CHAODAMODERN：INTERIMREPORT20242025.pdf

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1、2024/2025INTERIM REPORTContentsChaoda Modern Agriculture(Holdings)LimitedInterim Report 2024/2025Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income2Condensed Consolidated Statement of Financial Position4Condensed Consolidated Statement of Cash Flows6Condensed Consolida

2、ted Statement of Changes in Equity7Notes to the Condensed Consolidated Financial Statements8Management Discussion and Analysis16Other Information20The consolidated statement of profit or loss and other comprehensive income of the Group for the six months ended 31 December 2024 and the consolidated s

3、tatement of financial position of the Group as at 31 December 2024,together with the explanatory notes,are unaudited and condensed,which have been reviewed by the Companys Audit Committee and the Companys auditor,Elite Partners CPA Limited.CHAODA MODERN AGRICULTURE(HOLDINGS)LIMITEDINTERIM REPORT 202

4、4/20252Condensed Consolidated Statement ofProfit or Loss and Other Comprehensive IncomeFor the six months ended 31 December 2024 UnauditedSix months ended 31 December20242023NotesRMB000RMB000 Revenue333,68739,385Cost of sales(21,717)(27,056)Gross profit11,97012,329Other revenues5,4287,523Selling and

5、 distribution expenses(4,580)(3,971)General and administrative expenses(20,055)(20,500)Loss from operations(7,237)(4,619)Finance costs5(a)(93)(67)Loss before income tax5(7,330)(4,686)Income tax expense6(297)Loss for the period(7,330)(4,983)Other comprehensive expense,including reclassification adjus

6、tments and net of income taxItems that may be reclassified subsequently to profit or loss:Exchange loss on translation of financial statements of foreign operations(474)(868)Other comprehensive expense for the period,including reclassification adjustments and net of income tax(474)(868)Total compreh

7、ensive expense for the period(7,804)(5,851)CHAODA MODERN AGRICULTURE(HOLDINGS)LIMITEDINTERIM REPORT 2024/20253Condensed Consolidated Statement ofProfit or Loss and Other Comprehensive Income(continued)For the six months ended 31 December 2024 UnauditedSix months ended 31 December20242023NotesRMB000R

8、MB000 (Loss)/profit for the period attributable to:Owners of the Company(7,020)(5,939)Non-controlling interests(310)956 (7,330)(4,983)Total comprehensive income/(expense)for the period attributable to:Owners of the Company(7,916)(6,880)Non-controlling interests1121,029 (7,804)(5,851)Loss per share f

9、or loss attributable to the owners of the Company during the period(Restated)Basic8(a)RMB0.04RMB0.04 Diluted8(b)RMB0.04RMB0.04 CHAODA MODERN AGRICULTURE(HOLDINGS)LIMITEDINTERIM REPORT 2024/20254Condensed Consolidated Statementof Financial PositionAs at 31 December 2024 Unaudited31 December202430 Jun

10、e 2024NotesRMB000RMB000(Audited)ASSETS AND LIABILITIESNon-current assetsProperty,plant and equipment924,65025,933Right-of-use assets1023,38325,520Investment properties54,47856,811 102,511108,264 Current assetsTrade receivables1113,44215,743Other receivables,deposits and prepayments3,0974,357Bank bal

11、ances and cash104,093105,983 120,632126,083 Current liabilitiesTrade payables121,5231,692Lease liabilities2,2122,473Other payables and accruals25,38427,431Tax payables832836 29,95132,432 Net current assets90,68193,651 Total assets less current liabilities193,192201,915 Non-current liabilitiesLease l

12、iabilities1,2552,174 Net assets191,937199,741 CHAODA MODERN AGRICULTURE(HOLDINGS)LIMITEDINTERIM REPORT 2024/20255Condensed Consolidated Statementof Financial Position(continued)As at 31 December 2024 Unaudited31 December202430 June 2024NotesRMB000RMB000(Audited)EQUITYEquity attributable to the owner

13、s of the CompanyShare capital13333,149333,149Reserves(148,320)(140,404)184,829192,745Non-controlling interests7,1086,996 Total equity191,937199,741 CHAODA MODERN AGRICULTURE(HOLDINGS)LIMITEDINTERIM REPORT 2024/20256Condensed Consolidated Statement of Cash FlowsFor the six months ended 31 December 20

14、24 UnauditedSix months ended 31 December20242023RMB000RMB000 Net cash generated from operating activities627249Net cash used in from investing activities(25)(956)Net cash used in financing activities(1,316)(1,422)Net decrease in cash and cash equivalents(714)(2,129)Cash and cash equivalents at begin

15、ning of the period88,98392,031Effect of foreign exchange rate changes,net(710)(580)Cash and cash equivalents at end of the period87,55989,322 CHAODA MODERN AGRICULTURE(HOLDINGS)LIMITEDINTERIM REPORT 2024/20257Condensed Consolidated Statement of Changes in EquityFor the six months ended 31 December 2

16、024 UnauditedAttributable to the owners of the Company SharecapitalShare premiumCapitalreserveEmployeeshare-basedcompensationreserveCapitalredemptionreserveExchangereserveStatutoryreservesAccumulated lossesTotalNon-controllinginterestsTotalRMB000RMB000RMB000RMB000RMB000RMB000RMB000RMB000RMB000RMB000

17、RMB000 Six months ended 31 December 2023As at 1 July 2023333,1495,969,57082,72323,0015,247(222,823)671,275(6,656,172)205,9703,407209,377 Loss for the period(5,939)(5,939)956(4,983)Other comprehensive expense for the period Currency translation differences(941)(941)73(868)Total comprehensive expense

