TIANLI HOLDINGS GROUP LIMITED 天 利 控 股 集 團 有 限 公 司 （於開曼群島註冊成立之有限公司） （股份代號：117） 董事名單與其角色和職能 天利控股集團有限公司董事會（「董事會」）成員載列如下： 執行董事 周春華先生 （主席） 潘彤先生 （行政總裁） 朱健宏先生 蔡大維先生 徐學川先生 焦捷女士 董事會已設立三個董事委員會，並制定有關職權範圍。下表提供各董事會成員於各 董事委員會所擔任的職務資料。 | | 董事委員會 | | | | | --- | --- | --- | --- | --- | | 董事 | | 審核委員會 | 薪酬委員會 | 提名委員會 | | 周春華先生 | | | M | M | | 朱健宏先生 | | C | M | C | | 蔡大維先生 | | M | | | | 徐學川先生 | | M | C | M | 附註： C： 有關董事委員會的主席 M： 有關董事委員會的成員 香港，二零二四年十二月十日 獨立非執行董事 ...

天 利 控 股 集 團 有 限 公 司 （於開曼群島註冊成立之有限公司） （股份代號：117） 委任獨立非執行董事 及 更換授權代表 委任獨立非執行董事 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公告的內容概不負責， 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的任何損失承擔任何責任。 TIANLI HOLDINGS GROUP LIMITED 2 據董事會作出一切合理查詢後所深知及確信，截至本公告日期，除上文所披露者 外，(1)焦女士於本公告日期前過去三年並無在其證券於香港或海外任何證券市場上 市的其他上市公司擔任任何董事職務；(2)焦女士並無於本公司股份中擁有香港法例 第571章證券及期貨條例第XV部所界定的任何權益；及(3)概無有關焦女士的資料須 根據上市規則第13.51(2)(h)至13.51(2)(v)條予以披露。 董事會謹藉此機會熱烈歡迎焦女士加入董事會。 天利控股集團有限公司（「本公司」）董事（「董事」）會（「董事會」）欣然宣佈，焦捷女士 （「焦女士」）已獲委任為獨立非執行董事，自二零二四年十二月十日起生效。焦女士 之履 ...

MLCC Segment Performance - MLCC segment achieved sales revenue of RMB205.6 million in the first half of 2024, representing a 5.84% increase compared to the same period in 2023[14] - The average price of MLCC products rose by approximately 10% year-over-year, driven by an increase in the proportion of high-frequency, high-capacitance industrial-grade products[14] - Revenue from the MLCC segment increased by RMB11.3 million or 5.8% to RMB205.6 million, driven by higher average product prices[33][37] - MLCC segment revenue for the six months ended 30 June 2024 was RMB 205.6 million, with a segment loss of RMB 54.1 million[134] - MLCC segment revenue for the six months ended 30 June 2023 was RMB 194.25 million, with a segment loss of RMB 69.12 million[135] - Revenue from MLCC sales rose to RMB 205,602 thousand in 2024, up 5.8% from RMB 194,252 thousand in 2023[143] - MLCC segment assets increased to RMB 1,430,026 thousand as of June 30, 2024, compared to RMB 1,360,081 thousand at the end of 2023, reflecting a growth of 5.1%[138][139] Production Capacity and Expansion - The Group's new production base in Chuzhou has been put into operation, while the Dongguan base completed relocation and expansion, gradually increasing production capacity[20] - The company's new production bases in Chuzhou and Dongguan are operational, with capacity gradually increasing to meet the growing demand in industrial and automotive markets[21] - The net book value of the Group's property, plant, and equipment increased to RMB959.7 million as of 30 June 2024, up by RMB46.2 million from 31 December 2023, primarily due to additions for MLCC production equipment[51] - Capital commitments decreased to RMB150.5 million as of 30 June 2024 from RMB261.9 million at the end of 2023, mainly due to the completion of new factory construction in the MLCC segment[53] - Capital commitments outstanding at the end of the reporting period totaled RMB 156,512 thousand, a decrease from RMB 259,524 thousand at the end of 2023[192] R&D and Product Development - The Group continues to invest in R&D, focusing on ultra-micro, high capacitance, high temperature, and high reliability products to enhance competitiveness in the high-end market[19] - The company increased R&D investment and technical cooperation, focusing on ultra-micro, high-capacity, high-temperature, and high-reliability product layouts to enhance competitiveness in the high-end market[21] - The company expanded its product portfolio to include consumer-grade, automotive-grade, and industrial-grade products, with a shift from small-size to large-size, high-capacity, and high-voltage specifications[21] - Research and development costs decreased by RMB3.7 million to RMB27.8 million, reflecting better cost control in new product and technology development[43][48] - Research and development costs for the current period amounted to RMB 27,758 thousand in 2024, down 11.7% from RMB 31,438 thousand in 2023[148] - Staff costs included in research and development increased to RMB 16,369 thousand in 2024, up 43.6% from RMB 11,399 thousand in 2023[149] - R&D costs include depreciation of RMB 1,402,000 (H1 2023: RMB 1,815,000) and employee costs of RMB 16,369,000 (H1 2023: RMB 11,399,000)[150] Financial Performance and Ratios - Total revenue for the six months ended 30 June 2024 was RMB219.4 million, an increase of RMB6.79 million