China Green : UNAUDITED ANNUAL RESULTS FOR THE YEAR ENDED 30 APRIL 2020

Hong 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 reliance upon the whole or any part of the contents of this announcement.

CHINA GREEN (HOLDINGS) LIMITED

中 國 綠 色 食 品（ 控 股 ）有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock Code: 904)

UNAUDITED ANNUAL RESULTS

FOR THE YEAR ENDED 30 APRIL 2020

• Revenue decreased by approximately 4.6% from approximately RMB471.2 million for the year ended 30 April 2019 ("FY2018/19") to approximately RMB449.4 million for the year ended 30 April 2020 ("FY2019/20").
• Gross profit and gross profit margin increased from approximately RMB9.6 million and 2.0% for FY2018/19 to approximately RMB42.3 million and 9.4% for FY2019/20.
• Loss for the year attributable to owners of the Company increased from approximately RMB645.1 million for FY2018/19 to approximately RMB856.2 million for FY2019/20.

1

FINANCIAL HIGHLIGHTS
	2020		2019
	RMB'000	RMB'000
	(Unaudited)	(Audited)
Revenue
- Fresh produce and processed products	412,849		430,803
- Branded food products and others	36,593		40,370
	449,442		471,173
Gross profit	42,279		9,565
Gross profit margin	9.4%		2.0%
Loss for the year attributable to owners of
the Company	(856,214)	(645,071)
Basic loss per share (RMB)	(2.34)	(1.82)
Key Financial Ratios
Current Ratio	0.55 times	0.96 times
Gearing Ratio	95.3%		33.9%

UNAUDITED ANNUAL RESULTS

The board (the "Board") of directors (the "Directors") of China Green (Holdings) Limited (the "Company" together with its subsidiaries, the "Group") set forth below the unaudited annual results of the Group for the FY2019/20, together with the comparative audited figures for the FY2018/19, as follows. For the reasons explained in the paragraph headed "Review of Unaudited Annual Results" in this announcement, the auditing process for the annual results of the Group for the FY2019/20 has not been completed.

2

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

For the year ended 30 April 2020

		2020		2019
	Notes	RMB'000	RMB'000
		(Unaudited)	(Audited)
Revenue	4	449,442		471,173
Cost of sales		(407,163)	(461,608)
Gross profit		42,279		9,565
Other revenue	5(a)	1,240		2,219
Other gains	5(b)	2,131		1,265
Gain arising from changes in fair value less
costs to sell of biological assets		8,225		6,698
Impairment loss on property,
plant and equipment		(166,851)	(209,606)
Impairment loss on right-of-use assets		(379,197)	-
Impairment loss on long-term prepaid rentals		-	(162,826)
Selling and distribution expenses		(42,035)	(41,820)
General and administrative expenses		(232,366)	(200,861)
Share of loss of an associate		-	(3,545)
Share of loss of a joint venture		(133)	(94)
Loss from operations		(766,707)	(599,005)
Finance costs	6(a)	(89,507)	(46,066)
Loss before taxation	6	(856,214)	(645,071)
Income tax	7	-	-
Loss for the year attributable to owners of
the Company		(856,214)	(645,071)

3

		2020		2019
	Notes	RMB'000	RMB'000
		(Unaudited)	(Audited)
Other comprehensive (loss)/income
for the year (after tax)
Items that may be reclassified subsequently to
profit or loss:
Exchange differences on translation of financial
statements of overseas subsidiaries		(13,810)	(10,771)
Exchange differences on translation of financial
statements of investment in an associate		-	219
		(13,810)	(10,552)
Items that will not reclassified to profit or loss:
Change in fair value of financial assets at fair
value through other comprehensive income		(144)	(4,583)
Other comprehensive loss for the year		(13,954)	(15,135)
Total comprehensive loss for the year
attributable to owners of the Company		(870,168)	(660,206)
Loss per share attributable to owners of the
Company (RMB)
- Basic and diluted	9	(2.34)	(1.82)

4

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 30 April 2020

		2020		2019
	Notes	RMB'000	RMB'000
		(Unaudited)	(Audited)
Non-current assets
Fixed assets
- Property, plant and equipment		487,765		747,220
- Interests in leasehold land held for
own use under operating leases		-	114,094
Long-term prepaid rentals		-	446,755
Right-of-use assets		629,096		-
Investment in a joint venture		553		686
Financial assets at fair value through
other comprehensive income		2,921		4,449
		1,120,335		1,313,204
Current assets
Inventories		4,134		4,299
Biological assets		14,740		13,732
Current portion of long-term prepaid rentals		-	24,777
Trade and other receivables	10	208,229		106,821
Pledged bank deposits		6,750		1,982
Cash and cash equivalents		44,690		339,022
		278,543		490,633
Current liabilities
Trade and other payables	11	267,381		68,060
Bank borrowings		165,000		260,000
Lease liabilities		49,591		-
Income tax payable		17,804		17,804
Amount due to a director		7,540		7,102
Amount due to a shareholder		1,426		1,343
Convertible notes		-	155,029
		508,742		509,338
Net current liabilities		(230,199)	(18,705)
Total assets less current liabilities		890,136		1,294,499

5

	2020	2019
Notes	RMB'000		RMB'000
	(Unaudited)		(Audited)
Non-current liabilities
Deferred tax liabilities	69,081	69,581
Lease liabilities	466,305		-
	535,386	69,581
Net assets	354,750	1,224,918
Capital and reserves
Share capital	62,247	62,247
Reserves	292,503	1,162,671
Total equity attributable to owners of the
Company	354,750	1,224,918

6

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 30 April 2020

1. BASIS OF PREPARATION AND ACCOUNTING POLICIES

The consolidated financial statements have been prepared in accordance with Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants ("HKICPA"). In addition, the consolidated financial statements include applicable disclosures required by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and by the Hong Kong Companies Ordinance (the "HKCO").

The measurement basis used in the preparation of the consolidated financial statements is the historical cost basis except that biological assets are measured at their fair value less costs to sell, and certain financial instruments that are measured at fair values at the end of each reporting period.

Going concern

For the year ended 30 April 2020, the Group incurred a loss of approximately RMB856,214,000 (2019: approximately RMB645,071,000) and a net cash outflow from operating activities of approximately RMB172,264,000 (2019: approximately RMB54,119,000). As at 30 April 2020, the Group had net current liabilities of approximately RMB230,199,000 (2019: approximately RMB18,705,000). In addition, the Group's convertible notes with principal amount of approximately RMB173,167,000 (equivalents to HK$190,000,000) was matured on 22 August 2019 and together of the accrued interest RMB16,849,000 (equivalents to HK$18,487,000) was not paid as at 30 April 2020. As at 30 April 2020, the Group's bank borrowings of RMB165,000,000 will be due in October 2020.

