RICHLYFIELD：ANNUALRESULTSFORTHEYEARENDED31MARCH2025.pdf

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

2、nce upon the whole or any part of the contents of this announcement.RICHLY FIELD CHINA DEVELOPMENT LIMITED裕 田 中 國 發 展 有 限 公 司(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)(Stock Code:313)ANNUAL RESULTSFOR THE YEAR ENDED 31 MARCH 2025The board(the“Board”)of direc

3、tors(the“Directors”)of Richly Field China Development Limited(the“Company”)hereby announce the audited consolidated annual results of the Company and its subsidiaries(collectively,the“Group”)for the year ended 31 March 2025(the“Year”or“Reporting Period”)together with the comparative figures for the

4、year ended 31 March 2024(the“Corresponding Year”)and selected explanatory notes as follows:CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOMEFor the year ended 31 March 202520252024NOTESHK$000HK$000Revenue5123,18031,921Cost of sales(90,253)(22,521)220252024NOTESHK$000HK$000Gross

5、 profit32,9279,400Other income,gains and losses6318(39,575)Loss on revaluation of investment properties(35,020)(62,958)Impairment loss under expected credit loss model on trade receivables,net(414)(1,819)Impairment loss under expected credit loss model on other receivables,net(111,770)(36,154)Impair

6、ment loss on prepaid construction costs(50,678)Selling expenses(8,730)(6,421)Administrative expenses(41,934)(46,647)Finance costs7(37,668)(40,218)Share of results from associates(558)Loss before tax8(252,969)(224,950)Income tax credit92,0462,688Loss for the year(250,923)(222,262)Other comprehensive

7、income(expense)Items that may be reclassified to profit or loss:Exchange differences on translation of foreign operations6,619(6,095)Fair value loss on financial assets designated at fair value through other comprehensive income(“FVTOCI”)(114)(1,924)320252024NOTESHK$000HK$000Other comprehensive inco

8、me(expense)for the year,net of tax6,505(8,019)Total comprehensive expense for the year(244,418)(230,281)Loss for the year attributable to:Owners of the Company(249,747)(222,262)Non-controlling interests(1,176)(250,923)(222,262)Total comprehensive expense attributable to:Owners of the Company(243,252

9、)(230,281)Non-controlling interests(1,166)(244,418)(230,281)(restated)Loss per share10Basic(21.40)HK cents(19.05)HK centsDiluted(21.40)HK cents(19.05)HK cents4CONSOLIDATED STATEMENT OF FINANCIAL POSITIONAs at 31 March 202520252024NOTESHK$000HK$000Non-current assetsProperty,plant and equipment684737I

10、nvestment properties469,568513,305Right-of-use assets343,624364,130Interests in associatesFinancial asset designated at FVTOCI685800Prepayments,deposits and other receivables1376,124Deferred tax assets3910Goodwill108,425105,458923,0251,060,564Current assetsProperties under development651,530714,506C

11、ompleted properties held for sales73,1841,613Trade receivables121,7201,255Prepayments,deposits and other receivables13111,727176,545Restricted bank deposits6,19912,470Cash and cash equivalents11,75817,685856,118924,074Current liabilitiesTrade payables14448,405383,733Other payables and accruals124,12

12、296,919Contract liabilities43,46891,240Amounts due to related parties558,339546,843Amount due to a shareholder23,38326,468Other borrowings35,57335,990Lease liabilities1,1591,320Tax payable95,53996,6931,329,9881,279,2065Net current liabilities(473,870)(355,132)Total assets less current liabilities449

13、,155705,432Non-current liabilitiesDeferred income403,854411,085Lease liabilities8,88010,069Deferred tax liabilities35,44738,886448,181460,040Net assets974245,392EquityIssued capital151,166,8341,166,834Reserves(1,164,694)(921,442)Equity attributable to owners of the Company2,140245,392Non-controlling

14、 interests(1,166)Total equity974245,39220252024NOTESHK$000HK$0006NOTES:1.GENERAL INFORMATIONRichly Field China Development Limited(the“Company”)was incorporated in the Cayman Islands with limited liability and continued as an exempted company under the laws of Bermuda after the change of domicile fr

15、om the Cayman Islands to Bermuda effective on 11 February 2004 and its shares are listed on The Stock Exchange of Hong Kong Limited(the“Stock Exchange”).The addresses of the registered office and principal place of business of the Company are Victoria Place,5th Floor,31 Victoria Street,Hamilton HM10

16、,Bermuda and Unit 1504,15/F,Tower 2,Metroplaza,No.223 Hing Fong Road,Kwai Chung,New Territories,Hong Kong respectively.The Companys principal activity is investment holding.The principal activities of the subsidiaries are property development,property investment and provision of property management

17、services.2.APPLICATION OF NEW AND AMENDMENTS TO HKFRS ACCOUNTING STANDARDSAmendments to HKFRS Accounting Standards that are mandatorily effective for the current yearIn the current year,the Group has applied the following amendments to HKFRS Accounting Standards issued by the Hong Kong Institute of

18、Certified Public Accountants(“HKICPA”)for the first time,which are mandatorily effective for the Groups annual period beginning on 1 April 2024 for the preparation of the consolidated financial statements:Amendments to HKFRS 16Lease Liability in a Sale and LeasebackAmendments to HKAS 1Classification

19、 of Liabilities as Current or Non-current and related amendments to Hong Kong Interpretation 5(2020)Amendments to HKAS 1Non-current Liabilities with CovenantsAmendments to HKAS 7 and HKFRS 7Supplier Finance ArrangementsThe application of the amendments to HKFRS Accounting Standards in the current ye

