海兰信（300065）近日披露，拟以发行股份及支付现金方式收购海南海兰寰宇海洋信息科技有限公司 （以下简称"海兰寰宇"）100%股权，交易总对价10.51亿元。同时配套募集不超过7亿元资金，打造海洋 监测领域龙头企业。 业内人士认为，这宗海南省国资深度参与的交易，不仅将推动海兰信向海洋数据服务商转型，也有望加 速我国近海监测核心技术与产业的整合升级。 海洋经济正成为国家战略新高地。2024年，我国海洋经济总量首次突破10万亿元，同比增长5.9%。 2025年政府工作报告首次将"深海科技"纳入新兴产业重点领域，标志着海洋产业正式进入国家顶层设计 框架。 收购方案细节落地 业务协同效应显现 根据海兰信披露的系列重组报告书，本次交易采用"发行股份+现金支付"的组合方式。其中股份支付 7.01亿元，现金支付3.5亿元。 海兰寰宇在技术创新方面成绩斐然，率先突破小目标雷达信号处理、大规模雷达组网融合、海上目标大 数据分析挖掘、行业AI大模型应用等核心技术，推出以雷达组网监测、大数据深度分析为核心的现代 化智慧海防解决方案，显著提升近海防控效率与水平。 重组前，海兰信主营业务聚焦于智能航海、海洋观探测及海底数据中心三大板 ...

Company Overview - Honghai High-Tech Resources Co., Ltd. primarily engages in the production and sale of coal in Northeast China [2] - The company was successfully listed on the Hong Kong Stock Exchange's Growth Enterprise Market in 2001 and transferred to the Main Board in June 2009 [2] Financial Performance - As of December 31, 2024, Honghai High-Tech Resources reported total revenue of 168 million yuan, a year-on-year decrease of 3.74% [1] - The net profit attributable to shareholders was -47.01 million yuan, representing a year-on-year decrease of 113.9% [1] - The gross profit margin stood at 37.29%, while the debt-to-asset ratio was 33.87% [1] Stock Performance - On August 4, the stock price closed at 0.57 HKD per share, marking an increase of 34.12% with a trading volume of 308,800 shares and a turnover of 148,300 HKD [1] - Over the past month, the stock has experienced a cumulative decline of 10.53%, but has risen 34.92% year-to-date, outperforming the Hang Seng Index by 22.17% [1] Industry Valuation - The average price-to-earnings (P/E) ratio for the coal industry (TTM) is 3.41 times, with a median of 2.79 times [1] - Honghai High-Tech Resources has a P/E ratio of -1.71 times, ranking 18th in the industry [1] - Other companies in the industry include Green Leader Holdings (0.03 times), South Gobi Resources (1.82 times), and Jiutai Bangda Energy (2.79 times) [1]

FF301 股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年7月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 弘海高新資源有限公司(於開曼群島註冊成立之有限公司) 呈交日期: 2025年8月1日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 00065 | 說明 | 弘海高新資源 | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 10,000,000,000 | HKD | | 0.1 HKD | | 1,000,000,000 | | 增加 / 減少 (-) | | | | | | HKD | | | | 本月底結存 | | | 10,000,000,000 | HKD | | 0.1 HKD | | 1,000,000 ...

Grand Ocean Advanced Resources Company Limited 弘 海 高 新 資 源 有 限 公 司 (Incorporated in the Cayman Islands with limited liability) （ 於 開 曼 群 島 註 冊 成 立 之 有 限 公 司 ） (Stock Code股 份 代 號 : 65) NOTIFICATION LETTER 通知信函 30 July 2025 If you have difficulty in receiving email notification or gaining access to the Website Version of the Corporate Communications (Note 2) and would like to receive the Current Corporate Communications and all future Corporate Communications in printed form, please complete, sign the enclose ...

Grand Ocean Advanced Resources Company Limited 弘 海 高 新 資 源 有 限 公 司 It is the responsibility of registered shareholders to provide a functional email address. If you have not provided your email address to the Company or need to update your email address, the Company recommends you to provide your email address by completing, signing the enclosed Reply Form and returning to the Branch Share Registrar at the above-mentioned address by post or by email to 65-ecom@vistra.com. If the Company does not have your f ...