18、for the period(941)(5,939)(6,880)1,029(5,851)Lapse of share options(57)57 As at 31 December 2023(Unaudited)333,1495,969,57082,72322,9445,247(223,764)671,275(6,662,054)199,0904,436203,526 Attributable to the owners of the Company SharecapitalShare premiumCapitalreserveEmployeeshare-basedcompensationr

19、eserveCapitalredemptionreserveExchangereserveStatutoryreservesAccumulated lossesTotalNon-controllinginterestsTotalRMB000RMB000RMB000RMB000RMB000RMB000RMB000RMB000RMB000RMB000RMB000 Six months ended 31 December 2024As at 1 July 2024333,1495,969,57082,72322,9445,247(219,263)671,275(6,672,900)192,7456,

20、996199,741 Loss for the period(7,020)(7,020)(310)(7,330)Other comprehensive expense for the period Currency translation differences(896)(896)422(474)Total comprehensive expense for the period(896)(7,020)(7,916)112(7,804)Lapse of share options(50)50 As at 31 December 2024(Unaudited)333,1495,969,57082

21、,72322,8945,247(220,159)671,275(6,679,870)184,8297,108191,937 CHAODA MODERN AGRICULTURE(HOLDINGS)LIMITEDINTERIM REPORT 2024/20258Notes to the Condensed Consolidated Financial StatementsFor the six months ended 31 December 2024 Unaudited1.BASIS OF PREPARATIONThe unaudited condensed consolidated inter

22、im financial statements of Chaoda Modern Agriculture(Holdings)Limited(the“Company”)and its subsidiaries(collectively,the“Group”)for the six months ended 31 December 2023(the“Interim Financial Report”)have been prepared in accordance with Hong Kong Accounting Standard 34“Interim Financial Reporting”i

23、ssued by the Hong Kong Institute of Certified Public Accountants(the“HKICPA”)and the applicable disclosure requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.The Interim Financial Report does not include all the information and disclosures requir

24、ed in the annual financial statements,and should be read in conjunction with the Groups annual financial statements for the year ended 30 June 2024(the“2024 Annual Financial Statements”).The Interim Financial Report has been prepared in accordance with the same accounting policies adopted in the 202

25、4 Annual Financial Statements,except for the adoption of the new,amended or revised Hong Kong Financial Reporting Standards(“HKFRSs”)(which collectively include all applicable individual Hong Kong Financial Reporting Standard(“HKFRS”),Hong Kong Accounting Standard(“HKAS”)and Interpretation issued by

26、 the HKICPA)as disclosed in Note 2 to the Interim Financial Report.The Interim Financial Report is unaudited but has been reviewed by Elite Partners CPA Limited in accordance with Hong Kong Standard on Review Engagements 2410“Review of Interim Financial Information Performed by the Independent Audit

27、or of the Entity”issued by the HKICPA.2.APPLICATION OF NEW AND AMENDMENTS TO HONG KONG FINANCIAL REPORTING STANDARDS(“HKFRSs”)New and Amendments to HKFRSs that are mandatorily effective for the current yearIn the current period,the Group has applied the following amendments to HKFRSs issued by the H

28、KICPA for the first time,which are mandatory effective for the Group annual period beginning on 1 July 2024 for the preparation of the consolidated financial statements:Amendments to HKAS 1Classification of Liabilities as Current or Non-current(amendments)Amendments to HKAS 1Non-current Liabilities

29、with Covenants(amendments)Amendments to HKFRS 16Lease Liability in a Sale and Leaseback(amendments)Hong Kong Interpretation 5(Revised)Hong Kong Interpretation 5(2020)Presentation of Financial Statements Classification by the Borrower of a Term Loan that Contains a Repayment on a Demand Clause(HK Int

30、 5(2020)Amendments to HKAS 7 and HKFRS 7Supplier Finance Arrangements(amendments)The application of the amendments to HKFRSs in the current interim period has had no material impact on the Groups financial positions and performance for the current and prior periods and/or on the disclosures set out

31、in these condensed consolidated financial statements.CHAODA MODERN AGRICULTURE(HOLDINGS)LIMITEDINTERIM REPORT 2024/20259Notes to the Condensed Consolidated Financial Statements(continued)For the six months ended 31 December 2024 Unaudited3.REVENUEThe principal activities of the Group are the sales o

32、f crops.Revenue from sale of crop is recognised at a point in time when the control of product has transferred to the customer,net of discount.4.SEGMENT INFORMATIONThe Group identifies operating segments and prepares segment information based on the regular internal financial information reported to

33、 the executive directors for their decisions about resources allocation to the Groups business components and for their review of the performance of those components.The business components in the internal financial information reported to the executive directors are determined following the Groups

34、major operations.The Groups operating business are organised and managed separately according to the nature of products,which each segment representing a strategic business segment that offers different products in the Peoples Republic of China(“PRC”)market.However,the Groups executive directors con

35、sidered that over 90%of the Groups revenue,operating results and assets during the six months ended 31 December 2024 and 2023 were mainly derived from its sales of crops.Consequently,no operating segment analysis is presented.The Company is an investment holding company and the principal place of th

36、e Groups operation is in the PRC.For the purpose of segment information disclosures under HKFRS 8,the Group regarded the PRC(excluding Hong Kong)as its country of domicile.Over 90%of the Groups revenue from external customers by geographical location of customers are located in Hong Kong.Over 90%of

37、the Groups non-current assets are principally attributable to the PRC,being the single geographical region.Revenue from customers of the current period contributing over 10%of the Groups total revenue are as follows:Six months ended 31 December20242023RMB000RMB000 Customer A3,4065,056Customer B*5,71