20、ar has had no material impact on the Groups financial positions and performance for the current and prior years and/or on the disclosures set out in these consolidated financial statements.7New and amendments to HKFRS Accounting Standards in issue but not yet effectiveThe Group has not early applied

21、 the following new and amendments to HKFRS Accounting Standards that have been issued but are not yet effective:Amendments to HKFRS 9 and HKFRS 7Amendments to the Classification and Measurement of Financial Instruments2Amendments to HKFRS 10 and HKAS 28Sale or Contribution of Assets between an Inves

22、tor and its Associate or Joint Venture4Amendments to HKFRS 9 and HKFRS 7Contracts Referencing Nature Dependent Electricity2Amendments to HKFRS Accounting StandardsAnnual Improvements to HKFRS Accounting Standards Volume 112Amendments to HKAS 21Lack of Exchangeability1HKFRS 18Presentation and Disclos

23、ure in Financial Statements31 Effective for annual periods beginning on or after 1 January 2025.2 Effective for annual periods beginning on or after 1 January 2026.3 Effective for annual periods beginning on or after 1 January 2027.4 Effective for annual periods beginning on or after a date to be de

24、termined.Except for the new and amendments to HKFRS Accounting Standards mentioned below,the directors of the Company anticipate that the application of all other new and amendments to HKFRS Accounting Standards will have no material impact on the consolidated financial statements in the foreseeable

25、 future.HKFRS 18 Presentation and Disclosure in Financial StatementsHKFRS 18 Presentation and Disclosures in Financial Statements,which sets out requirements on presentation and disclosures in financial statements,will replace HKAS 1 Presentation of Financial Statements.This new HKFRS Accounting Sta

26、ndard,while carrying forward many of the requirements in HKAS 1,introduces new requirements to present specified categories and defined subtotals in the statement of profit or loss;provides disclosures on management defined performance measures in the notes to the financial statements and improves a

27、ggregation and disaggregation of information to be disclosed in the financial statements.In addition,some HKAS 1 paragraphs have been moved to HKAS 8 and HKFRS 7.Minor amendments to HKAS 7 Statements of Cash Flows and HKAS 33 Earnings per Share are also made.8HKFRS 18 and amendments to other standar

28、ds will be effective for annual periods beginning on or after 1 January 2027,with early application permitted.The application of the new standard is expected to affect the presentation of the statement of profit or loss and disclosures in the future financial statements.The Group is in the process o

29、f assessing the impact of HKFRS 18 on the Groups consolidated financial statements.3.BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTSStatement of complianceThese consolidated financial statements have been prepared in accordance with all applicable HKFRS Accounting Standards issued by the H

30、KICPA,accounting principles generally accepted in Hong Kong and the disclosure requirements of the Hong Kong Companies Ordinance.These consolidated financial statements also comply with the applicable disclosure provisions of the Rules Governing the Listing of Securities on The Stock Exchange of Hon

31、g Kong Limited.For the purpose of preparation of the consolidated financial statements,information is considered material if such information is reasonably expected to influence decisions made by primary users.Going concern assumptionDuring the year ended 31 March 2025,the Group had a net loss of ap

32、proximately HK$250,923,000 and as of that date,the Group had net current liabilities of approximately HK$473,870,000 and total borrowings,including other borrowings,amount due to a shareholder and amounts due to related parties,in aggregate of approximately HK$617,295,000 that will be due in the com

33、ing twelve months from the end of the Reporting Period.As at the same date,the Groups cash and cash equivalents amounted to approximately HK$11,758,000 and restricted bank deposits amounted to approximately HK$6,199,000.In addition,the Group has been involved in various litigation cases for outstand

34、ing construction payables for which the Group has made provision.The above conditions indicate the existence of material uncertainties which may cast significant doubt about the Groups ability to continue as a going concern.9In view of the above,the Directors had carefully considered the liquidity o

35、f the Group,taking into consideration of the following facts and assumptions:(i)Resumption and/or acceleration of property development projectsThe development progress of certain of the Groups property development projects had been significantly delayed or suspended due to the market conditions and

36、liquidity issues faced by the Group.Currently,the Group is actively exploring cooperation opportunities with potential investors,among whom one has carried out a site inspection of the Qinhuangdao Project.As at the date of this announcement,no legally binding agreements had been entered into with an

37、y of the potential investors.The management of the Group is actively looking for other financing options which could enable the Group to continue the property development as scheduled and to accelerate the pre-sales of properties under the property development projects.(ii)Expansion of property mana

38、gement businessThe Group completed the acquisitions of property management companies during the year ended 31 March 2024.During the year ended 31 March 2025,the Group has recorded management fee income amounted to approximately HK$27,123,000 as compared to approximately HK$20,471,000 for the corresp

39、onding year,representing an increase of 32.5%.Property management business is one of the key businesses of the Group.The Group will continue to seek for opportunities to further expand the property management business.(iii)Continuous financial support from related partiesAs at 31 March 2025,the Grou

40、p had a revolving loan facility of HK$2,000,000,000 with interest rate at 5%per annum,which was granted by a company controlled by a controlling shareholder that will expire in December 2025.The facility amount remained unutilised as at 31 March 2025.In June 2025,the Group entered into a new loan ag

