DASHENGAGRFIN：ANNUALRESULTSANNOUNCEMENTFORTHEYEARENDED31DECEMBER2022.pdf

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1、Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for thecontents of this announcement,make no representation as to its accuracy or completeness and expressly disclaim anyliability whatsoever for any loss howsoever arising from or in reliance

2、 upon the whole or any part of the contents of thisannouncement.(a joint stock company incorporated in the Peoples Republic of China with limited liability)(Stock Code:1103)ANNUAL RESULTS ANNOUNCEMENTFOR THE YEAR ENDED 31 DECEMBER 2022The board of directors(the Board)and Shanghai Dasheng Agriculture

3、 Finance Technology Co.,Ltd.(上海大生農業金融科技股份有限公司)(the Company,together with its subsidiaries,the Group)is pleased to announce the audited consolidated annual results of the Group for the year ended 31December 2022 together with the comparative figures for the year ended 31 December 2021 as follows:1 Co

4、nsolidated Statement of Profit or Loss and Other Comprehensive IncomeFor the year ended 31 December 202220222021NotesRMB000RMB000Continuing operationsRevenue3 Contracts with customer936,940Cost of sales(747,864)Gross profit189,076Other income4a1,17933,501Other gains and losses,net4b(1,454,546)(3,587

5、)Distribution costs(35,000)Administrative and other expenses(11,366)(224,747)Reversal of impairment loss(impairment loss),net3,998(150,832)Share of loss of associates(1,330)(3,034)Loss on deconsolidation of subsidiaries15(700,402)Loss on disposal of subsidiaries14(36,566)Finance costs5(173,748)(183,

6、651)Loss before tax(1,635,813)(1,115,242)Income tax expenses6(6)(10,238)Loss for the year from continuing operations8(1,635,819)(1,125,480)Discontinued operationsGain for the year from discontinued operations,net of income tax7572Loss for the year(1,635,819)(1,124,908)Other comprehensive expenseItem

7、s that may be reclassified subsequently toprofit or loss:Exchange differences arising on translation offoreign operations(1,312)(567)Other comprehensive expense for the year,net of income tax(1,312)(567)Total comprehensive expense for the year(1,637,131)(1,125,475)2 20222021NoteRMB000RMB000(Loss)pro

8、fit for the year attributable to ownersof the Company from continuing operations(1,635,927)(1,125,599)from discontinued operations457(1,635,927)(1,125,142)Profit for the year attributable tonon-controlling interests from continuing operations108119 from discontinued operations115108234(1,635,819)(1,

9、124,908)Total comprehensive(expense)income for the yearattributable to:Owners of the Company(1,637,239)(1,125,709)Non-controlling interests108234(1,637,131)(1,125,475)Loss per share10From continuing and discontinued operations Basic(RMB)(0.171)(0.118)Diluted(RMB)N/AN/AFrom continuing operations Basi

10、c(RMB)(0.171)(0.118)Diluted(RMB)N/AN/A 3 Consolidated Statement of Financial PositionAt 31 December 202220222021NotesRMB000RMB000NON-CURRENT ASSETSProperty,plant and equipment2321Right-of-use assetsIntangible assetsInterests in associates2,2933,6232,3163,644CURRENT ASSETSTrade and other receivables1

11、1Restricted bank deposits6443Cash and cash equivalents4834,2725474,315CURRENT LIABILITIESTrade and other payables122,549,235891,372Contract liabilities108,101Borrowings1,238,4281,156,155Tax liabilities54,60554,6053,842,2682,210,233NET CURRENT LIABILITIES(3,841,721)(2,205,918)TOTAL ASSETS LESS CURREN

12、T LIABILITIES(3,839,405)(2,202,274)NON-CURRENT LIABILITIESDeferred tax liabilitiesNET LIABILITIES(3,839,405)(2,202,274)4 20222021NoteRMB000RMB000CAPITAL AND RESERVESShare capital13955,108955,108Reserves(4,794,137)(3,156,898)Equity attributable to owners of the Company(3,839,029)(2,201,790)Non-contro

13、lling interests(376)(484)TOTAL DEFICIT(3,839,405)(2,202,274)5 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor the year ended 31 December 20221.BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS(a)Statement of complianceThe consolidated financial statements have been prepared in accordance w

14、ith all applicable Hong Kong FinancialReporting Standards(HKFRSs),Hong Kong Accounting Standards(HKASs)issued by the Hong KongInstitute of Certified Public Accountants(HKICPA)and the disclosure requirements of the Hong KongCompanies Ordinance.In addition,the consolidated financial statements include

15、 applicable disclosures requiredby the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited(the StockExchange)(the Listing Rules).(b)Suspension of trading in the H shares of the CompanySince 11 February 2022,the trading of the H shares of the Company(the H Shares)has

16、been suspended.On27 April 2022 and 29 March 2023,the Company received the first and second resumption guidance(theResumption Guidance)from the Stock Exchange for the resumption of trading in the H Shares,in which theStock Exchange has set out the following guidance:(i)address the issues giving rise

17、to the disclaimer of opinion on the annual results of the Company for the yearended 31 December 2021,provide comfort that the disclaimer of opinion in respect of such issues would nolonger be required,and disclose sufficient information to enable investors to make an informed assessmentof the Compan

18、ys financial positions as required under Rule 13.50A of the Listing Rules;(ii)have the bankruptcy restructuring application against the Company withdrawn or dismissed(or thebankruptcy restructuring completed)and the appointment of the Administrator(defined in below)discharged;(iii)demonstrate the Co

19、mpanys compliance with Rule 13.24 of the Listing Rules;and(iv)announce all material information for the Companys shareholders and investors to appraise the Companysposition.If the Company fails to remedy the issue(s)causing its trading suspension,fulfill the Resumption Guidance andfully comply with

20、the Listing Rules to the Stock Exchanges satisfaction and resume trading in its shares by 10August 2023,the Listing Division of the Stock Exchange will recommend the Listing Committee of the StockExchange to proceed with the cancellation of the Companys listing.Under Rules 6.01 and 6.10 of the Listi

21、ngRules,the Stock Exchange also has the right to impose a shorter specific remedial period,when appropriate.(c)The bankruptcy restructuring of the Company(the Bankruptcy Restructuring)On 29 September 2022,the Company received a notice issued by the Shanghai Third Intermediate PeoplesCourt*(上海市第三中級人民

22、法院)of the PRC(the Shanghai Third Court)in relation to an application forbankruptcy restructuring(the Application)filed against the Company by Shanghai Tingdong Industrial Co.,Ltd.*(上海庭棟實業有限公司)(the Shanghai Tingdong)on the ground that the Company is unable to repaythe debts falling due.The Applicatio

23、n against the Company involved an outstanding amount of approximatelyRMB71.84 million.*For identification purpose only 6 The Company was informed that the Shanghai Third Court has given a civil ruling on 19 January 2023.According to the civil ruling,the Shanghai Third Court has accepted the Applicat

24、ion against the Company withthe outstanding amount due to the Shanghai Tingdong of approximately RMB71.84 million.The Company was then informed that the Shanghai Third Court has given a decision on 3 February 2023regarding the appointment of BDO China Shu Lun Pan Certified Public Accountants LLP as

25、the administrator(the Administrator)for the Bankruptcy Restructuring.According to the Enterprise Bankruptcy Law of thePRC(企業破產法)(the Enterprise Bankruptcy Law),the Administrator shall perform the following duties:(1)taking over the property,seals,account books,documents and other data of the debtor;

26、(2)investigating intothe financial position of the debtor and preparing a report on such position;(3)deciding on matters of internalmanagement of the debtor;(4)deciding on the day-to-day expenses and other necessary expenditures of thedebtor;(5)deciding,before the first creditors meeting is held,to

27、continue or suspend the debtors business;(6)managing and disposing of the debtors property;(7)participating in legal actions,arbitrations or any other legalprocedure on behalf of the debtor;(8)proposing to hold creditors meetings;and(9)performing other duties thatthe Shanghai Third Court deems that

28、it should.Upon the appointment of the Administrator,the powers of thedirectors of the Company(the Directors)were suspended with regard to the affairs and business of theCompany.The debt declaration period is from the date of the approval of Application by the Shanghai ThirdCourt to 3 April 2023.The

29、Administrator is responsible for the accuracy and completeness of the contents of the annual report and theaudited consolidated financial statements for the year ended 31 December 2022 in relation to(i)the affairs of theGroup after the appointment of the Administrator;and(ii)the preparation of the c

30、ontents of the auditedconsolidated financial statements for the year ended 31 December 2022 based on the books and records madeavailable to the Administrator.Save as addressed above,the Administrator make no representation as to the completeness and accuracy of theinformation contained in these cons

31、olidated financial statements.The Administrator has conducted a public recruitment of potential bankruptcy restructuring investors under thesupervision of the Shanghai Third Court.On 10 May 2023,the Administrator has confirmed the qualification ofa joint potential bankruptcy restructuring investors(

32、the Bankruptcy Restructuring Investors)which hadcompleted the registration,submitted its bankruptcy restructuring proposal(the Bankruptcy RestructuringProposal),and settled the required registration deposit,and the Administrator has proposed the BankruptcyRestructuring Proposal to creditors.The Bank

33、ruptcy Restructuring Proposal includes an investment from the Bankruptcy Restructuring Investors tothe Company for the settlement of debts.Creditors of secured claims and ordinary claims of the Company wouldbe entitled to elect between cash consideration or loan capitalisation of H Shares on a pro r

34、ata basis based on theamounts of their claims which confirmed by the Shanghai Third Court under the Bankruptcy Restructuring.Pursuant to Article 94 of the Enterprise Bankruptcy Law,the Company will no longer bear its responsibility forthe repayment of debts relieved by the Bankruptcy Restructuring u

35、pon the completion of BankruptcyRestructuring Proposal.The Administrator proposed the Bankruptcy Restructuring Proposal to creditors at the first creditors meetingheld on 18 April 2023.On 31 May 2023,a special resolution is duly passed by the shareholders of the Company(the Shareholders)to approve t

36、he Bankruptcy Restructuring Proposal involving issue of H Shares under specific mandate.On 2 June 2023,the Administrator applied to the Shanghai Third Court for its approval of the BankruptcyRestructuring Proposal in accordance with the result of the above creditors meeting.On 9 June 2023,theCompany

37、 received a civil ruling dated 9 June 2023 from the Shanghai Third Court which confirmed the approvalof the Bankruptcy Restructuring Proposal by the Shanghai Third Court,and the bankruptcy restructuringprocedure is therefore terminated in accordance with Clauses 2 and 3 of Article 87 of the Enterpri

38、se BankruptcyLaw.7 The Bankruptcy Restructuring Proposal will be implemented by the Company and its implementation will bemonitored by the Administrator.The implementation period of the Bankruptcy Restructuring Proposal will lastfrom the date of the approval of the Bankruptcy Restructuring Proposal

39、by the Shanghai Third Court to the dateof the completion of the Bankruptcy Restructuring Proposal(i.e.the fulfillment of all the conditions of theBankruptcy Restructuring Proposal).The implementation and supervision period of the Bankruptcy Restructuring Proposal is 18 months from the dateof approva

40、l of such Bankruptcy Restructuring Proposal by the Shanghai Third Court.Upon the end of such 18months,the Administrator shall submit a supervision report to the Shanghai Third Court in relation to theimplementation of the Bankruptcy Restructuring Proposal by the Company.The Administrator will be dis

41、chargedon the date of the submission of such report.All claims against the Company shall be released and discharged infull by virtue of the implementation of the Bankruptcy Restructuring Proposal.For details of the development of the Bankruptcy Restructuring,please refer to the announcements of theC