38、9Customer C9,3094,713Customer D4,0804,225 *The corresponding revenue did not contributed over 10%of total revenue of the Group.CHAODA MODERN AGRICULTURE(HOLDINGS)LIMITEDINTERIM REPORT 2024/202510Notes to the Condensed Consolidated Financial Statements(continued)For the six months ended 31 December 2

39、024 Unaudited5.LOSS BEFORE INCOME TAXLoss before income tax is arrived at after charging/(crediting):(a)Finance costsSix months ended 31 December20242023RMB000RMB000 Bank and finance charges43Interest expenses on lease liabilities8964 9367 (b)Staff costs(including directors remuneration)Six months e

40、nded 31 December20242023RMB000RMB000 Salaries,wages and other benefits6,8257,291Retirement benefit costs510543 7,3357,834 (c)Other itemsSix months ended 31 December20242023RMB000RMB000 Interest income(595)(926)Cost of inventories sold21,71727,056Depreciation of property,plant and equipment,net of am

41、ount capitalised1,3001,559Depreciation of right-of-use assets2,1082,519Depreciation of investment properties2,3332,333Expense related to short-term leases77 CHAODA MODERN AGRICULTURE(HOLDINGS)LIMITEDINTERIM REPORT 2024/202511Notes to the Condensed Consolidated Financial Statements(continued)For the

42、six months ended 31 December 2024 Unaudited6.INCOME TAX EXPENSESix months ended 31 December20242023NoteRMB000RMB000 Current tax PRC Enterprise Income Tax(“EIT”)(a)Hong Kong profits Tax(b)297 297 (a)The standard EIT rate of PRC subsidiaries of the Group is 25%(2023:25%),under the Law of the PRC on EI

43、T(the“EIT Law”)and Implementation Regulation of the EIT Law.No provision for the EIT for the six months ended 31 December 2024(2023:NIL)as these subsidiaries did not have any assessable profits subject to the EIT for the period.(b)Under the two-tiered profits tax rates regime of Hong Kong Profits Ta

44、x,the first HK$2 million of profits of qualifying group entity will be taxed at 8.25%,and profits above HK$2 million will be taxed at 16.5%.The profits of corporations not qualifying for the two-tiered profits tax rates regime will continue to be taxed at a flat rate of 16.5%.Accordingly,the Hong Ko

45、ng Profits Tax of the qualifying group entity is calculated at 8.25%on the first HK$2 million of the estimated assessable profits and at 16.5%on the assessable profits above HK$2 million for the six months ended 31 December 2024 and 2023.7.DIVIDENDSThe Directors do not recommend the payment of inter

46、im dividend for the six months ended 31 December 2024(Six months ended 31 December 2023:Nil).CHAODA MODERN AGRICULTURE(HOLDINGS)LIMITEDINTERIM REPORT 2024/202512Notes to the Condensed Consolidated Financial Statements(continued)For the six months ended 31 December 2024 Unaudited8.LOSS PER SHARE(a)Ba

47、sic loss per shareThe calculation of basic loss per share is based on the loss attributable to the owners of the Company of approximately RMB7,020,000(Six months ended 31 December 2023:approximately RMB5,939,000)and the weighted average number of approximately 164,779,000(Six months ended 31 Decembe

48、r 2023:Restated as approximately 164,779,000)ordinary shares in issue during the period.(b)Diluted loss per shareThe calculation of diluted loss per share is based on the loss attributable to the owners of the Company of approximately RMB7,020,000(Six months ended 31 December 2023:approximately RMB5

49、,939,000)and the weighted average number of approximately 164,779,000(Six months ended 31 December 2023:Restated as approximately 164,779,000)ordinary shares.The computation of diluted loss per share does not assume the conversion of the Companys share options outstanding since their exercise would

50、result in a decrease in loss per share for the six months ended 31 December 2024 and 2023.A share consolidation of 20 shares into 1 share of the Company had been effective on 17 December 2024(“Share Consolidation”).As a result of the Share Consolidation,the weighted average number of ordinary shares

51、 for the purpose of basic and diluted loss per share has been adjusted for the six months ended 31 December 2023.9.PROPERTY,PLANT AND EQUIPMENT31 December 202430 June 2024RMB000RMB000 Net book value as at 1 July 2024/1 July 202325,93327,801Additions251,026Write off/Disposals(134)Depreciation charges

52、(1,300)(2,769)Exchange realignment(8)9 Net book value as at 31 December 2024/30 June 202424,65025,933 CHAODA MODERN AGRICULTURE(HOLDINGS)LIMITEDINTERIM REPORT 2024/202513Notes to the Condensed Consolidated Financial Statements(continued)For the six months ended 31 December 2024 Unaudited10.RIGHT-OF-

53、USE ASSETSLeaseholdbuildingLand use rightsLong-term prepaid rentalsTotalRMB000RMB000RMB000RMB000 CostAs at 1 July 20236,260125,635384,610516,505Addition4,0014,001Exchange realignment49(4,320)(4,271)As at 30 June 2024 and 1 July 202410,310125,635380,290516,235Exchange realignment(37)903866 As at 31 D

54、ecember 202410,273125,635381,193517,101 Accumulated depreciationAs at 1 July 20232,691103,622383,611489,924Charges for the period2,8851,2988555,038Impairment4545Exchange realignment28(4,320)(4,292)At 30 June 2024 and 1 July 20245,604104,920380,191490,715Charges for the period1,360649992,108Exchange