Grand Ocean Advanced Resources Company Limited 弘海高新資源有限公司 （ 於 開 曼 群 島 註 冊 成 立 之 有 限 公 司 ） （股份代號：65） 註二 之登記持有人，茲委任大會主席或 註三 地址為 為本人╱吾等之代表、代表本人╱吾等出席本公司謹定於二零二五年八月二十二日（星期五）上午十一時正假座香港中環紅 棉路8號東昌大廈14樓3室舉行之股東週年大會（或其任何續會），藉以考慮並酌情通過召開大會通告所載之下列決議案，並 於該大會（或其任何續會）上代表本人╱吾等，並以本人╱吾等之名義按照下列指示（或如無該指示，則由本人╱吾等之委 任代表酌情投票），就該等決議案投票。 | | 普通決議案 | 贊成 註四 | 反對 註四 | | --- | --- | --- | --- | | 1. | 省覽、考慮及採納截至二零二四年十二月三十一日止年度之本公司及其附 | | | | | 屬公司經審核綜合財務報表及本公司董事與本公司核數師之報告書。 | | | | 2. | (a) 重選吳映吉先生為本公司執行董事。 | | | | | (b) 重選鄺沛賢女士為本公司非執行董事。 ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本通告的內容概不負責，對其 準確性或完整性亦不發表任何聲明，並明確表示，概不對因本通告全部或任何部份內容 而產生或因依賴該等內容而引致的任何損失承擔任何責任。 Grand Ocean Advanced Resources Company Limited 弘海高新資源有限公司 普通決議案 — 1 — 1. 省覽、考慮及採納截至二零二四年十二月三十一日止年度之本公司及其附屬公司經 審核綜合財務報表及本公司董事（「董事」）與本公司核數師之報告書； 2. (a) 重選吳映吉先生為執行董事； (b) 重選鄺沛賢女士為非執行董事； (c) 重選暢學軍先生（已服務本公司逾九年）為獨立非執行董事；及 (d) 授權董事會（「董事會」）釐定本公司董事薪酬； 3. 重新委聘蘇亞文舜會計師事務所有限公司為本公司核數師並授權董事會釐定其薪酬； 4. 考慮及酌情通過（無論有否修訂）下列決議案為普通決議案： 「動議： 不得超過於本決議案獲通過當日已發行股份（不包括庫存股份（如有））總數 20%，而根據本決議案(a)段授出之授權亦須以此為限；及 — 2 — (a) 在本決議案(c)段之規限下 ...

此乃要件 請即處理 閣下如對本通函任何方面或應採取之行動有任何疑問，應諮詢 閣下之持牌證券交易商、 銀行經理、律師、專業會計師或其他專業顧問。 閣下如已售出或轉讓名下所有弘海高新資源有限公司（「本公司」）之股份，應立即將本通 函連同隨附之代表委任表格交予買主或承讓人或送交經手買賣或轉讓之銀行、持牌證券 交易商或其他代理商，以便轉交買主或承讓人。 香港交易及結算所有限公司及香港聯合交易所有限公司對本通函之內容概不負責，對其 準確性或完整性亦不發表任何聲明，並明確表示概不對因本通函全部或任何部分內容而 產生或因倚賴該等內容而引致之任何損失承擔任何責任。 無論 閣下能否出席股東週年大會，務請按照隨附之代表委任表格上印備之指示填妥表格， 並盡快且無論如何不遲於股東週年大會或其任何續會指定舉行時間48小時前（即二零二五 年八月二十日（星期三）上午十一時正）送達本公司之香港股份過戶登記分處卓佳證券登 記有限公司（地址為香港夏慤道16號遠東金融中心17樓）。填妥及交回代表委任表格後， 閣 下仍可依願親身出席股東週年大會或其任何續會，並於會上投票，而在此情況下，代表 委任表格將被視作撤銷論。 二零二五年七月三十日 | 釋義 ...

