ANNOUNCEMENT OF RESULTSFOR THE YEAR ENDED 31 MARCH 2024

╱ Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.CHINA BEST GROUP HOLDING LIMITED 国华集团控股有限公司* (Incorporated in Bermuda with limited liability) (Stock Code: 370) ANNOUNCEMENT OF RESULTS FOR THE YEAR ENDED 31 MARCH 2024 The board (the “Board”) of directors (the “Directors”) of China Best Group Holding Limited (the “Company”) hereby announces the audited consolidated results of the Company and its subsidiaries (the “Group”) for the year ended 31 March 2024 together with the comparative figures for the year ended 31 March 2023 as follows: CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME For the year ended 31 March 2024 20242023 NOTES HK$’000 HK$’000 Revenue 4 214970 504665 Operating costs 7 (178625) (401092) Other income 6 12274 10133 Administrative and other expenses (67992) (50717) Staff costs 7 (53959) (72652) Finance costs 7 (30631) (36452) Fair value loss on step acquisition of subsidiaries – (1059) Unrealised (loss) gain on fair value change on investment properties (4903) 2051 *　For identification purposes only 1╱ 20242023 NOTES HK$’000 HK$’000 Realised gain on fair value change on financial assets at fair value through profit or loss – 6837 Net loss on disposal of subsidiaries (313) – Gain on disposal of associates 239 – Gain on deregistration of a subsidiary – 2769 Impairment loss on finance lease receivable (4337) – Impairment loss on trade and other receivables (5230) (198933) Impairment loss on loans and interest receivables 13 (7492) (59616) Impairment loss on goodwill (2403) (12197) Impairment loss on contract assets – (9331) Share of loss of associates (9) (482) Loss before tax (128411) (316076) Income tax expense 8 (3372) (16054) Loss for the year 7 (131783) (332130) Other comprehensive income (expenses) Items that may be reclassified to profit or loss: Exchange differences arising on translation of foreign operations (19745) (44779) Translation reserve released upon deemed disposal of a joint venture – 51 Translation reserve released upon deregistration of a subsidiary – 38 Translation reserve released upon disposal of associates 877 – Translation reserve released upon disposal of subsidiaries 434 – 2╱ 20242023 NOTES HK$’000 HK$’000 Items that will not be subsequently reclassified to profit or loss: Fair value (loss)/gain on financial assets at fair value through other comprehensive income (3520) 140 (21954)(44550) Total comprehensive expenses for the year (153737) (376680) (Loss) Profit for the year attributable to: – owners of the Company (131062) (333793) – non-controlling interests (721) 1663 (131783)(332130) Total comprehensive expenses for the year attributable to: – owners of the Company (150733) (374665) – non-controlling interests (3004) (2015) (153737)(376680) Restated Loss per share – Basic and diluted (HK cents) 10 (6.90) (19.80) 3╱ CONSOLIDATED STATEMENT OF FINANCIAL POSITION As at 31 March 2024 20242023 NOTES HK$’000 HK$’000 Non-current assets Property plant and equipment 271102 295437 Right-of-use assets 10901 3716 Investment properties 110142 121433 Goodwill 249374 255626 Intangible asset 811 811 Interests in associates – 22251 Financial assets at fair value through other comprehensive income 5260 8780 Loans receivables 13 – 44300 Regulatory deposits 205 205 647795752559 Current assets Inventory 3682 6416 Finance lease receivables 11 – 4546 Loans and interest receivables 13 311896 297773 Other loan and interest receivables 10226 24564 Trade and other receivables 12 387508 450696 Contract assets 307394 303604 Amounts due from an associate 186 – Pledged bank deposit 16229 – Bank balances and cash – trust and segregated accounts 3786 3867 Bank balances and cash – general accounts 34235 50134 10751421141600 4╱ 20242023 NOTES HK$’000 HK$’000 Current liabilities Trade and other payables 14 572696 620765 Contract liabilities 16029 15419 Lease liabilities 5095 3682 Trust loans 216389 228472 Short term loans 17250 6529 Bank loans 99539 93674 Tax liabilities 31691 34880 9586891003421 Net current assets 116453 138179 Total assets less current liabilities 764248 890738 Non-current liabilities Long-term loan – 343 Lease liabilities 6176 – 6176343 NET ASSETS 758072 890395 Capital and Reserves Share capital 209150 152529 Share premium and reserves 509914 688798 Equity attributable to owners of the Company 719064 841327 Non-controlling interests 39008 49068 TOTAL EQUITY 758072 890395 5╱ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 1. BASIS OF PREPARATION The consolidated financial statements have been prepared in accordance with the Hong Kong Financial Reporting Standards (“HKFRSs”) issued by the Hong Kong Institute of Certified Public Accountants (the “HKICPA”). In addition the consolidated financial statements include applicable disclosures required by the Rules Governing the Listing of Securities (the “Listing Rules”) on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) and by the Hong Kong Companies Ordinance.The consolidated financial statements have been prepared on the historical cost basis except for certain financial instruments and investment properties that are measured at fair values at the end of each reporting period. 2. APPLICATION OF NEW AND REVISED HONG KONG FINANCIAL REPORTING STANDARDS (a) New and amended standards adopted by the Group In the current year the Group has adopted the following new and revised HKFRSs (which include all HKFRSs Hong Kong Accounting Standards (“HKAS”) and Interpretations) issued by HKICPA for the first time for the consolidated financial statements.HKFRS 17 Insurance Contracts HKAS 1 (Amendments) Amendments in relation to disclosure of accounting policies HKAS 8 (Amendments) Amendments in relation to definition of accounting estimates HKAS 12 (Amendments) Amendments in relation to deferred tax related to assets and liabilities arising from a single transaction HKAS 12 (Amendments) Amendments in relation to international tax reform – pillar two model rules The Group concluded that the application of the amendments to HKAS in the current year has had no material impact on the amounts reported and/or disclosures set out in the consolidated financial statements. 6╱ (b) New standards and amendments to standards issued but not yet effective for the accounting period beginning on 1 April 2023 and not early adopted by the Group Effective for accounting periods beginning on or after HKFRS 16 (Amendments) Amendments in relation to lease liability in a sale and 1 January 2024 leaseback HKFRS 7 and HKAS 7 Amendments in relation to supplier finance 1 January 2024 (Amendments) arrangements HKAS 1 (Amendments) Amendments in relation to classification of liabilities as 1 January 2024 current or non-current HKAS 1 (Amendments) Amendments in relation to non-current liabilities with 1 January 2024 covenants HK–Int 5 Amendments in relation to Amendments to HKAS 1 1 January 2024 HKAS 21 (Amendments) Amendments in relation to lack of exchangeability 1 January 2025 HKFRS 10 and HKAS 28 Amendments in relation to sale or contribution of assets To be determined (Amendments) between an investor and its associate or joint venture The Group is in the process of making an assessment on the impact of these new standards and amendments to standards but is not yet in a position to state whether these new standards and amendments to standards would have a material impact on its result of operations and financial position. 7╱ 3. GOING CONCERN The Group incurred a loss attributable to owners of the Company of approximately HK$131062000 for the year ended 31 March 2024. Further the Group had not repaid trust loans of approximately HK$216389000 and accrued interests of approximately HK$28644000 thereon upon maturity on or before 31 March 2024 while it is still negotiating with the lender for extension of loan period. Therefore it might be difficult for the Group to realise its assets and discharge its liabilities in a short time under the normal course of business. These consolidated financial statements have been prepared on a going concern basis as the Directors have performed an assessment of the Group’s future liquidity and cash flows taking into account the following relevant matters: (i) The Group is negotiating with the lender to repay the trust loans based on a mutually agreed repayment schedule.(ii) The Directors considered that even in any event that the Group could not reach a mutually agreed repayment schedule with the lender in future it would not significantly affect the continuity of most of the Group’s businesses. It is expected that value of securities pledged to the lender for the trust loans is sufficient to cover substantial portion of the trust loans and the remaining portion of the trust loans could be settled by cash inflow generated from the Group’s future operation.(iii) The Company has received a supporting letter from one of its substantial shareholders in relation to prospective financing of no less than HK$50000000 to support the Group’s business development in 12 months from the letter date.Accordingly the Directors are of the opinion that it is appropriate to prepare the consolidated financial statements on a going concern basis. Should the Group be unable to continue as a going concern adjustments would have to be made to the consolidated financial statements to adjust the value of the Group’s assets to their recoverable amounts to provide for any further liabilities which might arise and to reclassify non-current assets and liabilities as current assets and liabilities respectively. These conditions indicate a material uncertainty which may cast significant doubt on the Group’s ability to continue as a going concern. 