55、realignment(8)903895 As at 31 December 20246,956105,569381,193493,718 Net carrying value As at 31 December 20243,31720,06623,383 As at 30 June 20244,70620,7159925,520 CHAODA MODERN AGRICULTURE(HOLDINGS)LIMITEDINTERIM REPORT 2024/202514Notes to the Condensed Consolidated Financial Statements(continue

56、d)For the six months ended 31 December 2024 Unaudited10.RIGHT-OF-USE ASSETS(Continued)Six months ended 31 December20242023RMB000RMB000 Expenses relating to short-term leases77 The Group leases various office for its operations.Lease contracts are entered into for fixed term of 2 years to 3 years(202

57、3:2 years to 3 years).Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions.In determining the lease term and assessing the length of the non-cancellable period,the Group applies the definition of a contract and determines the period for which t

58、he contract is enforceable.11.TRADE RECEIVABLESThe Groups trading terms for its local wholesale and retail sales are mainly cash on delivery whereas local sales to institutional customers and export trading companies are mainly on credit.The credit period is generally for a period from one month to

59、three months depending on the customers credit worthiness.Ageing analysis of trade receivables(net of allowance for credit losses)is as follows:31 December 202430 June 2024RMB000RMB000 0-30 days5,5825,45331-90 days2,7204,487Over 90 days5,1405,803 13,44215,743 12.TRADE PAYABLESAgeing analysis of trad

60、e payables is as follows:31 December 202430 June 2024RMB000RMB000 0-30 days1,5231,62531-90 daysOver 90 days67 1,5231,692 CHAODA MODERN AGRICULTURE(HOLDINGS)LIMITEDINTERIM REPORT 2024/202515Notes to the Condensed Consolidated Financial Statements(continued)For the six months ended 31 December 2024 Un

61、audited13.SHARE CAPITALAuthorised ordinary shares of HK$0.1 eachNo.of shares(000)HK$000RMB000 As at 1 July 2023,30 June 2024 and 1 July 20245,000,0005,000,000527,515Share consolidation(Note(i)(4,750,000)As at 31 December 2024250,000500,000527,515 Issued and fully paid ordinary shares of HK$0.1 eachN

62、o.of shares(000)HK$000RMB000 As at 1 July 2023,30 June 2024 and 1 July 20243,295,582329,558333,149Share consolidation(Note(i)(3,130,803)As at 31 December 2024164,779329,558333,149 Note(i):Pursuant to the annual general meeting held on 13 December 2024,the shareholders approved the(i)consolidation of

63、 the Companys shares(“Share Consolidation”)from every twenty(20)issued and unissued ordinary shares of per value of HK$0.10 each into one(1)consolidated shares of per value of HK$2.00(“Consolidated Share”);and(ii)reduction of issued share capital of the Company to the extent of HK$1.99 per issued Co

64、nsolidated Share such that the per value of each Consolidated Share to be reduced from HK$2.00 to HK$0.01 each.The Share Consolidation became effective on 17 December 2024.14.COMMITMENTS(a)Capital commitmentsAt the end of the reporting period,the Group did not have any material capital commitments.(

65、b)Operating lease commitments and arrangementsAs lessorAt the end of the reporting period,the Group had total future minimum lease receivables,in respect of land and buildings,under non-cancellable operating leases with its tenants falling due as follows:31 December 202430 June 2024RMB000RMB000 With

66、in one year5,2645,113In the second to fifth years,inclusive16,54818,472After five years7,7747,774 Total29,58631,359 15.APPROVAL OF INTERIM FINANCIAL REPORTThe Interim Financial Report was approved by the board of Directors on 26 February 2025.CHAODA MODERN AGRICULTURE(HOLDINGS)LIMITEDINTERIM REPORT

67、2024/202516Management Discussion and AnalysisFINANCIAL REVIEWDuring the current financial period under review,the Group recorded a revenue of RMB34 million,representing a drop of approximately 13%as compared to RMB39 million for the same period ended last year.The decrease in revenue was mainly due

68、to the changing leisure habits of many local residents.There has been a significant rise in the number of locals making short-stay trips to locations outside Hong Kong for shopping and dining,especially Shenzhen and the Greater Bay Area,and particularly on weekends.On the other hand,as compared to t

69、he first half of 2024,although the number of inbound tourists also increased by more than 10%to approximately 23 million in the second half of 2024,the number of Hong Kong visitors travelling to Shenzhen nearly doubled the number of visitors from the Mainland during the same period.Such a large diff

70、erence adversely affected the food and beverage and retail industries,as well as the performance of the Groups local sales.In the foreseeable future,the trend of northward consumption is likely to continue.The abovesaid factors resulting in the continued sluggish performance of the local sales.The G

71、roup achieved gross profit of RMB12 million,which was more or less the same to the same period ended last year.During the financial period under review,other revenues decreased by approximately 28%to RMB5 million,selling and distribution expenses increased from RMB4 million to RMB5 million.General a

72、nd administrative expenses remained stable at approximately RMB20 million(approximately RMB21 million in the same period last year).As a result of the above,during the financial period under review,the loss from operations of the Group amounted to RMB7 million(31 December 2023:RMB5 million)as well a

73、s loss for the period attributable to owners of the Company amounted to RMB7 million(31 December 2023:RMB6 million).INDUSTRY OUTLOOKAt the beginning of 2025,the Central Committee of the Communist Party of China and the State Council released the 2025“No.1 Document”focusing on the agricultural indust

74、ry for twenty-two consecutive years.The document proposes to further deepen village reforms and solidly promote the comprehensive revitalisation of rural areas.The paper entitled Opinions of the Central Committee of the Communist Party of China and the State Council on“Further Deepening Rural Reform