[Company Information](index=3&type=section&id=Company%20Information) During the reporting period, there were multiple changes in the company's Board of Directors and various committee members, including the resignation and appointment of several executive, non-executive, and independent non-executive directors - During the reporting period, there were multiple changes in the company's Board of Directors and various committee members, including the resignation and appointment of several executive, non-executive, and independent non-executive directors[5](index=5&type=chunk) [Chairman's Statement](index=6&type=section&id=Chairman's%20Statement) The company's existing coal mining business's financial performance was significantly impacted by challenges including tightening regulations, resource depletion, and increased capital investment in China's coal industry - The company's existing coal mining business's financial performance was significantly impacted by challenges including tightening regulations, resource depletion, and increased capital investment in China's coal industry[10](index=10&type=chunk) - To achieve business diversification, the Group invested in a copper mine in Laos in 2024, officially entering the Southeast Asian mining sector. Despite challenges encountered in the new business, the Board still considers diversification crucial for long-term development[10](index=10&type=chunk) - Moving forward, the Group will continue to focus on enhancing operational and capital efficiency, and actively seek new business opportunities in the energy and mining sectors to enhance shareholder value[10](index=10&type=chunk) [Financial Highlights](index=7&type=section&id=Financial%20Highlights) [Annual Financial Summary](index=7&type=section&id=Annual%20Financial%20Summary) In FY2024, the company's revenue decreased by 3.7% year-on-year to HK$181 million, while gross profit increased by 3.5% to HK$67.47 million. However, the loss attributable to owners of the company significantly expanded by 113.9% to HK$50.77 million, primarily due to impairment of non-financial assets and increased administrative expenses. Both total assets and total liabilities decreased, and cash balance declined by 23.0% Summary of FY2024 Operating Results and Financial Position | Metric | 2024 (HK$ Thousand) | 2023 (HK$ Thousand) | Change Rate | | :--- | :--- | :--- | :--- | | **Operating Results** | | | | | Revenue | 180,934 | 187,960 | -3.7% | | Gross Profit | 67,469 | 65,211 | 3.5% | | Loss for the year attributable to owners of the Company | (50,768) | (23,734) | 113.9% | | Loss per share - Basic | (25.50) HK cents | (14.62) HK cents | 74.4% | | **Financial Position** | | | | | Total Assets | 284,673 | 307,225 | -7.3% | | Total Liabilities | 96,423 | 109,737 | -12.1% | | Bank and cash balances | 73,412 | 95,359 | -23.0% | | Equity attributable to owners of the Company | 144,163 | 138,598 | 4.0% | [Five-Year Financial Summary](index=8&type=section&id=Five-Year%20Financial%20Summary) Over the past five years, the company's revenue fluctuated between HK$130 million and HK$190 million, with 2024 revenue at HK$181 million. In terms of operating profit, the company achieved profitability in 2021 and 2022 but recorded operating losses in 2020, 2023, and 2024, with the 2024 operating loss expanding to HK$66.81 million. Net profit attributable to owners of the company also showed significant fluctuations, with a loss of HK$50.77 million recorded in 2024, marking the second-largest loss in the past five years. Net assets remained relatively stable within the HK$180 million to HK$200 million range over the five-year period Five-Year Performance Summary (As at December 31) | Metric (HK$ Thousand) | 2024 | 2023 | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 180,934 | 187,960 | 191,180 | 183,016 | 133,012 | | Operating (Loss) / Profit | (66,805) | (32,009) | 34,072 | 31,628 | (67,193) | | Loss / (Profit) for the year | (63,783) | (33,610) | 26,100 | 31,975 | (62,876) | | Attributable to owners of the Company | (50,768) | (23,734) | 10,237 | 14,372 | (42,505) | Five-Year Summary of Assets, Liabilities and Equity (As at December 31) | Metric (HK$ Thousand) | 2024 | 2023 | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | :--- | :--- | | Total Assets | 284,673 | 307,225 | 305,350 | 259,999 | 263,299 | | Total Liabilities | 96,423 | 109,737 | 111,940 | 81,224 | 78,623 | | Net Assets | 188,250 | 197,488 | 193,410 | 178,775 | 184,676 | | Equity attributable to owners of the Company | 144,163 | 138,598 | 123,125 | 119,128 | 105,497 | [Management Discussion and Analysis](index=10&type=section&id=Management%20Discussion%20and%20Analysis) [Business and Financial Review](index=10&type=section&id=Business%20and%20Financial%20Review) In FY2024, the Group's revenue decreased by 3.7% year-on-year to HK$181 million, and the loss attributable to owners of the company expanded from HK$23.73 million to HK$50.77 million. The primary reasons for the expanded loss include: an impairment loss of approximately HK$26 million recognized on non-financial assets of the coal mining business; an increase in operating costs of approximately HK$28 million due to compliance with green mining policies; and an increase in administrative