42、ompany dated 29 September 2022,1 February 2023,9 March 2023,15 March 2023,10 April 2023,31 May2023 and 12 June 2023 and the circular of the Company dated 16 May 2023.(d)Going concern assessmentThe Groups operations had been suspended due to the Bankruptcy Restructuring and incurred loss attributable

43、 toowners of the Company of approximately RMB1,635,927,000 for the year ended 31 December 2022.As at 31December 2022,the Group had net current liabilities and net liabilities of approximately RMB3,841,721,000 andapproximatelyRMB3,839,405,000,respectively.TheGroupstotalborrowingsofapproximatelyRMB1,2

44、38,428,000 were classified as current liabilities as at 31 December 2022 while its cash and cashequivalents amounted to approximately RMB483,000 as at the same date.The conditions above indicate the existence of material uncertainties which may cast significant doubt on theGroups ability to continue

45、 as a going concern.Therefore,the Group may be unable to realise its assets anddischarge its liabilities in the normal course of business.The Groups ability to continue as a going concern largely depends on the sufficiency of financial resourcesavailable to the Group.The Administrator is of the view

46、 that the Group will have sufficient working capital tomeet its financial obligations as and when they fall due in the next 12 months from 31 December 2022 due to thefollowing reasons:(1)the Bankruptcy Restructuring Investors had agreed to provide approximately RMB12 million for theBankruptcy Restru

47、cturing pursuant to the Bankruptcy Restructuring Proposal within 90 days after theresumption of trading of the shares of the Company on the Stock Exchange;(2)the Bankruptcy Restructuring Investors had agreed to provide up to RMB100 million for the Company toimplement any further steps as required fo

48、r the operation of the Groups business;(3)the settlement of the debts will be implemented according to the Bankruptcy Restructuring Proposal.UponthecompletionoftheBankruptcyRestructuringProposal,theCompanywillnolongerbearitsresponsibility for the repayment of debts relieved by the Bankruptcy Restruc

49、turing upon the completion ofBankruptcy Restructuring Proposal;(4)the Group has entered into(a)long-term contracts with four customers at an aggregate amount ofapproximately RMB182 million(value-added tax inclusive)per annum;and(b)short-term contracts withtwo customers at an aggregate amount of appr

50、oximately RMB7 million(value-added tax inclusive),respectively;and 8(5)the Group is expected to be profitable and be able to generate net operating cash inflows from its futurebusiness operations.As such,the Group will have sufficient financial resources to continue its business on a going concern b

51、asissubject to the investment from the Restructuring Investors,the completion of the Bankruptcy RestructuringProposal,and the operation of the Groups principal business.The consolidated financial statements have been prepared on a going concern basis on the basis that theBankruptcy Restructuring of

52、the Company will be successfully completed,and that,following the BankruptcyRestructuring,the Group will continue to meet in full its financial obligations as they fall due in the foreseeablefuture.Should the Group be unable to complete the Bankruptcy Restructuring and therefore be unable to continu

53、e itsbusiness as a going concern,adjustments would have to be made to reclassify all non-current assets to currentassets,write-down the value of assets to their recoverable amount and to provide for further liabilities whichmight arise.The effect of these adjustments has not been reflected in the co

54、nsolidated financial statements.2.APPLICATION OF NEW AND AMENDMENTS TO HKFRSsAmendments to HKFRSs that are mandatorily effective for the current yearIn the current year,the Group has applied the following amendments to HKFRSs issued by the HKICPA for the firsttime,which are mandatorily effective for

55、 the Groups annual period beginning on 1 January 2022 for the preparationof the consolidated financial statements:Amendment to HKFRS 3Reference to the Conceptual FrameworkAmendment to HKFRS 16Covid-19-Related Rent Concessions beyond 30 June 2021Amendment to HKAS 16Property,Plant and Equipment Procee

56、ds before Intended UseAmendment to HKAS 37Onerous Contracts Cost of Fulfilling a ContractAmendments to HKFRSsAnnual Improvements to HKFRSs 20182020Except as described below,the application of amendments to HKFRSs in the current year had no material impact onthe Groups financial positions and perform

57、ance for the current and prior years and/or on the disclosures set out inthese consolidated financial statements.Impacts on application of Amendments to HKFRS 3 Reference to the Conceptual FrameworkThe Group has applied the amendments to business combinations for which the acquisition date was on or

58、 after 1January 2022.The amendments update a reference in HKFRS 3 Business Combinations so that it refers to theConceptual Framework for Financial Reporting 2018 issued in June 2018(the Conceptual Framework)instead ofFramework for the Preparation and Presentation of Financial Statements(replaced by

59、the Conceptual Framework forFinancial Reporting 2010 issued in October 2010),add a requirement that,for transactions and events within thescope of HKAS 37 Provisions,Contingent Liabilities and Contingent Assets or HK(IFRIC)Int 21 Levies,anacquirer applies HKAS 37 or HK(IFRIC)Int 21 instead of the Co

60、nceptual Framework to identify the liabilities ithas assumed in a business combination and add an explicit statement that an acquirer does not recognise contingentassets acquired in a business combination.9 The application of the amendments in the current year has had no impact on the Groups consoli

61、dated financialstatements.Impacts on application of Amendments to HKFRSs Annual Improvements to HKFRSs 20182020The Group has applied the amendments for the first time in the current year.The annual improvements makeamendments to the following standards:HKFRS 9 Financial InstrumentsThe amendment clar

62、ifies that for the purpose of assessing whether modification of terms of original financial liabilityconstitutes substantial modification under the 10 per cent test,a borrower includes only fees paid or receivedbetween the borrower and the lender,including fees paid or received by either the borrowe

63、r or the lender on theothers behalf.In accordance with the transitional provisions,the Group applies the amendment to financial liabilities that aremodified or exchanged as at the date of initial application,1 January 2022.HKFRS 16 LeasesThe amendment to Illustrative Example 13 accompanying HKFRS 16

64、 removes from the example the illustration ofreimbursement relating to leasehold improvements by the lessor in order to remove any potential confusion.The application of the amendments in the current year has had no impact on the Groups consolidated financialstatements.New and Amendments to HKFRSs i

65、n issue but not yet effectiveThe Group has not early applied the following new and amendments to HKFRSs that have been issued but are not yeteffective:HKFRS 17(including the October2020 and February 2022Amendments to HKFRS 17)Insurance Contracts1Amendments to HKFRS 10 andHKAS 28Sale or Contribution

66、of Assets between an Investor and its Associate orJoint Venture2Amendments to HKFRS 16Lease Liability in a Sale and Leaseback3Amendments to HKAS 1Classification of Liabilities as Current or Non-current and relatedamendments to Hong Kong Interpretation 5(2020)3Amendments to HKAS 1Non-current Liabilit

67、ies with Covenants(2022)3Amendments to HKAS 1 andHKFRS Practice Statement 2Disclosure of Accounting Policies1Amendments to HKAS 8Definition of Accounting Estimates1Amendments to HKAS 12Deferred Tax related to Assets and Liabilities arising from a SingleTransaction11Effective for annual periods begin

68、ning on or after 1 January 2023.2Effective for annual periods beginning on or after a date to be determined.3Effective for annual periods beginning on or after 1 January 2024.10 Except for the new and amendments to HKFRSs mentioned in the consolidated financial statements,the Administratoranticipate

69、d that the application of all other new and amendments to HKFRSs will have no material impact on theconsolidated financial statements in the foreseeable future.3.SEGMENT INFORMATIONInformation reported to the Board,being the chief operating decision maker(CODM),for the purposes of resourceallocation

70、 and assessment of segment performance focuses on types of goods or services delivered or provided.Nooperating segments identified by the CODM have been aggregated in arriving at the reportable segments of the Group.The Group now has three reportable segments.The segments are managed separately as e

71、ach business offers differentproducts and services and requires different business strategies.The following summary describes the operations ineach of the Groups reportable segments:.Agricultural and petrochemical products supply chain services(including chemical fertilizers,fuel oil,mixedaromatics,

72、white sugar,food products and frozen products).Financial leasing and commercial factoring services.Agrochemical products supply chain services production and sale of pesticides and chemical productsOperating segments regarding the agricultural big-data services were discontinued since the year ended

73、 31 December2020 and completed the disposal during the year ended 31 December 2021.The segment information reported belowdoes not include any amounts for these discontinued operations,which are described in more details in Note 7 to thisresults announcement.(a)Segment revenues and results and segmen

74、t assets and liabilitiesThe following is an analysis of the Groups revenue and results,the Groups assets and liabilities fromcontinuing operations by reportable and operating segments:For the year ended 31 December 2022Continuing operationsAgriculturalandpetrochemicalproductssupply chainservicesFina

75、ncialleasing andcommercialfactoringservicesAgrochemicalproductssupply chainservicesTotalRMB000RMB000RMB000RMB000Reportable segment revenue fromexternal customersReportable segment loss(1,635,816)(3)(1,635,819)Reportable segment assets2,86032,863Reportable segment liabilities(3,821,662)(20,606)(3,842

76、,268)11 For the year ended 31 December 2021Continuing operationsAgriculturalandpetrochemicalproductssupply chainservicesFinancialleasing andcommercialfactoringservicesAgrochemicalproductssupply chainservicesTotalRMB000RMB000RMB000RMB000Reportable segment revenue fromexternal customers936,940936,940R

77、eportable segment loss(463,739)(27)(661,714)(1,125,480)Reportable segment assets7,95637,959Reportable segment liabilities(2,189,627)(20,606)(2,210,233)4a.OTHER INCOME20222021RMB000RMB000Continuing operationsRental income(Note(a)542Supply of utilities27,555Sales of scrap and other materials1,132Inter

78、est income19262Compensation income350Government grants(Note(b)2,616Others8101,3941,17933,501Notes:(a)Leases20222021RMB000RMB000For operating leases:Lease payments that are fixed or depend onan index or a rate542 12(b)The government grants are mainly incentives provided by the Anhui local government

79、and the amount receivedeach year is determined by the Anhui local government.There were no unfulfilled conditions or othercontingencies attached to these grants.4b.OTHER GAINS OR LOSSES,NET20222021RMB000RMB000Continuing operationsLoss on disposals of property,plant and equipment(1,292)Gain on dispos

80、al of an associate3,509Written-off of trade and other receivables(5,804)Other losses(Notes 12(d)to(g)(1,454,546)(1,454,546)(3,587)5.FINANCE COSTS20222021RMB000RMB000Continuing operationsInterest expense on borrowings110,655110,966Interest expense on other payables63,09372,685173,748183,6516.INCOME T

81、AX EXPENSES20222021RMB000RMB000Continuing operationsCurrent income tax:PRC enterprise income tax(EIT)67,039Under-provision in prior years,netEIT3,159610,198Deferred tax40610,238 13 Under the Law of the Peoples Republic of China on Enterprise Income Tax(the EIT Law)and ImplementationRegulation of the

82、 EIT Law,the tax rate of the PRC subsidiaries is 25%for both years.One of the Companys subsidiaries has obtained the qualification of High and New Technology Enterprise from therelevant PRC government authorities and subject to a preferential tax rate of 15%for 2022 and 2021.The subsidiaryhas been d

83、econsolidated from the consolidated financial statement of the Group during the year ended 31 December2022.For details,please refer to Note 15.On 21 March 2018,the Hong Kong Legislative Council passed The Inland Revenue(Amendment)(No.7)Bill 2017(the Bill)which introduces the two-tiered profits tax r

84、ates regime.The Bill was signed into law on 28 March 2018and was gazetted on the following day.Under the two-tiered profits tax rates regime,the first HK$2 million of profitsof the qualifying group entities will be taxed at 8.25%and profits above HK$2 million will be taxed at 16.5%.Theprofits of gro