75、 and Solidly Promoting Comprehensive Rural Revitalisation”.The full text consists of six parts,including:insisting on improving the supply and security capabilities of important agricultural products such as grain,insisting on consolidating and expanding the results of the deficit-poverty alleviatio

76、n campaign,focusing on strengthening the people-enriching industries in large counties,focusing on promoting rural construction,focusing on improving the rural governance system,and focusing on improving the system and mechanism for factor guarantee and optimal allocation.The paper proposes that to

77、achieve Chinese-style modernisation,it is necessary to accelerate the comprehensive revitalization of rural areas.Anchor on the goal of promoting comprehensive rural revitalisation and building a strong agricultural country,use reform and opening up and scientific and technological innovation as the

78、 driving force,consolidate and improve the basic rural management system,thoroughly study and apply the experience of the“Green Rural Revival Programme”,ensure national food security,ensure that large-scale poverty does not occur,improve the level of rural industrial development,rural construction,a

79、nd rural governance,and do everything possible to promote agricultural efficiency,rural vitality,and farmers income,providing basic support for promoting Chinese-style modernisation.Chaoda as the national level leading enterprise in green and modern agriculture,we had leveraged the Chaoda Innovation

80、 Think Tank professional team to improve innovative capability and scientific strength.Strived to adhere the green development concept,promoting green production,and attaching great importance to soil protection and rural ecological environment,so to improve the supply level and quality of agricultu

81、ral products.CHAODA MODERN AGRICULTURE(HOLDINGS)LIMITEDINTERIM REPORT 2024/202517Management Discussion and AnalysisFUTURE OUTLOOKChaodas new business model,which has been studied and tested in the past few years,is highly consistent with national policies.Chaodas new business model addresses issues

82、such as poor internal circulation of agricultural production,disconnection of agricultural production and sales,information asymmetry leading to“difficulties in selling”and“difficulties in buying,”and outstanding regional,seasonal,and structural difficulties in agricultural products.Incorporate prod

83、uction-side products into system management,effectively connect with the demand-side,improve the modern agricultural industry system,production system,and operating system,promoting the standardization,informatization,and organization of agricultural products circulation,making full use of modern in

84、ternet technology and big data platforms,through the agricultural futures market and trading means connect small-scale farmers with modern agriculture,which can effectively solve the problems of“difficulties in selling”and“difficulties in buying”caused by information asymmetry of agricultural produc

85、ts,and can promote agricultural efficiency and increase farmers income.In the future,the Group will focus on the digitalization of agricultural production,promote the Groups self-developed smart farm management system,and participate in the construction of the local governments agricultural big data

86、 platform,laying a solid foundation for the development of Chaodas new business model.The Group will keep a close eye on the industry trends and move quickly to allocate our resources on the businesses that will better position ourselves to capture growth opportunities when the business sentiment im

87、proves.The Group will also take a prudent approach to look for new business opportunities to diversify its business in order to generate better returns for the shareholders of the Company.LIQUIDITY AND FINANCIAL RESOURCESAs at 31 December 2024,cash and cash equivalents of the Group amounted to RMB10

88、4 million(30 June 2024:RMB106 million),which includes RMB17 million restricted bank balance(30 June 2024:RMB17 million).In addition,the Group has no secured banking facilities(30 June 2024:Nil).As at 31 December 2024,the total equity of the Group(including non-controlling interests)amounted to RMB19

89、2 million(30 June 2024:RMB200 million).Since the Group did not have any outstanding bank loans or long term debts due to third party as at 31 December 2024 and 30 June 2024,the debt to equity ratio(bank loans over total equity)of the Group was nil.The current ratio(dividing total current assets by t

90、otal current liabilities)was approximately 4 times(30 June 2024:4 times).EXPOSURE TO FLUCTUATIONS IN EXCHANGE RATEThe Groups operating transactions were primarily denominated in Hong Kong Dollars and Renminbi.During the financial period under review,the Group was not exposed to material risk in resp

91、ect of fluctuations in Hong Kong Dollars and Renminbi exchange rates.The Group will continue to closely monitor the risk and adopt appropriate measure should the needs arise.During the financial period under review,the Group did not take part in any derivatives activities and did not enter into any

92、hedging activities in respect of foreign exchange risk.CHAODA MODERN AGRICULTURE(HOLDINGS)LIMITEDINTERIM REPORT 2024/202518Management Discussion and AnalysisSIGNIFICANT INVESTMENTSDuring the financial period under review,the Group did not have any significant investments.MATERIAL ACQUISITIONS AND/OR

93、 DISPOSALS OF SUBSIDIARIES AND ASSOCIATESDuring the financial period under review,the Group did not carry out any material acquisitions and/or disposals in respect of subsidiaries and associates.CHARGE ON ASSETSAs at 31 December 2024 and 30 June 2024,the Group did not charge any of its assets to any

94、 bank or other financial institutions.CONTINGENT LIABILITIESThe Group did not have any material contingent liabilities as at 31 December 2024 and 30 June 2024.CAPITAL REORGANISATION AND IMPORTANT EVENTS OCCURRED AFTER THE REVIEW PERIODShare Consolidation,Capital Reduction and the Sub-divisionOn 4 Oc

95、tober 2024,the Company has proposed a share consolidation and a capital reduction and the sub-division pursuant to which:(1)every twenty(20)issued and unissued existing shares with par value of HK$0.10 each be consolidated into one(1)consolidated share with par value of HK$2.00 each(the“Share Consol

96、idation”);and(2)immediately following the Share Consolidation becoming effective,the capital reduction and the sub-division be implemented in the following manner:(i)the capital reduction whereby(a)any fractional consolidated share in the issued share capital of the Company arising from the Share Co