expenses of approximately HK$11 million due to the acquisition of a copper mine in Laos and exploration of other investment opportunities - The primary reasons for the expanded loss in 2024 are threefold: (i) an impairment loss of approximately **HK$26 million** on non-financial assets of the coal mining business; (ii) an increase in operating costs of approximately **HK$28 million** due to compliance with China's green mining construction policies; and (iii) an increase in administrative expenses of approximately **HK$11 million** due to the acquisition of a copper mine in Laos and exploration of potential investment opportunities[17](index=17&type=chunk) [Coal Mining Business and Impairment Assessment](index=10&type=section&id=Coal%20Mining%20Business%20and%20Impairment%20Assessment) The Group's core coal business is located in Inner Mongolia, with an annual production capacity of 1.2 million tonnes, and actual production and sales in 2024 were approximately 0.9 million tonnes, consistent with the previous year. However, as the mine has been operating for about 15 years, shallow coal resources are largely depleted, and new government policies promoting intelligent and green mine construction are expected to lead to significant increases in ongoing capital expenditure and operating costs. Based on this, the company recognized an impairment loss of approximately HK$25.96 million on the non-financial assets of its coal mining business - The Inner Mongolia coal mine has been operating for approximately 15 years, with shallow coal resources largely depleted. Deep-level mining faces geological challenges, requiring replacement of old machinery and investment in more advanced equipment, which is expected to lead to significant increases in capital expenditure and operating costs[20](index=20&type=chunk) - Based on the impairment assessment, the company recognized an impairment loss of approximately **HK$25.96 million** on the non-financial assets of the coal mining business segment for the year ended December 31, 2024[20](index=20&type=chunk) Key Assumptions for Impairment Assessment of Coal Mining Cash-Generating Unit | Key Assumption | December 31, 2024 | | :--- | :--- | | Forecast Annual Coal Output | 900,000 tonnes | | Average Unit Selling Price per Tonne of Coal | 2025: RMB 191 | | Inflation Rate | 2.5% | | Pre-tax Discount Rate | 16.58% | [Capital Market Activities](index=14&type=section&id=Capital%20Market%20Activities) To raise funds for business operations and development, the company undertook two major capital market activities in 2024. First, a placement of new shares was completed in March, with approximately 323 million shares placed at HK$0.185 per share, raising net proceeds of approximately HK$59.1 million. Second, a share consolidation was completed in October, merging every ten shares with a par value of HK$0.01 into one consolidated share with a par value of HK$0.1 - On March 4, 2024, the company completed the placement of **322,692,000 new shares** at a placement price of **HK$0.185 per share**, raising net proceeds of approximately **HK$59.1 million**, primarily for business operations and development[28](index=28&type=chunk)[29](index=29&type=chunk) - On October 25, 2024, the company completed a "ten-into-one" share consolidation, changing its issued share capital from approximately **2.046 billion shares** (par value HK$0.01) to approximately **205 million shares** (par value HK$0.1)[30](index=30&type=chunk) [Investment in Copper Mine in Laos](index=15&type=section&id=Investment%20in%20Copper%20Mine%20in%20Laos) The Group advanced its investment in a copper mine in Laos in 2024, ultimately completing the acquisition of a 52% equity stake in the target company, Taishan Jiujiu, in August. This copper mine has a mining area of approximately 24 square kilometers and copper reserves exceeding 100,000 tonnes. However, since early 2025, the local management and business partners have been slow to respond and uncooperative with the company's requests, preventing the Group from exercising control over the company. Consequently, the Group recognized its investment in Taishan Jiujiu as an associate and accounted for it using the equity method. The company plans to continue communication while reserving the option to take legal action to protect its shareholder rights - On August 26, 2024, the Group completed the acquisition of a **52% equity stake** in Taishan Jiujiu Mining Co., Ltd. in Laos, which owns a copper mine with estimated copper reserves exceeding **100,000 tonnes**[34](index=34&type=chunk) - Since early 2025, due to the uncooperative local management and business partners of Taishan Jiujiu, the Group believes it currently cannot exercise control over Taishan Jiujiu but retains significant influence[36](index=36&type=chunk) - Based on the current inability to exercise control, the Group recognized its investment in Taishan Jiujiu as an associate and accounted for it using the equity method, in accordance with Hong Kong Accounting Standard 28[36](index=36&type=chunk) [Use of Proceeds from Past Fundraising Activities](index=18&type=section&id=Use%20of%20Proceeds%20from%20Past%20Fundraising%20Activities) As of December 31, 2024, the net proceeds from the convertible