41、reement regarding a revolving loan facility agreement with a related party,Jinsheng International Group(BVI)Limited（金盛國際集團（英屬維爾京群島）有限公司）in relation to an unsecured loan facility in the total principal amount of HK$2,000,000,000 at an interest rate of 5%per annum,the revolving loan facility starts in

42、 January 2026 and is due to repay in December 2027.The directors of the Company considered that the credit facilities can be utilised in the manner to settle the liabilities of the Group when and as they fall due.10The Group will continue to identify and negotiate with various financial institutions

43、 and identifying various options for financing the Groups working capital and commitments in the foreseeable future,such as new investors and business partners.(iv)Exploring other investment opportunitiesIn addition to the continuous development of the existing businesses,the Group had been actively

44、 exploring other investment opportunities to expand its businesses,including but not limited to potential opportunities in the PRC as well as in Southeast Asia with businesses relating to property development and/or upstream or downstream businesses.During the year ended 31 March 2025,the Group had

45、explored more than five potential targets,including businesses in the PRC and Southeast Asia.As at the date of this announcement,the Group is still exploring its investment opportunities and no legally binding agreements had been entered into with the aforesaid potential targets.(v)Cost controlThe G

46、roup will continue to take appropriate measures to control administrative costs.The directors of the Company believe that,after taking into account the above plans and measures,the Group will have sufficient working capital to satisfy its present requirements for the year ending 31 March 2026.Not wi

47、th standing the above,given the volatility of the property sector in the PRC and the uncertainties to obtain continuous support from the related parties and the Groups contractors/creditors,the directors of the Company consider that material uncertainties exist as to whether the Group will be able t

48、o achieve its plans and measures as described above.Should the Group fail to achieve the above mentioned plans and measures,the Group may be unable to operate as a going concern,in which case adjustments might have to be made to the carrying values of the Groups assets to state them at their realisa

49、ble values,to provide for any further liabilities which might arise and to reclassify its non-current assets and non-current liabilities to current assets and current liabilities,respectively.114.SEGMENT INFORMATIONThe Group has two major property development and investment projects,namely the proje

50、ct in Qinhuangdao City of Hebei Province(the“Qinhuangdao Project”)and Yinchuan City of Ningxia Province(the“Yinchuan Project”)in the PRC.The Group also operates the property management business in Yinchuan city,Wuhan city and Hohhot city in the PRC.The chief executive officer(the chief operating dec

51、ision maker)makes decisions about resources allocation and assesses performance of the Group based on the operating results and financial position of the Group as a whole,as the Groups resources are integrated and no other discrete operating segment information is provided to the chief operation dec

52、ision maker.As much,no segment information is presented.Accordingly,the chief executive officer is of the opinion that the property development projects,property investment and provision of property management services in the PRC is a single reportable operating segment of the Group.The Groups reven

53、ue from external customers is derived solely from its operations in the PRC,and all non-current assets(other than financial assets and deferred tax assets)of the Group are substantially located in the PRC.During the year ended 31 March 2025,the Group had no transactions with external customer which

54、individually contributed over 10%to the Groups total revenue(2024:nil).125.REVENUEDisaggregation of revenue from contracts with customersAn analysis of the Groups revenue is as follows:20252024HK$000HK$000Sales of properties86,9703,332Management fee income27,12320,471Car parking fee income2,1221,441

55、Total revenue from contracts with customers116,21525,244Rental income for investment properties under operating lease Lease payments that are fixed or depend on an index or a rate6,9656,677123,18031,921Timing of revenue recognitionAt a point in time89,0924,773Over time27,12320,471Total revenue from

56、contracts with customers116,21525,244136.OTHER INCOME,GAINS AND LOSSES20252024HK$000HK$000Interest income on bank deposits4387Net exchange gain681Remeasurement loss on discounted present value of amounts due from Former Subsidiaries(defined as Note)(39,787)Others207124318(39,575)Note:The amount repr

57、esented loss recognised from remeasurement on discounted present value of amounts due from the Groups former indirect wholly-owned subsidiaries,including 湖南裕田奧特萊斯置業有限公司(Hunan Richly Field Outlets Real Estate Limited*),長沙裕田奧特萊斯企業管理有限公司(Changsha Yutian Outlets Business Administration Co Ltd*)and 長沙裕田奧

58、萊物業管理有限公司(Changsha Yutian Outlets Property Management Co Ltd*)(collectively known as“Former Subsidiaries”)during the year ended 31 March 2024 as the directors of the Company considered that the settlement of the amounts due from Former Subsidiaries are expected to be delayed up to 31 December 2027.*

59、For identification purpose only147.FINANCE COSTSAn analysis of the Groups finance costs is as follows:20252024HK$000HK$000Interest on other borrowings8,23118,147Interest on construction payables8,2931,998Interest on amounts due to related parties20,76519,915Interest on lease liabilities37915837,6684

60、0,218No borrowing costs were capitalised during both years.8.LOSS BEFORE TAXThe Groups loss before tax is arrived at after charging:20252024HK$000HK$000(a)Staff costs(including directors emoluments):Salaries,wages and other benefits17,68419,335Contributions to defined contribution retirement plans2,

61、9642,81820,64822,153(b)Other items:Cost of properties recognised as expenses#72,4983,016Depreciation of property,plant and equipment234454Depreciation of right-of-use assets14,45314,426Auditors remuneration960960Direct operating expenses incurred for investment properties that generated rental incom

62、e during the year#4,4135,218#This amount is included in“cost of sales”in the consolidated statement of profit or loss and other comprehensive income.159.INCOME TAX CREDITPursuant to the rules and regulations of Bermuda,the Group is not subject to any income tax in Bermuda.Under the Law of the People