97、nsolidation will be cancelled,and(b)the issued share capital of the Company be reduced by the cancellation of the paid-up capital of the Company to the extent of HK$1.99 per issued consolidated share,so that following such reduction,the par value of each issued consolidated share shall be reduced fr

98、om HK$2.00 to HK$0.01 each to become one new share(the“Capital Reduction”);(ii)the credit arising from the capital reduction will be applied towards offsetting the accumulated losses of the Company as at the effective date of the Capital Reduction,thereby reducing the accumulated losses of the Compa

99、ny;and(iii)immediately following the Capital Reduction becoming effective,each authorised but unissued consolidated share will be subdivided into 200 authorised but unissued new shares with par value of HK$0.01 each.The new shares will rank pari passu in all respects with each other in accordance wi

100、th the memorandum and articles of association of the Company(the“Sub-division”).CHAODA MODERN AGRICULTURE(HOLDINGS)LIMITEDINTERIM REPORT 2024/202519Management Discussion and AnalysisThe Share Consolidation has been effective on 17 December 2024 and the Capital Reduction and the Sub-division have bee

101、n effective on 6 February 2025.For details,please refer to the Companys announcements dated 4 October 2024,17 January 2025,3 February 2025 and 5 February 2025 respectively,and the Companys circular dated 5 November 2024.Change in Board Lot SizeAs at 3 January 2025,the board lot size for trading chan

102、ged from 2,000 Existing Shares to 10,000 Consolidated Shares per board lot(the“Change in Board Lot Size”).CAPITAL STRUCTUREThe capital structure of the Company includes issued share capital and reserves.As at 31 December 2024,the Company has issued ordinary share capital of 164,779,124 shares.HUMAN

103、RESOURCESAs at 31 December 2024,the Group employed 89 employees.According to the Groups current remuneration policy,promotions and salary increments are based on objective factors like employees job positions,work performance,qualifications and experience,and also by reference to the actual conditio

104、n of the human resources market.In addition to basic salaries,the Group also distributes discretionary bonuses and/or other incentives based on the results of internal appraisal.Besides,the Group provides employees with other benefits such as pension,insurance,education,subsidies and training progra

105、ms.In order to motivate the employees and enhance their sense of belonging so that they will support the Groups strategies,eligible employees are granted share options entitling them to subscribe for the Companys shares.CHAODA MODERN AGRICULTURE(HOLDINGS)LIMITEDINTERIM REPORT 2024/202520Other Inform

106、ationDIRECTORS INTERESTS IN SECURITIESAs at 31 December 2024,the interests and short position of the directors of the Company in the shares,underlying shares and debentures of the Company or any of its associated corporations(within the meaning of Part XV of the Securities and Futures Ordinance(the“

107、SFO”)as recorded in the register required to be kept under Section 352 of the SFO or otherwise as notified to the Company and The Stock Exchange of Hong Kong Limited(the“Stock Exchange”)pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers(the“Model Code”)as set out i

108、n the Rules Governing the Listing of Securities on the Stock Exchange(the“Listing Rules”)were as follows:Long positions in shares of the CompanyName of directorNature of interestsNumber ofshares heldTotalPercentage ofissued sharecapital recordedin the register Mr.Kwok HoPersonal interests101,40032,2

109、54,63219.57%Corporate interests(Note)32,153,232 Note:Held through Kailey Investment Ltd.which is wholly owned by Mr.Kwok Ho.Long positions in underlying shares of the CompanyNumber of share options Name of directorsGrant dateExercisable periodExercise priceHK$Adjustedexercise price(Note 1)HK$Balance

110、 as at01/07/2024During the financial period under reviewAdjusted duringthe period(Note 1)Balance as at31/12/2024 StartingEndingGrantedLapsed Mr.Kuang Qiao13/07/201613/07/2016to12/07/20260.1873.742,000,000(1,900,000)100,00013/07/2017to12/07/20260.1873.742,000,000(1,900,000)100,00013/07/2018to12/07/20

111、260.1873.742,000,000(1,900,000)100,00013/07/2019to12/07/20260.1873.742,000,000(1,900,000)100,00013/07/2020to12/07/20260.1873.742,000,000(1,900,000)100,000CHAODA MODERN AGRICULTURE(HOLDINGS)LIMITEDINTERIM REPORT 2024/202521Other InformationNumber of share options Name of directorsGrant dateExercisabl

112、e periodExercise priceHK$Adjustedexercise price(Note 1)HK$Balance as at01/07/2024During the financial period under reviewAdjusted duringthe period(Note 1)Balance as at31/12/2024 StartingEndingGrantedLapsed Mr.Ip Chi Ming13/07/201613/07/2016to12/07/20260.1873.741,200,000(1,140,000)60,00013/07/2017to1

113、2/07/20260.1873.741,200,000(1,140,000)60,00013/07/2018to12/07/20260.1873.741,200,000(1,140,000)60,00013/07/2019to12/07/20260.1873.741,200,000(1,140,000)60,00013/07/2020to12/07/20260.1873.741,200,000(1,140,000)60,000Mr.Fung Chi Kin13/07/201613/07/2016to12/07/20260.1873.74600,000(570,000)30,00013/07/2

114、017to12/07/20260.1873.74600,000(570,000)30,00013/07/2018to12/07/20260.1873.74600,000(570,000)30,00013/07/2019to12/07/20260.1873.74600,000(570,000)30,00013/07/2020to12/07/20260.1873.74600,000(570,000)30,000Mr.Tam Ching Ho13/07/201613/07/2016to12/07/20260.1873.74600,000(570,000)30,00013/07/2017to12/07

