[179]. - The unexercised stock options available under the plan as of January 1, 2024, amount to 48,000,000 options, which is approximately 8.3% of the company's issued share capital[184]. - The maximum number of stock options that can be granted to service providers is capped at 4,800,000 shares, representing 1% of the total shares outstanding[183]. - The stock options can be exercised within a period determined by the board, not exceeding ten years from the offer date[186]. - The vesting period for stock options will be at least 12 months, with the possibility of shorter vesting periods at the board's discretion[187]. - The stock option plan will remain effective for a period of ten years from the adoption date, expiring on March 9, 2033[190]. - The company has maintained a public float of at least 25% of its issued shares since the listing date, in compliance with exchange regulations[193]. - As of December 31, 2024, ZT (A) holds approximately 46.35% of the company's shares, totaling 266,965,000 shares[198]. - The company's top five customers accounted for approximately 25.6% of total revenue in FY2024, down from 35.9% in FY2023[200]. - The largest single customer contributed about 8.06% of total revenue in FY2024, compared to 9.7% in FY2023[200]. - The top five suppliers represented approximately 22.7% of total purchases in FY2024, an increase from 19.5% in FY2023[200]. - The largest single supplier accounted for about 7.2% of total purchases in FY2024, up from 6.0% in FY2023[200]. - Mr. Yang holds a controlled interest in ZT (E) Limited with 13,164,000 shares, representing 2.29% of the company[194]. - Mr. Liu has a controlled interest in ZT (F) Limited with 3,376,000 shares, representing 0.59% of the company[194]. - Mr. Chen holds a controlled interest in ZT (H) Limited with 1,770,000 shares, representing 0.31% of the company[194]. - Mr. Min has a controlled interest in ZT (K) Limited with 812,000 shares, representing 0.14% of the company[194]. - ZT (A) is owned by 79 individual shareholders, including 12 directors or senior management members who collectively hold about 49.04%[198]. Miscellaneous - The company has no significant future investment or capital asset plans beyond those disclosed in previous announcements[43]. - As of December 31, 2024, the group employed 345 employees in China, an increase from 324 employees in 2023, with total employee costs for FY2024 approximately RMB 23.9 million compared to RMB 24.8 million in FY2023[48]. - The group made retirement plan contributions of approximately RMB 5.79 million in FY2024, up from RMB 5.45 million in FY2023[49]. - The group announced a placement of 96 million shares to raise approximately HKD 15.6 million, with a net amount of about HKD 15.2 million after expenses[53][55]. - The proceeds from the placement were fully utilized for preliminary expenses related to cultural exhibition projects and general working capital[56]. - In FY2024, the group sold a non-wholly owned subsidiary for approximately RMB 2.6 million, with no other significant investments or acquisitions reported[57]. - The board did not recommend any final dividend for the year ending December 31, 2024, consistent with the previous year[61]. - No significant events affecting the group's business or financial performance were noted after December 31, 2024[62]. - The annual general meeting is scheduled for June 27, 2025, with a suspension of share transfer registration from June 24 to June 27, 2025[63]. - The company recorded a distribution reserve of approximately RMB 66,989,000 as of December 31, 2024, compared to RMB 76,983,000 in 2023[154]. - The company was listed on the main board of the Stock Exchange on March 30, 2023[141]. - The company has not experienced any significant disputes with suppliers, customers, or stakeholders during the fiscal year 2024[149]. - The company has complied with relevant laws and regulations, with no significant violations reported in the fiscal year 2024[148]. - The company’s main business remains unchanged in the fiscal year 2024, focusing on engineering contracting in China[137]. - The company’s financial performance and business review for the fiscal year 2024 are detailed in the management discussion and analysis section of the annual report[146]. - The company has undergone a restructuring process in preparation for its listing, as detailed in the prospectus[140]. - The company’s headquarters and main operating location are situated in Zhuzhou, Hunan Province, China[138]. - The board is committed to balancing shareholder interests with prudent capital management when considering dividend payments[145].