These conditions indicate the existence of a material uncertainty that might cast significant doubt about the Group's ability to continue as going concern and therefore the Group may be unable to realise the Group's liabilities in the normal course of business.

In view of such circumstances, the Directors have given careful consideration to future liquidity and performance of the Group and its available sources of financing in assessing whether the Group will be able to repay the outstanding convertible notes and bank borrowings and be able to finance its future working capital and finance requirements. Certain measures have been and will be taken to manage its liquidity need and to improve its financial position which include, but are not limited to, the following:

1. Mr. Sun Shao Feng, the chairman, the chief executive officer and executive Director of the Company, is willing to continue to provide financial support to the Group to enable the Group to continue as a going concern;
2. As at the date of approval of these financial statements, the Group is actively exploring, formulating and negotiating feasible debt restructuring plans with convertible notes holder's representatives;
3. The Group will contact its current bank partners for bank borrowings renewal;
4. The Group will seek to obtain any possible financing; and
5. The Group will implement operation plans to control costs and generate adequate cash flows from the Group's operations.

Having considered the above, the Directors are of the opinion that it is appropriate to prepare the consolidated financial statements of the Group for FY2019/20 on a going concern basis.

7

Should the Group be unable to continue to operate as a going concern, adjustments would have to be made to write down the value of assets to their recoverable amounts, to provide for further liabilities which might arise and to reclassify non-current assets and non-current liabilities as current assets and current liabilities respectively. The effect of these adjustments has not been reflected in the consolidated financial statements.

2. APPLICATION OF NEW AND REVISED HONG KONG FINANCIAL REPORTING STANDARDS ("HKFRSs")

New and amendments to HKFRSs that are mandatorily effective for the current year

The Group has applied the following new and amendments to Hong Kong Financial Reporting Standards ("new and amendments to HKFRSs") issued by the HKICPA for the first time in the current year:

HKAS 19 (Amendments)	Plan Amendment, Curtailment or Settlement
HKAS 28 (Amendments)	Long-term Interests in Associates and Joint Ventures
HKFRSs (Amendments)	Annual Improvements to HKFRSs 2015-2017 Cycle
HKFRS 9 (Amendments)	Prepayment Features with Negative Compensation
HKFRS 16	Leases
HK (IFRIC) - Int 23	Uncertainty over Income Tax Treatments

Except as described below, the application of the new and amendments to HKFRSs in the current year has had no material impact on the Group's financial positions and performance for the current and prior years and/or on the disclosures set out in these consolidated financial statements.

HKFRS 16 Leases

The Group has applied HKFRS 16 for the first time in the current year. HKFRS 16 superseded HKAS 17 Leases ("HKAS 17"), and the related interpretations.

Definition of a lease

The Group has elected the practical expedient to apply HKFRS 16 to contracts that were previously identified as leases applying HKAS 17 and HK(IFRIC)-Int 4 Determining whether an Arrangement contains a Lease and not apply this standard to contracts that were not previously identified as containing a lease. Therefore, the Group has not reassessed contracts which already existed prior to the date of initial application.

For contracts entered into or modified on or after 1 May 2019, the Group applies the definition of a lease in accordance with the requirements set out in HKFRS 16 in assessing whether a contract contains a lease.

8

As a lessee

The Group has applied HKFRS 16 retrospectively with the cumulative effect recognised at the date of initial application, 1 May 2019.

As at 1 May 2019, the Group recognised additional lease liabilities and right-of-use assets at amounts equal to the related lease liabilities by applying HKFRS 16.C8(b)(ii) transition. Any difference at the date of initial application is recognised in the opening retained profits and comparative information has not been restated.

When applying the modified retrospective approach under HKFRS 16 at transition, the Group applied the following practical expedients to leases previously classified as operating leases under HKAS 17, on lease-by-lease basis, to the extent relevant to the respective lease contracts:

1. elected not to recognise right-of-use assets and lease liabilities for leases with lease term ends within 12 months of the date of initial application;
2. excluded initial direct costs from measuring the right-of-use assets at the date of initial application;
3. applied a single discount rate to a portfolio of leases with a similar remaining terms for similar class of underlying assets in similar economic environment;
4. relied on the assessment of whether leases are onerous by applying HKAS 37 Provisions, Contingent Liabilities and Contingent Assets as an alternative of impairment review; and
5. used hindsight based on facts and circumstances as at date of initial application in determining the lease term for the Group's leases with extension and termination options.

When recognising the lease liabilities for leases previously classified as operating leases, the Group has applied incremental borrowing rates of the relevant group entities at the date of initial application. The weighted average lessee's incremental borrowing rate applied is 9.5%.

9

The following table reconciles the operating lease commitments as at 30 April 2019 to the opening balance for lease liabilities recognised as at 1 May 2019:

	RMB'000
Operating lease commitments disclosed as at 30 April 2019	1,105,634
Lease liabilities discounted at relevant incremental borrowing rates	471,292
Less: Recognition exemption - short-term leases	(634)
Lease liabilities as at 1 May 2019	470,658
Analysed as
Current	45,238
Non-current	425,420
	470,658
The recognised right-of-use assets relate to the following types of assets:
	As at
	1 May
	2019
	RMB'000
Agricultural land	470,658

10

The following adjustments were made to the amounts recognised in the consolidated statement of financial position at 1 May 2019. Line items that were not affected by the changes have not been included.

	Carrying		Carrying
	amounts		amounts
	previously		under
	reported as		HKFRS 16 at
	30 April		1 May
	2019	Adjustments	2019
	RMB'000	RMB'000	RMB'000
Non-current Assets
Fixed assets:
- Interest in leasehold land held for own use
under operating leases	114,094	(114,094)	-
Long-term prepaid rentals	446,755	(446,755)	-
Right-of-use assets	-	1,059,322	1,059,322
Current Assets
Trade and other receivable:
- Interest in leasehold land held for own use
under operating lease	3,038	(3,038)	-
Current portion of long-term prepaid rentals	24,777	(24,777)	-
Current Liabilities
Lease liabilities	-	45,238	45,238
Non-Current Liabilities
Lease liabilities	-	425,420	425,420

The application of HKFRS 16 to lease previously classified as operating leases under HKAS 17 resulted in the recognition of right-of-use assets of RMB470,658,000 and lease liabilities of RMB470,658,000 at the initial adoption of HKFRS 16.

For the purpose of reporting cash flows from operating activities under indirect method for the year ended 30 April 2020, movements in working capital have been computed based on opening consolidated statement of financial position as at 1 April 2019 as disclosed above.