115、/20260.1873.74600,000(570,000)30,00013/07/2018to12/07/20260.1873.74600,000(570,000)30,00013/07/2019to12/07/20260.1873.74600,000(570,000)30,00013/07/2020to12/07/20260.1873.74600,000(570,000)30,000Professor Lin Shun Quan(Note 2)13/07/201613/07/2016to12/07/20260.1873.74100,000(5,000)(95,000)13/07/2017t

116、o12/07/20260.1873.74100,000(5,000)(95,000)13/07/2018to12/07/20260.1873.74100,000(5,000)(95,000)13/07/2019to12/07/20260.1873.74100,000(5,000)(95,000)13/07/2020to12/07/20260.1873.74100,000(5,000)(95,000)Notes:1)As a result of the Share Consolidation,the total number and the exercise price of Shares wh

117、ich may be issued upon exercise of all outstanding Share Options under the Share Option Scheme has been adjusted to 12,061,500 Consolidated Shares and HK$3.74 pursuant to the terms of the Share Option Scheme(as detailed in the Companys announcement dated 4 October 2024 and circular dated 5 November

118、2024).2)Professor Lin Shun Quan resigned as independent non-executive director of the Company with effect from 16 November 2024.CHAODA MODERN AGRICULTURE(HOLDINGS)LIMITEDINTERIM REPORT 2024/202522Other InformationSave as disclosed above,as at 31 December 2024,none of the directors and chief executiv

119、es of the Company nor their associates had or was deemed to have any interests or short positions in the shares,underlying shares and debentures of the Company or any of its associated corporations(within the meaning of Part XV of the SFO)which has been recorded in the register maintained by the Com

120、pany under Section 352 of the SFO or which has been notified to the Company and the Stock Exchange pursuant to the Model Code.Other than as stated above,at no time during the financial period under review,the Company,or any of its subsidiaries was a party to any arrangement to enable the directors o

121、f the Company,their respective spouses or children under 18 years of age,to acquire benefits by means of the acquisition of shares in,or debentures of the Company or any other body corporate.SUBSTANTIAL SHAREHOLDERS INTERESTS IN SECURITIESAs at 31 December 2024,the following parties(not being direct

122、ors or chief executives of the Company)were directly or indirectly interested in 5%or more of the issued share capital and underlying shares of the Company as recorded in the register required to be kept under Section 336 of the SFO:Name of substantial shareholderCapacityLong/short positionNumber of

123、 shares and underlying shares heldTotal number of shares and underlying shares heldPercentage of issued share capital recorded in the register Kailey Investment Ltd.(Note)Beneficial ownerLong32,153,23232,153,23219.51%Note:Kailey Investment Ltd.is a company incorporated in the British Virgin Islands

124、with limited liability,the entire issued share capital of which is beneficially and wholly owned by Mr.Kwok Ho.CHAODA MODERN AGRICULTURE(HOLDINGS)LIMITEDINTERIM REPORT 2024/202523Other InformationSHARE OPTION SCHEMEThe 2015 Share Option SchemePursuant to an ordinary resolution passed by shareholders

125、 of the Company at the annual general meeting of the Company held on 17 December 2015(the“Adoption Date of the 2015 Share Option Scheme”),a new share option scheme(the“2015 Share Option Scheme”)was adopted.During the financial period under review,details of the movements of the share options under t

126、he 2015 Share Option Scheme are set out below:Number of share options Category of participantsGrant dateExercisable periodExercise priceHK$Adjustedexercise price(Note 1)HK$Balance as at01/07/2024During the financial period under reviewAdjusted duringthe period(Note 1)Balance as at31/12/2024 Starting

127、EndingExercisedLapsed DirectorsMr.Kuang Qiao13/07/201613/07/2016to12/07/20260.1873.742,000,000(1,900,000)100,00013/07/2017to12/07/20260.1873.742,000,000(1,900,000)100,00013/07/2018to12/07/20260.1873.742,000,000(1,900,000)100,00013/07/2019to12/07/20260.1873.742,000,000(1,900,000)100,00013/07/2020to12

128、/07/20260.1873.742,000,000(1,900,000)100,000Mr.Ip Chi Ming13/07/201613/07/2016to12/07/20260.1873.741,200,000(1,140,000)60,00013/07/2017to12/07/20260.1873.741,200,000(1,140,000)60,00013/07/2018to12/07/20260.1873.741,200,000(1,140,000)60,00013/07/2019to12/07/20260.1873.741,200,000(1,140,000)60,00013/0

129、7/2020to12/07/20260.1873.741,200,000(1,140,000)60,000Mr.Fung Chi Kin13/07/201613/07/2016to12/07/20260.1873.74600,000(570,000)30,00013/07/2017to12/07/20260.1873.74600,000(570,000)30,00013/07/2018to12/07/20260.1873.74600,000(570,000)30,00013/07/2019to12/07/20260.1873.74600,000(570,000)30,00013/07/2020

130、to12/07/20260.1873.74600,000(570,000)30,000CHAODA MODERN AGRICULTURE(HOLDINGS)LIMITEDINTERIM REPORT 2024/202524Other InformationNumber of share options Category of participantsGrant dateExercisable periodExercise priceHK$Adjustedexercise price(Note 1)HK$Balance as at01/07/2024During the financial pe

131、riod under reviewAdjusted duringthe period(Note 1)Balance as at31/12/2024 StartingEndingExercisedLapsed Mr.Tam Ching Ho13/07/201613/07/2016to12/07/20260.1873.74600,000(570,000)30,00013/07/2017to12/07/20260.1873.74600,000(570,000)30,00013/07/2018to12/07/20260.1873.74600,000(570,000)30,00013/07/2019to