or 3.2% compared to the same period in 2023[33][37] - The Group's gross profit margin improved to 12.4%, up 4.2 percentage points from the previous year, with the MLCC segment's gross profit margin reaching 6.47% compared to a gross loss margin of 0.5% in 2023[34][38] - Revenue for the six months ended 30 June 2024 increased to RMB 219,404 thousand, up 3.2% from RMB 212,614 thousand in the same period last year[107] - Gross profit for the six months ended 30 June 2024 was RMB 27,099 thousand, a significant increase from RMB 17,454 thousand in the same period last year[107] - Loss from operations for the six months ended 30 June 2024 improved to RMB 41,102 thousand, compared to RMB 60,219 thousand in the same period last year[107] - Loss for the period decreased to RMB 59,169 thousand, down from RMB 69,744 thousand in the same period last year[107] - Total comprehensive loss for the period was RMB 58,817 thousand, an improvement from RMB 64,229 thousand in the same period last year[107] - Loss per share attributable to owners of the Company improved to RMB 7.94 cents, compared to RMB 9.36 cents in the same period last year[109] - Total reportable segment loss from external customers improved to RMB 44,649 thousand in 2024 from RMB 58,955 thousand in 2023, a reduction of 24.3%[141] Investment and Financial Services - The company manages 11 funds with a total capital commitment of approximately $647.8 million, of which the company has committed $89.9 million and invested $77.5 million[27] - The six funds invested by the company resulted in a net loss of RMB 7.2 million for the six months ended 30 June 2024, despite generating asset management fee income of RMB 21 million[27] - The company's investments are spread across five countries or regions: Australia, Hong Kong, PRC, UK, and the US, in the form of debt, common equity, or preferred equity[31] - The company made no new investments during the six months ended 30 June 2024[32] - Investment and financial services segment revenue for the six months ended 30 June 2024 was RMB 20.95 million, with a segment profit of RMB 9.43 million[134] - Investment and financial services segment revenue for the six months ended 30 June 2023 was RMB 20.28 million, with a segment profit of RMB 10.17 million[135] - Asset management fee income increased slightly to RMB 20,953 thousand in 2024 from RMB 20,281 thousand in 2023, a growth of 3.3%[143] Market Trends and Future Outlook - The MLCC industry's inventory levels have returned to normal, with downstream orders gradually increasing month by month, indicating a recovery in the end-market for the second half of 2024[14] - The MLCC market is expected to grow due to demand from IoT, 5G, new energy vehicles, and AI servers, with the Group focusing on expanding in automotive electronics and communication base stations[66] - MLCC market is expected to grow in the long term due to demand from IoT, 5G communications, new energy vehicles, and AI servers, despite challenges in 2024[67] - The company plans to expand its market share in automotive electronics, communication base stations, and data centers, while continuing to invest in R&D, equipment, and automation[67] - The company has increased its product lines to include larger-sized MLCCs with high capacity, high Q, high temperature, and high voltage characteristics, meeting industrial and automotive-grade reliability requirements[67] Financial Position and Liabilities - The Group's financial assets at fair value through profit or loss (FVPL) decreased by 1% to RMB407.9 million as of 30 June 2024, mainly due to a fair value loss of RMB7.2 million and exchange rate depreciation effects[51] - Accounts and bills receivables decreased by RMB38.7 million to RMB308.5 million as of 30 June 2024, driven by accelerated collection efforts in the first half of 2024[51] - Cash and bank balances increased by RMB19.3 million to RMB66.2 million as of 30 June 2024, primarily due to additional drawdowns of bank and other loans[51] - Trade and bills payables increased by RMB14.4 million to RMB130.4 million as of 30 June 2024, mainly due to higher MLCC production during the period[53] - Bank and other loans increased by RMB100.1 million to RMB815.9 million as of 30 June 2024, driven by additional drawdowns[53] - The Group's net current liabilities increased to RMB205.3 million as of 30 June 2024, compared