85、up entities not qualifying for the two-tiered profits tax rates regime will continue to be taxed at a flat rateof 16.5%.The Administrator considered the amount involved upon implementation of the two-tiered profits tax rates regime asinsignificant to the consolidated financial statements.Hong Kong P

86、rofits Tax is calculated at 16.5%of the estimatedassessable profit for both years.7.DISCONTINUED OPERATIONS AND DISPOSAL GROUPThe profit for the year from discontinued operations is set out below:2021RMB000Agricultural big-data services operationNote572Note:Discontinued agricultural big-data service

87、s operationOn 26 May 2020,the Company received an execution ruling dated 15 May 2020 issued by the Shanghai No.2Intermediate Peoples Court*(上海市第二中級人民法院)(the Shanghai Second Court)(the Zhiying LegalProceedings).Pursuant to such execution ruling,the Company shall repay the plaintiffs(i)the considerati

88、on ofRMB129,166,715 and all related overdue interests;(ii)their legal fee of RMB500,000;and(iii)their propertypreservation liability insurance premium of RMB119,000.The Company shall also pay enforcement fees in the amountof RMB197,185.72.In case where the Company fails to fulfil its repayment oblig

89、ations,the plaintiffs may enter into an agreement withShanghai Kaiyi Corporate Management Consultancy Co.,Ltd.*(上海諧易企業管理諮詢有限公司)(ShanghaiKaiyi),a direct wholly-owned subsidiary of the Company,pursuant to the civil mediation order issued by theShanghai Second Court,where the plaintiffs may be compensa

90、ted through the value conversion of the Companys 80%equityinterestsinShanghaiRuntongIndustrialandInvestmentCo.,Limited*(上海潤通實業投資有限公司)(Shanghai Runtong)(the Shanghai Runtong Shares)pledged by Shanghai Kaiyi,or be compensated on apreferential basis through auction or sale of the Shanghai Runtong Share

91、s.14 The Company failed to repay the plaintiffs pursuant to the execution ruling dated 15 May 2020 and that an auctionannouncement dated 27 November 2020 has been published by the Shanghai Second Court on the public auctionnetwork()(the Gongpai Auction)to put the Shanghai Runtong Shares on auction d

92、uring the periodfrom 8 January 2021 to 11 January 2021 through the network platform of Gongpai Auction,with a reserve price ofRMB28,840,000.The auction was subsequently re-scheduled to between 27 February 2021 and 2 March 2021 with asame reserve price.On 2 March 2021,the Company noticed from the net

93、work platform of Gongpai Auction that saidthe auction was not successful.The assets and liabilities attributable to this business,which were expected to be sold within twelve months,have beenclassified as a disposal group held for sale and are presented separately in the consolidated statement of fi

94、nancialposition as at 31 December 2020.By 5 July 2021,the Company received an execution ruling issued by the Shanghai Second Court dated 20 April 2021in relation to the disposal of the Shanghai Runtong Shares to the pledgee in partial settlement of the debts at the prioragreed reserve price for the

95、auction of RMB28,840,000 during the execution process of the Shanghai Second Court forthe Zhiying Legal Proceedings.Shanghai Runtong ceased to be a subsidiary of the Company upon the issue of theexecution ruling against the Company.The Company amounts of the assets and liabilities of Shanghai Runton

96、g as at the date of disposal are disclosed inNote 14.The results from the discontinued agricultural big-data services operation for the period from 1 January 2021 to 20April 2021 are set out below:2021RMB000Revenue3,279Cost of sales(373)Other income71Administrative and other expenses(2,405)Profit be

97、fore tax572Income tax expensesProfit for the year from discontinued operation572Auditors remuneration40Duringtheyearended31December2021,thediscontinuedagriculturalbig-dataservicesoperationusedapproximately RMB11,822,000 in respect of the Groups net operating cash flows,used approximately RMB210,000i

98、n respect of investing activities and had no impact in respect of financing activities.15 8.LOSS FOR THE YEARLoss for the year from continuing operations is arrived at after charging:20222021RMB000RMB000Continuing operationsAuditors remuneration5601,370Cost of inventories recognised as expenses745,6

99、94Amortisation of intangible assets736Depreciation of property,plant and equipment846,781Depreciation of right-of-use assets1,260Loss on disposals of property,plant and equipment1,292Research and development costs recognised as expense32,177Operating lease rental expenses in respect of:Land and buil

100、dings3626069.DIVIDENDSNo dividend was paid or proposed for ordinary shareholders of the Company during the year ended 31 December2022,nor has any dividend been proposed since the end of the reporting period(2021:Nil).10.LOSS PER SHAREFor continuing and discontinued operationsThe calculation of the b

101、asic and diluted loss per share from continuing and discontinued operations attributable to theowners of the Company is based on the following data:Loss figures are calculated as follows:20222021RMB000RMB000Loss for the year attributable to owners of the Company forthe purpose of basic and diluted l

102、oss per share(1,635,927)(1,125,142)Number of shares20222021Weighted average number of ordinary shares for the purpose ofbasic and diluted loss per share9,551,079,8129,551,079,812 16 For continuing operationsThe calculation of the basic and diluted loss per share attributable to the owners of the Com

103、pany is based on thefollowing data:Loss figures are calculated as follows:20222021RMB000RMB000Loss for the year attributable to owners of the Company(1,635,927)(1,125,142)Less:Profit for the year from discontinued operations457Loss for the purpose of basic and diluted loss per share fromcontinuing o

104、perations(1,635,927)(1,125,599)The denominators used are the same as those detailed above for both basic and diluted earnings per share.For discontinued operationsDuring the year ended 31 December 2021,basic and diluted profit per share for the discontinued operations is profitof RMB0.00005 per shar

105、e,based on the profit for the year from the discontinued operations of RMB457,000 and thedenominators detailed above for both basic and diluted earnings per share.No diluted earnings per share for both 2022 and 2021 were presented as there were no potential ordinary shares inissue for both 2022 and

106、2021.11.TRADE AND OTHER RECEIVABLES20222021RMB000RMB000Trade receivables626,969Other receivables751,7831,690,326751,7832,317,295Less:Impairment loss recognised on trade and other receivables(751,783)(2,317,295)17 The aging analysis of trade and notes receivables for agricultural and petrochemical pr

107、oducts supply chain services areprepared based on invoice dates.The detailed aging analysis that are before impairment loss are as follows:20222021RMB000RMB0002 years to less than 3 years610Over 3 years626,359626,96912.TRADE AND OTHER PAYABLES20222021RMB000RMB000Trade payables27,78127,781Amounts due

108、 to related companies(note a)73,96372,698Other payables and accruals(notes(b)to(g)2,447,491549,793Financial guarantee contracts241,1002,549,235891,372Notes:The other payables and accruals of the Group as at 31 December 2022 and 31 December 2021 comprised thefollowings:(a)The amounts are interest-fre

109、e,unsecured and repayable on demand.(b)An amount due to a former shareholder of a subsidiary of the Company of approximately RMB100,327,000(2021:approximately RMB100,327,000)with outstanding overdue penalty of approximately RMB41,555,000(2021:approximately RMB33,529,000),which was unsecured,interest

110、-free,repayable on 10 October 2018,andsubject to an overdue penalty of 8%per annum.(c)An amount due to a creditor of approximately RMB36,674,000(2021:approximately RMB36,674,000)withoutstanding overdue penalty of approximately RMB57,326,000(2021:approximately RMB50,633,000),which isunsecured,interes

111、t-free,is repayable from February to August 2018 and subject to an overdue penalty of 0.05%per day.(d)Litigation with CEFC Shanghai Securities Limited(上海華信證券有限責任公司)(CEFC Securities)On 16 January 2020,the Company received a civil judgement dated 19 December 2019 made by the GansuProvincial Higher Peo

112、ples Court*(甘肅省高級人民法院)in relation to breach of loan agreement due to defaultin repayment of loan from CEFC Securities in a principal amount of RMB300,000,000 and all related interest.According to such civil judgement,the Company shall repay CEFC Securities,(i)the principal amount of theloan of RMB30

113、0,000,000;(ii)relevant overdue interest of approximately RMB10,732,000;(iii)relevantcompound interest of approximately RMB52,000;(iv)relevant penalty interest of approximately RMB1,445,000;18 and(v)CEFC Securities legal fees of approximately RMB350,000.The guarantors to the loan,namely,Shenzhen Dash

114、eng Agricultural Group Co.,Ltd.*(深圳市大生農業集團有限公司)(Shenzhen Dasheng),asubstantial shareholder(as defined in the Listing Rules)of the Company at the time,Dasheng(Fujian)Agricultural Ltd.*(大生(福建)農業有限公司)(Fujian Dasheng)and Hong Kong Dasheng InvestmentHoldings Company Limited(香港大生投資控股有限公司)(Hong Kong Dashen

115、g)shall undertake joint andseveral guarantee liability for the repayment obligations of the Company under(i)to(v)mentioned above.In theevent that the Company fails to fulfil its repayment obligations set out above,CEFC Securities is entitled to thepriority of compensation claims against the Companys

116、 pledge of account receivables from two independent thirdparties of approximately RMB406,000,000,and the interest to be repaid shall be doubled.Details,please refer tothe Companys announcement dated 16 January 2020.On 15 August 2022,the Company received a copy of a civil complaint from the Shanghai

117、RailwayTransportation Court*(上海鐵路運輸法院)in the PRC submitted by CEFC Securities claiming against RuiyingXinrong(Shenzhen)Commercial Factoring Co.,Limited*(瑞盈信融(深圳)商業保理有限公司),which was anindirect non-wholly owned subsidiary of the Company,concerning a default payment of the repurchaseconsideration under

118、 a trust loan and the guarantors for such repayment,including the Company,Fujian Dashengand Hong Kong Dasheng were named as defendants.The total amount of claims under the civil complaint isRMB373,149,700,including the repurchase consideration of RMB217,580,000 and the accrued interests ofRMB155,569

119、,700.Up to the date of this results announcement,the Company had not received any judgement inrelation to such proceedings.Details of the above proceedings are set out in the Companys announcement dated15 August 2022.The Company received an execution ruling issued by the Gansu Provincial Lanzhou Int

120、ermediate Peoples Court*(甘肅省蘭州市中級人民法院)dated 23 September 2022,which reinstated the civil judgement dated 19December 2019,and that in the event that there are insufficient bank deposits for the Company to fulfil itspayment obligations,assets of the Company of equivalent value shall be seized,impounde

121、d,auctioned,or sold.A bankruptcy restructuring application was filed by Shanghai Tingdong against the Company on 29 September2022.On 6 June 2023,the Company received a civil ruling dated 6 June 2023 from the Shanghai Third Court inrelation to the Table of No Objections of Creditors Claims of Shangha

122、i Dasheng Agriculture FinanceTechnology Co.,Ltd.*(上海大生農業金融科技股份有限公司無異議債權表).According to such civil ruling,it was confirmed that the claims from CEFC Securities amounted to RMB401,761,470.00.Pursuant to Article 94of the Enterprise Bankruptcy Law,the Company will no longer bear the responsibility for t

123、he repayment of debtsrelieved by the Bankruptcy Restructuring upon the completion of the Bankruptcy Restructuring Proposal.(e)Litigation with Anhui Huaxing Chemical Industry Company Limited*(安徽華星化工有限公司)(AnhuiHuaxing)(i)On 11 August 2021,the Company was notified that an application for bankruptcy res