11

New and amendments to HKFRSs in issue but not yet effective

The Group has not early applied the following new and amendments to HKFRSs that have been issued but are not yet effective:

HKFRS 17	Insurance Contracts3
Amendments to HKAS 1 and HKAS 8	Definition of Material2
Amendments to HKFRS 3	Definition of a Business1
Amendments to HKFRS 10 and	Sale or Contribution of Assets between an
HKAS 28	Investor and its Associates or Joint Ventures4
Amendments to HKFRS 9,	Interest Rate Benchmark Reform2
HKAS 39 and HKFRS 7
Amendments to HKFRS 16	Covid-19 - Related Rent Concessions5

1

2

3

4

5

Effective for business combination and asset acquisitions for which the acquisition date is on or after the beginning of the first annual period beginning on or after 1 January 2020. Effective for annual periods beginning on or after 1 January 2020.

Effective for annual periods beginning on or after 1 January 2021. Effective for annual periods beginning on or after a date to be determined. Effective for annual periods beginning on or after 1 June 2020.

In addition to the above new and amendments to HKFRSs, a revised Conceptual Framework for Financial Reporting was issued in 2018. Its consequential amendments, the Amendments to References to the Conceptual Framework in HKFRS Standards, will be effective for annual periods beginning on or after 1 January 2020.

The Directors anticipate that the application of the new and amendments to HKFRSs will have no material impact on the consolidated financial statements in the foreseeable future.

12

3. SEGMENT REPORTING

The Group manages its businesses by product types. In a manner consistent with the way in which information is reported internally to the Group's most senior executive management for the purposes of resources allocation and performance assessment, the Group has identified the following two reportable segments in accordance with HKFRS 8 presented as follows:

• Fresh produce and processed products: this segment grows, processes and sells agricultural products. Currently the Group's activities in this regard are carried out in the PRC.
• Branded food products and others: this segment processes and sells food products. Currently the Group's activities in this regard are carried out in the PRC.

1. Segment results, assets and liabilities
   Information regarding the Group's reportable segments as provided to the Group's most senior executive management for the purposes of resources allocation and assessment of segment performance for the years ended 30 April 2020 and 2019 is set out below:
   Segment assets include all current and non-current assets with the exception of investments in financial assets and other corporate assets. Segment liabilities include trade and other payables attributable to the sales activities of the individual segments and borrowings managed directly by the segments.
   Revenue and expenses are allocated to the reportable segments with reference to sales generated by those segments and the expenses incurred by those segments or which otherwise arise from the depreciation or amortisation of assets attributable to those segments.
   The measure used for reporting segment loss is "adjusted operating loss". To arrive at "adjusted operating loss", the Group's loss is adjusted for items not specifically attributable to individual segments, such as directors' and auditors' remuneration and other head office or corporate administration costs. Taxation charge is not allocated to reportable segment loss. Inter-segment sales are priced with reference to prices charged to external parties for similar orders.

13

		Fresh produce and	Branded food
		processed products	products and others	Total
	2020		2019		2020	2019		2020	2019
		RMB'000	RMB'000 RMB'000	RMB'000	RMB'000	RMB'000
	(Unaudited)	(Audited) (Unaudited)	(Audited) (Unaudited)	(Audited)
Revenue from external customers	412,849		430,803		36,593	40,370		449,442	471,173
Inter-segment revenue	10,161		9,685		-	-	10,161	9,685
Reportable segment revenue	423,010		440,488		36,593	40,370		459,603	480,858
Reportable segment loss	(633,045)	(433,168)	(23,248)	(22,030)	(656,293)	(455,198)
Interest income	855		1,304		7	4		862	1,308
Depreciation and amortisation	126,113		127,628		603	1,573		126,716	129,201
Income tax		-	-	-	-	-	-
Reportable segment assets	1,077,763		1,576,993		5,421	33,081		1,083,184	1,610,074
Gain arising from changes in fair
value less costs to sell of
biological assets	8,225		6,698		-	-	8,225	6,698
Finance costs	45,238		2,476		-	507		45,238	2,983
Impairment loss on property,
plant and equipment	166,851		209,606		-	-	166,851	209,606
Impairment loss on long-term
prepaid rentals		-	162,826		-	-	-	162,826
Impairment loss on right-of-use assets	379,197		-	-	-	379,197	-
Capital expenditure (Note)	379		5,180		179	174		558	5,354
Loss on disposal of property,
plant and equipment	(60)	581		1,648	119		1,588	700
Share of loss of a joint venture	133		94		-	-	133	94
Reversal of impairment losses under
expected credit loss model, net	59		17		29	4		88	21
Reportable segment liabilities	533,048		16,581		1,394	4,187		534,442	20,768

Note: Capital expenditure consists of additions to property, plant and equipment and right-of-use assets during the year.

14

1. Reconciliation of reportable segment revenue, profit or loss, assets and liabilities and other items

	2020		2019
	RMB'000	RMB'000
	(Unaudited)	(Audited)
Revenue
Reportable segment revenue	459,603		480,858
Elimination of inter-segment revenue	(10,161)	(9,685)
Consolidated revenue	449,442		471,173
Profit or loss
Reportable segment loss derived from
Group's external customers	(656,293)	(455,198)
Finance costs	(44,269)	(43,083)
Finance income	118		742
Other revenue and gain	-	183
Share of loss of an associate	-	(3,545)
Reversal of impairment losses under expected credit loss
model, net	7		981
Unallocated depreciation and amortisation	(12,840)	(13,221)
Unallocated head office and corporate expenses	(142,937)	(132,178)
Fair value change in derivative financial liability	-	248
Consolidated loss before taxation	(856,214)	(645,071)

15

	2020		2019
	RMB'000	RMB'000
	(Unaudited)	(Audited)
Assets
Reportable segment assets	1,083,184		1,610,074
Unallocated head office and corporate assets:
- Fixed assets	139,849		152,679
- Pledge bank deposits	6,750		1,982
- Cash and cash equivalents	31,233		2,564
- Other assets	137,862		36,538
Consolidated total assets	1,398,878		1,803,837
Liabilities
Reportable segment liabilities	534,442		20,768
Convertible notes	-	155,029
Derivative financial liability	-	-
Deferred tax liabilities	69,581		69,581
Bank borrowings	165,000		260,000
Unallocated head office and corporate liabilities	275,105		73,541
Consolidated total liabilities	1,044,128		578,919

1. Geographical information
   During the years ended 30 April 2020 and 2019, the Group mainly operated in the PRC and all of the Group's revenue was derived from the PRC, most of the non-current assets of the Group were located in the PRC as at 30 April 2020 and 2019. No analysis of the Group's result and assets by geographical area is disclosed.
2. Information about major customers
   During the years ended 30 April 2020 and 2019, none of the individual customer accounted for 10% or more of the Group's external revenue.