8╱ 4. REVENUE An analysis of the Group’s revenue for the year is as follows: 20242023 HK$’000 HK$’000 Trading of goods – 111478 Provision of international air and sea freight forwarding services 1621 1816 Consultancy income from finance leases – 537 Interest income from money lending 7455 7902 Brokerage commission and consultancy income from securities and future brokerage related services 45 293 Brokerage commission and consultancy income from property brokerage service – 814 Heating and cooling supply by geothermal energy 16425 18718 Construction contracting services fee income 102734 230100 Interior design service income 254 6482 Project management service income 10792 31371 Heating supply and industrial steam income 51928 60406 Rental income 6333 6624 Data analytical service income 17383 28124 214970504665 20242023 HK$’000 HK$’000 Revenue from contracts with customers (Note) 201182 490139 Revenue from other sources: Interest income from money lending 7455 7902 Rental income from investment properties 6333 6624 214970504665 Timing of recognition of revenue from contracts with customers: At a point in time 1621 113295 Over time 199561 376844 201182490139 9╱ Note: Disaggregation of revenue from contracts with customers: Year ended 31 March 2024 Heating International and cooling Securities air and supply of Building Customised Trading Finance and futures sea freight Property geothermal construction technical Project Centralised of goods leasing brokerage forwarding brokerage energy contracting support management heating Total HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 Geographic Markets Hong Kong – – 45 – – – – – – – 45 People’s Republic of China (“PRC”) – – – – – 16425 102734 17637 10792 51928 199516 Singapore – – – 1621 – – – – – – 1621 ––451621–16425102734176371079251928201182 Major Products/Services Trading of electronic products – – – – – – – – – – – Financial services – – 45 – – – – – – – 45 International air and sea freight forwarding services – – – 1621 – – – – – – 1621 Property brokerage and consultancy services – – – – – – – – – – – Heating and cooling supply by geothermal energy – – – – – 16425 – – – – 16425 Building construction contracting services – – – – – – 102734 – – – 102734 Interior design services – – – – – – – 254 – – 254 Data analytical services – – – – – – – 17383 – – 17383 Project management services – – – – – – – – 10792 – 10792 Heating supply and industrial steam – – – – – – – – – 51928 51928 ––451621–16425102734176371079251928201182 Timing of recognition of revenue from contracts with customers At a point in time – – – 1621 – – – – – – 1621 Over time – – 45 – – 16425 102734 17637 10792 51928 199561 ––451621–16425102734176371079251928201182 10╱ Year ended 31 March 2023 Heating International and cooling Securities air and supply of Building Customised Trading Finance and futures sea freight Property geothermal construction technical Project Centralised of goods leasing brokerage forwarding brokerage energy contracting support management heating Total HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 Geographic Markets Hong Kong – – 293 – – – – – – – 293 PRC 111478 537 – – 814 18718 230100 34606 31371 60406 488030 Singapore – – – 1816 – – – – – – 1816 111478537293181681418718230100346063137160406490139 Major Products/Services Trading of electronic products 111478 – – – – – – – – – 111478 Financial services – 537 293 – – – – – – – 830 International air and sea freight forwarding services – – – 1816 – – – – – – 1816 Property brokerage and consultancy services – – – – 814 – – – – – 814 Heating and cooling supply by geothermal energy – – – – – 18718 – – – – 18718 Building construction contracting services – – – – – – 230100 – – – 230100 Interior design services – – – – – – – 6482 – – 6482 Data analytical services – – – – – – – 28124 – – 28124 Project management services – – – – – – – – 31371 – 31371 Heating supply and industrial steam – – – – – – – – – 60406 60406 111478537293181681418718230100346063137160406490139 Timing of recognition of revenue from contracts with customers At a point in time 111478 – 1 1816 – – – – – – 113295 Over time – 537 292 – 814 18718 230100 34606 31371 60406 376844 111478537293181681418718230100346063137160406490139 11╱ Trading of goods Revenue from the trading of goods is recognised when the goods are delivered and titles have passed at which time all the following conditions are satisfied: – the Group has transferred to the buyer the significant risks and rewards of ownership of the goods; – the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; – the amount of revenue can be measured reliably; – it is probable that the economic benefits associated with the transaction will flow to the Group; and – the costs incurred or to be incurred in respect of the transaction can be measured reliably.Sales to customers are normally made with credit terms of 90 days.Finance leasing Consultancy income from finance leasing is recognised in the accounting period in which the services are rendered.The customers pay the consultancy service fee to the Group according to the payment schedules as stipulated in the contracts.Securities and futures brokerage Commission income on dealing in securities and futures contract is recognised on a trade date basis when the services are rendered the amount for which can be reliably estimated and it is probable that the income will be received. The commission income is due on the settlement date of their respective trade dates normally two or three business days after the respective trade date.Consultancy income from securities and future brokerage related services is recognised in the accounting period in which the services are rendered. The customers pay the consultancy service fee to the Group according to the payment schedules as stipulated in the contracts.International air and sea freight forwarding Income from provision of freight forwarding services is recognised when the services are provided. The Group normally allow credit period of 90 days.Property brokerage Commission income on dealing in property agency contract is recognised when the services are rendered the amount for which can be reliably estimated and it is probable that the income will be received. The customers pay the commission income to the Group upon the sales of property is completed.Consultancy income from property brokerage related services is recognised in the accounting period in which the services are rendered. The customers pay the consultancy service fee to the Group according to the payment schedules as stipulated in the contracts. 12╱ Heating and cooling supply by geothermal energy Income from heating and cooling supply by geothermal energy is recognised when the services are rendered. The customers pay the fee according to the heating and cooling supply actually consumed.Building construction contracting The Group provides construction contracting services to the customers. When the progress towards complete satisfaction of the performance obligations of a construction contract can be measured reasonably revenue from the contract and the contract costs are recognised using the percentage of completion method measured by reference to the percentage of contract costs incurred to date to the estimated total contract costs for the contract. This method provides the most reliable estimate of the percentage of completion.When the progress towards complete satisfaction of the performance obligations of a construction contract cannot be measured reasonably revenue is recognised only to the extent of contract costs incurred that is expected to be recoverable.The customers pay the contract prices to the Group according to the payment schedules as stipulated in the contracts.If the service rendered by the Group exceeds the payments a contract asset is recognised. If the payments exceed the service rendered a contract liability is recognised.Customised technical support The Group provides customised technical support services which include building architecture and interior design services and data analytical services to the customer. Building architecture and interior design services income and data analytical services income are recognised when the services are rendered the amount for which can be reliably estimated and they are probable that the income will be received. The customers pay the services income to the Group according to the payment schedules as stipulated in the contracts.Project management Revenue from the Group’s project management business derived from entrusted construction agreements and management services. Project management service income is recognised when the services are rendered the amount for which can be reliably estimated and it is probable that the income will be received. The customers pay the service income to the Group according to the payment schedules as stipulated in the contracts.Centralised heating Heating supply and industrial steam income is recognised when the services are rendered. The customers pay the fee according to the heating and industrial steam actually consumed. 13╱ 5. SEGMENT INFORMATION Information reported to the Directors being the chief operating decision maker for the purpose of resource allocation and assessment of segment performance focuses on the type of goods sold or services delivered or provided. The Directors have chosen to organise the Group around difference in products and services. No operating segments identified by the chief operating decision maker have been aggregated in arriving at the reportable segments of the Group.Specifically the Group’s reportable segments are as follows: (a) Trading of goods segment engages in trading of products including but not limited to electronic appliance in the PRC; (b) Finance leasing segment engages in finance leasing of plant and machinery as well as providing consultancy services with respect of finance leasing in the PRC; (c) Money lending segment engages in money lending in Hong Kong; (d) Securities and futures brokerage segment engages in securities and futures dealing services as well as providing consultancy services with respect of securities and futures brokerage in Hong Kong; (e) International air and sea freight forwarding segment engages in the provision of international air and sea freight forwarding and logistic services to customers in Singapore; (f) Property investment segment engages in investments of properties for rental income and capital appreciation in the PRC; (g) Customised technical support segment engages in provision of building architecture and interior design services and data analytical services in the PRC; (h) Property brokerage segment engages in provision of property agency and consultancy service in the PRC; (i) Project management segment engages in entrusted construction and projects management services in the PRC; (j) Geothermal energy segment engages in provision of heating and cooling supply by geothermal energy to buildings in the PRC; (k) Building construction contracting segment engages in provision of building construction contracting service on project basis in the PRC; and (l) Centralised heating segment engages in the business of using coal-fired boilers to provide centralised heating including industrial steam through centralised pipe networks in the PRC. 14╱ The following is an analysis of the Group’s revenue and results by reportable and operating segments.Year ended 31 March 2024 International Securities air and Customised Building Trading of Finance Money and futures sea freight Property technical Property Project Geothermal construction Centralised goods leasing lending brokerage forwarding investment support brokerage management energy contracting heating Total HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 Revenue from external customers – – 7455 45 1621 6333 17637 – 10792 16425 102734 51928 214970 Reportable segment profit/(loss) (15389) (1148) (2456) (6665) (551) 241 6521 (3789) (29337) (5829) (15362) (19725) (93489) Share of loss of associates (9) Gain on disposal of a subsidiary 205 Gain on disposal of associates 239 Unallocated corporate income 4364 Unallocated corporate expenses (39721) Loss before tax (128411) Year ended 31 March 2023 International Securities air and Customised Building Trading of Finance Money and futures sea freight Property technical Property Project Geothermal construction Centralised goods leasing lending brokerage forwarding investment support brokerage management energy contracting heating Total HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 Revenue from external customers 111478 537 7902 293 1816 6624 34606 814 31371 18718 230100 60406 504665 Reportable segment profit/(loss) (192228) (100) (55380) (16761) (310) 7342 13307 (6399) (26987) (2985) 14827 (22285) (287959) Share of loss of associates (482) Gain on deregistration of a subsidiary 2769 Fair value loss on step acquisition of subsidiaries (1059) Unallocated corporate income 11664 Unallocated corporate expenses (41009) Loss before tax (316076) Segment results represent the (loss from) profit earned by each segment without allocation of central administration costs Directors’ emoluments depreciation of certain property plant and equipment and right-of-use assets share of loss of associates gain on disposal of a subsidiary gain on disposal of associates net foreign exchange loss loss on disposal of property plant and equipment interest expense on certain lease liabilities and trust loans interest income from other loan receivables bank interest income dividend income and sundry income. This is the measure reported to the chief operating decision maker for the purposes of resource allocation and performance assessment. 