bonds issued in 2022 and the new share placement in 2024 have been fully utilized. Approximately HK$39.8 million from the convertible bonds was primarily used to strengthen mining operations and invest in the Laos copper mine. Approximately HK$59.1 million from the new share placement was mainly allocated to the Laos copper mine and other potential mining investments, enhancement of existing mining machinery, and general working capital Summary of Use of Proceeds from Fundraising (As at December 31, 2024) | Fundraising Activity | Net Proceeds (HK$ Thousand) | Amount Used (HK$ Thousand) | Primary Use | | :--- | :--- | :--- | :--- | | 2022 Convertible Bonds | 39,800 | 39,800 | Strengthening mining operations, Laos copper mine investment, working capital | | 2024 New Share Placement | 59,101 | 59,101 | Laos copper mine and potential investments, strengthening mining machinery, working capital | [Liquidity and Financial Resources](index=19&type=section&id=Liquidity%20and%20Financial%20Resources) As of the end of 2024, the Group's financial position showed total bank and cash balances of approximately HK$73.57 million, a year-on-year decrease. The Group had no borrowings, resulting in a zero gearing ratio. The current ratio was 1.52, slightly lower than last year's 1.56, but still at a healthy level. The Board will continue to closely monitor the financial position to support future operations and new business development Key Financial Indicators as at December 31, 2024 | Metric | 2024 | 2023 | | :--- | :--- | :--- | | Total bank and cash balances | Approx. HK$73,565,000 | HK$103,938,000 | | Borrowings | Nil | Nil | | Gearing ratio | Zero | Zero | | Current ratio | Approx. 1.52 | 1.56 | [Outlook](index=20&type=section&id=Outlook) Looking ahead, tightening policies in China's coal mining industry continue to exert working capital pressure on the Group's coal business. Therefore, the Group will continue to explore investment opportunities in the mining and mineral sectors globally to broaden its business scope. Despite challenges in the Laos copper mine investment, the Group believes diversification is crucial for long-term growth. Moving forward, the Group will implement cost control and strengthen capital management, aiming to improve its financial position and create shareholder value - Facing capital pressure from tightening policies in China's coal industry, the Group will continue to seek global investment opportunities in the mining and mineral sectors to achieve business diversification[49](index=49&type=chunk) - The Group will implement cost control measures and strengthen capital management to improve its financial position and is committed to enhancing shareholder value through business diversification[49](index=49&type=chunk) [Auditor's Qualified Opinion](index=21&type=section&id=Auditor's%20Qualified%20Opinion) The auditor issued a qualified opinion on the Group's 2024 consolidated financial statements, primarily concerning the investment in Taishan Jiujiu Company in Laos. Due to insufficient audit evidence to confirm the company's significant influence over Taishan Jiujiu, the auditor could not determine the appropriateness of classifying it as an associate and accounting for it using the equity method. Management and the Audit Committee, however, believe that despite the current inability to exercise control, the Group's 52% equity stake and related statutory rights are sufficient to constitute significant influence. The company has developed an action plan to address this issue and prevent similar situations in the future - The auditor issued a qualified opinion on the 2024 financial statements due to insufficient audit evidence to determine the appropriateness of classifying the **52% equity investment** in Taishan Jiujiu as an associate and accounting for it using the equity method[50](index=50&type=chunk)[51](index=51&type=chunk) - A divergence exists between management and the auditor regarding accounting treatment: the auditor believes that without the ability to convene a general meeting, it is uncertain whether the company can exercise significant influence; management, however, asserts that its **52% equity stake** and associated statutory rights inherently constitute significant influence[55](index=55&type=chunk)[56](index=56&type=chunk)[57](index=57&type=chunk) - The Audit Committee concurs with management's position, believing that classifying the investment as an associate is consistent with accounting standards after comprehensively considering substantive voting rights and statutory interests[58](index=58&type=chunk)[59](index=59&type=chunk) [Biographies of Directors and Senior Management](index=24&type=section&id=Biographies%20of%20Directors%20and%20Senior%20Management) Mr. Wu Yingji, the company's Executive Director, possesses over 20 years of experience in corporate finance and investment banking - Mr. Wu Yingji, the company's Executive Director, possesses over **20 years of experience** in corporate finance and investment banking. Ms. Kuang Peixian, a Non-Executive Director, has over **20 years of experience** in corporate mergers and acquisitions and asset management. Independent Non-Executive Directors and senior management possess extensive