16

4. REVENUE

During the years ended 30 April 2020 and 2019, the Group was principally engaged in the growing, processing and sales of agricultural products, production and sales of consumer food products.

Revenue represents sales value of agricultural products and consumer food products supplied to customers, which is net of value-added tax and other sales taxes, less returns and discounts. The amount of each significant category of revenue recognised during the year is as follow:

	2020		2019
	RMB'000	RMB'000
	(Unaudited)	(Audited)
Disaggregation of revenue from contract with customers
At a point in time
Fresh produce and processed products	412,849		430,803
Branded food products and others	36,593		40,370
	449,442		471,173

Transaction price allocated to the remaining performance obligation for contracts with customers

All revenue are for the periods of one year or less. As permitted under HKFRS 15, the transaction price allocated to these unsatisfied contracts is not disclosed.

17

5. OTHER REVENUE AND OTHER GAINS AND LOSSES

1. Other revenue

		2020		2019
		RMB'000	RMB'000
		(Unaudited)	(Audited)
	Interest income on financial assets
	at fair value through profit or loss
	- interest income from banks	980		2,051
	Sundry income	260		168
		1,240		2,219
(b)	Other gains
		2020		2019
		RMB'000	RMB'000
		(Unaudited)	(Audited)
	Exchange gain, net	-	15
	Fair value change in derivative financial liability	-	248
	Gain on disposal of a subsidiary	2,036		-
	Reversal of impairment losses under expected credit loss
	model, net	95		1,002
		2,131		1,265

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6. LOSS BEFORE TAXATION

Loss before taxation is arrived at after charging the following:

2020 2019

RMB'000 RMB'000

(Unaudited) (Audited)

1. Finance costs
   Interest on borrowings wholly repayable within five years

- interest on convertible notes	28,897	22,989
- interest on bank borrowings	15,372	23,077
Interest on lease liabilities	45,238		-
	89,507	46,066

1. Staff costs
   Employee benefits expenses (including Directors emoluments):

	Salaries, wages and other benefits	26,728	29,940
	Contributions to defined contribution retirement plans	1,304	1,313
		28,032	31,253
(c)	Other items
	Amortisation of interests in leasehold land held
	for own use under operating leases	-	3,038
	Amortisation of long-term prepaid rentals	-	36,704
	Depreciation of property, plant and equipment	89,912	102,680
	Depreciation of right-of-use assets	49,644		-
	Operating lease charges: minimum lease payment
	- property rentals	-	821
	Expenses relating to short-term leases	539		-
	Auditors' remuneration
	- audit services	1,431	1,374
	- non-audit services	9	9
	Cost of inventories sold	407,163	461,608
	Loss on disposal of property, plant and equipment	1,588	700

19

7.	INCOME TAX
		2020		2019
		RMB'000	RMB'000
		(Unaudited)	(Audited)
	Current tax - Enterprise income tax in the PRC
	- Provision for the year	-	-
	Deferred tax
	Origination and reversal of temporary differences	-	-
	Total income tax expenses recognised in profit or loss	-	-

Notes:

1. PRC Enterprise Income Tax
   The provision for PRC Enterprise Income Tax for the Company's subsidiaries in the PRC is based on PRC Enterprise Income Tax rates of 25% of the taxable income as determined in accordance with the relevant income tax rules and regulations of the PRC for both years.
   According to the PRC tax law and its interpretation rules, enterprises that engage in qualifying agricultural business are eligible for certain tax benefits, including full PRC Enterprise Income Tax exemption derived from such business. The Group's principal subsidiaries which are engaged in qualifying agricultural business are entitled to exemption of PRC Enterprise Income Tax.
2. Hong Kong Profits Tax
   No provision for Hong Kong Profits Tax for the years ended 30 April 2020 and 2019 has been made as the Group has no estimated assessable profits arising in Hong Kong for both years.
3. Other Income Tax
   Pursuant to the rules and regulations of Bermuda and the British Virgin Islands (the "BVI"), the Group is not subject to any income tax in Bermuda or the BVI.

8. DIVIDENDS

The Directors do not recommend the payment of any dividend in respect of the year ended 30 April 2020 (2019: nil).

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9. LOSS PER SHARE

1. Basic loss per share
   The calculation of basic loss per share is based on the following data:
2. 1. Loss attributable to owners of the Company

		2020		2019
		RMB'000	RMB'000
		(Unaudited)	(Audited)
Loss attributable to owners of the Company
used to determine basic and diluted loss
per share	(856,214)		(645,071)
(ii) Number of shares
		2020				2019
		(Unaudited)	(Audited)
Weighted average number of ordinary shares for
calculation of basic and diluted loss
per share	365,158,370				353,738,669

1. Diluted loss per share
   Diluted loss per share for the years ended 30 April 2020 and 2019 was the same as the basic loss per share.
   For the years ended 30 April 2020 and 2019, the computation of diluted loss per share did not assume the conversion of the Company's outstanding convertible notes since the effect of such conversion was anti-dilutive.
   For the years ended 30 April 2020 and 2019, the computation of diluted loss per share did not assume exercise of outstanding share options since the effect of such exercise was anti-dilutive.

21

10. TRADE RECEIVABLES

Trade receivables with the following ageing analysis as of the end of the reporting period, net of allowance:

	2020		2019
	RMB'000	RMB'000
	(Unaudited)	(Audited)
Within 1 month	78		5,009
Over 1 month but within 3 months	33		2,358
Over 3 months but within 6 months	1,203		222
	1,314		7,589

Trade receivables are normally due within 30 days from the date of billing. The ageing analysis of trade receivables presented based on the invoices date at the report date.

11. TRADE PAYABLES

The credit periods granted by suppliers generally 30 days. As at 30 April 2020 and 2019, the ageing analysis of trade payables based on invoice date is as follow:

	2020		2019
	RMB'000	RMB'000
	(Unaudited)	(Audited)
Within 1 month	11		3,909
Over 1 month but within 3 months	268		3,539
Over 3 months but within 6 months	77		5
Over 6 months but within 1 year	1,250		235
	1,606		7,688

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MANAGEMENT DISCUSSION AND ANALYSIS

RESULTS OVERVIEW

For the year ended 30 April 2020, the Group was continuously operating two business segments, namely (i) fresh produce and processed products and (ii) branded food products and others. The breakdown of their revenue was as follows:

	2020	2019
	RMB'000		RMB'000
	(Unaudited)		(Audited)
- Fresh produce and processed products	412,849	430,803
- Branded food products and others	36,593	40,370
Total	449,442	471,173

Fresh produce and processed products

Fresh produce and processed products primarily consisted of fresh vegetables such as sweet corns, lotus roots, radish, cucumbers, watermelons as well as multi-grains such as red beans, green beans and peanuts. During FY2019/20, revenue from this segment amounted to approximately RMB412,849,000 (FY2018/19: approximately RMB430,803,000), which slightly decreased by approximately 4% compared with that of the last year. Due to the slight decline in the production volume of certain fresh produce resulted from crop rotation practice according to soil properties and the structural adjustment in market demand for agricultural products, there is a slight decrease in overall revenue.