to net current assets of RMB41.8 million as of 31 December 2023[54] - Current assets decreased to RMB844.9 million as of 30 June 2024 from RMB1,005.4 million as of 31 December 2023[54] - Current liabilities increased to RMB1,050.2 million as of 30 June 2024 from RMB963.6 million as of 31 December 2023[54] - The Group's current ratio decreased to 0.8 as of 30 June 2024 from 1.0 as of 31 December 2023[54] - The Group's gearing ratio increased to 69.5% as of 30 June 2024 from 65.5% as of 31 December 2023[56] - The Group's banking facilities increased to RMB868.0 million as of 30 June 2024 from RMB788.0 million as of 31 December 2023[54] - Utilized banking facilities increased to RMB760.4 million as of 30 June 2024 from RMB643.6 million as of 31 December 2023[54] - The Group's revenue is mainly denominated in Renminbi, US dollars, and HK$, while purchases are mainly in Renminbi, US dollars, HK$, and Japanese Yen[58] - The Group has pledged assets with carrying amounts of approximately RMB652.7 million as securities for bank and other loans facilities as of 30 June 2024[59] - The Group's cash flow projections cover a period of not less than 12 months from 30 June 2024, with confidence in sufficient working capital[125] - The Group is exploring debt or equity financing arrangements to improve financial ratios[125] - The Group is implementing measures to speed up the collection of outstanding accounts and bills receivables[125] - The Group did not meet certain financial covenants for bank loans as of 30 June 2024, leading to renegotiations with lenders[124] - The Group's current liabilities include bank and other loans totaling RMB 815,948,000, with RMB 170,101,000 repayable within 12 months, RMB 425,500,000 repayable on demand but expected after 12 months, and RMB 220,347,000 reclassified as current liabilities due to loan agreement provisions[124] - The Group breached certain terms of bank loans with a carrying amount of RMB 509,517,000 at 30 June 2024, primarily related to the asset-liability ratio and current ratio of a subsidiary and the net assets level of another subsidiary[186] - The Group is in negotiations with lenders to extend the repayment period for RMB 401,500,000 of loans, which were originally due within one year, for at least the next 12 months[188] - The directors believe that adequate alternative sources of finance are available to ensure the continuing operations of the Group, even if lenders demand immediate repayment[189] Corporate Governance and Shareholding - The Board is committed to maintaining high corporate governance standards and has complied with the Corporate Governance Code throughout the six months ended 30 June 2024[74][78] - Mr. Zhou Chunhua holds 7,358,000 shares, representing approximately 0.99% of the total issued shares as of 30 June 2024[82] - Cosmic Riches Investments Limited holds 93,443,650 shares, representing 12.55% of the total issued shares[85] - China Tian Yuan Manganese Limited holds 60,590,482 shares, representing 8.13% of the total issued shares[85] - The total issued shares of the company as of 30 June 2024 are 744,750,000[86] - Ms. Du Weilin is deemed to have an interest in 93,443,650 shares held by Cosmic Riches Investments Limited[88] - Ningxia Tianyuan Manganese Industry Group Co., Ltd. and Mr. Jia Tianjiang are deemed to have an interest in 60,590,482 shares held by China Tian Yuan Manganese Limited[88] - Ms. Dong Jufeng is deemed to have an interest in 60,590,482 shares held by China Tian Yuan Manganese Limited due to her being the spouse of Mr. Jia Tianjiang[88] - The Share Award Scheme, adopted on 14 July 2017, is valid for 10 years and the total number of shares to be awarded shall not exceed 10% of the issued share capital as of the Adoption Date[90] - No shares were purchased or granted under the Share Award Scheme during the period ended 30 June 2024[92] - Mr. Zhou Chunhua, a Director of the Company, participated in the Share Award Scheme during the six months ended 30 June 2024[95] - The fair value of the awarded shares is based on the fair value at the date of grant[94] Expenses and Costs - Selling and distribution costs rose by 9.7% to RMB10.2 million, attributed to increased sales efforts in the MLCC segment[41][46] - Administrative expenses decreased by RMB2.0 million to RMB43.7 million, mainly due to reduced staff costs[42][47] - Finance