professional backgrounds in accounting, legal, and financial fields[61](index=61&type=chunk)[62](index=62&type=chunk)[63](index=63&type=chunk)[64](index=64&type=chunk)[65](index=65&type=chunk)[66](index=66&type=chunk) [Corporate Governance Report](index=26&type=section&id=Corporate%20Governance%20Report) [Corporate Governance Practices and the Board](index=26&type=section&id=Corporate%20Governance%20Practices%20and%20the%20Board) The company is committed to maintaining high standards of corporate governance. During the reporting period, the company complied with most provisions of the Corporate Governance Code, with a deviation concerning the vacant positions of Chairman and Chief Executive Officer. The Board is responsible for the Group's strategic direction and oversight, ensuring shareholder interests. The Board's composition is diverse, covering various professional backgrounds, genders, and age groups. High attendance at Board meetings during the year demonstrated active director participation - The company deviated from Corporate Governance Code Provision C.2.1, which stipulates that the roles of Chairman and Chief Executive Officer should be separate and not held by the same individual. Both positions are currently vacant, and the company is seeking suitable candidates[69](index=69&type=chunk) Board Diversity Composition (As at December 31, 2024) | Diversity Aspect | Composition | | :--- | :--- | | **Gender** | Male 80% (4 persons), Female 20% (1 person) | | **Age Group** | 41-45 years (40%), 46-50 years (20%), 51-55 years (20%), 56-60 years (20%) | | **Educational Background** | Business Administration (40%), Accounting/Finance (20%), Engineering (20%), Law (20%) | [Board Committees](index=32&type=section&id=Board%20Committees) The Board has established a Nomination Committee, Remuneration Committee, and Audit Committee to assist in fulfilling its responsibilities. The Nomination Committee reviews the Board's structure and nominates director candidates. The Remuneration Committee is responsible for formulating remuneration policies for directors and senior management. The Audit Committee, composed of three independent non-executive directors, oversees financial reporting, risk management, and internal control systems. Each committee held multiple meetings during the year, fulfilling their respective terms of reference - The Nomination Committee comprises two independent non-executive directors and one non-executive director, responsible for reviewing the Board's structure, size, composition, and diversity, and assessing the independence of independent non-executive directors[88](index=88&type=chunk) - The Remuneration Committee consists of two independent non-executive directors and one non-executive director, responsible for advising the Board on remuneration policies for directors and senior management[92](index=92&type=chunk) - The Audit Committee is composed of three independent non-executive directors, with the chairman possessing professional accounting qualifications, and its primary responsibilities include reviewing financial information, overseeing the financial reporting system, risk management, and internal control systems[96](index=96&type=chunk) [Risk Management and Internal Control](index=39&type=section&id=Risk%20Management%20and%20Internal%20Control) The Board bears overall responsibility for maintaining effective risk management and internal control systems. The company has not established an internal audit department, instead engaging external professional firms to perform this function. Given the auditor's qualified opinion on the Laos investment project, the Board has recognized deficiencies in subsidiary oversight and will implement multiple measures to strengthen management, including increasing Board representation, enhancing access to financial records, improving reporting procedures, and providing additional training - The company has not established an internal audit department, deeming it more cost-effective to engage external independent professional firms to perform internal audit functions given the current business scale[109](index=109&type=chunk) - In response to the auditor's qualified opinion, the Board will implement multiple measures to strengthen internal controls over subsidiaries and investee companies, including reviewing Board seats, enhancing access to financial records, improving reporting procedures, and providing training[111](index=111&type=chunk)[114](index=114&type=chunk) [Environmental, Social and Governance Report](index=43&type=section&id=Environmental%2C%20Social%20and%20Governance%20Report) [Environmental (ESG)](index=49&type=section&id=Environmental%20(ESG)) The Group is committed to reducing the environmental impact of coal mining. In terms of emissions management, measures such as water spraying and dust control facilities are implemented to control coal dust, and exhaust gas emissions are monitored. Total greenhouse gas emissions increased in 2024 due to higher electricity consumption. Regarding resource use, electricity is the primary energy consumption, and the Group has adopted various energy-saving measures. In water resource management, water is conserved through methods like recycling mine water. Furthermore, the