Real Estate Market Overview - For the year ended December 31, 2024, total investment in China's real estate sector was approximately RMB10.0 trillion, a year-on-year decrease of approximately 10.6%[15]. - Investment in residential properties amounted to approximately RMB7.6 trillion, representing a year-on-year decrease of 10.5%[15]. - The sales area of commercial properties was approximately 973.85 million square meters, down approximately 12.9% year-on-year, while the sales area of residential properties decreased by approximately 14.1%[15]. - Sales revenue of commercial properties was approximately RMB97 trillion, down approximately 17.1% from the previous year, with residential property sales decreasing by approximately 17.6%[15]. - The Central Government has implemented policies to support the real estate market, including lowering down payment ratios and reducing restrictions on housing purchases[16]. - Looking ahead to 2025, the company expects a gradual stabilization and recovery of the property market due to government measures supporting real estate enterprises[28]. - The macroeconomic outlook for 2025 suggests a gradual stabilization and recovery of the property market in China[64]. - The residential property market is expected to stabilize and gradually recover in 2025, with ongoing pre-sale and sale of residential properties in the Shandong Project[189]. Company Financial Performance - The total revenue of Xinming China for the year amounted to approximately RMB 86.8 million, representing a decrease of approximately RMB 333.5 million or 79.4% compared to the previous year[22]. - The loss attributable to shareholders increased to approximately RMB 542.5 million, up by approximately RMB 16.4 million or 3.1% from a loss of RMB 526.1 million in the previous year[22]. - Property sales recorded approximately RMB 85.4 million, a decrease of approximately RMB 333.5 million or 79.6% compared to RMB 418.9 million in 2023[27]. - The total gross floor area (GFA) of property sales delivered was approximately 7,451.3 sq.m., representing a decrease of approximately 88.3% compared to 63,413.5 sq.m. in 2023[27]. - The company reported a loss per share of approximately RMB 0.289, compared to RMB 0.281 in the previous year[23]. - Total revenue for the year was approximately RMB 86.8 million, a decrease of approximately RMB 333.5 million or approximately 79.2% compared to RMB 418.9 million in the previous year[76]. - Gross profit amounted to approximately RMB20.7 million, a decrease of approximately RMB32.8 million or 61.3% compared to RMB53.4 million in the same period last year[73]. - Operating loss increased by approximately RMB 34.1 million or approximately 6.0% to RMB 598.3 million, mainly due to decreased revenue and increased liquidated damages on borrowings[89]. Asset and Liability Management - As of December 31, 2024, total assets amounted to approximately RMB 2,144.7 million, while total liabilities were approximately RMB 5,694.0 million, resulting in total negative equity of approximately RMB 3,549.3 million[23]. - Total liabilities increased to approximately RMB5,694.0 million as of December 31, 2024, compared to approximately RMB5,175.2 million in 2023[43]. - The Group's total negative equity was approximately RMB3,549.3 million as of December 31, 2024, up from approximately RMB2,959.5 million in 2023[43]. - The current ratio of the Group decreased to 0.18:1 as of December 31, 2024, down from 0.22:1 as of December 31, 2023[110]. - The gearing ratio of the Group was (72.7)% as of December 31, 2024, compared to (110)% as of December 31, 2023[111]. - The net current liabilities of the Group were approximately RMB4,508.0 million, representing an increase of approximately RMB587.8 million or approximately 15.0% compared to RMB3,920.2 million as of December 31, 2023[109]. Strategic Initiatives and Future Plans - The company is focusing on the residential property development of the Shandong Project, with the fourth phase's main structure completed and presale expected to commence in March 2026[20]. - The company aims to accelerate the de-stocking of completed properties while exploring asset revitalization options, including changing property use and selling properties[30]. - The Management is negotiating with existing lenders to extend repayment schedules for outstanding borrowings to avoid immediate repayment demands[150]. - The Management is exploring financing arrangements with self-financed contractors to advance construction costs, with settlements based on sales proceeds[158]. - The Management is committed to implementing attractive sales promotion plans to ensure ample cash inflows due to weak market conditions[170]. - The Company has initiated proposals for capital restructuring and a rights issue to raise funds of up to HKD84.2 million for repaying borrowings and maintaining working capital[170]. - The Group plans to renovate commercial properties in Shanghai and Taizhou to enhance their value before sale, with renovation costs expected to be funded through a profit-sharing scheme or advanced receipts[179]. Audit and Compliance Issues - The auditors expressed a disclaimer of opinion on the consolidated financial statements due to multiple uncertainties affecting the Group's ability to continue as a going concern[136][143]. - The Group's ability to continue as a going concern is uncertain, dependent on generating sufficient financial and operating cash flows[146]. - The Audit Committee has been in close communication with Management regarding measures to improve cash flow, including renewing outstanding borrowings and accelerating property sales[185]. - The ongoing actions are intended to alleviate the Group's liquidity pressure and remove the Audit Modification[190]. - The Audit Committee believes the Group will have sufficient financial resources to continue as a going concern for the next 12 months[188].