15╱ 6. OTHER INCOME 20242023 HK$’000 HK$’000 Interest income from – bank 377 66 – other loans receivables 1098 1406 – promissory note receivable – 3055 Government grant (Note) 3512 4610 Reversal of impairment loss on finance lease receivable 4398 696 Gain on lease modification – 49 Dividend income 1972 – Sundry income 917 251 1227410133 Note: During the year the government grants received by the Group included: (i) a government grant from Singapore of approximately HK$2000 (2023: HK$4000) in relation to the job credit scheme in Singapore on the condition that the Group has made CPF contributions in Singapore. The government grant has been recognised in the same years in which the expenses were recognised; and (ii) a government grant from the PRC of approximately HK$3510000 (2023: HK$3982000) mainly in relation to the subsidies on heating supply services provided by geothermal energy segment and centralised heating segment without condition. 16╱ 7. LOSS FOR THE YEAR The Group’s loss for the year is stated after charging the following: 20242023 HK$’000 HK$’000 Operating costs Cost of trading goods sold – 109829 Cost of providing international air and sea freight forwarding services 1031 1184 Cost of providing securities and futures brokerage related services 1 1 Cost of providing property brokerage and consultancy services 1595 1012 Cost of heating and cooling supply by geothermal energy 13134 13338 Cost of providing construction contracting services 93808 191813 Cost of providing heating supply and industrial steam 64120 73961 Cost of providing project management service 3376 4843 Cost of providing data analytical services 1560 5111 178625401092 Staff costs Directors’ emoluments 6845 6860 Other staff costs 36198 51239 Retirement benefits scheme contributions (excluding those for Directors) 7997 10103 Share-based payment – employees 2919 4450 5395972652 Finance costs Interest expense on lease liabilities 421 1452 Interest expense on bank loans 4062 5265 Interest expenses on short-term loans – 311 Interest expense on trust loans 26148 28594 Interest expense on consideration payable – 830 3063136452 17╱ 20242023 HK$’000 HK$’000 Other items Auditor’s remuneration 1300 1300 Bad debts written off 5907 – Depreciation of property plant and equipment 11663 13511 Depreciation of right-of-use assets 6393 14020 Net foreign exchange loss 127 47 Loss on disposal of property plant and equipment 910 230 Repair and rectification costs (Note) 13692 – Share-based payment – consultants 117 2117 Cost of inventories recognised as expenses – 109829 Note: During the year a wholly-owned subsidiary of the Company Shaanxi Jiangwei Construction Engineering Co.Ltd.*（ 陕西江威建筑工程有限公司） (“Shaanxi Jiangwei”) was ordered by the local court to pay repair and rectification costs of approximately RMB12568000 (equivalent to approximately HK$13692000) in relation to a construction project in Xiangshan Ningbo. 18╱ 8. INCOME TAX EXPENSE 20242023 HK$’000 HK$’000 Current tax: PRC Enterprise Income Tax 3372 7593 Over provision in prior years: PRC Enterprise Income Tax – (223) Deferred tax: Current year – 8684 337216054 Hong Kong Profits Tax has not been provided for the years ended 31 March 2024 and 2023 as the loss for the taxation purpose is estimated during both periods.Under the Law of the PRC on Enterprise Income Tax (the “EIT Law”) and Implementation Regulation of the EIT Lawthe tax rate of the PRC subsidiaries except for Beijing Shuwu Big Data Research Company Limited*（北京数巫大数据研究有限公司）(“Beijing Shuwu”) is 25%.Beijing Shuwu which is principally engaged in provision of financial information solution and data analytical services in the PRC and qualified as high-tech enterprise that needs key support is entitled to enjoy a lower tax rate of 15% pursuant to Article 28 of the EIT Law. 9. DIVIDEND No dividend was paid or proposed during the year ended 31 March 2024 nor has any dividend been proposed since the end of the reporting period (2023: nil). 19╱ 10. LOSS PER SHARE The calculation of the basic and diluted loss per share attributable to the owners of the Company is based on the following data: 20242023 HK$’000 HK$’000 Loss Loss for the purpose of basic and diluted loss per share (Loss for the year attributable to owners of the Company) (131062) (333793) 20242023 ’000’000 Restated Number of shares Weighted average number of ordinary shares for the purpose of basic and diluted loss per share 1899858 1686060 On 26 July 2023 the Company proposed to implement the right issue (the “Rights Issue”) on the basis of two (2) rights shares (the “Rights Share(s)”) for every five (5) existing shares held on 24 August 2023 at the subscription price of HK$0.16 per Right Share. The Right Issue was completed on 21 September 2023. As a result of the Rights Issue the weighted average number of ordinary shares adopted in the calculated of the basic and diluted loss per share for the year ended 31 March 2023 have been adjusted retrospectively.The computation of diluted loss per share for the year ended 31 March 2024 does not assume the exercise of the Company’s outstanding share options because the exercise price of those shares is higher than the average market price of the Company’s shares.There was no dilutive potential ordinary shares during the year ended 31 March 2023 and therefore diluted loss per share is equal to basic loss per share. 20╱ 11. FINANCE LEASE RECEIVABLES All interest rates inherent in the leases are fixed at the contract date over the lease terms. 20242023 HK$’000 HK$’000 Finance lease receivables 41849 47897 Less: allowance for impairment of finance lease receivables (41849) (43351) Finance lease receivables net – 4546 Analysed for reporting purposes as current assets – 4546 Present value of Minimum lease payments minimum lease payments 2024202320242023 HK$’000 HK$’000 HK$’000 HK$’000 Finance lease receivables comprise: Within one year and present value of minimum lease payment receivables – 4546 – 4546 As at 31 March 2024 there were a total 4 (2023: 4) outstanding finance leases with outstanding principal amounts from approximately HK$4306000 (2023: approximately HK$4546000) to approximately HK$19598000 (2023: approximately HK$20055000) amounting to a total outstanding principal amount of approximately HK$41849000 (2023: approximately HK$47897000). To the best knowledge information and belief of the Directors all these corporate borrowers and their respective ultimate beneficial owners are independent of the Company and its connected persons (as ascribed under the Listing Rules). 21╱ Effective interest rates of the above finance leases is 6% (2023: 6%) per annum. As at 31 March 2024 and 2023 all the finance lease are secured by the leased assets such as motor vehicle plant and machinery leased and/or share pledges and/or are guaranteed by individual who is the corporation’s owner or connected person of the owner and/or other corporation which is a related party to the corporate client.Before accepting any finance lease arrangement the Group assesses the financial strength of the lessee and considers the credit limit granted to the lessee. In addition the Group may request for the guarantor with strong financial status where necessary.As at 31 March 2024 finance lease receivables before allowance for impairment of approximately RMB38680000 equivalent to approximately HK$41849000 (2023: approximately RMB41928000 equivalent to approximately HK$47897000) were past due. For such overdue finance lease receivables impairment losses of approximately RMB37948000 (equivalent to approximately HK$43351000) were made in past years based on grounds that the Group had either taken legal actions against these customers or assessed the customers’ latest operating and financial position by site visit and considered the legal opinion from independent legal advisers. Due to customer’s default in payment and severe liquidity problem the Group took legal action against a customer and made a full impairment loss on the finance lease receivables due from this customer amounting to RMB3981000 (equivalent to approximately HK$4546000) during the year. As a result the entire overdue amount of finance lease receivables approximately RMB38680000 (equivalent to approximately HK$41849000) was fully impaired as at 31 March 2024 (2023: approximately RMB37948000 equivalent to approximately HK$43351000).Management closely monitors the credit quality of finance lease receivables. As at 31 March 2024 the age of the finance lease receivables was over three years (2023: over three years) based on the effective dates of the relevant lease contracts. 22╱ 12. TRADE AND OTHER RECEIVABLES 20242023 HK$’000 HK$’000 Trade receivables arising from trading business 169836 179320 Less: allowance for impairment (169836) (179320) –– Trade receivables arising from finance leasing business 4815 5083 Less: allowance for impairment (487) (514) 43284569 Trade receivable arising from project management business 42249 67508 Less: allowance for impairment (5193) (15084) 3705652424 Trade receivable arising from customised technical support business 21386 32778 Less: allowance for impairment – (400) 2138632378 Trade receivable arising from property brokerage business 2894 14655 Less: allowance for impairment – (4629) 289410026 Trade receivables arising from international air and sea freight forwarding business – 32 Trade receivables arising from the securities and futures brokerage business 227 228 Trade receivable arising from geothermal energy business 1292 1473 Trade receivable arising from property investment business 1446 – Trade receivable arising from building construction contracting business 15129 18404 Trade receivable arising from centralised heating business 945 321 Prepayments 88635 103025 Value-added tax recoverable 3834 5244 Deposits and other receivables 73506 78101 Receivables from disposal of a subsidiary 23226 24523 Construction deposits 113604 119948 387508450696 23╱ The Group allows an average credit period normally ranging from 30 days to 180 days (2023: 30 days to 180 days) to its customers. The following is an aged analysis of trade receivables (net of allowance for doubtful debt) presented based on the invoice date or the payment date as stated in the respective contracts at the end of the reporting period which approximates the respective revenue recognition date.Building Customised Finance Geothermal construction Centralised Project technical Property Property Trading leasing energy contracting heating management support brokerage investment business business business business business business business business business HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 2024: Within 30 days – – – – 116 622 – – 571 31-60 days – – – – 110 622 – – 571 61-90 days – – – – 239 622 – – 304 Over 90 days – 4328 1292 15129 480 35190 21386 2894 – –4328129215129945370562138628941446 International air and Building Customised Finance sea freight Geothermal construction Centralised Project technical Property Trading leasing forwarding energy contracting heating management support brokerage business business business business business business business business business HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 2023: Within 30 days – – 32 – – 167 2833 14268 173 31-60 days – – – – – 14 2250 537 – 61-90 days – – – – – 140 2250 537 – Over 90 days – 4569 – 1473 18404 – 45091 17036 9853 –456932147318404321524243237810026 The settlement term of trade receivables arising from the securities brokerage business are two trade days after the trade execution date. The trade receivables from futures brokers are repayable on demand which represent amounts deposited for trade execution purpose.Included in the Group’s trade receivable balance are debtors with aggregate carrying amount of approximately HK$82393000 (2023: HK$100701000) which were past due at the end of the reporting period and for which the Group has not provided for doubtful debt. The Group does not hold any collateral over these balances. 