Group has identified and formulated measures to address climate change-related physical and transition risks Greenhouse Gas Emissions Performance | Greenhouse Gas Emission Type | Unit | FY2024 | FY2023 | | :--- | :--- | :--- | :--- | | Scope 1 (Direct Emissions) | tonnes of CO2e | 779.7 | 835.6 | | Scope 2 (Indirect Emissions) | tonnes of CO2e | 9,968.5 | 8,265.7 | | **Total** | **tonnes of CO2e** | **10,748.2** | **9,101.3** | | Intensity | tonnes of CO2e / thousand tonnes of coal production | 11.92 | 10.07 | Energy Consumption Performance | Energy Type | Unit | FY2024 | FY2023 | | :--- | :--- | :--- | :--- | | Direct Energy Consumption | MWh | 3,033.3 | 3,259.1 | | Indirect Energy Consumption (Electricity) | MWh | 14,711.5 | 13,548.1 | | **Total** | **MWh** | **17,744.8** | **16,807.2** | | Intensity | MWh / thousand tonnes of coal production | 19.67 | 18.59 | - The Group has identified physical risks (e.g., extreme weather) and transition risks (e.g., tightening climate-related legislation) posed by climate change, and has formulated corresponding response measures, including establishing early warning systems and promoting green and low-carbon transformation[165](index=165&type=chunk)[166](index=166&type=chunk)[167](index=167&type=chunk) [Social (ESG)](index=59&type=section&id=Social%20(ESG)) In terms of social responsibility, the Group strictly adheres to labor regulations and provides equal employment opportunities. As of the end of 2024, the Group had 425 full-time employees, with employee turnover decreasing from 28.1% to 21.5%. The Group highly prioritizes occupational health and safety, aiming for zero work-related fatalities, a goal achieved over the past three years. Furthermore, the Group has established supply chain management procedures, promotes fair competition, and ensures product quality and safety in terms of product responsibility. The Group has also formulated anti-corruption policies and grievance procedures, providing relevant training to employees - As of the end of 2024, the Group had **425 full-time employees**, a decrease from **466** in 2023. The overall employee turnover rate decreased from **28.1%** in FY2023 to **21.5%** in FY2024[169](index=169&type=chunk)[174](index=174&type=chunk) - The Group achieved its goal of **zero work-related fatalities** over the past three years, including the reporting period. During the reporting period, the number of days lost due to **14 work-related accidents** was **1,320 days**, a decrease from **2,154 days** last year[177](index=177&type=chunk) - The Group prohibits the use of child or forced labor and ensures compliance through verification of identity documents and background checks[185](index=185&type=chunk) - The Group has formulated anti-corruption policies and grievance procedures, and provided anti-corruption training to all newly appointed directors and all employees[194](index=194&type=chunk)[195](index=195&type=chunk)[196](index=196&type=chunk) [Directors' Report](index=72&type=section&id=Directors'%20Report) The Board does not recommend the payment of any final dividend for the year ended December 31, 2024 - The Board does not recommend the payment of any final dividend for the year ended December 31, 2024[203](index=203&type=chunk) - As at December 31, 2024, the company's distributable reserves were approximately **HK$155 million**[206](index=206&type=chunk) Revenue Contribution from Major Customers (For the year ended December 31, 2024) | Customer | Percentage of Total Revenue | | :--- | :--- | | Largest Customer | 36.4% | | Top Five Largest Customers Total | 74.3% | - The company adopted a share option scheme in June 2023, with a validity period of **10 years**. As at December 31, 2024, no share options had been granted, exercised, lapsed, or cancelled under the scheme[226](index=226&type=chunk)[228](index=228&type=chunk) [Independent Auditor's Report](index=80&type=section&id=Independent%20Auditor's%20Report) [Qualified Opinion](index=80&type=section&id=Qualified%20Opinion) The auditor issued a qualified opinion on the 2024 consolidated financial statements. The primary reason is the auditor's inability to obtain sufficient audit evidence to determine the appropriateness of classifying the Group's 52% equity investment in Taishan Jiujiu Company in Laos as an associate and accounting for it using the equity method. This uncertainty may have corresponding implications for the Group's consolidated financial performance, cash flows, and financial position - The auditor issued a qualified opinion, stating that due to insufficient audit evidence to confirm the company's significant influence over the Laos investee, it was unable to determine the appropriateness of accounting for the **52% equity stake** as an interest in an associate[245](index=245&type=chunk) - This qualified opinion pertains to the "interest in an associate" investment with a carrying amount of approximately **HK$24.74 million** as at December 31, 2024, and the share of results of an associate of approximately **HK$1.67 million** recognized in profit or loss during the year[245](index=245&type=chunk) [Key Audit Matters](index=81&type=section&id=Key%20Audit%20Matters) Aside from the matter leading to the qualified opinion, the key