Business Operations - The Group is primarily engaged in providing medical equipment finance leasing services, maternal and child postpartum care industry services, and trading of medical equipment and consumables in the PRC[21]. - The healthcare industry is expected to become a new economic breakthrough post-epidemic, with significant potential for value addition, prompting the Group to focus on medical equipment finance leasing and trading[22]. - China's medical equipment industry has maintained a high growth rate, becoming the second largest market globally, supported by national policies and the 14th Five-Year Plan[23]. - The Group's revenue from finance leasing services was RMB 9.2 million during the year, serving approximately 5,000 SMEs across 30 provinces in China[37][41]. - The Group plans to increase investment in research and development to enhance competitiveness in technology and products[30][33]. - By 2027, equipment investment in healthcare is expected to increase by over 25% compared to 2023, as outlined in the "Action Plan for Promoting Large-Scale Equipment Renewal" issued by the State Council[27][29]. - The medical device industry in China is projected to experience significant growth, supported by national policies and increasing health awareness among citizens[25][28]. - The Group's focus on the medical equipment and consumables trading business aligns with national policies aimed at promoting the medical equipment industry[30][36]. - The "Pharmaceutical Industry High-Quality Development Action Plan (2023-2025)" aims to enhance the supply capacity of high-end medical equipment and key technologies[26][29]. Financial Performance - The Group's revenue increased by approximately RMB 54.3 million or approximately 10.9%, from approximately RMB 498.0 million for the prior year to approximately RMB 552.3 million for the current year[82]. - The cost of sales increased from approximately RMB 375.0 million for the prior year to approximately RMB 465.7 million for the current year, driven by higher costs of medical equipment and consumables sold[83]. - Revenue from medical equipment and consumables trading rose from approximately RMB 417.0 million in the prior year to approximately RMB 493.2 million in the current year[85]. - The Group recorded a loss attributable to owners of approximately RMB 53.0 million for the year, compared to a profit of approximately RMB 14.6 million in the prior year[96]. - As of December 31, 2024, bank balances and cash were approximately RMB 13.0 million, down from RMB 108.3 million in the prior year[97]. - The Group's total equity as of December 31, 2024, was approximately RMB 302.1 million, down from RMB 315.3 million in 2023[101]. - The gearing ratio increased to approximately 37.7% in 2024 from 29.6% in 2023, attributed to the expansion of the Group's trading of medical equipment and consumables business[104]. - The Group's finance lease receivables increased to approximately RMB 112.2 million in 2024 from RMB 72.1 million in 2023, which were pledged to secure bank borrowings[112]. Risk Management - The Group recognizes the importance of an effective risk management system to mitigate various risks associated with finance leasing services[39][42]. - The risk management department conducts thorough due diligence on each customer, including on-site interviews and document reviews, to assess their financial standing and repayment ability[43]. - The Group's receivables are 100% secured and guaranteed as of December 31, 2024, compared to 99.5% in 2023[51]. - The approval process for finance leasing transactions involves a multi-level review system to evaluate potential risks and issues associated with each transaction[43]. - Post-drawdown management includes routine inspections and ongoing monitoring of leased assets to identify potential defaults early[45]. - The Group's risk management committee plays a crucial role in evaluating significant business decisions and ensuring compliance with entry criteria for customers[43]. - The Company has established risk management policies and rules to mitigate potential risks associated with its operations[149]. Maternal and Child Postpartum Care - The maternal and child postpartum care industry services recorded a revenue of RMB 24.2 million during the Year, reflecting a decline attributed to adverse macroeconomic conditions and intense price competition among postpartum care centers[54][58]. - The Group acquired a 51% equity interest in Wuhan Desheng Meimei Health Management Co., Ltd. for RMB 3.4 million, which provides postpartum care services in the PRC[55][57]. - Desheng Meimei was guaranteed to achieve a net profit after tax of no less than RMB 1.8 million for the period ending December 31, 2022, and RMB 2.2 million for the year ending December 31, 