24╱ The aging analysis of trade receivables that were past due but not impaired based on the invoice date or the payment date as stated in the respective contracts at the end of reporting date which approximately the respective revenue recognition date is as follows: 20242023 HK$’000 HK$’000 Within 30 days 687 340 31–60 days 681 2019 61–90 days 543 2145 Over 90 days 80482 96197 82393100701 Trade receivables that were past due but not impaired related to a number of independent customers that have a good track record with the Group. Based on the past experience the management believes that no impairment allowance is necessary in respect of these balances as there has not been a significant change in credit quality and the balance are still considered fully recoverable.Trade receivables that were neither past due nor impaired related to customers for whom there was no recent history of default.The allowances of impairment recognised during the year ended 31 March 2024 are mainly as follows: (1) In January 2023 two customers of the Group’s trading business namely Shenzhen Wu Feng Ying Technology Co. Ltd.*（深圳市五丰盈科技有限公司）(“Wu Feng Ying”) and Shenzhen Feng Lei Industrial Co. Ltd.*（深圳市风雷实业有限公司）(“Feng Lei”) were found deregistered. All sales to Wu Feng Ying and Feng Lei were guaranteed by Shenzhen Shi Jia Hao Commercial Operation Co. Ltd.* （深圳市世佳豪商业运营有限公司） (“Shi Jia Hao” together with Wu Feng Ying Feng Lei and their respective ultimate beneficial owners referred as the “Defaulted Persons”). In February 2023 Shi Jia Hao was also found deregistered. Further details are set out in the Company’s announcement dated 23 March 2023. The Group had engaged the PRC legal adviser and initiated court proceedings against the ultimate beneficial owners of Wu Feng Ying Feng Lei and Shi Jia Hao (the “Defendants”) in front of the courts located at Shenzhen. For the civil proceedings in relation to Feng Lei the Group received a civil ruling（民事裁定书）from Luohu District People’s Court in Shenzhen（深圳市罗湖区人民法院） in October 2023 adjudicating in favor of the Group. For the civil proceedings in relation to Wu Feng Ying the Group has proceeded the lawsuit to Shenzhen Intermediate People’s Cour（t 深圳市中级人民法院） in May 2024 but the relevant case has not yet been heard. Having consulted with the PRC legal adviser the possibility of collecting overdue amounts owed by the Defaulted Persons is subject to the result of the courts’ judgement and the traceability and possibility in enforcement of the assets or properties of the Defendants. Despite the result of the courts’ judgement the Group does not have concrete information about traceable and enforceable assets or properties of the Defendants for the time being. Considering high uncertainty in the enforcement impairment loss on the entire amount due from the Defaulted Persons of approximately RMB156973000 (equivalent to approximately HK$169836000) had been recognised in the Group’s consolidated financial statements for the year ended 31 March 2023 and remained unchanged for the year ended 31 March 2024. 25╱ (2) One of the Group’s customers under real estate related businesses namely Ningbo Tiegong Real Estate Co. Ltd.*（ 宁波铁工置业有限公司） (“Ningbo Tiegong”) was filed a winding-up petition by its creditors on the ground of insolvency and the court appointed a manager for its liquidation accordingly. As at 31 March 2024 the total amount before allowance for impairment due by Ningbo Tiegong was approximately RMB106171000 (equivalent to approximately HK$114871000) representing (i) receivables under various real estate related businesses in amount of approximately RMB75037000 (equivalent to approximately HK$81185000) in nature of either ordinary debts or construction debts; and (ii) contract assets in amount of approximately RMB31134000 (equivalent to approximately HK$33686000) in nature of construction debts. The Group recognised the impairment loss of approximately RMB17607000 (equivalent to approximately HK$19050000) on receivables in nature of ordinary debts under various real estate related businesses and the impairment loss of approximately RMB8189000 (equivalent to approximately HK$8860000) on contract assets for the year ended 31 March 2023 based on the liquidation status of Ningbo Tiegong the result of lawsuits against Ningbo Tiegong and the manager of liquidation and the estimated value of assets of Ningbo Tiegong available for liquidation. With the result notified by the manager of liquidation in March 2024 the Group is unable to claim those receivables in nature of ordinary debts amounting to approximately RMB23029000 (equivalent to approximately HK$24957000). Considering costs of appeal and distributable assets available to debts classified as ordinary debts the Directors considered that those receivables in nature of ordinary debts cannot be recovered. As a result the total of (i) allowance for impairment losses of approximately RMB17607000 (equivalent to approximately HK$19050000) brought forward from last year and (ii) the remaining balance of receivables in nature of ordinary debts amounting to approximately RMB5422000 (equivalent to approximately HK$5907000) was written off as bad debts for the year ended 31 March 2024. 13. LOANS AND INTEREST RECEIVABLES 20242023 HK$’000 HK$’000 Loans receivables: Secured 40000 40000 Unsecured 358462 378404 398462418404 Interest receivables 46995 49738 Less: allowance for impairment of loan and interest receivables (133561) (126069) Loans and interest receivables net 311896 342073 Analysed for reporting purposes as: – Non-current assets – 44300 – Current assets 311896 297773 311896342073 26╱ As at 31 March 2024 there were a total of 15 (2023: 15) outstanding loans out of which 7 (2023: 7) loans were loans to individuals and 8 (2023: 8) loans were loans to corporations with principal amount per loan ranging from HK$3101000 (2023: HK$3101000) to approximately HK$44093000 (2023: approximately HK$46690000). Loans to the largest customer and top 5 customers constituted approximately 10% and 50% (2023: approximately 11% and 51%) of the total outstanding principal and interest amount of the loans respectively as at 31 March 2024. To the best knowledge information and belief of the Directors all these borrowers and their respective ultimate beneficial owners (in case of corporate clients) are independent of the Company and its connected persons (as ascribed under the Listing Rules).The loans to individuals in aggregate amount of approximately HK$144282000 (2023: approximately HK$147833000) are unsecured and unguaranteed. Considering the corporation is in the nature of limited liability the loans to corporations in aggregate amount of approximately HK$254180000 (2023: approximately HK$270571000) are either secured or guaranteed. Among the loans to corporations one loan in the amount of HK$40000000 (2023: HK$40000000) is secured by a segregated portfolio account of an investment fund and the remaining loans in the total amount of approximately HK$214180000 (2023: approximately HK$230571000) are backed by guarantees respectively provided by individual who is the corporation’s owner or connected person of the owner and/or other corporation which is a related party to the corporate borrower.The loans advanced to the borrowers under the Group’s money lending business normally had loan periods from 6 to 54 months (2023: 6 to 54 months). The loans provided to borrowers bore interest rate ranging from 8%–15% per annum (2023: 8%–15% per annum) depending on the individual credit evaluations of the borrowers. These evaluations focus on the borrowers’ financial background individual credit rating current ability to pay and take into account information specific to the borrowers as well as the guarantees and/or security from the borrowers (where necessary).The loans provided to borrowers are repayable in accordance with the loan agreements in which the principal amounts are repayable on maturity and the interests are repayable half-yearly yearly or on maturity.The following is an aged analysis of loans and interest receivables (net of allowance for impairment) presented based on the dates which loans are granted to borrowers and interests are accrued. 