中国生态旅游2023/2024中期报告

2023/2024 INTERIM REPORT中 期 報 告 INTERIM FINANCIAL STATEMENTS The board of directors of China Ecotourism Group Limited(the “Company”) (the “Board” or “Directors”) herebypresents the unaudited condensed consolidated interimfinancial statements of the Company and its subsidiaries(collectively referred to as the “Group”) for the six monthsended 31 December 2023 as follows: CONDENSED CONSOLIDATED STATEMENT OFPROFIT OR LOSS (Continued) CONDENSED CONSOLIDATED STATEMENT OFCOMPREHENSIVE INCOME CONDENSED CONSOLIDATED STATEMENT OFFINANCIAL POSITION CONDENSED CONSOLIDATED STATEMENT OFFINANCIAL POSITION (Continued) CONDENSED CONSOLIDATED STATEMENT OFFINANCIAL POSITION (Continued) CONDENSED CONSOLIDATED STATEMENT OFCHANGES IN EQUITY CONDENSED CONSOLIDATED STATEMENT OFCHANGES IN EQUITY (Continued) CONDENSED CONSOLIDATED STATEMENT OFCASH FLOWS NOTES TO CONDENSED CONSOLIDATED INTERIMFINANCIAL STATEMENTS 1. 1.BASIS OF PREPARATION AND SIGNIFICANTACCOUNTING POLICIES The unaudited condensed consolidated interimfinancial statements have been prepared in accordancewith Hong Kong Accounting Standards 34, “InterimFinancial Reporting”, issued by the Hong KongInstitute of Certified Public Accountants (“HKICPA”)and the applicable disclosure requirements of theRules Governing the Listing of Securities on TheStock Exchange of Hong Kong Limited (the “StockExchange”) (the “Listing Rules”). 34 1.1 1.1Deconsolidation of a subsidiary PerunConsultants LimitedGwynn HokinsLAU Wing Yi7.0%154,162,000CLGLCLGL As disclosed in the announcements of theCompany dated 1, 15 and 21 December2023, events of default occurred in relationto the loan facility, short-term loan agreementand convertible bonds. The Company wasnotified on 20 December 2023 that Mr.Gwynn Hokins and Ms. LAU Wing Yi of PerunConsultants Limited have been appointedon 18 December 2023 by the security agent(the “Security Agent”), the trustee of theHK$154,162,000 7.0% convertible bondsdue 2023 (the “Bonds”), as Joint and SeveralReceivers and Managers over all shares heldby China LotSynergy Group Limited (“CLGL”),a wholly owned subsidiary of the Company, inGoldwide Limited (“Goldwide”) pursuant to theshare charge provided by CLGL in favour of theSecurity Agent on 5 May 2022. 1. 1.BASIS OF PREPARATION AND SIGNIFICANTACCOUNTING POLICIES (Continued) 1.1 1.1Deconsolidation of a subsidiary(Continued) The management of the Company is in thecourse of seeking for a possible solution tothe issues resulting from the defaults. Sincethe Company has lost control over Goldwidewith effect from 18 December 2023, in thepreparation of the interim financial statements,Goldwide was deconsolidated with effect from18 December 2023. 1.2Going concern 1.2 71,577,000213,417,000224,287,00037,150,00016,668,000162,00,000161,257,00060,133,00020,498,000 I n p r e p a r i n g t h e u n a u d i t e d c o n d e n s e dconsolidated interim financial statements, thedirectors of the Company have given carefulconsideration to the future liquidity of the Groupin light of the fact that the Group incurred anet loss of approximately HK$71,577,000 forthe 6 months ended 31 December 2023 and,as of that date, the Group’s current liabilitiesexceeded its current assets by approximatelyHK$213,417,000 and has net liabilities ofapproximately HK$224,287,000. These currentliabilities included amount due to a shareholderamounting to approximately HK$37,150,000,amounts due to key management personnelamounting to approximately HK$16,668,000,b a n k a n d o t h e r b o r r o w i n g s a m o u n t i n gto approximately HK$162,000,000 andconvertible bonds amounting to approximatelyHK$161,257,000 that have been overdue or indefaults. The Group might not be able to meetits liabilities in full unless it is able to generatesufficient cash flows from future operationsand/or other sources, since as at 31 December2023, the Group only had cash and bankbalances of approximately HK$60,133,000 andrestricted bank deposits of HK$20,498,000.These events or conditions indicate theexistence of material uncertainties which maycast significant doubt on the Group’s ability tocontinue as a going concern. 1. 1.BASIS OF PREPARATION AND SIGNIFICANTACCOUNTING POLICIES (Continued) (a)(b)(c)(d)(e) 1.2Going concern (Continued) In this regard, the directors of the Companyhave identified various initiatives to addressthe Group’s liquidity needs, which include thefollowing: (a)The management of the Group is in thecourse of seeking for a possible solutionto the issues resulting from the defaultsand will work closely with its advisors,Acclime Corporate Advisory (HongKong) Limited, to conduct a review ofthe financial positions of the Group andformulate a viable restructuring plan; (b)The Group has also been activelynegotiating with various banks andpersons or institutions providing financeto obtain additional new credit facilities; 1. 1.BASIS OF PREPARATION AND SIGNIFICANTACCOUNTING POLICIES (Continued) 1.2 1.2Going concern (Continued) Based