63、s Republic of China on EIT(the“EIT Law”)and Implementation Regulation of the EIT Law,the tax rate of the subsidiaries registered in the PRC is 25%(2024:25%).No provision for Hong Kong profits tax has been made for the year ended 31 March 2025 as the Group did not generate any assessable profits aris

64、ing in Hong Kong during the year(2024:Nil).10.LOSS PER SHARE(a)Basic loss per shareThe calculation of basic loss per share is based on the following data20252024HK$000HK$000Loss attributable to owners of the Company(249,747)(222,262)20252024(restated)Number of ordinary shares(basic)1,166,834,3621,16

65、6,834,362The number of ordinary shares in issue for the year ended 31 March 2024 has been adjusted retrospectively to reflect the share consolidation completed on 17 January 2025.(b)Diluted loss per shareNo diluted loss per share were presented as there were no potential ordinary shares in issue for

66、 both years.1611.DIVIDENDSNo dividend was paid or proposed for the ordinary shareholders of the company during the year ended 31 March 2025,nor has any dividend been declared since the end of the reporting period(2024:nil).12.TRADE RECEIVABLES20252024HK$000HK$000Lease receivables2,5072,042Trade rece

67、ivables1,4461,032Less:Impairment allowance for ECL(2,233)(1,819)1,7201,255The Group does not hold any collateral over its trade receivables.An aged analysis of the trade receivables,net of impairment allowance for ECL,as at the end of the reporting period,based on the invoice date,is as follows:2025

68、2024HK$000HK$000Within one year1,7201,2551713.PREPAYMENTS,DEPOSITS AND OTHER RECEIVABLES20252024HK$000HK$000Other receivables33,52114,269Other tax recoverable905,651Other prepayments4,4774,515Prepaid construction costs32,36887,435Deposits265268Amounts due from Former Subsidiaries139,931120,442Amount

69、s due from related parties49,90957,003260,561289,583Less:impairment allowance for ECL(148,834)(36,914)111,727252,669Classified as:Non-current assets76,124Current assets111,727176,545111,727252,66914.TRADE PAYABLESAn aged analysis of the trade payables as at the end of the reporting period,based on t

70、he invoice date,is as follows:20252024HK$000HK$000Within one year99,0191,346Over one year349,386382,387448,405383,733The trade payables are non-interest-bearing and repayable within the normal operating cycle.1815.SHARE CAPITALNo.of sharesAmountHK$000Authorised:At 1 April 2023 and 31 March 2024Ordin

71、ary shares of HK$0.05 each40,000,000,0002,000,000Share consolidation(note)(38,000,000,000)At 31 March 2025Ordinary shares of HK$1.00 each2,000,000,0002,000,000No.of sharesAmountHK$000Issued and fully paid:At 1 April 2023 and 31 March 202423,336,687,2551,166,834Share consolidation(note)(22,169,852,89

72、3)At 31 March 20251,166,834,3621,166,834Note:Pursuant to a special resolution passed on 15 January 2025,a share consolidation was approved with effect from 17 January 2025 in which every 20 of the then existing issued and unissued ordinary shares of HK$0.05 each in the share capital of the Company w

73、ere consolidated into 1 consolidated share having a par value of HK$1.00 per share(the“Share Consolidation”).Immediately after the Share Consolidation,the authorised share capital of the Company comprised 2,000,000,000 consolidated shares of HK$1.00 each of which 1,166,834,362 consolidated shares of

74、 HK$1.00 each were in issue.19EXTRACT OF INDEPENDENT AUDITORS REPORTThe following is the extract of the independent auditors report from the external auditor of the Company:Disclaimer of OpinionWe were engaged to audit the consolidated financial statements of Richly Field China Development Limited(t

75、he“Company”)and its subsidiaries(hereinafter collectively referred to as the“Group”),which comprise the consolidated statement of financial position as at 31 March 2025,and the consolidated statement of profit or loss and other comprehensive income,consolidated statement of changes in equity and con

76、solidated statement of cash flows for the year then ended,and notes to the consolidated financial statements,including material accounting policy information and other explanatory information.We do not express an opinion on the consolidated financial statements of the Group.Because of the significan

77、ce of the matters described in the“Basis for Disclaimer of Opinion”section of our report,we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these consolidated financial statements.In all other respects,in our opinion,the consolidated fina

78、ncial statements have been properly prepared in compliance with the disclosure requirements of the Hong Kong Companies Ordinance.Basis for Disclaimer of OpinionScope limitation relating to going concern basis in preparation of the consolidated financial statements During the year ended 31 March 2025

79、,the Group had a net loss of approximately HK$250,923,000 and as of that date,the Group had net current liabilities of approximately HK$473,870,000 and total borrowings,including other borrowings,amount due to a shareholder and amounts due to related parties,in aggregate of approximately HK$617,295,

80、000 that will be due in the coming twelve months from the end of the reporting period.As at the same date,the Groups cash and cash equivalents amounted to approximately HK$11,758,000 and restricted bank deposits amounted to approximately HK$6,199,000.In addition,the Group has been involved in variou

81、s litigation cases for outstanding construction payables for which the Group has made provision.The above conditions indicate the existence of significant uncertainties which may cast significant doubt about the Groups ability to continue as a going concern.20The directors of the Company have been u