20242023 HK$’000 HK$’000 Within 90 days 12791 15245 91 – 180 days 896 1034 181 – 365 days 1673 29792 Over 365 days 296536 296002 311896342073 27╱ As at 31 March 2024 loans and interest receivables before allowance for impairment of approximately HK$397810000 (2023: approximately HK$378735000) were past due. Included in the carrying amount of the above loans and interest receivables as at 31 March 2024 receivables of approximately HK$133561000 (2023: HK$126069000) which impairment was made based on the credit risks assessed. During the year ended 31 March 2024 impairment of approximately HK$7492000 (2023: HK$59616000) has been made for loans and interest receivables of which the related credit risks increased. The Group assessed the credit risks associated with loan and interest receivable of each borrower by assigning the credit rating with reference to the repayment track record the financial position and market benchmark to compute the impairment ratio (or expected credit loss ratio). Details are as follows: Impairment Impairment loss loss Impairment as at recognised/ loss as at Interest Impairment 1 April (reversed) 31 March Borrowers Principal receivables ratio 2023 for the year 2024 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 (a) (b) (c) (d) (e)=(f)-(d) (f)=(a+b) x c Category A 63628 5243 100% 68871 – 68871 Category B 79336 4803 46.0%-60.1% 44116 1221 45337 Category C 255498 36949 1.2%-14.8% 12423 6930 19353 Category D – – N/A 659 (659) – 1260697492133561 Impairment loss Impairment loss Impairment as at recognised/ loss as at Interest Impairment 1 April (reversed) 31 March Borrowers Principal receivables ratio 2022 for the year 2023 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 (a) (b) (c) (d) (e)=(f)-(d) (f)=(a+b) x c Category A 63628 5243 100% 51450 17421 68871 Category B 82016 5055 42.3%-57.3% – 44116 44116 Category C 200287 33511 1.2%-11.8% 15003 (2580) 12423 Category D 72473 5930 0.8% – 659 659 6645359616126069 28╱ In computing the impairment ratio (or expected credit loss ratio) the Group performed the following procedures: (a) to identify categories of loans and interest receivables with the same or similar credit risks by considering the following factors: (1) whether the borrower and guarantor (if applicable) is in bankruptcy and/or has ceased the operation in case of corporate client; (2) whether the borrower has settled the principal and/or interest during the year; (3) whether the principal has been defaulted; (4) whether the borrower can provide supporting documents to demonstrate its or his solvency; (5) whether the borrower is a public figure; and (6) whether the borrower can provide other indications of recoverability. the main characteristic of each category is as follows: Category A: Borrower(s) and guarantor (if applicable) have been in bankruptcy and/or ceased the operation in case of corporate client.Category B: Borrower(s) defaulted the principal repayment upon maturity and could not provide supporting documents to demonstrate its or his solvency.Category C: Borrower(s) defaulted the principal repayment upon maturity but could be able to provide supporting documents to demonstrate its or his solvency or is a public figure.Category D: Borrower(s) did not default the principal repayment upon maturity and had settled some principal and/or interest during the year.(b) to refer to the historical rates of the respective categories based on the market benchmark; (c) to adjust the historical rates by forward-looking factors such as the GDP movements; and (d) to compute impairment ratio (or expected credit loss ratio) for impairment loss assessment. 29╱ Subsequent to the end of the reporting period approximately HK$3100000 (2023: HK$3364000) were settled. The remaining past due amount of approximately HK$261149000 (2023: HK$249302000) are due from several borrowers with whom the Group is negotiating practicable repayment terms and schedules. Accordingly the Directors considered that no further impairment loss is necessary. Save for the aforesaid secured loans the Group does not hold collateral over other balances. 14. TRADE AND OTHER PAYABLES 20242023 HK$’000 HK$’000 Trade payables arising from securities and futures brokerage business 4013 4095 Trade payables arising from international air and sea freight forwarding business – 63 Trade payables arising from property brokerage business 436 484 Trade payables arising from geothermal energy business 48827 56905 Trade payables arising from centralised heating business 62094 49068 Trade payables arising from building construction contracting business 239676 271267 Earnest money from finance lease receivables – 1828 Accrued charges 15119 17264 Consideration payables 18000 37847 Advance from subcontractor 92930 102375 Trust loans interest payable 28644 30312 Other payables 62957 49257 572696620765 For trade payables arising from the securities and futures brokerage business no aging analysis is disclosed for the Group’s margin and cash clients as these clients were carried on an open account basis the aging analysis does not give additional value in the view of the nature of business of securities brokerage.For trade payables arising from property brokerage business no aging analysis is disclosed as the Group is yet to receive invoices at the end of the reporting period. The payables is accrued based on the monthly statements agreed with the respective agents. According to the relevant agency contracts the invoices will be billed in the following month and the settlement terms is within 3 business days from the invoices date.For trade payables arising from geothermal energy business centralised heating business and building construction contracting business they are mainly accrued and settled based on the progress of performance and the settlement obligation as stipulated in the respective contracts. The Group has financial risk management policies in place to ensure that all payables are settled within the credit timeframe. 30╱ The following is an aged analysis of trade payables from geothermal energy business centralised heating business and building construction contracting business presented based on the invoice date and/or the settlement obligation as stipulated in the respective contracts at the end of the reporting period: Building Geothermal Centralised construction energy heating contracting 2024 business business business HK$’000 HK$’000 HK$’000 Within 30 days 80 5230 901 31-60 days 15 9621 – 61-90 days 17 4742 20868 Over 90 days 48715 42501 217907 4882762094239676 International air and Building sea freight Geothermal Centralised construction forwarding energy heating contracting 2023 business business business business HK$’000 HK$’000 HK$’000 HK$’000 Within 30 days 62 64 4185 362 31-60 days 1 92 8230 – 61-90 days – 70 18341 11308 Over 90 days – 56679 18312 259597 635690549068271267 31╱ 15. CONTINGENT LIABILITIES/LITIGATIONS (1) In January 2020 the Group acquired 100% equity interest in Jiangsu Meili Kongjian Construction Design Development Co. Ltd.*（江苏美丽空间建筑设计产业发展有限公司）(“Jiangsu Meili Kongjian”) from Ningbo Sixing Information Technology Co. Ltd.*（宁波思行信息科技有限公司）(“Ningbo Sixing”) at cash consideration of RMB41000000 of which the remaining RMB31000000 was recorded as consideration payable (the “Consideration Payable”). In March 2022 the Group disposed of 100% equity interest in Jiangsu Meili Kongjian to Beijing Taolichunfeng Property Development Co. Ltd.*（北京桃李春风房地产开发有限公司） (“Taolichunfeng”) by entering into a disposal agreement (the “Disposal”) and agreed with Ningbo Sixing in a supplemental agreement that the Consideration Payable shall be fully set-off against an underlying interest in properties with a construction area of 4200 square meters (the “Offsetting Arrangement”). Further details of the Disposal and the Offsetting Arrangement are set out in the Company’s announcement dated 29 March 2022. In April 2022 at the request of Ningbo Sixing the Group provided a guarantee for Taolichunfeng’s responsibilities and obligations after completion of the Disposal including implementation of the Offsetting Arrangement. In this regard the Group has also obtained a counter-guarantee from Taolichunfeng. In December 2022 Ningbo Sixing denied the Offsetting Arrangement and brought the civil proceedings (the “Civil Proceedings 1”) against Taolichunfeng Jiangsu Meili Kongjian and the Group to jointly liable to repay RMB35440000 including the Consideration Payable in cash. In July 2023 the court issued the judgement which turned down the Civil Proceedings 1. After that Ningbo Sixing brought another civil proceedings (the “Civil Proceedings 2”) in July 2023 and October 2023 respectively in order to cancel the Offsetting Arrangement and request Jiangsu Meili Kongjian Taolichunfeng and the Group to jointly liable to pay the damages of RMB1000000. As at the date of this announcement the Group has submitted the statement of defense to the court and the relevant civil trial has not finished. Based on the PRC legal adviser’s opinion the Group has reasonable grounds in this case.Accordingly the Directors are of the view that the liability under the Civil Proceedings 2 is not probable.(2) A wholly-owned subsidiary of the Company Huaihua Qinneng Technology Development Co. Ltd*（怀化勤能科技开发有限公司）(“Huaihua Qinneng”) was under dispute with Beijing Aoke Ruifeng New Energy Co.Ltd.*（北京奥科瑞丰新能源股份有限公司） (“Beijing Aoke”) regarding the value of assets of approximately RMB18850000 which were transferred from Beijing Aoke to the Group. Such assets mainly consisting of plant and machinery were utilised in the Group’s centralised heating business operated by YunchengBaoshihua Regional Energy Technology Co. Ltd.*（运城宝石花区域能源科技有限公司）(“YunchengBaoshihua”). Yuncheng Baoshihua is wholly-owned by Huaihua Qinneng. Beijing Aoke won the case in the arbitration proceedings for claiming back inter alia the value of the transferred assets and applied for the court’s enforcement. The Intermediate People’s Court of Yuncheng*（运城市中级人民法院） ordered Huaihua Qinneng to enforce the arbitration award and to inter alia freeze Huaihua Qinneng’s equity interest in Yuncheng Baoshihua. The Group has accounted for the value of the transferred assets in its consolidated financial statements and currently is negotiating the settlement plan with Beijing Aoke. According to the PRC legal adviser’s opinion the Directors are of the view that the court order will not have a material impact on the operation of Yuncheng Baoshihua as well as the Group’s financial position. 32╱ (3) Several suppliers of geothermal energy business brought lawsuits to the court against Henan Province BaoshihuaGeothermal Energy Development Co. Ltd.* （河南省宝石花地热能开发有限公司） (“Henan ProvinceBaoshihua”) and Wujixian Baoshihua Geothermal Energy Development Co. Ltd.*（ 无极县宝石花地热能开发有限公司） (“Wujixian Baoshihua”) (both being non-wholly owned subsidiaries of the Company) and Xian Baoshihua Energy Technology Group Co. Ltd.*（ 西安宝石花能源科技集团有限公司） (“Xian Baoshihua”) (a wholly-owned subsidiaries of the Company) with total contracts sum of approximately RMB26519000. As there were contract disputes with such suppliers Henan Province Baoshihua Wujixian Baoshihua and Xian Baoshihua did not pay the suppliers even though the payment has been due. After receiving the judgement from the courts Henan Province Baoshihua and Wujixian Baoshihua have settled approximately RMB9901000 in total and the remaining outstanding contracts sum of approximately RMB16618000 have been accrued in trade payables arising from geothermal energy business as at 31 March 2024. Due to the abovementioned lawsuits the assets of Henan Province Baoshihua and Wujixian Baoshihua totaling approximately RMB245000 were freezed as at 31 March 2024. The Directors are of the view that these lawsuits and the frozen assets do not have material impact on the Group’s financial position and operation. (4) In addition to the court order for repair and rectification costs as stated in Note 7 Shaanxi Jiangwei has also been involved in a number of lawsuits with total contracts sum of approximately RMB28768000. As there were contract disputes with suppliers under building construction contracting business Shaanxi Jiangwei did not pay the suppliers even though the payment has been due. After receiving the judgement from the courts Shaanxi Jiangwei has paid the suppliers approximately RMB5859000 in total and the remaining outstanding contracts sum of approximately RMB22909000 have been accrued in trade payables arising from building construction contracting business as at 31 March 2024. Due to the abovementioned lawsuits the assets of Shaanxi Jinagwei amounted to approximately RMB462000 were freezed as at 31 March 2024. The Directors are of the view that these lawsuits and the frozen assets do not have material impact on the Group’s financial position and operation. 