2023[58][60]. - The actual profit after tax for Desheng Meimei from the completion date to December 31, 2022, was approximately RMB 0.9 million, resulting in a failure to meet the profit guarantee[59][61]. - The Group exercised its right to request the Vendor to repurchase the 51% equity interest in Desheng Meimei due to unmet profit guarantees, leading to a lawsuit against the Vendor[59][61]. - In December 2023, the Shenzhen Nanshan District People's Court ordered the Vendor to repurchase the equity interest in Desheng Meimei, which was settled for RMB 1.3 million in June 2024[59][61]. - The Group also acquired a 54% equity interest in Wuhan Jiaenbei Health Management Co., Ltd. for RMB 3.24 million, which also provides postpartum care services[63][66]. - Jiaenbei was guaranteed to achieve a net profit after tax of no less than RMB 1.0 million for each year from the completion date to December 31, 2023, and for the year ending December 31, 2024[64][66]. - The actual profit after tax for Jiaenbei for the year ended December 31, 2022, was approximately RMB 0.3 million, resulting in a failure to meet the profit guarantee for that year[65]. - The Group entered into a supplemental agreement with Jiaenbei's vendors to revise the profit guarantee for future periods[65]. - Jiaenbei's actual profit after tax for the year ended 31 December 2023 was approximately RMB 0.3 million, resulting in the failure to meet the profit guarantee[68]. - The Group decided not to exercise the option to repurchase the 54% equity interest in Jiaenbei nor to request compensation for the profit guarantee shortfall for the year ended 31 December 2023[68]. - Jiaenbei's profit guarantee was revised, requiring a net profit after tax of no less than RMB 1.0 million for each of the years ending 31 December 2024 and 31 December 2025[68]. - The actual profit after tax for Jiaenbei for the year ended 31 December 2024 was approximately RMB 1.0 million, thus meeting the profit guarantee[69]. - The Group recognized an impairment loss on goodwill of approximately RMB 9.9 million and on trademarks of approximately RMB 8.5 million due to continuous operating losses at Dunnan Group[70]. - The acquisition of Wuhan Meikangmao Health Management Co., Ltd. was completed in April 2024 for a consideration of RMB 40.0 million[74]. - The Meikangmao Postpartum Care Center has been operating at a loss since its opening, leading to an agreement to transfer its site to another postpartum care center for five years[76]. - The Group recognized a goodwill impairment loss of approximately RMB 7.1 million related to the acquisition of Meikangmao[79]. Corporate Governance - The Company adopted and complied with the Corporate Governance Code to ensure proper regulation of business activities and decision-making processes[156]. - The Board is responsible for promoting the success of the Company by providing effective leadership and ensuring transparency and accountability in operations[158]. - The Company has implemented corporate governance practices appropriate for the growth of its business, ensuring compliance with GEM Listing Rules[160]. - The Board reserves decisions for all major matters, including financial information and material transactions, to maintain oversight and accountability[158]. - The Company has independent non-executive directors with extensive experience in finance, accounting, and corporate governance to guide its strategic direction[144][146]. - The Company has a balanced Board composition with two executive Directors, one non-executive Director, and three independent non-executive Directors, ensuring independent judgment[171]. - The Company has arranged appropriate liability insurance coverage for all Directors, which is reviewed regularly by the Board[166]. - The Nomination Committee ensures the Board's composition maintains a balance of skills, experiences, and diversity[171]. - The Board meets at least four times a year to review financial statements, operating performance, and overall strategies, with additional meetings arranged as necessary[198]. - Continuous professional development is mandated for all directors to ensure their contributions remain informed and relevant[190]. - Newly appointed directors receive comprehensive induction training to understand the group's structure, operations, and regulatory obligations[191]. - The Board regularly reviews the delegated functions and responsibilities of management to ensure effective oversight[167]. - Directors are appointed for an initial term of three years, with provisions for re-election and rotation at annual general meetings[186][187]. - The company adheres to the corporate governance code, ensuring a balance of power and authority between the board and management despite the dual role of the Chairman and CEO[184].