Multi-Grain Farmland - Baicheng City

As a major cultivation and production base of the Group, the cultivation area of farmland in Baicheng City increased from 182,750 mu as at 30 April 2019 to 184,300 mu as at 30 April 2020. At the same time, with the enhancement in scale of cultivation and full leveraging of the favorable resource conditions contributed by local climate, soil and latitude, there is an increase in the level of comprehensive integration. The Group will pay more attention to soil quality and scientific cultivation to reduce the impact of extreme weather and maintain the production capacity. The Group will also closely monitor market demand and adjust cultivation structure and pattern of agricultural products timely and flexibly.

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Branded food products and others

Branded food products and others mainly include rice sold under the Group's own brand, as well as the Group's "Garden Life" (田園生活) brand and "China Green Imperial Delicacy" (中綠御膳良品) brand. During FY2019/20, revenue from this segment was approximately RMB36,593,000 (FY2018/19: approximately RMB40,370,000), which decreased by approximately 9.3% compared with that of the last year, which was due to adjustment in product mix and the impact of COVID-19 pandemic. Among all categories of branded food products, rice flour product, round and fragrant grain rice and black soil pearl rice under "China Green Imperial Delicacy" brand are top 3 best sellers, which sales figure was approximately RMB7,067,000, RMB5,260,000 and RMB3,012,000 respectively, accounting for approximately 41.92% of the total revenue from branded food products and others business in aggregate.

Gross profit and gross profit margin

During FY2019/20, the Group recorded a gross profit and gross profit margin of approximately RMB42,279,000 and 9.4% (FY2018/19: gross profit and gross profit margin of approximately RMB9,565,000 and 2.0%). The increase in both gross profit and gross profit margin was mainly attributable to (i) the significant increase in pork prices in the second half of 2019 led to a further rise in inflation rate and a corresponding rise in the consumer price index, and thus an increase in the selling prices of the Group's products accordingly; and (ii) during FY2019/20, the quality of the Group's fresh produce was improved and the product mix of agricultural products was adjusted, which resulted in an increase in the value of certain fresh produce as compared to that of FY2018/19. As a result, gross profit and gross profit margin increased.

Other revenue

Other revenue decreased from approximately RMB2,219,000 in FY2018/19 to approximately RMB1,240,000 in FY2019/20, mainly attributable to the decrease in bank interest income which amounted to approximately RMB980,000.

Other gains

During FY2019/20, the Group recorded other gains of approximately RMB2,131,000 (FY2018/19: other gains of approximately RMB1,265,000). The increase in other gains

is mainly due to the gain of approximately RMB2,036,000 on disposal of the entire equity interest in 奉新中綠碧雲有機大米科技有限公司 (Fengxin Zhonglu Biyun

Organic Rice Science Technology Limited*). For details of the above disposal, please refer to the paragraph headed "Significant Investments held and Material Acquisitions and Disposals" below.

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Gain arising from changes in fair value less costs to sell of biological assets

There was a gain arising from changes in fair value less costs to sell of biological assets of approximately RMB8,225,000 as compared with a gain of approximately RMB6,698,000 in FY2018/19. Such gain is mainly due to the increase of market price of some biological assets such as watermelons and lotus roots as at 30 April 2020.

Impairment loss on property, plant and equipment

During FY2019/20, the Group recognised impairment loss on property, plant and equipment of approximately RMB166,851,000, representing a decrease of approximately 20.4% as compared to approximately RMB209,606,000 for FY2018/19.

The decrease in impairment loss on property, plant and equipment was mainly due to (i) certain equipment had been fully depreciated or determined as obsolete during FY2019/20; and (ii) maintenance of the related property, plant and equipment during FY2019/20 to extend their useful life and performance.

Impairment loss on right-of-use assets

During FY2019/20, the Group recognised impairment loss on right-of-use assets of approximately RMB379,197,000 (FY2018/19: nil).

Such recognize of impairment loss was mainly due to the significant increase in the price of pork in recent years and since June and July 2019, the price hike has especially been aggravated by the impact of the swine fever epidemic in the previous period, which was followed by a general increase in the prices of various agricultural and non-staple products, further aggravation of inflation, continuous increase in price level and increase in various costs, such as cost of labour and materials. As a result, it is expected that the future net cash flows will decrease and an impairment loss was recognised in FY2019/20.

The above-mentioned losses are non-cash in nature and have no significant impact on the Group's cash flows for FY2019/20 accordingly.

Operating expenses

Total operating expenses amounted to approximately RMB274,401,000 (FY2018/19: approximately RMB242,681,000). Selling and distribution expenses were approximately RMB42,035,000 (FY2018/19: approximately RMB41,820,000), representing an increase of approximately 0.5%. This is because advertising and promotion cost on branded food products and others business was increased during FY2019/20. General and administrative expenses were approximately RMB232,366,000 (FY2018/19: approximately RMB200,861,000), representing an increase of approximately 15.7%, mainly due to the increase in research and development costs for new products and increase in insurance premium for the purpose of reducing finance costs.

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Loss attributable to owners of the Company

During FY2019/20, loss attributable to owners of the Company was approximately RMB856,214,000 (FY2018/19: approximately RMB645,071,000). The increase in loss was mainly due to the recognition of impairment loss on right-of-use assets.

OUTLOOK AND PROSPECTS

In 2020, China's consumer market is expected to become even more challenging with the global outbreak of COVID-19 pandemic and heightened trade tensions, which will pose greater challenges to macroeconomic growth. Considering the new consumption habits and trends to be emerged in the post-pandemic world, the Group will act proactively, adjust its channel strategy in a timely manner and develop marketing channels and initiatives that are in line with the new consumption habits. The Group will also further enhance its marketing and promotion efficiency and strengthen its control over the terminal sector. Leveraging on its advantages in the area of industry chain and its brand building experience, the Group will strive for the combination of new retail, community retail models and platforms to accelerate the development of its online business, enhance the resources for each platform and expand its business volume.

The development of agriculture remains the top priority of the Chinese central government in the coming years, and a crucial layout for expanding agricultural product networks, promoting agricultural product trading and improving agricultural product storage facilities has been set out in the No 1 central document in 2020.