82、ndertaking various plans and measures to improve the Groups liquidity pressure and the financial position of the Group which are set out in note to the consolidated financial statements.The consolidated financial statements had been prepared by the directors of the Company on a going concern basis,t

83、he validity of which depends on the outcome of those plans and measures,which are subject to significant uncertainties,including(i)the successful resumption and/or acceleration of property development projects;and(ii)continuous financial support from related parties.However,we have not been able to

84、obtain sufficient appropriate audit evidence to satisfy ourselves that the events or conditions underpinning the cash flow forecast of the Group for going concern assessment are reasonable and supportable because of(i)the lack of sufficient supporting basis to obtain additional financing to continue

85、 the property development projects as scheduled;(ii)the lack of sufficient supporting basis to support that the related companies be able to provide additional funding to the Group in the timing and manner that can match the settlement of the Groups liabilities and/or future commitments;(iii)the lac

86、k of detailed analysis in relation to the uncertainty of outcome of those plans and measures and how variability in outcomes would affect the future cash flows of the Group;and(iv)the lack of sufficient supporting basis in relation to the outcome of pending litigations regarding outstanding construc

87、tion payables.Hence,we were unable to satisfy ourselves about the appropriateness of the adoption of the going concern basis of accounting in the preparation of the consolidated financial statements by the directors of the Company.Should the Group fail to achieve its plans and measures,it might not

88、be able to continue as a going concern,and adjustments would have to be made to write down the carrying values of the Groups assets to their recoverable amounts,to provide for any further liabilities which might arise and to reclassify non-current assets and non-current liabilities as current assets

89、 and current liabilities respectively.The effects of these adjustments have not been reflected in these consolidated financial statements.21MANAGEMENT DISCUSSION AND ANALYSIS BUSINESS REVIEWThe Group is principally engaged in outlets commercial operation and development and operation of featured com

90、mercial properties(such as tourism property,senior care property and wine chateaus),development of high-end residential properties as well as property management.Key projects of the Group include JeShing European City Project which is a comprehensive project comprising“建材樓”(commercial),“家居樓”(commerc

91、ial)and“太平商場”(commercial)and Jin Sheng Yue Jing(residential)developed in Yinchuan,Ningxia Hui Autonomous Region,the Peoples Republic of China(the“PRC”),together with the Qinhuangdao Venice City of Water Outlets Project which is a comprehensive project developed in Beidaihe New District,Qinhuangdao,H

92、ebei,the PRC.The Group also operates property management business in Yinchuan city,Wuhan city and Hohhot city in the PRC.FINANCIAL REVIEWDuring the Year,the Group recorded a total revenue of approximately HK$123,180,000 as compared to approximately HK$31,921,000 for the Corresponding Year,representi

93、ng an increase of 285.9%.The increase in revenue was mainly attributable to the increase of sales of properties.Revenue from sales of properties was approximately HK$86,970,000 for the Year as compared to approximately HK$3,332,000 for the Corresponding Year,representing an increase of 2,510.1%.Mana

94、gement fee income was approximately HK$27,123,000 for the Year as compared to approximately HK$20,471,000 for the Corresponding Year,representing an increase of 32.5%due to the completion of acquisition of three property management companies.Rental income was approximately HK$6,965,000 for the Year

95、as compared to approximately HK$6,677,000 for the Corresponding Year,representing an increase of 4.3%.The Group recorded a loss on revaluation of investment properties of approximately HK$35,020,000 for the Year as compared to approximately HK$62,958,000 for the Corresponding Year,representing a dec

96、rease of 44.4%.22Finance costs was approximately HK$37,668,000 for the Year as compared to approximately HK$40,218,000 for the Corresponding Year,representing a decrease of 6.3%.Impairment loss under expected credit loss model on other receivables was approximately HK$111,770,000 for the Year,the am

97、ount mainly represented impairment loss on amounts due from Former Subsidiaries.Please refer to note 6 of this announcement and the announcement of the Company dated 14 April 2022 for details.During the Reporting Period,Former Subsidiaries failed to repay in accordance with the repayment schedule an

98、d the Group has initiated legal proceedings against the Former Subsidiaries.Therefore,the Group has made full impairment provision on receivables from Former Subsidiaries based on expected credit loss model.In addition,impairment loss on prepaid construction costs of approximately HK$50,678,000 reco

99、gnised during the year ended 31 March 2025 was related to the Qinhuangdao Project based on external source of information that the constructor was deregistered.The loss attributable to equity holders for the Year amounted to approximately HK$249,747,000 as compared to approximately HK$222,262,000 fo

100、r the Corresponding Year,representing an increase of approximately 12.9%.The loss per share for the Year was HK$21.40 cents as compared to HK$19.05 cents(restated)for the Corresponding Year.As for financing aspect,regarding the loan agreements with related parties,JeShing Real Estate Group Company L

101、imited*（金盛置業投資集團有限公司）(“JeShing Real Estate”),Nanjing No.1 Architecture and Engineering Group Company Limited*（南京第一建築工程集團有限公司）and Jiangsu Decorative Material Co.Ltd*（江蘇裝飾材料有限公司）,the total outstanding principal amount was RMB301,800,000(equivalent to approximately HK$327,030,000)(collectively the“Rela

102、ted Party Loan”)as at 31 March 2025.Related Party Loan was due in March 2023 with an interest rate range of 5.7%-6.19%per annum and was secured by the pledge of certain of the Groups assets.23Related Party Loan was a loan borrowed by the related parties from Huaxia Bank(the“Huaxia Bank Loan”)and len