33╱ MANAGEMENT DISCUSSION AND ANALYSIS Year ended 31 March 20242023 HK$’M HK$’M Financial Results Highlight Revenue 215.0 504.7 Total operating costs (178.6) (401.1) Total expenses (152.6) (159.8) Net loss before tax and non-controlling interests (128.4) (316.1) Loss for the year attributable to owners of the Company (131.1) (333.8) As at 31 March 20242023 HK$’M HK$’M Extract of Financial Position Total assets 1722.9 1894.2 Total liabilities (964.9) (1003.8) Net current assets 116.5 138.2 Bank balances and cash – general accounts 34.2 50.1 Net assets 758.1 890.4 OVERVIEW For the year ended 31 March 2024 the Group’s revenue was approximately HK$215.0 million representing a decrease of 57.4% as compared with approximately HK$504.7 million last year. The significant decrease in the Group’s revenue for the year was mainly attributable to (i) suspension of trading business resulted from client’s issues and (ii) sluggishness in real estate related businesses in particular building construction contracting business under the prevailing real estate market conditions in the PRC. The net loss for the year ended 31 March 2024 attributable to owners of the Company was approximately HK$131.1 million as compared with approximately HK$333.8 million last year representing a decrease of approximately 60.7%. Such decrease was mainly attributable to among other things (i) decrease in impairment loss on the Group’s assets by approximately HK$260.6 million in aggregate and (ii) decrease in staff costs by approximately HK$18.7 million. 34╱ BUSINESS AND FINANCIAL REVIEW Building Construction Contracting Business The Group acquired a company which is principally engaged in building construction contracting on project basis in the PRC in May 2020. For the year ended 31 March 2024 the Group provided building construction contracting services for residential and commercial construction projects mainly located in Xi’an Shaanxi Province Zhangjiakou Hebei Province and Tianjin City with total construction areas of approximately 600000 square meters. The following table sets forth the movement of backlog of the construction projects during the years: Year ended 31 March 20242023 HK$’M HK$’M Opening value of backlog 999.7 1221.9 Value of new projects – 22.9 Value decreased due to revising of projects amount (78.9) – Value recognised based on the percentage of completion during the year (110.9) (245.1) Closing value of backlog 809.9 999.7 Note: The abovementioned value is inclusive of the PRC value added tax of 9%.For the year ended 31 March 2024 the revenue of the Group’s building construction contracting business amounted to approximately HK$102.7 million (2023: approximately HK$230.1 million) and the gross profit of approximately HK$8.9 million (2023: approximately HK$38.3 million) was made. The Group recorded a loss of approximately HK$15.4 million (2023: profit of approximately HK$14.8 million) in this segment which was mainly resulted from one-off compensation of approximately HK$13.7 million for repair and rectification costs in relation to a construction project in Xiangshan Ningbo. 35╱ Project Management Business The Group has commenced to provide project management services in the PRC since July 2020.According to the project management contracts the Group’s project management team is principally engaged in management of major aspects of a construction project on yearly basis such as project engineering cost control administration and human resources. During the year two of its customers renewed their respective project management contracts with the Group with aggregated contract sums of approximately HK$11.4 million.For the year ended 31 March 2024 the revenue of the Group’s project management business amounted to approximately HK$10.8 million (2023: approximately HK$31.4 million) and the gross profit of approximately HK$7.4 million was recorded (2023: approximately HK$26.5 million). Segment loss of approximately HK$29.3 million was incurred in this segment (2023: approximately HK$27.0 million).Customised Technical Support Business After the Group acquired a group of companies in August 2021 which are principally engaged in the provision of financial information solutions and data analytical services to customers in finance and property related field in the PRC the Group combined such newly acquired business with its building architecture and interior design business so as to provide customised technical support services to customers in the PRC. During the year given challenges and uncertainties in the PRC real estate market it is difficult for the Group to solicit more customers for its building architecture and interior design business whereas the operating team was mainly performing services under existing contracts. In respect of the data analytical services the Group launched products of system and platform to certain technology companies and engineering companies.For the year ended 31 March 2024 the revenue of the Group’s customised technical support business amounted to approximately HK$17.6 million (2023: approximately HK$34.6 million) and the gross profit of approximately HK$16.1 million was recorded (2023: approximately HK$29.5 million). Segment profit of approximately HK$6.5 million was achieved (2023: approximately HK$13.3 million). 36╱ Property Brokerage Business The Group has been engaged in provision of residential and commercial property brokerage and consultancy services in the PRC since June 2019. Currently the major places of business activities are in Xi’an Shaanxi Province of the PRC. During the year real estate transactions and deals slowed dramatically (i) as buyers and sellers delayed decisions due to greater uncertainty arising from the lower- than-expected post-COVID economic recovery and the string of defaults by major property developers; and (ii) in light of weakening market sentiment some of target property developers postponed their implementation plans. For the year ended 31 March 2024 no revenue of the Group’s property brokerage business was generated (2023: approximately HK$0.8 million). Corresponding loss of approximately HK$3.8 million was incurred in this segment (2023: approximately HK$6.4 million).Geothermal Energy Business The Group acquired a group of companies which are principally engaged in developing and utilising geothermal energy in provision of heating and cooling supply to various buildings located in residential areas in the PRC in March 2020. Currently the major places of business activities are in Xi’an Shaanxi Province and Henan Province of the PRC with 19 drilling platforms 7 heat exchange construction sites and total pipeline network area of approximately 1.9 million square meters covering 14 districts. The typical heating supply season in the PRC is from November of a year to March of the next year. During non-heating supply period of the year the Group provides cooling supply by geothermal energy to cope with special needs from certain districts.For the year ended 31 March 2024 the revenue of the Group’s geothermal energy business amounted to approximately HK$16.4 million (2023: approximately HK$18.7 million) and the gross profit was approximately HK$3.3 million (2023: approximately HK$5.4 million). Corresponding segment loss of approximately HK$5.8 million was incurred in this segment (2023: approximately HK$3.0 million).Centralised Heating Business The Group started the centralised heating business after becoming the reorganisation investor of a company which is principally engaged in the business of providing the heat and steam supply services in the licensed area of Yuncheng Shanxi through centralised pipe networks in September 2020. The Group was further granted an exclusive license for the provision of centralised heating service in Yuncheng City for 30 years from 1 January 2021. The licensed area of Yuncheng is approximately 63.5 million square meters out of which approximately 2.4 million square meters has been laid down the Group’s centralized pipe networks. The typical heating supply season in the PRC is from November of a year to March of the next year. Throughout the year the Group provides industrial steam service to various manufacturing factories located at the licensed area. 37╱ For the year ended 31 March 2024 the revenue of the Group’s centralised heating business amounted to approximately HK$51.9 million (2023: approximately HK$60.4 million) and the gross loss of approximately HK$12.2 million (2023: approximately HK$13.6 million) was incurred. The Group recorded a loss of approximately HK$19.7 million (2023: approximately HK$22.3 million) in this segment.Property Investment Business The Group acquired a group of companies in January 2019 which mainly hold the investment properties in the PRC for rental income and capital appreciation. For the year ended 31 March 2024 the rental income generated from such investment properties amounted to approximately HK$6.3 million (2023: approximately HK$6.6 million). Corresponding profit of approximately HK$0.2 million (2023: approximately HK$7.3 million) after deduction of unrealised fair value loss of approximately HK$4.9 million on the Group’s investment properties with reference to the valuation result conducted by an independent professional valuer was made in this segment. As at 31 March 2024 the fair value of the investment properties was approximately HK$110.1 million (2023: approximately HK$121.4 million).Trading Business As disclosed in the Company’s announcement dated 23 March 2023 the Group’s two major trading customers deregistered which caused severe difficulties in carrying on the Group’s trading business.During the year the Group was reviewing the internal control and risk management in respect of the trading business formulating possible business model and discussing with potential business partners but has not yet reactivated the relevant business. As such no revenue of the Group’s trading business was generated (2023: approximately HK$111.5 million) for the year ended 31 March 2024. The Group recorded a loss of approximately HK$15.3 million in this segment (2023: approximately HK$192.2 million). 