The Group will continue to strive to improve its corporate governance, optimize its product mix, product processes and enhance product quality to launch products that can embody its core competitive advantages. The Group will further consolidate and strengthen the competitiveness of its multi-grain products and high value-added products to meet the rising market demand for multi-grain products and continue to bring consumers healthy and safe food products. The Group is confident that this approach will be beneficial to the Company and its shareholders in the long run.

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UNCERTAINTIES RELATING TO GOING CONCERN

For the year ended 30 April 2020, the Group incurred a loss of approximately RMB856,214,000 (2019: approximately RMB645,071,000) and a net cash outflow from operating activities of approximately RMB172,264,000 (2019: approximately RMB54,119,000). As at 30 April 2020, the Group had net current liabilities of approximately RMB230,199,000 (2019: approximately RMB18,705,000). In addition, the Group's convertible notes with principal amount of approximately RMB173,167,000 (equivalents to HK$190,000,000) was matured on 22 August 2019 and together of the accrued interest RMB16,849,000 (equivalents to HK$18,487,000) was not paid as at 30 April 2020. As at 30 April 2020, the Group's bank borrowings of RMB165,000,000 will be due in October 2020.

These conditions indicate the existence of a material uncertainty that might cast significant doubt about the Group's ability to continue as going concern and therefore the Group may be unable to realise the Group's liabilities in the normal course of business.

In view of such circumstances, the management of the Company have given careful consideration to future liquidity and performance of the Group and its available sources of financing in assessing whether the Group will be able to repay the outstanding convertible notes and bank borrowings and be able to finance its future working capital and finance requirements. The Group will implement various initiatives to increase revenue and control costs, leverage the loans for resumption of work offered under the policies for mitigating the impact of COVID-19 pandemic, strive for tax and expenses reduction, reduce finance costs, broaden the channel and scale of financing. Certain measures have been and will be taken to manage its liquidity need and to improve its financial position which include, but are not limited to, the following:

1. Mr. Sun Shao Feng, the chairman, the chief executive officer and executive Director of the Company, is willing to continue to provide financial support to the Group to enable the Group to continue as a going concern;
2. As at the date of approval of these financial statements, the Group is actively exploring, formulating and negotiating feasible debt restructuring plans with convertible notes holder's representatives;
3. The Group will contact its current bank partners for bank borrowings renewal;
4. The Group will seek to obtain any possible financing; and
5. The Group will implement operation plans to control costs and generate adequate cash flows from the Group's operations.

Having considered the above, the Directors are of the opinion that it is appropriate to prepare the consolidated financial statements of the Group for FY2019/20 on a going concern basis.

The audit committee of the Company (the "Audit Committee") has reviewed and agreed with the management's position and is of the view that the Board should continue its efforts in implementing necessary measures for enhancing the Group's liquidity position.

Should the Group be unable to continue to operate as a going concern, adjustments would have to be made to write down the value of assets to their recoverable amounts, to provide for further liabilities which might arise and to reclassify non-current assets and non-current liabilities as current assets and current liabilities respectively. The effect of these adjustments has not been reflected in the financial statements.

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LITIGATION

HCA 2922/2017

On 19 December 2017, the Company received a writ of summons with a statement of claim issued in the Court of First Instance of the High Court of Hong Kong (the "Court") by Convoy Global Holdings Limited ("Convoy Holdings"), Convoy Collateral Limited ("Convoy Collateral") and CSL Securities Limited ("Convoy Securities", together with Convoy Holdings and Convoy Collateral, collectively as the "Plaintiffs") against, among other defendants, the Company.

On 6 March 2018, the Plaintiffs obtained leave from the Court to amend their statement of claim, which amended version was received by the Company on 31 May 2018.

In respect of the abovementioned action, the Company has been defending the claims vigorously and filed the defence on 20 December 2018.

On 12 July 2019, the Plaintiffs obtained leave from the Court to file its Re-Amended Statement of Claim. The Company's Amended Defence was filed on 30 August 2019.

For the details of the abovementioned action, please refer to the Company's announcements dated 19 December 2017 and 20 December 2017 respectively and the interim report of the Company for the six months ended 31 October 2019 (the "FY2019/20 Interim Report").

HCMP 2773/2017

On 2 January 2018, the Company received a petition issued in the Court by Ms. Zhu Xiao Yan (the "Petitioner") against, among other respondents, the Company. This petition proceedings have been stayed pending determination of HCA 2922/2017 upon the Petitioner's undertaking to forthwith apply to withdraw the petition and will not otherwise pursue the same allegations set out in the petition if the Plaintiffs in HCA 2922/2017 were unsuccessful after trial and any appeals.

HCMP 41/2018 is an action commenced by Mr. Kwok Hiu Kwan ("Mr. Kwok") (26th Defendant and 26th Respondent in HCA 2922/2017 and HCMP 2773/2017 respectively) by way of Originating Summons against Convoy Holdings and four executive directors of Convoy Holdings presented at the extraordinary general meeting held on 29 December 2017 (the "EGM") for declarations and injunctions, in essence to restrain them from disregarding his voting rights and to rectify the results of the EGM. If Mr. Kwok is successful in HCMP 41/2018, it is expected that he will replace the board of directors of Convoy Holdings which means that HCA 2922/2017 and accordingly HCMP 2773/2017 will be brought to an end.

For the details of the abovementioned petition, please refer to the Company's announcement dated 3 January 2018 and the FY2019/20 Interim Report.

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HCA 399/2018

On 14 February 2018, the Company received a writ of summons issued in the Court by Convoy Collateral as the sole plaintiff against, among other defendants, the Company.

In respect of the abovementioned action, the Company has been defending the claims vigorously and filed the defence on 13 September 2018. Convoy Collateral filed its reply on 7 May 2019. There has not been further significant steps taken since.

For details about the abovementioned action, please refer to the Company's announcement dated 14 February 2018 and the FY2019/20 Interim Report.

EVENT AFTER THE REPORTING PERIOD

The outbreak of COVID-19 in January 2020 has become a pandemic and various anti-pandemic measures for the prevention and control of COVID-19 have been implemented nationally and worldwide. This has resulted in restrictions and lock-down regarding travel and business activities implemented by governments on a preventative basis and has a certain impact on business operations with customers' demand for the Group's products declines, which will directly affect the Group's performance. The domestic consumer market is expected to face a severe downward trend, and the economy will face hits and challenges in the short term. However, it is believed that the long-term positive development trend of China's overall economy will continue. Under the new situation, it is expected that the government will take further steps to stabilize growth, promote development, and turn crisis into opportunities. As of the date of this announcement, it is not yet feasible to estimate the financial impact. The Group will continue to monitor the development of COVID-19, assess its impact on the state of affairs and operating results of the Group, and respond proactively.