103、t directly to the Qinhuangdao Outlets Real Estate Company Limited*（秦皇島奧特萊斯置業有限公司）,an indirect wholly-owned subsidiary of the Company on the same terms.No further extension agreement had been entered into between Huaxia Bank and the related parties in March 2023.Therefore,the Huaxia Bank Loan was in

104、default from March 2023.Huaxia Bank has the discretionary right to demand related parties of the Company on full payment of the whole principal amount and any unpaid interest.To the best knowledge of the Directors,management of the related parties have commenced negotiations of the repayment terms o

105、f the Huaxia Bank Loan with Huaxia Bank since then.Up to the date of this announcement,those negotiations are still in progress and have not been concluded.As the land of the Qinhuangdao Project(as defined below)has been pledged against the Huaxia Bank Loan,Huaxia Bank has the discretionary right to

106、 confiscate the land of the Qinhuangdao Project and dispose it for Huaxia Bank Loan repayment if related parties of the Company fail to repay the Huaxia Bank Loan when Huaxia Bank demands immediate full repayment.In December 2021,the Group entered into a loan agreement regarding a revolving loan fac

107、ility agreement with a related party,JeShing Real Estate in relation to an unsecured loan facility in the total principal amount of RMB2,000,000,000(equivalent to approximately HK$2,167,200,000)at an interest rate of 5%per annum and is due to repay in December 2023.As at 31 March 2025,outstanding am

108、ount of approximately RMB9,060,000(equivalent to approximately HK$9,817,000)was fall due.In May 2023,the Group entered into a new loan agreement regarding a revolving loan facility agreement with a related party,Jinsheng International Group(BVI)Limited(金盛國際集團(英屬維爾京群島)有限公司)in relation to an unsecured

109、 loan facility in the total principal amount of HK$2,000,000,000 at an interest rate of 5%per annum,the revolving loan facility starts in January 2024 and is due to repay in December 2025.In June 2025,the Group entered into a new loan agreement regarding a revolving loan facility agreement with a re

110、lated party,Jinsheng International Group(BVI)Limited(金盛國際集團(英屬維爾京群島)有限公司)in relation to an unsecured loan facility in the total principal amount of HK$2,000,000,000 at an interest rate of 5%per annum,the revolving loan facility starts in January 2026 and is due to repay in December 2027.Property Man

111、agement BusinessThe Group operates property management business in Ningxia City,Wuhan City and Hohhot City.The total property management areas of Ningxia City,Wuhan City and Hohhot City were approximately 551,800 sq.m.,80,210 sq.m.and 30,633 sq.m.,respectively as of 31 March 2025.24Projects Overview

112、Qinhuangdao Venice City of Water Outlets ProjectQinhuangdao Outlets Real Estate Company Limited*（秦皇島奧特萊斯置業有限公司）is a wholly-owned subsidiary of the Company.The project developed by the company in the core area of International Healthy City,Beidaihe New District,Qinhuangdao City,is positioned as a lar

113、ge coastal shopping,tourism and healthcare resort complex with outlets business as the major operation,integrated with high-end hot spring resort hotels,high-end hospitals,health preservation and elderly care,cultural and entertainment activities,and recreational resorts(“Qinhuangdao Venice City of

114、Water Outlets Project”).Qinhuangdao Venice City of Water Outlets Project covers an area of approximately 1,077 mu,planned to be developed in three phases.Phase 1 of the project covers a total area of approximately 163,227 sq.m,which is planned to be developed,by function,into outlets business(includ

115、ing Latitude Space),a health preservation hotel,resort units and an exhibition centre,along with supporting parking lots and greenery landscape.The Group has successively obtained the construction work planning and commencement permits for Sections A,B,and C of Phase 1 and the exhibition centre,the

116、construction work planning permit for Section D of Phase 1 as well as the pre-sale permits for the first 59 resort units.During the Reporting Period,led by local government agencies,Qinhuangdao Company actively approached all partners,and plans to build the commercial portion of Phase 1 with concert

117、ed efforts,so as to align with local industrial positioning,i.e.to build Qinhuangdao Project into a first-class comprehensive demonstration city for health care and vacation.If progressing well,the parties will cooperate based on the principle of“complementary advantages,mutual support,long-term coo

118、peration and common development”,through the combination of government promotion in accordance with law and market operation,in relation to the establishment and improvement of a comprehensive,wide-ranging and deep-level strategic cooperation mechanism,exploration of diversified cooperation modes,an

119、d effective promotion of the implementation of cooperation projects.25Yinchuan ProjectThe Company held the property named JeShing European City（金盛歐洲城）through Ningxia Jinguan Property Investment Co.Ltd.*（寧夏金冠投資置業有限公司）(“Ningxia Jinguan”),a wholly-owned subsidiary of the Company.JeShing European City c

120、omprises five parcels of land with a total site area of approximately 133,300 sq.m.and a residential and commercial complex constructed thereon(“Yinchuan Project”).Yinchuan residential project Jin Sheng Yue Jing（金盛閱景）Featured with the supporting commercial facilities,Jin Sheng Yue Jing is a large-sc

121、ale residential community developed passionately by the Company,which creates a comfortable and convenient living environment on the back of the surrounding resources such as banks,medical institutes,educational institutions,department stores and supermarkets,entertainment facilities and restaurants

122、 as well as its own lifestyle amenities and building materials stores.With a site area of approximately 120 mu,the Jin Sheng Yue Jing project comprises 20 mid-to high-rise buildings to be developed in 3 phases.The project has adopted the frame shear wall structure across the board,the beige granite