124、tructuring(theHuaxing Bankruptcy Restructuring)against Anhui Huaxing,a then wholly owned subsidiary of theCompany,was filed with the Peoples Court of He County,Anhui Province(the Anhui Court)in thePRC by a creditor on 4 August 2021 on the ground that Anhui Huaxing was unable to repay the debtfalling

125、 due.On 8 March 2022,the Company received a notification letter from Anhui Huaxing,stating thata change of shareholder of Anhui Huaxing was completed on 3 March 2022.The entire equity interest ofAnhui Huaxing was transferred to the restructuring investor of Anhui Huaxing(the Huaxing BankruptcyRestru

126、cturing Investor)on 3 March 2022.19 For details of the development,please refer to the announcements of the Company dated 11 August 2021,19 August 2021,3 September 2021,22 October 2021,26 January 2022,22 February 2022 and 8 March2022.(ii)On 22 March 2022,the Company received a civil ruling dated 17

127、March 2022 issued by the Anhui Court inrelationtothestatementofclaimfiledbytheadministratorofAnhuiHuaxing(theHuaxingAdministrator)on 24 January 2022 against the Company under the Anhui Court for the repayment ofthe financial assistance given to the Company by Anhui Huaxing in an aggregate principal

128、amount ofRMB35.5 million,default interest of approximately RMB13.5 million up to 23 January 2022 and theaccrued interests from 24 January 2022 up to the date of repayment(the Legal Proceedings).Pursuantto such civil ruling,the Company shall,within ten days from the effective date of the ruling,repay

129、 AnhuiHuaxing(1)aggregate principal amount of RMB35.5 million;(2)interest of approximately RMB3.8 millionfor the period from 23 February 2021 up to the date of actual payment,which is calculated on the basis ofthe principal amount of RMB35.5 million at 1.5 times the prevailing prime lending rate of

130、3.7%for 1-yearloans promulgated by the National Interbank Funding Center;(3)case acceptance fee of RMB286,866;and(4)preservation fee of RMB5,000.In the event that the Company fails to fulfill the payment obligationwithin the period as specified in the ruling,additional interest on the amount due wil

131、l be levied on theCompany for the period of late payment concerned in accordance with Article 260 of the Civil ProcedureLaw of The Peoples Republic of China(the Civil Procedure Law).As a result,additional interest ofapproximately RMB1.7 million has arisen.The Company received an execution ruling dat

132、ed 30 October2022 issued by the Anhui Court,which according to the execution ruling,the Company was not found tohave any assets available for the execution of the civil ruling dated 17 March 2022 and the executionprocedure was thereby terminated.(iii)The Company received a civil ruling dated 25 July

133、 2022 issued by the Anhui Court.According to the civilruling,during the period between March to December 2018,a series of debt assignment and assumptionagreements and assignment of claim agreements have been executed among the Company,Anhui Huaxing,Shenzhen Dasheng and three independent third partie

134、s for the assignment of debts and claims,and orderedthe Company for the repayment of debts under the agreements in an aggregate principal amount ofapproximately RMB713.8 million.Pursuant to such civil ruling,the Company shall,within ten days fromthe effective date of the ruling,repay Anhui Huaxing t

135、he aggregated principal amount of approximatelyRMB713.8 million.In the event that the Company fails to fulfill the payment obligation within the periodas specified in the ruling,additional interest on the amount due will be levied on the Company for theperiod of late payment concerned in accordance

136、with Article 260 of the Civil Procedure Law.As a result,additional interest of approximately RMB18.4 million has arisen.The case acceptance fee of RMB3.6million shall also be borne by the Company.The Company received an execution ruling dated 30 October2022 issued by the Anhui Court,which according

137、to the execution ruling,the Company was not found tohave any assets available for the execution of the civil ruling dated 25 July 2022 and the executionprocedure was thereby terminated.(iv)The Company received a civil ruling dated 19 August 2022 issued by the Anhui Court.According to thecivil ruling

138、,during the period between April 2018 to July 2021,Anhui Huaxing provided financialassistance to the Company in an aggregate principal amount of approximately RMB66.9 million.Pursuantto such civil ruling,the Company shall,within ten days from the effective date of the ruling,repay AnhuiHuaxing the p

139、rincipal amount of approximately RMB66.9 million.In the event that the Company fails tofulfill the payment obligation within the period as specified in the ruling,additional interest on the amountdue would be levied on the Company for the period of late payment concerned in accordance with Article26

140、0 of the Civil Procedure Law.As a result,additional interest of approximately RMB1.4 million hasarisen.The case acceptance fee of RMB376,448 shall be borne by the Company.The Company received an 20 execution ruling dated 30 October 2022 issued by the Anhui Court,which according to the executionrulin

141、g,the Company was not found to have any assets available for the execution of the civil ruling dated19 August 2022 and the execution procedure was thereby terminated.As set out in the statement of claim dated 6 March 2023,Anhui Huaxing claimed against the Company for a sumof approximately RMB841.5 m

142、illion,purported to be the balance of original claims of approximately RMB816.2million(being the sum of the principal amounts as described in(ii),(iii)and(iv)above),interest ofapproximately RMB3.8 million(being the interest as described in(ii)above),yield claims of approximatelyRMB21.5 million(being

143、 the sum of additional interest as described in(ii),(iii)and(iv)above),and other claimsof RMB5,000(being the preservation fee as described in(ii)above).Since the Bankruptcy RestructuringProposal has been approved by the Shanghai Third Court.Pursuant to Article 94 of the Enterprise BankruptcyLaw,the

144、Company will no longer bear its responsibility for the repayment of debts relieved by the BankruptcyRestructuring upon the completion of Bankruptcy Restructuring Proposal.(f)Creditors claim by Jiujiang Bank Co.,Ltd.Guangdong Free Trade Zone Nansha Sub-branchJiujiang Bank Co.,Ltd.Guangdong Free Trade

145、 Zone Nansha Sub-branch(九江銀行股份有限公司廣東自貿試驗區南沙支行)(Jiujiang Bank)entered into multiple loan borrowing agreements and extension agreements withAnhui Huaxing on 13 April 2018,17 April 2018,15 April 2019 and 16 April 2019;and the Company thereafterentered into with Jiujiang Bank a maximum guarantee contrac

146、t and a maximum pledge amount contract on 8April 2018 and 11 April 2018,respectively,and a deed of guarantee in relations to the abovementioned loans on1 April 2018.The Huaxing Bankruptcy Restructuring was completed in 2022 and the Anhui Court determinedthat the claims of Jiujiang Bank,being one of

147、the creditors of Anhui Huaxing,were non-preferential claims.Therefore,Jiujiang Bank was unable to recover its claims from the sale of fixed assets of Anhui Huaxing.AsAnhui Huaxing failed to repay such loans,Jiujiang Bank subsequently submitted a creditors claim to theAdministrator based on the deed

148、of guarantee,the maximum guarantee contract and the maximum pledge amountcontract,thedeclarationforinitialclaimswasRMB253,871,785.58andinterest-bearingclaimswasRMB56,372,242.74,with a total amount of RMB310,244,028.32.The final amount so confirmed by theAdministrator was RMB276,685,014.24.(g)Credito

149、rs claim by Minsheng Financial Leasing Co.,Ltd.Minsheng Financial Leasing Co.,Ltd.(民生金融租賃股份有限公司)(Minsheng Financial)entered into afinance lease agreement and supplemental agreements with Anhui Huaxing on 24 August 2016,13 June 2018,11September 2019 and 12 March 2020,respectively;and the Company ther

150、eafter entered into a legal personguarantee contract and two pledge agreements with Minsheng Financial on 13 June 2018,11 September 2019and 21 April 2021,respectively.The Huaxing Bankruptcy Restructuring was completed in 2022 and the AnhuiCourt determined that Minsheng Financial,being one of the cre

151、ditors of Anhui Huaxing,as non-preferentialclaims.Therefore,Minsheng Financial was unable to recover its claims from the sale of fixed assets of AnhuiHuaxing.As Anhui Huaxing failed to repay such loans,Minsheng Financial subsequently submitted a creditorsclaim to the Administrator based on the finan

152、ce lease agreement and supplemental agreement,the declaration forinitial claims was RMB220,316,203.02 and litigation fee was RMB106,958.00,with a total amount ofRMB220,423,161.02.The amount so declared was fully confirmed by the Administrator.21 The following is an aged analysis of trade payable pre

153、sented based on the invoice dates:20222021RMB000RMB000Agricultural and petrochemical products supply chain services:Over 3 years27,78127,78113.SHARE CAPITALNumber ofsharesAmountRMB000Ordinary shares of RMB0.1 eachAuthorised,issued and fully paid:At 31 December 2021 and 31 December 20229,551,079,8129

154、55,10814.DISPOSAL OF INTERESTS IN SUBSIDIARIESFor the year ended 31 December 2021Disposal of Shanghai RuntongAs disclosed in Note 7,the Company received an execution ruling issued by the Shanghai Second Court dated 20April 2021 in relation to the disposal of the Shanghai Runtong Shares to the Pledge

155、e in partial settlement of the debtsat the prior agreed reserve price for the auction of RMB28,840,000 during the execution process of the ShanghaiSecond Court for the Zhiying Legal Proceedings.Shanghai Runtong ceased to be a subsidiary of the Company uponthe issue of the execution ruling against th

156、e Company.22 The net assets of the Shanghai Runtong as at the date of disposal were as follows:Analysis of assets and liabilities over which control was lost:20 April 2021RMB000Property,plant and equipment6,928Intangible assets3,950Equity instruments at FVTOCI4,422Deferred tax assets376Inventories68

157、Restricted bank deposits79,807Cash and cash equivalents664Trade and other receivables63,239Deferred tax liabilities(1)Trade and other payables(76,096)Tax liabilities(1,600)Net assets disposed of81,757Loss on disposal:Consideration28,840Non-controlling interest16,351Net assets disposed of(81,757)Loss

158、 on disposal(36,566)Net cash outflow arising on disposal:Cash receivedLess:cash and cash equivalents disposed of(664)(664)15.DECONSOLIDATION OF SUBSIDIARIESFor the year ended 31 December 2021Deconsolidation of the Anhui Huaxing and its subsidiaries(Anhui Huaxing Group)On 4 August 2021,an application

159、 for Huaxing Bankruptcy Restructuring was filed with the Anhui Court by a creditoron the ground that Anhui Huaxing is unable to repay the debt falling due.Anhui Huaxing is a wholly-ownedsubsidiary of the Company which engages in agrochemical products supply chain services in the PRC.On 13 August2021

160、,the Anhui Court accepted the application for Huaxing Bankruptcy Restructuring.The Anhui Court has given a decision on 24 August 2021 regarding the establishment and appointment of theliquidation team as the Huaxing Administrator for the Huaxing Bankruptcy Restructuring.The Group considered thatthe

161、control over Anhui Huaxing has been lost on 13 August 2021 and accordingly,the financial results of AnhuiHuaxing Group were deconsolidated from the consolidated financial statements of the Group since 13 August 2021.23 The net assets of the Anhui Huaxing Group as at the date of deconsolidation were

162、as follows:Net assets deconsolidated:RMB000Property,plant and equipment879,963Right-of-use assets89,616Intangible assets5,728Interests in associates21,003Inventories192,482Cash and cash equivalents14,044Trade and other receivables278,578Amount due from the Group33,200Contract liabilities(18,203)Borr

163、owings(499,297)Trade and other payables(286,021)Tax liabilities(7,549)Deferred tax liabilities(3,168)Net assets deconsolidated of700,376Loss on deconsolidation of subsidiaries:Non-controlling interest(26)Net assets deconsolidated of(700,376)Loss on deconsolidation(700,402)Net cash outflow arising on