132、12/07/20260.1873.74600,000(570,000)30,00013/07/2020to12/07/20260.1873.74600,000(570,000)30,000Professor Lin Shun Quan(Note 2)13/07/201613/07/2016to12/07/20260.1873.74100,000(5,000)(95,000)13/07/2017to12/07/20260.1873.74100,000(5,000)(95,000)13/07/2018to12/07/20260.1873.74100,000(5,000)(95,000)13/07/

133、2019to12/07/20260.1873.74100,000(5,000)(95,000)13/07/2020to12/07/20260.1873.74100,000(5,000)(95,000)Employeesin aggregate13/07/201613/07/2016to12/07/20260.1873.7433,646,000(48,000)(31,963,700)1,634,30013/07/2017to12/07/20260.1873.7433,646,000(48,000)(31,963,700)1,634,30013/07/2018to12/07/20260.1873.

134、7433,646,000(48,000)(31,963,700)1,634,30013/07/2019to12/07/20260.1873.7433,646,000(48,000)(31,963,700)1,634,30013/07/2020to12/07/20260.1873.7433,646,000(48,000)(31,963,700)1,634,300Other Participantsin aggregate13/07/201613/07/2016to12/07/20260.1873.7410,100,000(9,595,000)505,00013/07/2017to12/07/20

135、260.1873.7410,100,000(9,595,000)505,00013/07/2018to12/07/20260.1873.7410,100,000(9,595,000)505,00013/07/2019to12/07/20260.1873.7410,100,000(9,595,000)505,00013/07/2020to12/07/20260.1873.7410,100,000(9,595,000)505,000 Total241,230,000(265,000)(229,168,500)11,796,500 Notes:1)As a result of the Share C

136、onsolidation,the total number and the exercise price of Shares which may be issued upon exercise of all outstanding Share Options under the Share Option Scheme has been adjusted to 12,061,500 Consolidated Shares and HK$3.74 pursuant to the terms of the Share Option Scheme(as detailed in the Companys

137、 announcement dated 4 October 2024 and circular dated 5 November 2024).2)Professor Lin Shun Quan resigned as independent non-executive director of the Company with effect from 16 November 2024.CHAODA MODERN AGRICULTURE(HOLDINGS)LIMITEDINTERIM REPORT 2024/202525Other InformationPURCHASE,SALE OR REDEM

138、PTION OF LISTED SECURITIESDuring the six months ended 31 December 2024,neither the Company nor any of its subsidiaries purchased,sold or redeemed any of the Companys listed securities.AUDIT COMMITTEEAll members of the Audit Committee are independent non-executive directors,including Mr.Tam Ching Ho(

139、the Chairman),Mr.Fung Chi Kin and Ms.Li Ying.They possess appropriate professional qualifications,accounting or related financial management expertise as required under the Listing Rules.The Audit Committee has reviewed the Interim Financial Report.CORPORATE GOVERNANCEThe Board recognises that good

140、corporate governance will not only safeguard the interests and assets of the Company and deliver long-term return to our shareholders,but will also lay a good foundation for sustainable growth of the Company.During the six months ended 31 December 2024,the Company has complied with the applicable co

141、de provisions set out in the Corporate Governance Code(the“CG Code”)contained in Appendix C1 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited(the“Listing Rules”),except for the deviation stated below:Code provision C.2.1 of the CG CodeUnder code provision C

142、.2.1 of the CG Code,the roles of chairman and chief executive should be separate and should not be performed by the same individual.Mr.Kwok Ho held and is currently performing both the roles of Chairman and Chief Executive Officer of the Company.The Board considers that Mr.Kwok,as the founder of the

143、 Group,has profound knowledge and expertise in agricultural business.Under the present structure,the Group can enjoy the benefit of strong and consistent leadership in the development and execution of the Groups business strategies in the most efficient and effective manner.The Board will review and

144、 assess such arrangement from time to time to keep a balance of power and authority.Code provision F.2.2 of the CG CodeUnder code provision F.2.2 of the CG Code,the chairman of the board should attend the annual general meeting.Mr.Kwok Ho,the chairman of the Board,was absent from the annual general

145、meeting held on 13 December 2024 due to the business engagement.Mr.Ip Chi Ming,a non-executive Director and the elected chairman of that meeting,was available to answer questions in that meeting.The Board will constantly review the corporate governance policies of the Company and adopt such practice

146、s and procedures as considered by it to be appropriate and in the overall interests of the Company and our shareholders as a whole from time to time.CHANGE OF DIRECTORS INFORMATIONPursuant to rule 13.51B(1)of the Listing Rules,the changes in the information of the Directors required to be disclosed

147、subsequent to the publication of the 2023/2024 Annual Report are set out below:(i)Professor Lin Shun Quan has resigned as an independent non-executive Director and ceased to be a member of the Audit Committee and a member of the Nomination Committee with effect from 16 November 2024;(ii)Ms.Li Ying h

148、as been appointed as a member of each of the Audit Committee and Nomination Committee with effect from 16 November 2024.CHAODA MODERN AGRICULTURE(HOLDINGS)LIMITEDINTERIM REPORT 2024/202526Other InformationMODEL CODE FOR SECURITIES TRANSACTIONSThe Company has adopted the Model Code for Securities Tra

149、nsactions by Directors of Listed Issuers(the“Model Code”)set out in Appendix C3 to the Listing Rules as its code of conduct regarding securities transactions by the Directors.All Directors,after specific enquiries by the Company,confirmed that they had complied with the required standard set out in the Model Code throughout the six months ended 31 December 2024.On behalf of the BoardKwok HoChairmanHong Kong,26 February 2025