audit matter identified by the auditor is the "Impairment assessment of non-financial assets of the coal mining cash-generating unit." This was designated as a key audit matter because the impairment assessment involves significant management judgments and key assumptions (such as inflation rate, discount rate) regarding future cash flows, and has a material impact on the financial statements. The auditor has evaluated, discussed, and verified this matter - The key audit matter is the impairment assessment of non-financial assets (including property, plant and equipment, intangible assets, and right-of-use assets) of the coal mining cash-generating unit[249](index=249&type=chunk) - This matter is key because the impairment assessment has a significant impact on the consolidated financial statements and involves significant management judgments and estimates regarding future cash flows, inflation rates, discount rates, etc., when using the value-in-use method[249](index=249&type=chunk) [Consolidated Financial Statements](index=85&type=section&id=Consolidated%20Financial%20Statements) [Consolidated Statement of Profit or Loss](index=85&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss) For the year ended December 31, 2024, the Group recorded revenue of HK$181 million, a 3.7% year-on-year decrease. Gross profit was HK$67.47 million, a 3.5% year-on-year increase. However, due to a significant increase in administrative expenses and the recognition of multiple asset impairment losses (totaling approximately HK$26 million), operating loss expanded from HK$32.01 million to HK$66.81 million. Ultimately, the loss for the year was HK$63.78 million, with the loss attributable to owners of the company being HK$50.77 million Summary of Consolidated Statement of Profit or Loss | Metric (HK$ Thousand) | 2024 | 2023 | | :--- | :--- | :--- | | Revenue | 180,934 | 187,960 | | Gross Profit | 67,469 | 65,211 | | Operating Loss | (66,805) | (32,009) | | Loss for the year | (63,783) | (33,610) | | Loss attributable to owners of the Company | (50,768) | (23,734) | [Consolidated Statement of Financial Position](index=87&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As at December 31, 2024, the Group's total assets were HK$285 million, a 7.3% decrease from HK$307 million in the prior year. Total liabilities were HK$96.42 million, a 12.1% year-on-year decrease. Net assets stood at HK$188 million. Non-current assets saw the addition of an "interest in an associate" investment of approximately HK$24.74 million. Bank and cash balances within current assets decreased to HK$73.41 million Summary of Consolidated Statement of Financial Position | Metric (HK$ Thousand) | 2024 | 2023 | | :--- | :--- | :--- | | Total Assets | 284,673 | 307,225 | | Total Liabilities | 96,423 | 109,737 | | **Net Assets** | **188,250** | **197,488** | | Equity attributable to owners of the Company | 144,163 | 138,598 | [Consolidated Statement of Cash Flows](index=90&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) In FY2024, the Group's net cash outflow from operating activities was HK$0.62 million, compared to a net inflow of HK$6.33 million last year. Net cash outflow from investing activities surged to HK$77.8 million, primarily for acquiring an associate, providing loans to an associate, and purchasing property, plant, and equipment. Net cash inflow from financing activities was HK$58.67 million, mainly from the placement of new shares. The combined effect resulted in a net decrease in cash and cash equivalents of HK$19.76 million during the year, with an ending balance of HK$73.41 million Summary of Consolidated Statement of Cash Flows | Metric (HK$ Thousand) | 2024 | 2023 | | :--- | :--- | :--- | | Net cash from operating activities | (620) | 6,325 | | Net cash used in investing activities | (77,804) | (26,527) | | Net cash from / (used in) financing activities | 58,666 | (945) | | **Net change in cash and cash equivalents** | **(19,758)** | **(21,147)** | | Cash and cash equivalents at December 31 | 73,412 | 95,359 | [Notes to the Consolidated Financial Statements](index=92&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) The notes to the financial statements provide detailed explanations and supplementary information on the Group's accounting policies, financial risk management, segment information, details of various assets and liabilities, related party transactions, and capital commitments. Key notes include critical assumptions for impairment assessment of non-financial assets (Note 17), accounting treatment and related risks for the investment in the Laos associate (Note 18), changes in share capital (Note 31), and financial information of major subsidiaries (Note 36)

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責，對其 準確性或完整性亦不發表任何聲明，並明確表示概不就因本公告全部或任何部份內容而 產生或因倚賴該等內容而引致之任何損失承擔任何責任。 Grand Ocean Advanced Resources Company Limited 弘海高新資源有限公司 （ 於 開 曼 群 島 註 冊 成 立 之 有 限 公 司 ） （股份代號：65） 截至二零二四年十二月三十一日止年度之 全年業績公告 及 恢復買賣 財務摘要 — 1 — (1) 截至二零二四年十二月三十一日止年度，收入為約180,934,000港元，較去年的收入 約187,960,000港元減少約7,026,000港元或約3.7%。 (2) 截至二零二四年十二月三十一日止年度，毛利為約67,469,000港元，較去年的毛利 約65,211,000港元增加約2,258,000港元或約3.5%。整體毛利率為約37.3%，而去年為 約34.7%。 (3) 截至二零二四年十二月三十一日止年度，虧損為約63,783,000港元，而去年為約 33,610,000港元。 (4) 截至二零二四年十二月三十 ...