164、 deconsolidation:Cash receivedLess:cash and cash equivalents deconsolidation of(14,044)(14,044)24 EXTRACT OF THE INDEPENDENT AUDITORS REPORTDisclaimer of opinionThe following is an extract of the independent auditors report of the Groups consolidated financialstatements for the year ended 31 Decembe

165、r 2022 which has included a disclaimer of opinion.Basis for disclaimer of opinion(a)Multiple fundamental uncertainties relating to going concernAs disclosed in Note 2(c)to the consolidated financial statements,the bankruptcy restructuringproposal(the Bankruptcy Restructuring Proposal)submitted by th

166、e administrator(theAdministrator),who was appointed by the Shanghai Third Intermediate Peoples Court*(上海市第三中級人民法院)of the Peoples Republic of China(the PRC)(the Shanghai ThirdCourt)on 3 February 2023,has been approved by the Shanghai Third Court on 9 June 2023,andthe bankruptcy restructuring procedur

167、e is therefore terminated.Up to the date of this report,theBankruptcy Restructuring Proposal has been implemented by the Company but yet completed.Ifthe Bankruptcy Restructuring Proposal could not be successfully implemented and completed,theCompany will go through bankruptcy liquidation.In addition

168、,as stated in Notes 2(c)&(d)to the consolidated financial statements,the Groupsoperations is suspended due to the bankruptcy restructuring and incurred loss attributable toowners of the Company of approximately RMB1,635,927,000 for the year ended 31 December2022 and,as of that date,the Groups curren

169、t liabilities exceeded its current assets byapproximatelyRMB3,841,721,000andtheCompanyhasnetliabilitiesofapproximatelyRMB3,839,405,000.The Groups total borrowings of approximately RMB1,238,428,000 wereclassified as current liabilities as at 31 December 2022 while its cash and cash equivalentsamounte

170、d to approximately RMB483,000 as at the same date.These conditions,along with other matters as described in Notes 2(c)&(d)to the consolidatedfinancial statements,indicate the existence of material uncertainties which may cast significantdoubt on the Groups ability to continue as a going concern and

171、therefore it may be unable torealise its assets and discharge its liabilities in the normal course of business.As explained in Note 2(d)to the consolidated financial statements,the consolidated financialstatements have been prepared by the Administrator on a going concern basis,the validity ofwhich

172、depends on the outcome of the measures as described in Note 2(d),which are subject tomaterial uncertainties.We are unable to determine whether the use of the going concernassumption in the preparation of the consolidated financial statements is proper and appropriate.Should the going concern assumpt

173、ion be inappropriate,adjustments would be necessary toreclassify all non-current assets to current assets,write-down the value of assets to theirrecoverable amounts and,to provide for further liabilities which might arise.The consolidatedfinancial statements have not incorporated any of these adjust

174、ments.However,the uncertaintysurrounding the results of the Groups Bankruptcy Restructuring Proposal,its ability to maintain 25 the sustainable future operation and generate sufficient future cash flows raises significant doubtabout the Groups ability to continue as a going concern.We are unable to

175、obtain adequateevidence concerning the Groups ability to meet any financial obligations as and when they falldue and we consider that this is material uncertainty relating to going concern basis.(b)Limitation of scope on accuracy and completeness of the indebtedness of the GroupAs at 31 December 202

176、2,the Group has total indebtedness of approximately RMB3,842,268,000(the 2022 Indebtedness).Because certain managements and staffs have left the Group since2023 and have not been replaced,the Administrator has difficulties in obtaining complete recordsof the 2022 Indebtedness.Also,certain creditors

177、may fail to declare their debts due to legitimatereasons during the debt declaration period.Thus,the 2022 Indebtedness is subject to finaldetermination and adjudication by the Administrator and the Administrator cannot guarantee thecompleteness of the 2022 Indebtedness until the completion of the Ba

178、nkruptcy RestructuringProposal.In addition,as disclosed in Notes 25 and 32 to the consolidated financial statements,given that thePeoples Court of He County,Anhui Province,the PRC(中國安徽省和縣人民法院)has acceptedthe application for bankruptcy restructuring against Anhui Huaxing Chemical Industry CompanyLimi

179、ted*(安徽華星化工有限公司)(Anhui Huaxing)on 13 August 2021,the Group no longerhad the power to govern the financial and operating policies of Anhui Huaxing and its subsidiaries(Anhui Huaing Group)and thus the Group lost the control over Anhui Huaxing Group on thesame date.As such,the financial results of Anhu

180、i Huaxing Group were deconsolidated from theGroups financial results(Anhui Huaxing Deconsolidation)since 13 August 2021(theDeconsolidation Date).Under such circumstances,during the years ended 31 December 2021 and 2022,we were unable tocarry out necessary audit procedures on the books and records of

181、 Anhui Huaxing Group to satisfyourselves as to the existence,ownership,completeness,accuracy,valuation and classifications of(i)its total assets and liabilities as at the Deconsolidation Date;and(ii)its profit for the periodfrom 1 January 2021 to the Deconsolidation Date.Consequently,we were unable

182、to satisfyourselves as to whether the loss on the Anhui Huaxing Deconsolidation of approximatelyRMB700,402,000 for the year ended 31 December 2021 was fairly stated for the year ended 31December 2021.There were no other satisfactory audit procedures that we could perform to obtainsufficient appropri

183、ate evidence in this regard.During the year ended 31 December 2022,the Group received several court decisions in relation tothe claims from Anhui Huaxing/the creditors of Anhui Huaxing Group as a result of bankruptcyrestructuring of Anhui Huaxing and a loss of approximately RMB1,408,105,000 has been

184、recognised(the Recognised Loss)in the consolidated statement of profit or loss and othercomprehensive income for the year ended 31 December 2022 and the corresponding payables ofapproximately RMB1,408,105,000(included in the 2022 Indebtedness)were recorded on theconsolidated statement of financial p

185、osition as at 31 December 2022.26 Given the circumstances as mentioned above,there were no practicable audit procedure we couldperform to satisfy ourselves the accuracy and completeness of(1)the amounts recorded in theconsolidated statement of profit or loss and other comprehensive income in respect

186、 of the AnhuiHuaxing Group for the period from 1 January 2021 to the Deconsolidation Date,with acorresponding effect on the loss on the deconsolidation of Anhui Huaxing Group of approximatelyRMB700,402,000 for the year ended 31 December 2021;(2)the indebtedness of the Group ofapproximatelyRMB2,210,2

187、33,000asat31December2021;(3)theRecognisedLossofapproximately RMB1,408,105,000 for the year ended 31 December 2022;and(4)the 2022Indebtedness of the Group of approximately RMB3,842,268,000 as at 31 December 2022.Any adjustments found to be necessary to the above matters might have significant consequ

188、entialeffects on the consolidated financial performance of the Group for the years ended 31 December2021 and 2022,the consolidated financial position of the Group as at 31 December 2021 and 31December 2022 and the related disclosures thereof in the consolidated financial statements.(c)Lack of repres

189、entation from the Administrator,Directors and managementWe were unable to obtain representation from the Administrator,the directors of the Company(theDirectors)and management whether these consolidated financial statements present a true andfair view of the state of affairs of the Group as at 31 De

190、cember 2022 and the results of the Groupfor the year then ended.As explained in Note 2 to the consolidated financial statements,followingthe appointment of the Administrator,the powers of the Directors were suspended with regard tothe affairs and business of the Company.The Administrator prepared th

191、e consolidated financialstatements for the year ended 31 December 2022 based on books and records made available tothem.The Administrator made no representation as to the completeness and accuracy of the booksand records make available to us.Therefore,we cannot perform any audit procedure to satisfy

192、ourselves(i)the completeness and accuracy of the financial information and the related disclosuresin these consolidated financial statements;(ii)the completeness of the disclosure of commitments,contingent liabilities and related party transactions and balances in the consolidated financialstatement

193、s as at 31 December 2022;and(iii)the completeness of the disclosure of events from theend of the reporting period up to the date of this report.As a consequence,the Administrator isnot making any representation that these consolidated financial statements of the Group presenteda true and fair view o

194、f the state of affairs of the Group as at 31 December 2022 and the results ofthe Group for the year then ended.The lack of representation from the Administrator,Directorsand management on the completeness and accuracy of the information contained in theseconsolidated financial statements constitutes

195、 a limitation of the scope of our audit.We consider the cumulative effect of the above matters on the consolidated financial statements is soextreme that we have disclaimed our opinion.27 MANAGEMENT DISCUSSION AND ANALYSISFINANCIAL AND BUSINESS REVIEWIn 2022,it was full of challenges and opportuniti

196、es for the Group.On 3 February 2023,BDO ChinaShu Lun Pan Certified Public Accountants was appointed as the administrator(the Administrator)of the Company pursuant to a civil ruling granted by the Shanghai Third Intermediate Peoples Court*(上海市第三中級人民法院)(the Shanghai Third Court)in the PRC.The Group ha

197、d continued to maintain its existing businesses of the agrochemical products supply chainservices segment,and accelerate the adjustment and reorganisation of the existing businesses.Certainplans and measures have been taken to mitigate the liquidity problem and to improve the Groupsfinancial positio

198、n,which include,but are not limited to,the exploration restructuring cooperationopportunities with bankruptcy investors.During the year under review,turnover of the Group was nil,representing a drop of 100%as comparedto last year.During the year under review,the Group recorded gross profit of nil,re

199、presenting adecrease of 100%as compared to last year;the gross profit margin is about 0%,representing a decreaseof 100%.Loss attributable to owners of the Company for the year was approximately RMB1,635.9million,representing an increase in loss of approximately 45.4%as compared to last year,which wa

200、sprimarily due to the combined effect of the accrual of interest expense on borrowings amidst stagnationof our trading of agricultural and petrochemical products,and the disposal of Shanghai Runtong andthe deconsolidation of Anhui Huaxing Group.The Company received a civil ruling dated 9 June 2023 f

201、rom the Shanghai Third Court whichconfirmed the approval of the Bankruptcy Restructuring Proposal(as defined below)by the ShanghaiThird Court,and the bankruptcy restructuring procedure is therefore terminated in accordance withClauses 2 and 3 of Article 87 of the Enterprise Bankruptcy Law.Further pu

202、rsuant to Article 94 of theEnterprise Bankruptcy Law of the PRC(the Enterprise Bankruptcy Law),the Company will nolonger bear the responsibility for the repayment of debts relieved by the Bankruptcy Restructuring(asdefined below)upon the completion of Bankruptcy Restructuring Proposal(as defined bel

203、ow).BUSINESS OPERATIONSImmediately prior to the suspension of trading in the H shares of the Company(the H Shares)onthe Main Board of The Stock Exchange of Hong Kong Limited(the Stock Exchange)on 11February 2022,the Group was principally engaged in three businesses,which were agrochemicalproducts su

204、pply chain services business,agricultural and petrochemical products supply chainservice business and financial leasing and commercial factoring services.Following the suspensionof trading in the H Shares,the Groups business operation substantially diminished due to the Groupssevere financial distre

205、ss.28 AGROCHEMICAL PRODUCTS SUPPLY CHAIN SERVICES BUSINESSDuring the year under review,turnover of the Groups agrochemical products supply chain servicesbusiness was nil;and the gross loss was nil.AGRICULTURAL AND PETROCHEMICAL PRODUCTS SUPPLY CHAIN SERVICEBUSINESSThe Groups agricultural and petroch

206、emical products supply chain service business mainly comprise thetrading of agricultural and petrochemical products including chemical fertilizers,fuel oil,mixedaromatics,white sugar,food products and frozen products.During the year under review,turnover of the Groups agricultural and petrochemical