38╱ Money Lending Business The Group holds a money lenders licence in Hong Kong pursuant to the Money Lenders Ordinance (Chapter 163 of the Laws of Hong Kong) and provides loan facilities to prospective customers including enterprises and individuals. The Group earns interest income from the provision of such loan facilities.The money lending customers are mainly referrals from the business partners/existing clients of the Group and business contacts of the Group’s senior management who are high net worth individuals or companies engaged in various industries including investment fund trader of hi-tech equipment investor of tourism-related activities etc. This segment has begun to generate returns to the Group since April 2016. For the year ended 31 March 2024 the revenue of the Group’s money lending business amounted to approximately HK$7.5 million (2023: approximately HK$7.9 million). Corresponding segment loss of approximately HK$2.5 million was incurred (2023: approximately HK$55.4 million).Securities and Futures Brokerage Business The Group has been providing brokerage services for securities and futures traded on exchanges in Hong Kong and major overseas countries since August 2017. For the year ended 31 March 2024 the revenue of the Group’s securities and futures brokerage business amounted to approximately HK$0.05 million (2023: approximately HK$0.3 million). Due to the gradual saturation of the market for SFC licensed corporations in the financial services industry and the intensifying competition with the other market players the operating results of the regulated financial services business of the Group was lower than those expected at the time when the licensed corporations were acquired by the Group in August 2017. The Group is negotiating with an independent third party for the potential disposal of securities and futures brokerage business so as to reallocate and concentrate resources to other potential business. With reference to the intended consideration an impairment loss on goodwill of approximately HK$2.4 million was recognised in the year ended 31 March 2024. Corresponding segment loss of approximately HK$6.7 million was incurred (2023: approximately HK$16.8 million). 39╱ Freight Forwarding Business The Group entered into a share transfer agreement in January 2024 to dispose of its freight forwarding business in Singapore. Upon completion of the aforesaid disposal the Group is no longer engaged in the freight forwarding business. For the year ended 31 March 2024 the revenue of the Group’s freight forwarding business amounted to approximately HK$1.6 million (2023: approximately HK$1.8 million) and the gross profit was approximately HK$0.6 million (2023: approximately HK$0.6 million). Segment loss of approximately HK$0.6 million including the loss on disposal of approximately HK$0.5 million was incurred up to the completion of disposal (2023: approximately HK$0.3 million).Finance Leasing Business The Group has no plan to develop new business cooperation in this segment. During the year the Group mainly endeavoured to follow up with existing clients for debts collection. Accordingly no revenue of the Group’s finance leasing business was generated for the year ended 31 March 2024 (2023: approximately HK$0.5 million). The segment loss of approximately HK$1.1 million was incurred (2023: approximately HK$0.1 million).OUTLOOK Looking forward uncertainties and challenges continue in the markets in which the Group operates.Geopolitical concerns persist in the PRC and Hong Kong resulting in difficult economic growth. A relatively high interest rate environment is also expected to maintain in the background. The property sector of mainland China is widely considered still subject to various issues even though the government has been rolling out more proactive and effective policies to stimulate the economy and the real estate industry. To counter these headwinds the Group will consolidate and stabilize existing real estate related services businesses while it is also seeking new structural adjustments and new development opportunities.As for developing its real estate related services businesses the Group is seeking opportunities for certain construction projects with a total estimated construction areas of approximately 750000 square meters and situated in various districts of the PRC including Nanjing Xi’an and Tianjin. If the construction contracts of these potential projects could be materialized the Group would negotiate with property developers to extend the service scope to its other real estate related services. 40╱ By virtue of its development of big data and digital-related businesses in past few years the Group keeps exploring possible cooperation with business partners in fields of big data and artificial intelligence.Currently it intends to strive for new income streams from construction transformation maintenance and operating relevant infrastructure and facilities.Meanwhile the Group will remain committed to reviewing and considering its existing resources including the experience expertise and social network of the Directors and management of the Company with the aim of further expanding the current principal businesses and exploring possible inter-segment development and collaboration. The Group will endeavour to strengthen its client base and diversify its products and services mix among different business segments.LIQUIDITY AND CASH FLOW RESOURCES As at 31 March 2024 the equity and net current assets of the Group amounted to approximately HK$758.1 million (2023: approximately HK$890.4 million) and HK$116.5 million (2023: approximately HK$138.2 million) respectively. On the same date the Group had bank balances and cash of approximately HK$34.2 million (2023: approximately HK$50.1 million) and the current ratio was 1.12 (2023: 1.14). As at 31 March 2024 the Group had (i) secured trust loans of approximately HK$216.4 million (2023: approximately HK$228.5 million) bearing fixed interest rate at 12% per annum which have not been repaid upon maturity and are subject to negotiation with the lender for extension of loan period (ii) secured bank loans of approximately HK$99.5 million (2023: approximately HK$93.7 million) bearing fixed interest rates ranged from 3.65% to 5.00% per annum and to be repaid from September 2024 to January 2025 (iii) unsecured short-term loan from an independent lender of approximately HK$3.2 million (2023: approximately HK$3.4 million) bearing fixed interest rate at 6% per annum and to be repaid on demand (iv) interest-free and unsecured advance payments from an independent third party and subcontractors of approximately HK$11.4 million (2023: approximately HK$0.3 million) and HK$92.9 million (2023: approximately HK$102.4 million) respectively to be repaid on demand and (v) interest-free and secured short-term loan from an independent third party of approximately HK$2.6 million (2023: approximately HK$3.1 million) to be repaid on demand.As at 31 March 2024 the gearing ratio of the Group was approximately 0.25 (2023: approximately 0.23). The gearing ratio is measured on the basis of the total amount of interest bearing and interest free borrowings/advance payments over the amount of total assets. As at 31 March 2024 the total amount of interest bearing and interest free borrowings/advance payments and the amount of total asset of the Group amounted to approximately HK$426.0 million (2023: approximately HK$431.4 million) and approximately HK$1722.9 million (2023: approximately HK$1894.2 million) respectively. 41╱ The Group has readily available financial resources for both general working capital purposes and existing business operation.PLEDGE OF ASSETS As at 31 March 2024 and 2023 none of the Group’s securities was pledged to brokers to secure the margin loan. As at 31 March 2024 bank deposit of RMB15.0 million (equivalent to approximately HK$16.2 million) and investment properties of RMB101.8 million (equivalent to approximately HK110.1 million) held by the Group were pledged to banks to secure the bank loans borrowed to the Group (2023: certain flats of the investment properties held by the Group were pledged to banks to secure the bank loans borrowed by the Group).CAPITAL EXPENDITURE During the year ended 31 March 2024 the Group incurred approximately HK$7.6 million (2023: approximately HK$45.1 million) as capital expenditure mainly in respect of plant and equipment situated in the PRC.CAPITAL COMMITMENTS As at 31 March 2024 and 2023 the Group had no material capital commitment.SIGNIFICANT INVESTMENTS HELD As at 31 March 2024 the Group held financial assets at fair value through other comprehensive income of approximately HK$5.3 million (2023: approximately HK$8.8 million) which represented unlisted equity securities in Hong Kong. No financial assets at fair value through profit or loss in relation to equity securities was held as at 31 March 2024 (2023: nil). During the year ended 31 March 2024 the Group recorded a fair value loss of approximately HK$3.5 million on securities investments that are not held for trading in other comprehensive income (2023: fair value gain of approximately HK$0.1 million).The Board acknowledges that the performance of the equities may be affected by the degree of volatility in the stock market and susceptible to other external factors that may affect their values. Accordingly in order to mitigate possible financial risks related to the equities the Board will continue to closely monitor the performance of its investment portfolio (if any) from time to time.As at 31 March 2024 the Company did not hold any significant investments in an investee company with a value of 5% or more of the Company’s total assets. 42╱ MATERIAL ACQUISITION AND DISPOSAL(i) On 4 September 2023 Guohua Jiaye (Beijing) Enterprise Management Co. Ltd.* （国华佳业（北京）企业管理有限公司） (“Guohua Jiaye”) a wholly owned subsidiary of the Company entered into a termination agreement with the other shareholder of Tiandi Youdamei (Beijing) Cultural Toursim Company Limited*（ 天地有大美（北京）文旅有限公司） (“Tiandi Youdamei”) an independent third party to terminate the equity transfer and capital injection cooperationagreement regarding the equity investment in Tiandi Youdamei (the “Tiandi Youdamei CooperationAgreement”). Pursuant to the termination agreement Guohua Jiaye agreed to transfer 25% equity interest held in Tiandi Youdamei to the other shareholder and the other shareholder agreed to (i) refund RMB0.5 million to Guohua Jiaye and (ii) release Guohua Jiaye from obligations under the Tiandi Youdamei Cooperation Agreement including payment of investment sum of RMB20 million.The termination became effective on 4 September 2023 and Tiandi Youdamei has ceased to be an associate of the Group since then.(ii) On 21 December 2023 China Best Big Data Service Group Limited a wholly owned subsidiary of the Company entered into a share transfer agreement with an independent third party to acquire 33% of the issued share capital of Treasure Cart Holdings Limited (“Treasure Cart”) at a consideration of HK$70 million. The major subsidiary of Treasure Cart is principally engaged in provision of data analytical services and solutions to customers in the PRC. Before the acquisition Treasure Cart and its subsidiaries (“Treasure Cart Group”) are non-wholly owned subsidiaries of the Company with 67% equity interest held. After the completion of the acquisition the Group held 100% equity interest in Treasure Cart and Treasure Cart Group has become wholly owned subsidiaries of the Company since then. Further details are set out in the Company’s announcement dated 21 December 2023.Save as disclosed above there was no material acquisition or disposal (including the acquisition or disposal of subsidiaries and associated companies) for the year ended 31 March 2024. 