123、paint for exterior decoration,and the internationally popular Artdeco neoclassic architectural style for the overall appearance,presenting a sense of fashion,solemnity and elegance.During the Reporting Period,the construction of the residential area of Phase 2 of Jin Sheng Yue Jing has been complete

124、d and delivery has been commenced.Yinchuan Commercial PropertiesThe Yinchuan Commercial Properties consist of three commercial buildings(namely“建材樓”,“家居樓”and“太平商場”)and two corridors,collectively known as Jeshing International Home Furnishing Mall Desheng Square（金盛國際家居 德勝廣場）(“Yinchuan Commercial Prop

125、erties Project”)with a total gross floor area of over 90,000 sq.m.It is an integrated commercial complex featuring building materials and furniture stores,department stores,restaurants and supermarkets,with malls offering high-end building materials and upscale household products.The elegant and com

126、fortable commercial environment,easy accessibility by convenient public transportation,bespoke commercial layout plan and premium quality management have made it a new premier commercial landmark in Yinchuan.26As of 31 March 2025,Yinchuan Commercial Properties Project achieved an occupancy rate of a

127、pproximately 90%and became one of the largest curtain wholesale base in the northwest region.Gathering merchants of major brands in the northwest,the mall hit a record high in the amount of orders.As shown from the overall data,the three buildings of the entire Yinchuan Commercial Properties Project

128、 have gradually unveiled its unique distinction to be the northern commercial hub of the city.Property Management BusinessYinchuan ProjectThe Group conducts the property management business through Ningxia Jinguan and Ningxia Guanling.The two companies manages both commercial property and residentia

129、l area.The total property management area of the two companies was approximately 551,800 sq.m.as of 31 March 2025.Both companies are actively expanding the property management business in Yinchuan city.Hohhot ProjectHohhot Pengshengie currently manages part of a commercial property.The commercial pr

130、operty,with gross floor area of 83,192 sq.m,is an integrated commercial complex featuring building materials and furniture stores.The total property management area of Hohhot Pengshengie was approximately 30,633 sq.m.as of 31 March 2025.27Wuhan ProjectWuhan Yuejing currently manages a commercial pro

131、perty and residential area.The total property management area of Wuhan Yuejing was approximately 80,210 sq.m.as of 31 March 2025.Wuhan Yuejing is actively expanding the property management business in Wuhan city.Associated CompaniesDuring the Reporting Period,the projects managed by the associated c

132、ompanies of the Company also achieved certain progress.Huailai ProjectThe master plan,demonstration area design plan,chateau design plan and environmental impact assessment of the characteristic villa residential and winery project in Huailai of Hebei Province have been completed.The project is deve

133、loped by Huailai Dayi Winery Company Limited*（懷來大一葡萄酒莊園有限公司）,a 50%-owned associated company of the Company.In the demonstration area,access to roads,electricity and water supply has been in place and certain works regarding landscaping,planting and slope wall reconditioning have been completed.Chang

134、chun ProjectGlobe Outlet Town(Jilin)Limited*（吉林奧特萊斯世界名牌折扣城有限公司）(“Jilin Company”),a 42%-owned associated company of the Company,obtained land use rights for a piece of land with an area of 443 mu for commercial and residential purposes in Shuangyang District,Changchun City,Jilin Province in April 201

135、6.In order to seek differentiated development,Jilin Company plans to develop its project in Shuangyang District,Changchun into an integrated project combining a theme park and a cultural tourism town under the theme of cultural tourism and the objective of building a liveable place with elderly care

136、.28Significant InvestmentsThe Group did not have any significant investments during the Year.Liquidity and Financial ResourcesThe Group mainly finances its business operations with its internal resources and loan facilities from banks,financial institutions,related parties and a shareholder.As at 31

137、 March 2025,the Group had cash and cash equivalents amounted to approximately HK$11,758,000(2024:HK$17,685,000)and restricted bank deposits amounted to approximately HK$6,199,000(2024:HK$12,470,000).The Groups current ratio(measured as total current assets to total current liabilities)was 0.64 times

138、(2024:0.72 times).The other borrowings of the Group amounted to approximately HK$35,573,000(31 March 2024:HK$35,990,000)as at 31 March 2025.Pledge of AssetsAs at 31 March 2025,property interest held by the Group with net carrying amount in aggregate of approximately HK$874,283,000(31 March 2024:HK$9

139、18,242,000)were pledged to banks and financial institutions.Foreign Exchange ExposuresAs the Groups other borrowings,cash and cash equivalents,restricted bank deposits,trade receivables,prepayments,deposits and other receivables,trade payables,other payables and accruals,contract liabilities and amo

140、unts due to related parties were mainly denominated in RMB,the Group had not experienced significant exposure to foreign currency fluctuation.CommitmentsAs at 31 March 2025,the Group had capital commitments of construction of properties included under property,plant and equipment and investment prop

141、erties of approximately HK$62,556,000(31 March 2024:HK$63,676,000).29Subsequent EventThe Group had no significant event taking place subsequent to 31 March 2025 and up to the date of this announcement.MATERIAL ACQUISITIONS AND DISPOSALS OF SUBSIDIARIES AND ASSOCIATED COMPANIESThe Group did not have

142、any material acquisitions and disposals of subsidiaries and associated companies during the year.EMPLOYEES AND REMUNERATION POLICYAs at 31 March 2025,the Group employed a total of 136 employees(excluding Directors),as compared with 143 employees(excluding Directors)as at 31 March 2024.The Group remu