costs increased by RMB7.7 million to RMB15.8 million, driven by additional bank loan interest in the first half of 2024[44][49] - Administrative expenses decreased to RMB 43,691 thousand, compared to RMB 45,724 thousand in the same period last year[107] - Finance costs increased to RMB 15,832 thousand, up from RMB 8,124 thousand in the same period last year[107] - Other income increased to RMB 12,152 thousand, compared to RMB 5,445 thousand in the same period last year[107] - Total interest expense on financial liabilities not at FVPL decreased to RMB 15,832 thousand in 2024 from RMB 21,335 thousand in 2023, a reduction of 25.8%[145] - Key management personnel remuneration for the six months ended 30 June 2024 was RMB 4,541 thousand, down from RMB 5,955 thousand in the same period of 2023[196] Assets and Liabilities - The Group's investment property remained stable at RMB23.7 million as of 30 June 2024, comparable to RMB24.1 million at the end of 2023[51] - Prepayments, deposits, and other receivables increased by RMB3.9 million to RMB48.9 million as of 30 June 2024, primarily due to deposits for property, plant, and equipment acquisitions[51] - Deferred income, accruals, and other payables decreased by RMB27.0 million to RMB82.3 million as of 30 June 2024, mainly due to the settlement of payables for production equipment acquired in 2023[53] - Total non-current assets increased to RMB 1,243,653,000 as of 30 June 2024, up from RMB 1,008,347,000 at the end of 2023[110] - Current assets decreased to RMB 844,844,000 as of 30 June 2024, down from RMB 1,005,443,000 at the end of 2023[110] - Total current liabilities increased to RMB 1,050,193,000 as of 30 June 2024, up from RMB 963,625,000 at the end of 2023[110] - Net current liabilities stood at RMB 205,349,000 as of 30 June 2024, compared to net current assets of RMB 41,818,000 at the end of 2023[110] - Total equity decreased to RMB 609,146,000 as of 30 June 2024, down from RMB 667,963,000 at the end of 2023[112] - Property, plant, and equipment carrying amount increased to RMB 959,726,000 as of 30 June 2024 (31 December 2023: RMB 913,518,000)[162] - Investment properties carrying amount decreased to RMB 23,715,000 as of 30 June 2024 (31 December 2023: RMB 24,122,000)[164] - Financial assets at amortized cost decreased to RMB 386,327 thousand as of 30 June 2024 from RMB 401,932 thousand at the end of 2023[200] - Financial liabilities at amortized cost increased to RMB 1,441,318 thousand as of 30 June 2024 from RMB 1,299,477 thousand at the end of 2023[200] - Bank and other loans rose to RMB 1,224,462 thousand as of 30 June 2024, up from RMB 1,074,836 thousand at the end of 2023[200] Cash Flow and Financing - Net cash generated from operating activities was RMB 919,000 for the six months ended 30 June 2024, compared to a net cash used of RMB 71,471,000 in the same period of 2023[116] - Net cash used in investing activities was RMB 97,370,000 for the six months ended 30 June 2024, compared to RMB 86,994,000 in the same period of 2023[116] - Net cash generated from financing activities was RMB 128,254,000 for the six months ended 30 June 2024, compared to RMB 203,196,000 in the same period of 2023[116] - Cash and cash equivalents at the end of the period were RMB 63,308,000 as of 30 June 2024, down from RMB 108,007,000 at the end of the same period in 2023[116] - The Group's cash and cash equivalents amounted to RMB 63,308,000 as of 30 June 2024[124] - The Group incurred a net loss of RMB 59,169,000 for the six months ended 30 June 2024[124] - The Group's current liabilities exceeded its current assets by

Financial Performance - Total revenue for the six months ended June 30, 2024, was approximately RMB 219.4 million, an increase of about RMB 6.79 million or 3.2% compared to the same period in 2023[1]. - Loss attributable to owners of the company for the six months ended June 30, 2024, was RMB 59.2 million, compared to a loss of RMB 69.7 million in the same period of 2023[1]. - Basic loss per share for the six months ended June 30, 2024, was RMB 7.94, compared to RMB 9.36 for the same period in 2023[1]. - The company reported a total comprehensive loss of RMB 58.8 million for the six months ended June 30, 2024, compared to RMB 64.2 million for the same period in 2023[3]. - The company reported a net loss of RMB 59,169,000 for the six months ended June 30, 