43╱ FUND RAISING ACTIVITIES During the year the Company implemented a rights issue (the “Rights Issue”) on the basis of two (2) rights share (the “Rights Share(s)”) for every five (5) existing shares held on 24 August 2023 at the subscription price of HK$0.16 per Rights Share. The closing price per share of the Company was HK$0.255 on 26 July 2023 i.e. the last trading day. The net price (after deduction of transaction and issue costs attributable to the Rights Issue) per Rights Share is approximately HK$0.155. The Rights Issue was conducted for strengthening the Group’s capital base and financial position. In particular its proceeds would be utilised in developing existing businesses financing mergers and acquisitions and enhancing general working capital. The Rights Issue was completed on 21 September 2023 with 566216052 Rights Shares allotted and issued and the net proceeds were approximately HK$88.2 million. Details of the Rights Issue were set out in the prospectus of the Company dated 25 August 2023 and the announcement of the Company dated 20 September 2023. As at 31 March 2024 the Group has utilised the net proceeds from the Rights Issue of approximately HK$83.7 million. Details of the intended and actual use of proceeds were as follows: Intended use of proceeds Actual use of proceeds up to 31 March 2024 (a) HK$15 million would be used for the settlement HK$15 million was utilised as intended; of unpaid balance of the consideration for the acquisition of 42% of the issued shares of Treasure Cart; (b) HK$20 million would be used for the operation HK$20 million was utilised as intended; of the existing businesses of the Group in particular implementing (i) supply-chain enhancement measures and (ii) renovation and upgrading plans of facilities and infrastructure for the Group’s centralised heating business and geothermal energy business; 44╱ Intended use of proceeds Actual use of proceeds up to 31 March 2024 (c) HK$35 million would be used for the future HK$35 million was utilised as intended; strategic investments in relation to data analytical service business to facilitate the new retailing business including but not limited to further investment in subsidiaries of the Company and/or acquisition of other new targets in such fields; (d) HK$10 million would be used for the capital approximately HK$5.5 million was utilised contribution of certain subsidiaries of the as intended and the remaining approximately Company including Beijing Gong Sheng Data HK$4.5 million will be utilised as intended on orTechnology Co. Ltd.*（北京共生数据科技 before 31 March 2025; and有限公司） for the purposes of exploring and developing big data and digital-related businesses including but not limited to the new retailing business and metaverse-related businesses; and (e) approximately HK$8 million would be used for approximately HK$8 million was utilised as general working capital of the Group. intended.An amount of approximately HK$11.0 million out of the net proceeds from a previous rights issue of the Company completed on 14 July 2021 was originally intended to be applied for the settlement of unpaid investment sum to Tiandi Youdamei and given the disposal of equity interest in Tiandi Youdamei was used as general working capital of the Group by the end of the reporting period. 45╱ EXPOSURE TO FLUCTUATIONS IN EXCHANGE RATES The Group’s monetary assets and transactions are principally denominated in Hong Kong dollars Renminbi and US dollars. During the year ended 31 March 2024 there was no significant fluctuation in the exchange rates of Hong Kong dollars and US dollars whereas Renminbi had a downward adjustment resulting in an exchange loss of approximately HK$19.7 million recognised as other comprehensive expense of the Group. The Group will take a prudent approach against any impact arising from the fluctuation in exchange rates but currently is not engaged in any derivative activities and not committed to any financial instruments to hedge its balance sheet exposure.EMPLOYEE AND HUMAN RESOURCES POLICY As at 31 March 2024 the Group had 279 staff (2023: 286 staff). The total staff cost incurred for the year ended 31 March 2024 was approximately HK$54.0 million (2023: approximately HK$72.7 million).The remuneration of employees was determined with reference to the qualification and experience of individual staff member market circumstances and the Group’s performance. In accordance with the Listing Rules the staff of the Company’s accounting and financial reporting function have adequate training programmes and budget.Pursuant to a share option scheme adopted on 1 September 2021 (the “2021 Share Option Scheme”) the Board may grant options to among other directors (including non-executive directors and independent non-executive directors) and employees of the Company and any of its subsidiaries or associated companies to subscribe for shares of the Company. During the year ended 31 March 2024 no options were granted under the 2021 Share Option Scheme.ENVIRONMENTAL SOCIAL AND GOVERNANCE (“ESG”) PERFORMANCE The Group continually reviews its ESG efforts corporate governance and risk management practices with the aim to create and deliver sustainable value to all its stakeholders. The Group has been looking for opportunities to reduce the consumption of resources in order to minimise the impact on the environment.Details of the Group’s ESG efforts will be set out in its 2023/24 annual report.FINAL DIVIDEND The Board has resolved not to recommend any final dividend for the year ended 31 March 2024 (2023: Nil). 46╱ PURCHASE SALE OR REDEMPTION OF LISTED SECURITIES Neither the Company nor any of its subsidiaries had purchased sold or redeemed any of the Company’s securities during the year ended 31 March 2024 (2023: Nil).REVIEW OF FINANCIAL INFORMATION The Board has established the audit committee of the Company (the “Audit Committee”) in accordance with the Listing Rules. The Audit Committee currently comprises Ms. Yin Meiqun Mr. Liu Tonghui and Mr. Ye Jianmu the three independent non-executive Directors. A summary of duties and work of the Audit Committee will be set out in the “Corporate Governance Report” in the 2023/24 annual report.The Audit Committee has reviewed the accounting principles and practices adopted by the Group and discussed auditing internal control risk management and financial reporting matters. The Audit Committee has reviewed the financial results of the Group for the year ended 31 March 2024.The figures in respect of the Group’s consolidated statement of financial position consolidated statement of profit or loss and other comprehensive income and the related notes thereto for the year ended 31 March 2024 as set out in this announcement have been agreed by the Group’s auditors ZHONGHUI ANDA CPA Limited to the amounts set out in the Group’s audited consolidated financial statements for the year ended 31 March 2024. The work performed by ZHONGHUI ANDA CPA Limited in this respect did not constitute an assurance engagement in accordance with Hong Kong Standards on Auditing Hong Kong Standards on Review Engagements or Hong Kong Standards on Assurance Engagements issued by the HKICPA and consequently no assurance has been expressed by ZHONGHUI ANDA CPA Limited on this announcement.CORPORATE GOVERNANCE CODE OF THE LISTING RULES In the opinion of the Board saved as disclosed below none of the Directors is aware of any information that would reasonably indicate that the Company was not in compliance with the Corporate Governance Code (the “CG Code”) as set out in Appendix C1 of the Listing Rules during the year ended 31 March 2024. 47╱ Under the code provision C.1.6 of the CG Code the independent non-executive Directors and other non- executive Directors should attend general meetings and develop a balanced understanding of the views of shareholders. Three independent non-executive Directors namely Mr. Liu Tonghui Ms. Yin Meiqun and Mr. Ye Jianmu were unable to attend the Company’s annual general meeting held on 5 September 2023 due to their other business commitments.Under the code provision D.2.5 of the CG Code the Group should have an internal audit function.However due to the size of the Group and for cost effectiveness consideration the Group currently does not have an internal audit function. Instead the Audit Committee is responsible for a review on the internal control system annually. The review covers major financial operational controls in rotation basis and also the risk management functions. The Audit Committee agreed that the Group should review and strengthen (if applicable) the internal control and risk management in respect of the trading business after the deregistration of its customers occurred. Save for the aforesaid no significant deficiency was identified under current year’s review and the systems were operating effectively and adequately. The Group continues to review the need for an internal audit function annually.RISK MANAGEMENT AND INTERNAL CONTROL The Board acknowledges its responsibility for establishing and maintaining the Group’s risk management and internal control systems to safeguard shareholders’ investment and reviewing the effectiveness of such systems on an annual basis under the code provision D.2.1 of the CG Code.The Group has adopted and followed a series of internal control procedures to regulate the money lending business and the finance leasing business to ensure a comprehensive risk management so as to safeguard the interests of the Company and its shareholders including (i) credit risk assessment by the business team (ii) formulation of the preliminary business proposal by the business team (iii) assessment by the risk control and compliance department (iv) credit approval and (v) ongoing monitoring of loan recoverability and loan collection.MODEL CODE FOR SECURITIES TRANSACTIONS BY DIRECTORS The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers (“Model Code”) as set out in Appendix C3 to the Listing Rules. Specific enquiry has been made on all Directors and the Directors have confirmed that they have complied with the Model Code throughout the year ended 31 March 2024. 48╱ CLOSURE OF REGISTER OF MEMBERS The register of members of the Company will be closed from Friday 30 August 2024 to Friday 6 September 2024 (both days inclusive) during which no transfer of shares will be registered. In order to qualify to be shareholders of the Company to attend and vote at the annual general meeting to be held on Friday 6 September 2024 all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong Tricor Tengis Limited at 17/F Far East Finance Centre 16 Harcourt Road Hong Kong no later than 4:30 p.m. on Thursday 29 August 2024.PUBLICATION OF THE ANNUAL RESULTS ANNOUNCEMENT AND ANNUAL REPORT This announcement containing the results of the Group for the year ended 31 March 2024 is published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.cbgroup.com.hk) respectively. The 2023/24 annual report and notice of annual general meeting of the Company will be despatched to the shareholders (if applicable) and made available on the above websites in due course.By Order of the Board China Best Group Holding Limited Mr. Qin Jie Executive Director and Chief Executive Officer Hong Kong 27 June 2024 As at the date of this announcement the Board comprises four executive Directors namely Ms. Wang Yingqian (Chairman) Mr. Qin Jie (Chief Executive Officer) Mr. Fan Jie and Mr. Li Haitao and three independent non-executive Directors namely Mr. Liu Tonghui Ms. Yin Meiqun and Mr. Ye Jianmu. 49