143、nerates its employees based on their performance,working experience and prevailing market parameters.Employee benefits include pension insurance fund,medical insurance coverage,unemployment insurance fund,occupational injury insurance fund,maternity insurance fund,housing provident fund and mandator

144、y provident fund(for Hong Kong employees).PROSPECT AND OUTLOOKThe Group has focused on the real estate market,strategically rolling out diverse product mixes such as“residential+commercial”,“residential+senior care”,and“residential+cultural tourism”,which boast unique features to forestall declined

145、competitiveness due to homogeneity of products.However,the success of a company still depends very much on its ability to appreciate industry-related policies in advance and make business adjustments and plans in advance to align itself with the policies.30In the past few years,the Group failed to a

146、dapt itself to industry policies and market development trends in a timely manner,and was not able to effectively convert the land on hand into cashable commodities.Moreover,being a“late-mover”for several times also resulted in significantly lower-than-expected fund usage rate and return,leading to

147、high financial costs.Chinas property development market is currently facing significant challenges,stemming from a combination of oversupply and declining buyer confidence.As a result,Central government has formulated certain policies to stimulate the market.There has been some improvement in market

148、 sentiment,the progress is gradual.Amid the harsh economic environment,“struggling alone”is no longer realistic,and only“partnering up with others”will allow a slim chance of survival.In the future,the Group will enhance cooperation with financing institutions,government agencies and other parties o

149、f the same or different industries to activate its various projects with concerted efforts.As the economy of China is facing uncertainties,the Group has been actively to explore opportunities outside of China.South East Asia region is a region with high growth potential and young population,which ex

150、ists opportunities.FINAL DIVIDENDThe Board did not recommend payment of a final dividend for the Year(2024:Nil).CORPORATE GOVERNANCE PRACTICES The Board is committed to maintaining high standards of corporate governance in the best interest of the shareholders of the Company(the“Shareholders”).The C

151、ompany has been making an effort to enhance the corporate governance standard of the Company by reference to the code provisions and recommended best practices set out in the Corporate Governance Code(the“CG Code”)contained in Part 2 of Appendix 14 to the Rules Governing the Listing Securities on Th

152、e Stock Exchange of Hong Kong Limited(the“Stock Exchange”)(the“Listing Rules”).During the Year,the Company has applied and complied with all the code provisions set out in the CG Code except for the deviation from code provision C.2.1.Code provision C.2.1 provides that the roles of chairman and chie

153、f executive should be separate and should not be performed by the same individual.The division of responsibilities between the chairman and chief executive should be clearly established and set out in writing.31During the Year,the Company had deviated from code provision C.2.1 because the roles of C

154、hairman of the Board and the Chief Executive Officer of the Company had been vested in the same person(Mr.Li Yi Feng).The reason for this deviation was that the Board believes that at the current development of the Group,vesting of the two roles in the same person provides the Company with strong an

155、d consistent leadership and facilitates the planning and execution of the Groups business strategies.The Board will review this structure periodically and will consider steps to separate dual roles of chairman and chief executive officer as and when appropriate taking into account the prevailing cir

156、cumstances.DIRECTORS SECURITIES TRANSACTIONSThe Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix 10 to the Listing Rules(the“Model Code”)as the code of conduct regarding securities transactions by the Directors.Having made specific

157、enquiries to all Directors,all Directors confirmed that they had complied with the required standards set out in the Model Code throughout the Year.PURCHASE,SALE OR REDEMPTION OF THE COMPANYS LISTED SHARESDuring the Year,neither the Company nor any of its subsidiaries purchased,sold or redeemed any

158、of the Companys listed securities.AUDIT COMMITTEE REVIEWThe audit committee of the Company has reviewed with the management and the Companys external auditor the Groups consolidated financial results for the Year,including the accounting principles and practices adopted by the Group and discussed au

159、diting,risk management and internal control,and financial reporting matters,in conjunction with the auditors of the Company.32PUBLICATION OF THE ANNUAL RESULTS ANNOUNCEMENT AND THE ANNUAL REPORTThis results announcement is published on the Companys website at and the Stock Exchanges website at www.h

160、kexnews.hk.The 2025 Annual Report will also be available on both websites and despatched to the Shareholders in due course.CLOSURE OF THE REGISTER OF MEMBERSThe forthcoming AGM will be held on Friday,29 August 2025.To ascertain the Shareholders entitlement to attend and vote at the AGM,the register

161、of members of the Company will be closed from Tuesday,26 August 2025 to Friday,29 August 2025,both days inclusive,during which no transfer of Shares will be effected.In order to qualify for the entitlement to attend and vote at the AGM,all transfers of Shares accompanied by the relevant shares certi

162、ficates must be lodged with the Companys branch share registrar and transfer office in Hong Kong,Tricor Secretaries Limited at 17/F,Far East Finance Centre,16 Harcourt Road,Hong Kong by 4:30 p.m.on Monday,25 August 2025.By Order of the BoardRichly Field China Development LimitedLi Yi FengChairman an

163、d Chief Executive OfficerHong Kong,30 June 2025As at the date of this announcement,the Board comprises two executive Directors,namely Mr.Li Yi Feng(Chairman and Chief Executive Officer)and Mr.Chen Wei(Vice President);and three independent non-executive Directors,namely Ms.Hsu Wai Man Helen,Mr.Wong Chi Hong William and Mr.Xu Jinghong.*For identification purpose only