GROUP'S LIQUIDITY AND FINANCIAL RESOURCES

As at 30 April 2020, the Group's total cash and cash equivalents amounted to approximately RMB44,690,000 (30 April 2019: approximately RMB339,022,000) whilst the total assets and net assets were approximately RMB1,398,878,000 (30 April 2019: approximately RMB1,803,837,000) and RMB354,750,000 (30 April 2019: approximately RMB1,224,918,000) respectively. The Group had current assets of approximately RMB278,543,000 (30 April 2019: approximately RMB490,633,000) and current liabilities of approximately RMB508,742,000 (30 April 2019: approximately RMB509,338,000). The current ratio was 0.55 times (30 April 2019: 0.96 times). The Group's bank borrowings amounted to approximately RMB165,000,000 (30 April 2019: approximately RMB260,000,000), of which secured bank borrowings were approximately RMB165,000,000 (30 April 2019: approximately RMB260,000,000). The restated convertible notes amounted to HK$190,000,000 (equivalent to approximately RMB173,167,000) (30 April 2019: approximately RMB155,029,000). The gearing ratio of the Group, defined as the total borrowings and convertible notes to the shareholders' equity, amounted to 95.3% as at 30 April 2020 as compared with 33.9% as at 30 April 2019.

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CAPITAL STRUCTURE AND FUND-RAISING ACTIVITIES

As at 30 April 2020, the authorised share capital of the Company was HK$1,000,000,000 divided into 5,000,000,000 shares of the Company with par value of HK$0.20 each and the issued share capital was HK$73,031,674 divided into 365,158,370 shares.

Convertible Notes in the aggregate principal amount of HK$190,000,000

On 22 August 2016, the Company issued a direct, unconditional, unsubordinated and unsecured HK$190,000,000 12% convertible notes due 2017 (the "Convertible Notes") to Convoy Collateral Limited (the "Noteholder"), which enabling the Noteholder to convert the principal amount of the Convertible Notes and the interest accrued thereon into shares of the Company at the conversion price of HK$0.15 per share (subject to adjustments).

On 17 February 2017, the Company issued the restated HK$190,000,000 non-interest bearing convertible notes due 2019 (the "Restated Convertible Notes") to the Noteholder pursuant to the modification deed in respect of deed poll constituting the Convertible Notes entered into between the Company and the Noteholder on 15 December 2016, which enabling the Noteholder to convert the principal amount of the Restated Convertible Notes into shares of the Company at the conversion price of HK$0.10 per share (adjusted to HK$2.00 per share for the effect of the share consolidation took effect on 30 November 2018).

Pursuant to the terms and conditions of the Restated Convertible Notes, the Restated Convertible Notes are subject to redemption by the Company on 22 August 2019, being the date falling on the third anniversary of the date of the issue of the Convertible Notes. As at the date of approval of the unaudited consolidated financial statements for the year ended 30 April 2020, the Company is in discussion with the Noteholder through intermediaries to work out a repayment plan. As such, pursuant to the respective terms and conditions of the Restated Convertible Notes, the foregoing constitutes an event of default under the Restated Convertible Notes and default interest will accrue on the outstanding amount to the Noteholder.

For details, please refer to the Company's announcements dated 20 May 2016, 22 August 2016, 15 December 2016, 20 January 2017, 25 January 2017, 17 February 2017 and 22 August 2019 and the Company's circulars dated 8 July 2016 and 4 January 2017.

CAPITAL COMMITMENTS AND CONTINGENT LIABILITIES

As at 30 April 2020, the Group did not have contractual capital commitments (30 April 2019: approximately RMB192,000).

As at 30 April 2020, the Group had not provided any form of guarantee for any companies outside the Group and no provision for contingent liabilities (30 April 2019: Nil) had been made by the Group due to the involvement in litigation.

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PLEDGE ON GROUP'S ASSETS

As at 30 April 2020, certain property, plant and equipment and interests in leasehold land held for own use under operating leases with book value amounting to approximately RMB80,353,000 (30 April 2019: approximately RMB85,561,000) had been pledged to secure the Group's bank loans for the purpose of working capital, and bank deposits amounting to approximately RMB6,750,000 (30 April 2019: approximately RMB1,982,000) had been pledged to secure the Group's bank loans and bank facilities.

Following the redemption of the United States dollars ("US$") settled 7.00% secured convertible bonds due 2016 and the US$ settled 10.00% secured convertible bonds due 2016 in full at their outstanding principal amount plus accrued and default interest payable and accrued to the redemption date on 18 August 2016, the Company has instructed the trustee to proceed with the relevant procedures for the release of the related shares charge, which have not yet been completed as at 30 April 2020 and as at the date of approval of the unaudited consolidated financial statements for the year ended 30 April 2020.

FINANCIAL RISK MANAGEMENT

The Group did not have any outstanding foreign exchange contracts, interest or currency swaps or other financial derivatives as at 30 April 2020. The revenue, operating costs and bank deposits of the Group are mainly denominated in RMB and HK$. As such, the Group is not exposed to any material foreign currency exchange risk.

RMB is not freely convertible into foreign currencies. All foreign exchange transactions involving RMB must take place through the People's Republic of China or other financial institutions authorized to buy and sell foreign currencies.

In respect of pledged bank deposits, cash and cash equivalents, trade and other receivables, trade and other payables and bank borrowings held in a currency other than the functional currency of the operations to which they relate, the Group ensures that the net exposure is kept to an acceptable level, by buying or selling foreign currencies at spot rates where necessary to address short-term imbalances.

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SIGNIFICANT INVESTMENTS HELD AND MATERIAL ACQUISITIONS AND DISPOSALS

Memorandum of Understanding in respect of a Possible Acquisition and Issue of Shares Under General Mandate

On 17 May 2019, the Company, as purchaser, entered into a non-legally binding memorandum of understanding (the "MOU") with Mr. Chen Jun Wei (陳君偉), as

vendor in relation to the possible acquisition of certain equity interest in 安徽省福老酒 業發展有限公司 (Anhui Fu Lao Wine Development Company Limited*), subject to the

entering into the formal equity transfer agreement in connection therewith. As no formal equity transfer agreement was entered into between the parties to the MOU by the long stop date, the MOU has lapsed and ceased to have any effect.

Details of the MOU were set out in the announcements of the Company dated 17 May 2019, 16 August 2019 and 18 November 2019.

Disposal of the Entire Equity Interest in 奉新中綠碧雲有機大米科技有限公司 (Fengxin Zhonglu Biyun Organic Rice Science Technology Limited*)

On 22 November 2019, 中綠 (江西)食品科技有限公司 (China Green (Jiangxi) Food Science Technique Limited*), an indirect wholly-owned subsidiary of the Company (the

"Vendor"), as vendor, Mr. Wu Jiqiang (吳吉强) and Mr. Chen Changcai (陳昌財)(the "Purchasers"), as purchasers, and 奉新中綠碧雲有機大米科技有限公司 (Fengxin

Zhonglu Biyun Organic Rice Science Technology Limited*) (the "Target Company") entered into an equity transfer agreement, pursuant to which the Vendor has agreed to sell, and the Purchasers have agreed to acquire 100% of the equity interest in the Target Company at the consideration of RMB3.8 million (equivalent to approximately HK$4.2 million)(the "Disposal"). The Disposal has been completed on 25 November 2019.