2024, with current liabilities exceeding current assets by RMB 205,349,000[9]. - The company did not declare an interim dividend for the six months ended June 30, 2024[1]. - The net loss before tax for the six months ended June 30, 2024, was RMB (56,934) thousand, an improvement from RMB (68,343) thousand in 2023, indicating a reduction of approximately 16.7%[18]. Revenue Segmentation - Total revenue for the MLCC segment was RMB 205,602,000, while the investment and financial services segment generated RMB 20,953,000, leading to a total revenue of RMB 226,555,000 for the six months ended June 30, 2024[15]. - Revenue from customer contracts for MLCC was RMB 205,602 thousand for the six months ended June 30, 2024, compared to RMB 194,252 thousand in 2023, reflecting an increase of about 5.5%[20]. - Revenue from the MLCC segment was RMB 205.6 million, up RMB 11.3 million or 5.8%, driven by an increase in average product prices[40]. Cost and Expenses - Research and development costs for the six months ended June 30, 2024, were RMB 27.8 million, down from RMB 31.4 million in the same period of 2023[2]. - Selling and distribution costs totaled RMB 10.2 million, an increase of 9.7% due to higher sales levels in the MLCC segment[43]. - Administrative expenses decreased to RMB 43.7 million, down RMB 2.0 million, mainly due to reduced employee costs[44]. - Financing costs increased to RMB 15.8 million, up RMB 7.7 million, primarily due to additional bank loan interest[46]. Assets and Liabilities - Total non-current assets as of June 30, 2024, amounted to RMB 1,243.7 million, an increase from RMB 1,008.3 million as of December 31, 2023[4]. - Current assets as of June 30, 2024, totaled RMB 844.8 million, a decrease from RMB 1,005.4 million as of December 31, 2023[4]. - Total liabilities as of June 30, 2024, were RMB 1,050.2 million, compared to RMB 963.6 million as of December 31, 2023[5]. - The current ratio decreased to 0.8 from 1.0, primarily due to an increase in bank loans[57]. - The group's debt-to-asset ratio increased to approximately 69.5% as of June 30, 2024, compared to 65.5% as of December 31, 2023, due to an increase in bank and other loans[59]. Cash Flow and Financing - As of June 30, 2024, the company's cash and cash equivalents amounted to RMB 63,308,000[9]. - Cash and bank balances totaled RMB 66.2 million, an increase of RMB 19.3 million, mainly from additional bank and other loans[51]. - The group had total bank credit facilities amounting to RMB 868.0 million, with RMB 760.4 million utilized[58]. - The company is actively negotiating loan terms with banks to address financial covenants and improve liquidity, including potential debt restructuring and capital injection[10]. Operational Developments - The company has established new production bases in Chuzhou and Dongguan, enhancing production capacity for high-end products to meet growing market demands[34]. - The company continues to invest in R&D and technical collaborations, focusing on ultra-micro, high-capacity, high-temperature, and high-reliability product developments[34]. - The company has successfully developed several niche products for specialized circuit applications, including three-terminal, copper terminal, and gold terminal MLCCs[34]. - The company’s MLCC division is experiencing a gradual recovery in demand, with inventory levels returning to normal after previous destocking and capacity adjustments[33]. Market and Strategic Initiatives - The group aims to enhance its core competitiveness through the development of new materials and processes, focusing on high-capacity and high-temperature products[63]. - The group plans to strengthen its fund management and risk control measures to protect investors' interests while exploring new business opportunities[63]. - The group is committed to expanding its market share by actively pursuing international strategies and enhancing product quality through continuous innovation[63]. - The group has implemented foreign exchange risk hedging measures to mitigate potential currency risks due to fluctuations in exchange rates[61]. Employee and Governance - The group reported a total of 1,223 employees as of June 30, 2024, down from 1,273 employees as of December 31, 2023[64]. - The group has maintained compliance with corporate governance codes as per the Hong Kong Stock Exchange regulations[67].