207、products supplychain services was nil;and the gross loss was nil.FINANCIAL LEASING AND COMMERCIAL FACTORING SERVICESDuring the year under review,turnover of the Groups financial leasing and commercial factoringservices was nil;and the gross loss was nil.DECONSOLIDATION OF ANHUI HUAXING GROUPAnhui Hu

208、axing is a wholly-owned subsidiary of the Company which engages in agrochemical productssupply chain services in the PRC.On 13 August 2021,the court accepted the bankruptcy restructuringapplication against Anhui Huaxing Chemical Industry Company Limited*(安徽華星化工有限公司)(Anhui Huaxing)with the outstandin

209、g amount involved of approximately RMB5,590,000 and theCompany has not made the aforementioned payment.The court has given a decision on 24 August2021 regarding the establishment and appointment of the administrator for the bankruptcy restructuringof Anhui Huaxing.The Company considered that the con

210、trol over Anhui Huaxing has been lost on 13August 2021 and accordingly,the financial results of Anhui Huaxing and its subsidiaries(AnhuiHuaxing Group)were deconsolidated from the consolidated financial statement of the Group since 13August 2021.OTHER INCOMEDuring the year under review,the Groups oth

211、er income was approximately RMB1,179,000(2021:approximately RMB33,501,000),representing a decrease of approximately 96.5%as compared to lastyear.The decrease in other income was primarily attributable to the decrease in income from the supplyof utilities.OTHER GAINS AND LOSSESThe other gains and los

212、ses in 2022 amounted to other losses of approximately RMB1,454.5 million(2021:other losses of approximately RMB3.6 million),mainly comprising the claims from AnhuiHuaxing/the creditors of Anhui Huaxing Group as a result of bankruptcy restructuring of AnhuiHuaxing.29 DISTRIBUTION COSTSDuringtheyearun

213、derreview,theGroupsdistributioncostswerenil(2021:approximatelyRMB35,000,000),representing a decrease of 100%as compared to last year.The decrease indistribution costs was primarily attributable to the deconsolidation of Anhui Huaxing Group from theGroup since 13 August 2021.ADMINISTRATIVE AND OTHER

214、EXPENSESFor the year ended 31 December 2022,administrative and other expenses of the Group wereapproximately RMB11,366,000(2021:approximately RMB224,747,000),representing a decrease ofapproximately 94.9%as compared to last year.The decrease in administrative and other expenses wasprimarily attributa

215、ble to the deconsolidation of Anhui Huaxing Group from the Group.REVERSAL OF IMPAIRMENT LOSS(IMPAIRMENT LOSS),NETFor the year ended 31 December 2022,reversal of impairment loss on trade and other receivablesamountedtoapproximatelyRMB3,998,000(2021:impairmentlossofapproximatelyRMB150,832,000).Such re

216、versal of impairment loss for the year under review was primarilyattributable to the repayment from Kunshan Yuzhong Construction Engineering Co.,Ltd.*(昆山市裕眾建設工程有限公司)to ShanghaiDasheng Agro-chemicalCo.,Ltd*(上海大生農化有限公司),awholly-owned subsidiary of the Company.FINANCE COSTSFortheyearended31December2022

217、,financecostsoftheGroupwereapproximatelyRMB173,748,000(2021:approximately RMB183,651,000),representing a decrease of approximately5.4%as compared to last year.The decrease in finance costs was mainly due to the deconsolidation ofAnhui Huaxing Group from the Group during the year ended 31 December 20

218、21.LOSS ATTRIBUTABLE TO OWNERS OF THE COMPANYFor the year ended 31 December 2022,loss attributable to owners of the Group was approximatelyRMB1,635,927,000(2021:approximatelyRMB1,125,142,000),representinganincreaseofapproximately 45.4%as compared to last year.The basic and diluted loss per share att

219、ributable toownersoftheCompanyduringtheyearfromcontinuinganddiscontinuedoperationswereapproximately RMB0.171(2021:approximately RMB0.118),representing an increase in loss of 44.9%as compared to last year.30 CAPITAL STRUCTURE,LIQUIDITY AND FINANCIAL RESOURCESCapital StructureAs at 31 December 2022,th

220、e Group had total assets less current liabilities of approximatelyRMB(3,839,405,000)(31 December 2021:approximately RMB(2,202,274,000),including non-currentassets of approximately RMB2,316,000(31 December 2021:RMB3,644,000)and net current liabilitiesof approximately RMB3,841,721,000(31 December 2021

221、:approximately RMB2,205,918,000).As at 31 December 2022,the Groups equity attributable to owners of the Company was approximatelyRMB(3,839,029,000),representing an increase in loss of approximately 74.4%as compared to that ofapproximately RMB(2,201,790,000)as at 31 December 2021,which was due to the

222、 combined effect ofthe accrual of a substantial interests for our agricultural and petrochemical products supply chainsegment and the deconsolidation of Anhui Huaxing from the Group.Liquidity and Financial Resources for Continuing OperationsAs at 31 December 2022 and 31 December 2021,the Group had r

223、estricted bank deposits and cash andcash equivalents of approximately RMB547,000 and RMB4,315,000,respectively.As at 31 December 2022 and 31 December 2021,the Group had short-term borrowings ofapproximately RMB1,238,428,000 and RMB1,156,155,000,respectively.As at 31 December 2022 and 31 December 202

224、1,the Group had no long-term borrowings.As at 31 December 2022 and 31 December 2021,debt-to-asset ratios of the Group were approximately134,204%and 27,770%,respectively.Debt-to-asset ratio was calculated as the percentage of totalliabilities divided by total assets.Foreign Exchange RiskThe Groups tr

225、ade receivables were denominated in Renminbi while domestic and foreign purchaseswere either denominated in Renminbi or United States Dollars.As such,the Group does not havesignificant foreign currency exchange exposures for the time being.The management of the Groupconsiders that no hedging or othe

226、r relevant strategy is necessary currently,but will closely monitor thefluctuation of the exchange rates of the relevant foreign currencies against Renminbi.Pledge of Assets for Continuing OperationsAs at 31 December 2022,the Group had restricted bank deposits of approximately RMB64,000(31December 2

227、021:approximately RMB43,000)as collateral for bank borrowings and the issuance ofcommercial notes,performance bonds and bid bonds to customers.31 EMPLOYEE INFORMATIONAs at 31 December 2022,the Group had 12 employees(31 December 2021:24 employees).During theyear under review,total employees remunerat

228、ion(including Directors remuneration)amounted toapproximately RMB6,659,000(31 December 2021:approximately RMB101,694,000).Employeesremuneration is determined by reference to industry practice as well as the performance,qualificationand working experience of individual employee.Remuneration packages

229、comprised basic salary,discretionary bonus,state-managed retirement benefit schemes for employees in the PRC andmandatory provident funds schemes for employees in Hong Kong.FUTURE PLANS FOR MATERIAL INVESTMENTS OR CAPITAL ASSETSSave as disclosed in this announcement,the Company did not have any futu

230、re plans for significantinvestments or capital assets as at the date of this announcement,but the Company may,at any point,be negotiating potential investments when considering it appropriate.SIGNIFICANT EVENTS DURING AND AFTER THE REPORTING PERIODLitigation with Anhui Huaxing(a)On 11 August 2021,th

231、e Company was notified that an application for bankruptcy restructuring(Huaxing Bankruptcy Restructuring)against Anhui Huaxing,a then wholly owned subsidiaryof the Company,was filed with the Peoples Court of He County,Anhui Province(the AnhuiCourt)in the PRC by a creditor on 4 August 2021 on the gro

232、und that Anhui Huaxing was unableto repay the debt falling due.On 8 March 2022,the Company received a notification letter fromAnhui Huaxing,stating that a change of shareholder of Anhui Huaxing was completed on 3 March2022.As confirmed by the Anhui Huaxing,its entire equity interest was transferred

233、to the HuaxingRestructuring Investor on 3 March 2022.For details of the development,please refer to theannouncements of the Company dated 11 August 2021,19 August 2021,3 September 2021,22October 2021,26 January 2022,22 February 2022 and 8 March 2022.(b)On 22 March 2022,the Company received a civil r

234、uling dated 17 March 2022 issued by the AnhuiCourt in relation to the statement of claim filed by the Administrator on 24 January 2022 againstthe Company under the Anhui Court for the repayment of the financial assistance given to theCompany by Anhui Huaxing in an aggregate principal amount of RMB35

235、.5 million,defaultinterest of approximately RMB13.5 million up to 23 January 2022 and the accrued interests from24 January 2022 up to the date of repayment(the Legal Proceedings).Pursuant to such civilruling,the Company shall,within ten days from the effective date of the ruling,repay AnhuiHuaxing(i

236、)aggregate principal amount of RMB35.5 million;(ii)interest of approximatelyRMB3.8 million for the period from 23 February 2021 up to the date of actual payment,which iscalculated on the basis of the principal amount of RMB35.5 million at 1.5 times the prevailingprime lending rate of 3.7%for 1-year

237、loans promulgated by the National Interbank FundingCenter;(iii)case acceptance fee of RMB286,866;and(iv)preservation fee of RMB5,000.In theevent that the Company fails to fulfill the payment obligation within the period as specified in the 32 ruling,additional interest on the amount due will be levi

238、ed on the Company for the period of latepayment concerned in accordance with Article 260 of the Civil Procedure Law of the PRC(theCivil Procedure Law).As a result,additional interest of approximately RMB1.7 million hasarisen.The Company received an execution ruling dated 30 October 2022 issued by th

239、e AnhuiCourt,which according to the execution ruling,the Company was not found to have any assetsavailable for the execution of the civil ruling dated 17 March 2022 and the execution procedurewas thereby terminated.(c)The Company received a civil ruling dated 25 July 2022 issued by the Anhui Court.A

240、ccording tothe civil ruling,during the period between March to December 2018,a series of debt assignmentand assumption agreements and assignment of claim agreements have been executed among theCompany,Anhui Huaxing,Shenzhen Dasheng and three independent third parties for theassignment of debts and c

241、laims,and ordered the Company for the repayment of debts under theagreements in an aggregate principal amount of approximately RMB713.8 million.Pursuant tosuch civil ruling,the Company shall,within ten days from the effective date of the ruling,repayAnhui Huaxing the aggregated principal amount of a

242、pproximately RMB713.8 million.In the eventthat the Company fails to fulfill the payment obligation within the period as specified in the ruling,additional interest on the amount due will be levied on the Company for the period of late paymentconcerned in accordance with Article 260 of the Civil Proc

243、edure Law.As a result,additionalinterest of approximately RMB18.4 million has arisen.The case acceptance fee of RMB3.6 millionshall also be borne by the Company.The Company received an execution ruling dated 30 October2022 issued by the Anhui Court,which according to the execution ruling,the Company

244、 was notfound to have any assets available for the execution of the civil ruling dated 25 July 2022 and theexecution procedure was thereby terminated.(d)The Company received a civil ruling dated 19 August 2022 issued by the Anhui Court.Accordingto the civil ruling,during the period between April 201

245、8 to July 2021,Anhui Huaxing providedfinancial assistance to the Company in an aggregate principal amount of approximately RMB66.9million.Pursuant to such civil ruling,the Company shall,within ten days from the effective dateof the ruling,repay Anhui Huaxing the principal amount of approximately RMB

246、66.9 million.Inthe event that the Company fails to fulfill the payment obligation within the period as specified inthe ruling,additional interest on the amount due would be levied on the Company for the period oflate payment concerned in accordance with Article 260 of the Civil Procedure Law.As a re

247、sult,additional interest of approximately RMB1.4 million has arisen.The case acceptance fee ofRMB376,448 shall be borne by the Company.The Company received an execution ruling dated 30October 2022 issued by the Anhui Court,which according to the execution ruling,the Companywas not found to have any