For the details of the Disposal, please refer to the announcement of the Company dated 22 November 2019.

STAFF, TRAINING AND REMUNERATION POLICIES

As at 30 April 2020, the Group had a total of 313 employees, of which 141 were workers at the Group's cultivation bases. The aggregate employee compensation and Directors' remuneration for the year ended 30 April 2020 was approximately RMB28,032,000 (for the year ended 30 April 2019: approximately RMB31,253,000).

Employees are paid competitively, taking into account individual performance, experience, and their respective roles and positions. Other benefits offered by the Group included statutory provident funds, year-end bonuses, and share options to be granted to selected employees on the basis of their individual performance. In addition, the Group provides different training courses to its employees. Such trainings are either provided internally or by external parties which include personal quality and business skills training, sales training, and extra-curriculum training sessions.

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FINAL DIVIDEND

The Board does not recommend the payment of a final dividend for the year ended 30 April 2020 (2019: Nil).

PURCHASE, SALE OR REDEMPTION OF LISTED SECURITIES

Neither the Company nor any of its subsidiaries purchased, sold or redeemed any of the Company's listed securities during the year ended 30 April 2020.

MODEL CODE FOR SECURITIES TRANSACTIONS BY DIRECTORS

The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers (the "Model Code") as set out in Appendix 10 to the Rules Governing the Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong Kong Limited (the "Stock Exchnage") as the code of conduct regarding Directors' securities transactions. Having made specific enquiry of all Directors, the Directors confirmed that they have complied with the required standards as set out in the Model Code during the year ended 30 April 2020.

CORPORATE GOVERNANCE PRACTICES

The corporate governance principles of the Company emphasize a quality board, sound internal controls, transparency and accountability to all shareholders.

The Company has adopted the code provisions set out in the Corporate Governance Code (the "CG Code") contained in Appendix 14 to the Listing Rules as its own code of corporate governance. During the year ended 30 April 2020, the Company was in compliance with all relevant code provisions set out in the CG Code except for the deviations as explained below.

Code provision A.2.1 of the CG Code provides that the responsibilities between the chairman and chief executive officer should be divided. Mr. Sun Shao Feng, the chairman of the Company (the "Chairman"), currently performs the chief executive officer (the "CEO") role. The Board believes that vesting the roles of both Chairman and CEO in the same person has the benefit of ensuring consistent leadership within the Group and enables more effective and efficient overall strategic planning for the Group. The Board further believes that the balance of power and authority for the present arrangement will not be impaired and is adequately ensured by the current Board which comprises experienced and high caliber individuals with sufficient number thereof being independent non-executive Directors.

Code provision C.1.2 of the CG Code provides that management should provide all members of the board with monthly updates giving a balanced and understandable assessment of the issuer's performance, position and prospects in sufficient details to enable the board as a whole and each director to discharge their duties under Rule 3.08 and Chapter 13 of the Listing Rules. Although the management of the Company did not provide a regular monthly update to the members of the Board, the management keeps providing information and updates to the members of the Board as and when appropriate.

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REVIEW OF ANNUAL RESULTS BY AUDIT COMMITTEE

The Company established the Audit Committee on 12 December 2003 with written terms of reference in compliance with the CG Code, which currently comprises three independent non-executive Directors, namely, Mr. Hu Ji Rong (as committee chairman), Mr. Wei Xiongwen and Mr. Guo Zebin.

The principal duties of the Audit Committee include the review of the Company's financial reporting system, risk management and internal control systems and financial information of the Group.

The unaudited annual results contained herein have been reviewed by the Audit Committee.

REVIEW OF UNAUDITED ANNUAL RESULTS

The auditing process for the annual results for the year ended 30 April 2020 has not been completed due to the outbreak of COVID-19 and the anti-pandemic measures for the prevention and control of COVID-19 implemented in China and Hong Kong, which have caused difficulties on the auditing and reporting process which resulted in the auditors being unable to obtain all necessary documents and/or information (including the audit confirmations and the bank confirmations) to enable them to finish the audit procedures and issue the audited annual results for the year ended 30 April 2020 on or before 31 July 2020. The unaudited results contained herein have not been agreed by the Company's auditors. An announcement relating to the audited results for the year ended 30 April 2020 will be made when the auditing process has been completed in accordance with Hong Kong Standards on Auditing issued by Hong Kong Institute of Certified Public Accountants. It is expected that the audit and the audited annual results announcement for the year ended 30 April 2020 will be completed and published by 31 August 2020; and the annual report for the year ended 30 April 2020 is expected to be finalised and dispatched by 15 September 2020. The above audit schedule has been discussed and agreed with the Company's auditors.

PUBLICATION OF RESULTS ANNOUNCEMENT AND ANNUAL REPORT ON THE WEBSITES OF THE STOCK EXCHANGE AND THE COMPANY

This unaudited annual results announcement is published on the website of the Stock Exchange at www.hkex.com.hk and the Company's website at www.chinagreen.com.hk. Following the completion of the audit by the Company's auditor, the Company will issue further announcement in relation to the audited results for the year ended 30 April 2020 as agreed by the Company's auditor and the material differences (if any) as compared with the unaudited annual results contained herein. In addition, the Company will issue further announcement as and when necessary if there are other material development in the completion of the auditing process once it can be ascertained.

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Barring unforeseen circumstances, the Company currently expects that the audit should be completed by 31 August 2020. The audited annual results announcement for the year ended 30 April 2020 is expected to be published by 31 August 2020, and the annual report of the Company for the year ended 30 April 2020 is expected to be dispatched by 15 September 2020.

APPRECIATION

The Board would like to thank the shareholders, business partners and customers of the Company for their continued support and trust, and would like to take this golden opportunity to express our heartfelt gratitude towards the management team and staff for the loyalty, efforts and contributions over the past year.

By order of the Board

China Green (Holdings) Limited

Sun Shao Feng

Chairman

Hong Kong, 31 July 2020

As at the date of this announcement, the Board comprises two executive Directors, namely Mr. Sun Shao Feng (Chairman and Chief Executive Officer) and Mr. Wang Jinhuo; and three independent non-executive Directors, namely Mr. Wei Xiongwen, Mr. Hu Ji Rong and Mr. Guo Zebin.

• For identification purpose only

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