(Formerly known as China Shenghai Group Limited)()( Incorporated in the Cayman Islands with limited liability )() Stock Code: 1676 Annual Report年報2024 CONTENTS 2Corporate Information4Chairman’s Statement6Biographical Details of the Directors8Management Discussion and Analysis14Report of the Directors23Corporate Governance Report38Independent Auditor’s Report44Consolidated Statement of Profit and Loss and Other Comprehensive Income45Consolidated Statement of Financial Position46Consolidated Statement of Changes in Equity47Consolidated Statement of Cash Flows49Notes to the Consolidated Financial Statements124Five-year Financial Summary CORPORATE INFORMATION EXECUTIVE DIRECTORSMr. Li Tingfeng(Chairman and Chief Executive Officer) (appointed as executive director and chief executive officeron 18 August 2023 and appointed as chairman on 29 July 2024) Mr. Hu Hongchu(Chairman) (redesignated as Chairman on19 December 2023 and resigned on 29 July 2024) Mr. Liu Rongru(Chief Executive Officer)(resigned on 18 August 2023)Mr. Huang Jingsheng (appointed on 19 December 2023) Mr. Hong Jixiang (appointed on 21 June 2024) Ms. Chen ChunMs. Li Yanfeng (resigned on 21 July 2023) NON-EXECUTIVE DIRECTORSMr. Liu Chuanyi(Joint-Chairman) (resigned on 19 December 2023) Mr. Chen Futian (resigned on 21 June 2024) INDEPENDENT NON-EXECUTIVE DIRECTORSMr. Chow Yun Cheung (resigned on 21 July 2023) Mr. Shum Ching Hei (appointed on 21 July 2023) Mr. Lin Zhenqing (resigned on 19 December 2023) Mr. Yang Minda (appointed on 19 December 2023) Mr. He Jian AUDIT COMMITTEEMr. Shum Ching Hei(Chairman)Mr. He JianMr. Yang Minda NOMINATION COMMITTEEMr. He Jian(Chairman)Mr. Shum Ching HeiMr. Yang Minda REMUNERATION COMMITTEEMr. Yang Minda(Chairman)Mr. Shum Ching HeiMr. He Jian COMPANY SECRETARYMr. Wong Sai Hung AUTHORISED REPRESENTATIVESMr. Hong JixiangMr. Li Tingfeng CORPORATE INFORMATION AUDITORSMcMillan Woods (Hong Kong) CPA Limited 18824 24/F, Siu On Centre,188 Lockhart Road,Wan Chai, Hong Kong 186 LEGAL ADVISER AS TO HONG KONG LAWBird & Bird 6/F, The AnnexCentral Plaza18 Harbour RoadHong Kong 2059 PRINCIPAL BANKERSBank of China Shishi Branch BOC Building, 2059 Ba Qi RoadShishi, Quanzhou, FujianPRC Conyers Trust Company (Cayman) Limited PRINCIPAL REGISTRAR AND TRANSFER OFFICEConyers Trust Company (Cayman) Limited Cricket SquareHutchins DrivePO Box 2681, Grand CaymanKY1-1111, Cayman Islands Cricket SquareHutchins DrivePO Box 2681, Grand CaymanKY1-1111, Cayman Islands HONG KONG BRANCH REGISTRAR ANDTRANSFER OFFICEComputershare Hong Kong Investor Services Limited 183171712-1716 Shops 1712 -1716, 17th FloorHopewell Centre183 Queen’s Road EastWan ChaiHong Kong Cricket Square REGISTERED OFFICE IN THE CAYMAN ISLANDSCricket Square Hutchins DrivePO Box 2681, Grand CaymanKY1-1111, Cayman Islands Hutchins DrivePO Box 2681, Grand CaymanKY1-1111, Cayman Islands HEADQUARTER AND PRINCIPAL PLACE OFBUSINESS IN THE PRC2032, Baqi Road, Fengli Street, ShishiQuanzhou, Fujian 2032 19935 PRINCIPAL PLACE OF BUSINESS IN HONG KONGLevel 35, Infinitus Plaza, 199 Des Voeux RoadCentral, Sheung Wan, Hong Kong www.gaodiholdings.com WEBSITEwww.gaodiholdings.com 01676 STOCK CODE01676 CHAIRMAN’S STATEMENT Dear Shareholders, On behalf of the Board of Directors of Gaodi Holdings Limited(formerlyknown as China Shenghai Group Limited)(the“Company”) and its subsidiaries (collectively, the “Group”), I reportto shareholders our annual report for the year ended 30 June 2024(the “Year2024”or the “Reporting Period”),together with thecomparative figures for the eighteen months ended 30 June 2023(the “2023”). BUSINESS REVIEW GDP1.262.2%69,5415.0%530.233.1%354.916.728.8%11.93.2%3.4%408.513.1%354.913.08.5%11.93.2%3.4%79.9 Statisticsshow that China’s GDP exceeded RMB1.26 trillion in2023, with a growth rate 2.2% higher than that in 2022. China’soverall economy began to show a stable trend after the epidemic.Amongthe major industries of the national economy,majordomestic industries maintained a steady growth trend in 2023, ofwhich the total food output reached 695.41 million tons, settinganew record;the manufacturing industry grew by 5.0%;theaccommodationand food and beverage industry,informationtransmissionand other industries achieved double-digit growth.During the Reporting Period, the Group’s revenue from the foodproductsbusiness decreased by 33.1%to RMB354.9 millionfrom RMB530.2 million in 2023. Segment gross profit decreasedby28.8%to RMB11.9 million from RMB16.7 million in 2023.Grossmargin slightly increased from 3.2%in 2023 to 3.4%.Ifa comparison is made for the twelve-month period from 1July 2022 to 30 June 2023, the Group’s revenue from the foodproducts business decreased by 13.1% from RMB408.5 million toRMB354.9 million. Segment gross profit decreased by 8.5% fromRMB13.0 million in 2023 to RMB11.9 million. Gross margin slightlyimproved from 3.2% to 3.4%. In addition, due to the reduction insales and distribution costs and the absence