248、assets available for the execution of the civil ruling dated 19 August2022 and the execution procedure was thereby terminated.33(e)As set out in the statement of claim dated 6 March 2023,Anhui Huaxing claimed against theCompany for a sum of approximately RMB841.5 million,purported to be the balance

249、of originalclaims of approximately RMB816.2 million(being the sum of the principal amounts as describedin(b),(c)and(d)above),interest of approximately RMB3.8 million(being the interest asdescribed in(b)above),yield claims of approximately RMB21.5 million(being the sum ofadditional interest as descri

250、bed in(b),(c)and(d)above),and other claims of RMB5,000(beingthe preservation fee as described in(b)above).Since the Bankruptcy Restructuring Proposal(asdefined below)has been approved by the Shanghai Third Court.Pursuant to Article 94 of theEnterprise Bankruptcy Law,the Company will no longer bear i

251、ts responsibility for the repaymentofdebtsrelievedbytheBankruptcyRestructuringuponthecompletionofBankruptcyRestructuring Proposal(as defined below).Bankruptcy Restructuring(l)On 29 September 2022,the Company received a notice issued by the Shanghai Third IntermediatePeoples Court*(上海市第三中級人民法院)(the S

252、hanghai Third Court)in the PRC inrelation to an application for bankruptcy restructuring filed against the Company by ShanghaiTingdong Industrial Co.,Ltd.*(上海庭棟實業有限公司)on the ground that the Company isunable to repay the debts failing due.On 1 February 2023,the Company was informed that theShanghai T

253、hird Court has given a civil ruling on 19 January 2023 indicating its acceptance of suchapplication with the outstanding amount due to Shanghai Tingdong Industrial Co.,Ltd.*ofapproximately RMB71.84 million.The Shanghai Third Court has given a decision on 3 February2023 regarding the appointment of t

254、he Administrator for the restructuring of the Company and thefirst creditors meeting would be held on 18 April 2023 to present the restructuring proposal asrequired under the Enterprise Bankruptcy Law.The Administrator has conducted a public recruitment of potential restructuring investors under the

255、supervision of the Shanghai Third Court and confirmed that a candidate had completed theregistration,submitted its restructuring proposal and settled the required registration deposit on thedeadline for recruiting potential restructuring investors.On 10 May 2023,the Administrator hasconfirmedthequal

256、ificationofthejointpotentialbankruptcyrestructuringinvestors(theBankruptcy Restructuring Investors)which had completed the registration,submitted itsrestructuring proposal and settled the required registration deposit,and the Administrator hasproposed the restructuring proposal to creditors.TheBankr

257、uptcyRestructuringInvestorshavesubmittedtotheAdministratorabankruptcyrestructuring proposal(the Bankruptcy Restructuring Proposal),which includes an investmentfrom the Bankruptcy Restructuring Investors to the Company for the settlement of debts.Creditors ofsecured claims and ordinary claims of the

258、Company would be entitled to elect between cashconsideration or loan capitalisation of H Shares on a pro rata basis based on the amounts of theirclaims confirmed by the Court under the Bankruptcy Restructuring and the total amount of theordinary claims.Pursuant to Article 94 of the Enterprise Bankru

259、ptcy Law,the Company will no 34 longer bear its responsibility for the repayment of debts relieved by the Bankruptcy Restructuringupon the completion of Bankruptcy Restructuring Proposal.The Bankruptcy Restructuring Proposalwas subject to the approval by the Shanghai Third Court.On 9 June 2023,the C

260、ompany received a civil ruling dated 9 June 2023 from the Shanghai ThirdCourt which confirmed the approval of the Bankruptcy Restructuring Proposal by the ShanghaiThird Court,and the bankruptcy restructuring procedure is therefore terminated in accordance withClauses 2 and 3 of Article 87 of the Ent

261、erprise Bankruptcy Law.For details of the development,please refer to the announcements of the Company dated 29September 2022,1 February 2023,9 March 2023,15 March 2023,10 April 2023 and 12 June2023.Resumption(m)The Company received letters from the Stock Exchange dated 27 April 2022 and 29 March 20

262、23,setting out the following resumption guidance and additional resumption guidance(together,theResumption Guidance)for the resumption of trading in the H Shares:(i)address the issues giving rise to the disclaimer of opinion on the 2021 Annual Results,provide comfort that the disclaimer of opinion i

263、n respect of such issues would no longer berequired,and disclose sufficient information to enable investors to make an informedassessment of the Companys financial positions as required under Rule 13.50A of the ListingRules;(ii)demonstrate the Companys compliance with Rule 13.24 of the Listing Rules

264、;(iii)announce all material information for the Companys shareholders and investors to appraisethe Companys position;and(iv)have the bankruptcy restructuring application against the Company withdrawn or dismissed(orthe bankruptcy restructuring completed)and the appointment of the Administrator disch

265、arged.The Company must meet all Resumption Guidance,remedy the issues causing its trading suspensionand fully comply with the Listing Rules to the Stock Exchanges satisfaction before trading in itssecurities is allowed to resume.For details of the Resumption Guidance,please refer to the announcement

266、s of the Company dated 29April 2022 and 3 April 2023.As at the date of this announcement,the Company is in the process of demonstrating its fulfilment ofthe Resumption Guidance,among other things,the following new developments have been carried out:(i)the Group has published the annual results of th

267、e Group for the year ended 31 December 2022 andthe Board has addressed the disclaimer of opinion in this announcement;35(ii)the Bankruptcy Restructuring Investors had agreed to provide up to RMB100 million for theCompany to implement any further steps as required for the operation of the Groups busi

268、ness;(iii)the Group has entered into(a)long-term contracts with four customers at an aggregate amount ofapproximately RMB182 million(value-added tax inclusive)per annum;and(b)short-termcontracts with two customers at an aggregate amount of approximately RMB7 million(value-addedtax inclusive),respect

269、ively;and(iv)up to the date of this announcement,the Company is implementing the Bankruptcy RestructuringProposal to discharge the appointment of the Administrator upon its completion.THE BOARD AND THE AUDIT COMMITTEES VIEW AND THE PLAN TO ADDRESS THEDISCLAIMER OF OPINIONAs set out above,the auditor

270、 of the Company(the Auditor),Asian Alliance(HK)CPA Limited,hasissued a disclaimer of opinion on three aspects,namely(a)multiple fundamental uncertainties relatingto going concern;(b)limitation of scope on acccuracy and completeness of the indebtedness of theGroup;and(c)lack of representation from th

271、e Administrator,Directors and management.The Companyhas discussed such disclaimer of opinion and its action plans with the Auditor.(a)Multiple fundamental uncertainties relating to going concernBackgroundAs disclosed in Note 2(c)to the consolidated financial statements,the Bankruptcy RestructuringPr

272、oposal submitted by the Administrator has been approved by the Shanghai Third Court,and thebankruptcy restructuring procedure is therefore terminated.Up to the date of this announcement,the Bankruptcy Restructuring Proposal has been implemented by the Company but yet completed.If the Bankruptcy Rest

273、ructuring Proposal could not be successfully implemented and completed,the Company will go through bankruptcy liquidation.In addition,as stated in Notes 2(c)&(d)to the consolidated financial statements,the Group did notgenerate any revenue and incurred loss attributable to owners of the Company of a

274、pproximatelyRMB1,635,927,000 for the year ended 31 December 2022 and,as of that date,the Groups currentliabilities exceeded its current assets by approximately RMB3,841,721,000 and the Company hasnet liabilities of approximately RMB3,839,405,000.The Groups total borrowings of approximatelyRMB1,238,4

275、28,000 were classified as current liabilities as at 31 December 2022 while its cash andcash equivalents amounted to approximately RMB483,000 as at the same date.These conditions,along with other matters as described in Notes 2(c)&(d)to the consolidatedfinancial statements,indicate the existence of m

276、aterial uncertainties which may cast significantdoubt on the Groups ability to continue as a going concern and therefore it may be unable torealise its assets and discharge its liabilities in the normal course of business.36 As explained in Note 2(d)to the consolidated financial statements,the conso

277、lidated financialstatements have been prepared by the Administrator on a going concern basis,the validity ofwhich depends on the outcome of the measures as described in Note 2(d),which are subject tomaterial uncertainties.The Auditor is unable to determine whether the use of the going concernassumpt

278、ion in the preparation of the consolidated financial statements is proper and appropriate.Should the going concern assumption be inappropriate,adjustments would be necessary toreclassify all non-current assets to current assets,write-down the value of assets to theirrecoverable amounts and,to provid

279、e for any further liabilities which might arise.The consolidatedfinancial statements have not incorporated any of these adjustments.However,the uncertaintysurrounding the results of the Bankruptcy Restructuring Proposal,its ability to maintain thesustainable future operation and generate sufficient

280、future cash flows raises significant doubt aboutthe Groups ability to continue as a going concern.The Auditor considers that appropriatedisclosures have been made in the consolidated financial statements concerning this situation,butthe Auditor is unable to obtain adequate evidence concerning the Gr

281、oups ability to meet anyfinancial obligations as and when they fall due and the Auditor considers that this materialuncertainty relating to going concern basis.The Boards and Audit Committees viewsAs at the date of this announcement,the Bankruptcy Restructuring Proposal has been approved bythe Shang

282、hai Third Court.Pursuant to the Bankruptcy Restructuring Proposal,all the claims willbe fully and finally discharged by virtue of the implementation of the Bankruptcy RestructuringProposal.Thereafter,the Group will turn around in net asset position.Based on the profit forecast and the working capita

283、l forecast prepared by the Company,upon thecompletion of the Bankruptcy Restructuring Proposal,the Group will have sufficient workingcapital for its business operation.In light of the above,the Company is of the view that the audit qualification has been fullyaddressed.In respect of the above Compan

284、ys view,the audit committee of the Company(the AuditCommittee)has reviewed the audit qualification and concurs with the above view.(b)Limitation of scope on accuracy and completeness of the indebtedness of the GroupBackgroundAs at 31 December 2022,the Group has total indebtedness of approximately RM

285、B3,842,268,000.Because certain managements and staffs have left the Group since 2023 and have not beenreplaced,the Administrator has difficulties in obtaining complete records of the 2022 Indebtedness.Also,certain creditors may fail to declare their debts due to legitimate reasons during the debt 37

286、 declaration period.Thus,the 2022 Indebtedness is subject to final determination and adjudicationby the Administrator and the Administrator cannot guarantee the completeness of the 2022Indebtedness until the completion of the Bankruptcy Restructuring Proposal.In addition,as disclosed in Notes 25 and

287、 32 to the consolidated financial statements,given that theAnhuiCourthasacceptedtheapplicationforHuaxingBankruptcyRestructuringontheDeconsolidation Date,the Group no longer had the power to govern the financial and operatingpolicies of Anhui Huaxing Group and thus the Group lost the control over Anh

288、ui Huaxing Groupon the same date.As such,the financial results of Anhui Huaxing Group were deconsolidated fromthe Groups financial results since the Deconsolidation Date.Under such circumstances,during the years ended 31 December 2021 and 2022,the Auditor wasunable to carry out necessary audit proce

289、dures on the books and records of Anhui Huaxing Groupto satisfy themselves as to the existence,ownership,completeness,accuracy,valuation andclassifications of(i)its total assets and liabilities as at the Deconsolidation Date;and(ii)its profitfor the period from 1 January 2021 to the Deconsolidation

290、Date.Consequently,the Auditor wasunable to satisfy themselves as to whether the loss on the Anhui Huaxing Deconsolidation ofapproximately RMB700,402,000 for the year ended 31 December 2021 was fairly state for the yearended 31 December 2021.There were no other satisfactory audit procedures that the

291、Auditor couldperform to obtain sufficient appropriate evidence in this regard.During the year ended 31 December 2022,the Group received several court decisions in relation tothe claims from Anhui Huaxing/the creditors of Anhui Huaxing Group as a result of bankruptcyrestructuring of Anhui Huaxing and

292、 the Recognised Loss in the consolidated statement of profit orloss and other comprehensive income for the year ended 31 December 2022 and the correspondingpayables of approximately RMB1,408,105,000(included in the 2022 Indebtedness)were recordedon the consolidated statement of financial position as

293、 at 31 December 2022.Given the circumstances as mentioned above,there were no practicable audit procedure that theAuditor could perform to satisfy themselves the accuracy and completeness of(1)the amountsrecorded in the consolidated statement of profit or loss and other comprehensive income in respe

294、ctof the Anhui Huaxing Group for the period from 1 January 2021 to the Deconsolidation Date,withacorrespondingeffectonthelossonthedeconsolidationofAnhuiHuaxingGroupofapproximately RMB700,402,000 for the year ended 31 December 2021;(2)the indebtedness ofthe Group of approximately RMB2,210,233,000 as

295、at 31 December 2021;(3)the Recognised Lossof approximately RMB1,408,105,000 for the year ended 31 December 2022;and(4)the 2022Indebtedness of the Group of approximately RMB3,842,268,000 as at 31 December 2022.The Boards and Audit Committees viewsGiven that(i)Anhui Huaxing has ceased to be a subsidia

296、ry of the Company since 13 August 2021;(ii)the claims of Anhui Huaxing has been confirmed by both the Shanghai Third Court and AnhuiHuaxing;(iii)Anhui Huaxing has approved the Bankruptcy Restructuring Proposal in the firstcreditors meeting;(iv)it is expected that the claims of Anhui Huaxing would be

297、 settled pursuant 38 to the Bankruptcy Restructuring Proposal upon the resumption of trading of the H Shares on theStock Exchange(the Resumption);(v)all the investees of the Company(the GroupCompanies)are either being auctioned(for those companies in net asset position)as at the dateof this announce

298、ment or will be governed by the Administrator in August 2023(for thosecompanies in net liability position)pursuant to the requirement of the Bankruptcy RestructuringProposal;and(vi)it is expected that the auction or the liquidation of the Group Companies will becompleted in the year ending 31 Decemb

299、er 2023(FY2023),all the Group Companies will bedeconsolidated from the Group during FY2023.As such,the Company does not foresee anyfurther impact resulting from Anhui Huaxing and the Group Companies in the forthcomingfinancial years.Based on the above,the audit qualification will:(i)remain in FY2023

300、;(ii)remain in the year ending 31 December 2024(FY2024)because of the comparative figuresfor FY2023;and(iii)be removed in the year ending 31 December 2025(FY2025).As such,the Company is of the view that the audit qualification has been fully addressed.In respect of the above Companys view,the Audit

301、Committee has reviewed the audit qualificationand concurs with the above view.(c)Lack of representation from the Administrator,Directors and managementBackgroundTheAuditorwasunabletoobtainrepresentationfromtheAdministrator,Directorsandmanagement whether these consolidated financial statements presen

302、t a true and fair view of thestate of affairs of the Group as at 31 December 2022 and the results of the Group for the year thenended.As explained in Note 2 to the consolidated financial statements,following the appointmentof the Administrator,the powers of the Directors were suspended with regard t

303、o the affairs andbusiness of the Company.The Administrator prepared the consolidated financial statements for theyear ended 31 December 2022 based on books and records made available to them.TheAdministrator made no representation as to the completeness and accuracy of the books andrecords made avai

304、lable to the Auditor.Therefore,the Auditor cannot perform any audit procedureto satisfy themselves(i)the completeness and accuracy of the financial information and the relateddisclosures in these consolidated financial statements;(ii)the completeness of the disclosure ofcommitments,contingent liabil

305、ities and related party transactions and balances in the consolidatedfinancial statements as at 31 December 2022;and(iii)the completeness of the disclosure of eventsfrom the end of the reporting period up to the date of this announcement.As a consequence,theAdministrator is not making any representa

306、tion that these consolidated financial statements of theGroup presented a true and fair view of the state of affairs of the Group as at 31 December 2022 39 and the results of the Group for the year then ended.The lack of representation from theAdministrator,Directors and management on the completene

307、ss and accuracy of the informationcontained in these consolidated financial statements constitutes a limitation of the scope of theiraudit.The Boards and Audit Committees viewsGiven that(i)as at the date of this announcement,the Directors and the Administrator have thepower to govern the financial a

308、nd operating policies of the Group;and(ii)it is expected that theBankruptcy Restructuring Proposal will be successfully implemented upon the Resumption,theCompany does not foresee any further impact resulting from the lack of representation fromAdministrator,Directors and the management of the Compa

309、ny in the forthcoming financial years.Based on the above,the audit qualification will:(i)remain in FY2023;(ii)remain for FY2024 because of the comparative figures for FY2023;and(iii)be removed in FY2025.As such,the Company is of the view that the audit qualification has been fully addressed.In respe

310、ct of the above Companys view,the Audit Committee has reviewed the audit qualificationand concurs with the above view.PROSPECTSThe Administrator has been striving for preserving the Groups assets and operations since itsappointment in February 2023.Under the Administrators stewardship,and with the w

311、orking capitalfunding support received from the Restructuring Investors,the Company has been gradually resumingits trading operation in 2023 to continue with the Groups agrochemical products supply chain servicesbusiness that was previously operated by other subsidiaries of the Group.The Administrat

312、ors initiative of reviving the Groups agrochemical products supply chain servicesbusiness received unequivocal support from the Groups creditors and Bankruptcy RestructuringInvestors.The Group expects to generate revenue with reasonable prospects from its agrochemicalproducts supply chain services b

313、usiness during FY2023.Regarding the details of the above,please referto the section headed SIGNIFICANT EVENTS DURING AND AFTER THE REPORTING PERIOD Resumption in this announcement.40 With the support of its creditors and the Bankruptcy Restructuring Investors,the Group hassuccessfully steadily reviv

314、ed its business operations.The Bankruptcy Restructuring of the Company,ifsuccessfully implemented,will achieve the following:business operations of the Group to continue that would satisfy the requirements under Rule 13.24of the Listing Rules;an issue of new Shares for debt capitalisation;all claims

315、 against,and liabilities of,the Company(other than the normal operating liabilitiesincurred during the ordinary course of business operations of the Group,such as daily operatingexpenses and administrative expenses)will be discharged and compromised in full in accordancewith the Bankruptcy Restructu

316、ring Proposal;andthe resumption of trading in the H Shares.Further announcement(s)will be made by the Company regarding the progress of BankruptcyRestructuring leading to the resumption of trading in the H Shares as and when appropriate.CORPORATE GOVERNANCECorporate Governance CodeSave and except th

317、e following,the Board is of the view that throughout the year ended 31 December2022,the Company has complied with the code provisions of the Corporate Governance Code(theCG Code)as set out in Appendix 14 to the Listing Rules.The Company failed to publish the annual results announcement for the year

318、ended 31 December 2022and the environmental,social and governance report for the years ended 31 December 2021 and 2022on time,which constituted a non-compliance with Rule 13.49(1)of and Rule 4(1)of Appendix 27 tothe Listing Rules,respectively.Pursuant to the CG Code F.1.1,F.1.2,F.2.1,F.2.2 and F.2.3

319、,the Board should be responsible formaintaining an on-going dialogue with shareholders and in particular,use annual general meetings orother general meetings to communicate with them and encourage their participation.The Company hasnot yet convened the annual general meeting for the year ended 31 De

320、cember 2022 and therefore,itconstituted a breach of the above relevant CG Code and the Company will arrange the annual generalmeeting in due course.On 3 December 2021,Mr.Liu Jun resigned from his position as an independent non-executive directorof the Company due to work adjustment.Following the res

321、ignation of Mr.Liu,the Board only has twoindependent non-executive directors,with the number of independent non-executive directors fallingbelow the minimum number of three as required under Rule 3.10(1)of the Listing Rules.The Company 41 has nominated Mr.Wang Yanlong as a candidate for independent

322、non-executive Director on 20 April2022,and the appointment of Mr.Wang has been approved on 17 June 2022 by the Shareholders at theannual general meeting of the Company.Model Code for Securities TransactionsThe Company has adopted the Model Code as set out in Appendix 10 to the Listing Rules as its o

323、wncode of conduct regarding directors and supervisors securities transactions.Having made specificenquiry,all the incumbent Directors and the Supervisors confirmed that they have complied with therequired standard as set out in the Model Code throughout the year ended 31 December 2022.CHANGE OF DIRE

324、CTORSThe change of Directors during the year ended 31 December 2022 are as follows:On 30 March 2022,Mr.Li Wenming resigned from his position as an executive Director.On 17 June 2022,Mr.Wang Yanlong was elected and appointed as an independent non-executiveDirector at the annual general meeting held o

325、n the same date by way of an ordinary resolution.CHANGE OF SUPERVISORSThe changes of Supervisors during the year ended 31 December 2022 are as follows:On 26 September 2022,Ms.Sun Ting and Mr.Wang Bin were democratically elected as staffrepresentative supervisors at the staff representative meeting.P

326、URCHASE,SALES OR REDEMPTION OF LISTED SECURITIESDuring the year ended 31 December 2022,neither the Company nor any of its subsidiaries hadpurchased,sold or redeemed any of the Companys listed securities.AUDIT COMMITTEEThe Audit Committee has adopted the terms of reference of the Audit Committee alig

327、ned with the codeprovisions in the CG Code.The primary duties of the Audit Committee are to review and monitor thefinancial reporting process and internal controls system of the Group as well as overseeing therelationship with the Companys external auditor.The Audit Committee comprises two independe

328、ntnon-executive Directors,namely,Mr.Chung Cheuk Ming and Mr.Yang Gaoyu and a non-executiveDirector,namely,Mr.Lu Tingfu.The chairman of the Audit Committee is Mr.Chung Cheuk Ming.The Audit Committee has reviewed with the management of the Company the accounting principlesand practices adopted by the

329、Group,the internal control procedures,and the audited results of theCompany for the year ended 31 December 2022,and has met with the external auditor and discussed 42 the financial matters of the Group that arose during the course of audit for the year ended 31 December2022.The Audit Committee has c

330、onfirmed the audited annual results of the Group for the year ended31 December 2022 set out in this announcement.SCOPE OF WORK OF THE AUDITORThe figures in respect of the Groups consolidated statement of financial position as at 31 December2022,consolidated statement of profit or loss and other comp

331、rehensive income and the related notesthereto for the year ended 31 December 2022 as set out in this announcement have been agreed by theAuditor to the amounts set out in the Groups audited consolidated financial statements for the year.The work performed by the Auditor in this respect did not const

332、itute an assurance engagement andconsequently no opinion or assurance conclusion has been expressed by the Auditor on thisannouncement.DIVIDENDThe Directors do not recommend the payment of final dividend for the year ended 31 December 2022(2021:Nil).PUBLICATION OF ANNUAL REPORTThis announcement is p

333、ublished on the websites of the Stock Exchange(http:/www.hkexnews.hk)andthe Company(http:/www.dsgd-sh.co).The 2022 annual report containing all the information requiredby the Listing Rules will be published on the websites of the Stock Exchange and the Company in duecourse and despatched to the shareholders.CONTINUED SUSPENSION OF TRADINGThe trading of H Shares has been suspended from 11 February