Financial Performance - For the year ended December 31, 2023, the Group's total revenue was RMB 488.0 million, an increase of RMB 126.6 million compared to the previous year[16]. - The loss attributable to owners of the Company for the year was approximately RMB 222.1 million, compared to a loss of RMB 63.9 million in the previous year[16]. - The gross profit margin for the year ended December 31, 2023, was 16.0%, an increase of 11.6 percentage points compared to 2022[71]. - The gross profit margin of the MLCC segment increased from 3.1% in 2022 to 7.1% in 2023 due to improved production mix and cost control measures[75]. - The Group's asset management fee income was RMB 49.7 million for 2023, an increase of RMB 11.2 million or 29.2% compared to 2022[70]. - Other income amounted to RMB 17.9 million for 2023, representing an increase of 29.1% from 2022, mainly due to government grants and increased rental income[77]. - Finance costs increased to RMB 34.2 million for 2023, up by RMB 9.8 million from 2022, primarily due to additional bank and other loans[87]. Assets and Liabilities - Total assets as of December 31, 2023, amounted to RMB 2,013.8 million, up from RMB 1,816.7 million in 2022[4]. - Total liabilities increased to RMB 1,345.8 million in 2023 from RMB 926.5 million in 2022[4]. - The total equity attributable to owners of the Company decreased to RMB 668.0 million in 2023 from RMB 886.6 million in 2022[4]. - As of December 31, 2023, accounts and bills receivables amounted to RMB 347.2 million, an increase of RMB 85.6 million from 2022, driven by higher revenue[91]. - As of December 31, 2023, the Group's cash and bank balances totaled RMB 46.9 million, a decrease of RMB 15.6 million from December 31, 2022, mainly due to increased machinery purchases during 2023[99]. - As of December 31, 2023, trade and bills payables amounted to RMB 116.0 million, an increase of RMB 55.3 million from December 31, 2022, primarily due to increased MLCC production[100]. - As of December 31, 2023, the Group's bank and other loans amounted to RMB 715.8 million, an increase of RMB 295.7 million from RMB 420.1 million as of December 31, 2022, mainly due to additional drawdowns[102]. Market and Industry Outlook - The Group anticipates a low-speed growth cycle for the global MLCC market due to weakened order demand and ongoing price competition among suppliers[17]. - Long-term growth opportunities in the MLCC market are expected to arise from advancements in artificial intelligence and the increasing demand for high-end MLCC products[18]. - The MLCC market is expected to experience slow but steady growth driven by advancements in AI technology and increased demand for high-performance electronic products[21]. - The Group plans to enhance core competitiveness through increased investment in research and development, new materials, and new processes[64][66]. - The Group's investments were made in six countries or regions, including Australia, Hong Kong, Korea, PRC, UK, and the US[60][62]. Production and Capacity - The Group is closely monitoring and controlling production capacity in response to market conditions[17]. - The destocking process in the electronics technology industry is nearing completion, which may lead to a mild recovery in the MLCC industry[18]. - The Group has established new production bases in Chuzhou and Dongguan to relocate existing production capacity and moderately expand production capacity[28]. - The new plant in Chuzhou has been operational since January 2023, while the Dongguan plant is expected to commence operations in the second quarter of 2024[28]. - The Group has completed the construction of new production bases in Chuzhou and Dongguan, enhancing capacity for high-end products to meet growing demand in industrial and automotive markets[42]. Research and Development - The Group continues to increase investment in research and development, particularly in industrial and automotive grade products[24]. - The Group is focusing on R&D in ultra-micro, high capacitance, high temperature, and high reliability products to enhance competitiveness in the high-end market[41]. - The Group has achieved technological breakthroughs in miniature and high-capacitance MLCC products, consolidating its leading position in the PRC[64][66]. - Research and development costs were RMB 65.3 million for 2023, an increase of RMB 9.0 million from 2022, reflecting ongoing efforts in new product and technology development[80]. Corporate Governance and Management - The Group emphasizes high standards of corporate governance and has complied with all applicable code provisions of the Corporate Governance Code throughout the year ended December 31, 2023[165]. - The Board of Directors is responsible for the leadership and control of the Company, focusing on overall strategies and financial performance[176]. - The Board has established three committees: Audit Committee, Nomination Committee, and Remuneration Committee, delegating various responsibilities to them[179]. - The Company has a culture of integrity and commitment, ensuring that all staff act lawfully and ethically[168]. - The roles of the Chairman and CEO are separate, ensuring a clear division of responsibilities[187][191].

Financial Performance - Total revenue for 2023 was RMB 488.0 million, an increase of 35.0% compared to 2022[4] - Gross profit for 2023 was RMB 77.9 million, up RMB 62.1 million or 394.4% from 2022[4] - The loss attributable to owners of the company for 2023 was RMB 222.1 million, compared to a loss of RMB 63.9 million in 2022[4] - Basic and diluted loss per share was RMB 29.8 cents for 2023[4] - The group reported a net loss of RMB 223,516,000 for the year ending December 31, 2023[18] - The company reported a pre-tax consolidated loss of RMB 195,256 thousand for the year ended December 31, 2023, compared to a loss of RMB 67,975 thousand in 2022[29] - The company reported a pre-tax loss of RMB 222,148,000 for 2023, compared to a loss of RMB 63,851,000 in 2022, indicating a significant increase in losses year-over-year[54] Revenue Breakdown - MLCC sales contributed RMB 441,495 thousand in 2023, up from RMB 356,609 thousand in 2022, representing a growth of 24%[35] - The investment and financial services segment generated revenue of RMB 46,521 thousand in 2023, compared to RMB 4,768 thousand in 2022, marking a significant increase[35] - Revenue from the MLCC segment was RMB 441.5 million, up RMB 84.9 million or 23.8% year-over-year, attributed to improved production mix[91][94] - The company’s revenue from external customers in mainland China was RMB 416,026 thousand in 2023, an increase from RMB 322,777 thousand in 2022[31] Cost and Expenses - The company reported a significant increase in research and development costs, totaling RMB 65.3 million in 2023 compared to RMB 56.3 million in 2022[6] - Research and development expenses increased to RMB 65,331,000 in 2023 from RMB 56,307,000 in 2022, representing a growth of about 16.4%[47] - Total employee costs for 2023 amounted to RMB 152,878,000, slightly down from RMB 154,676,000 in 2022, reflecting a decrease of approximately 1.2%[45] - The company recorded a depreciation and amortization expense of RMB 72,749 thousand in 2023, slightly down from RMB 73,571 thousand in 2022[28] - Financing costs rose to RMB 34.2 million, an increase of RMB 9.8 million, due to additional bank and other loans[100] Assets and Liabilities - Total assets decreased from RMB 1,816.7 million in 2022 to RMB 1,013.8 million in 2023[12] - Current liabilities increased from RMB 614.8 million in 2022 to RMB 963.6 million in 2023[12] - The company’s net asset value decreased from RMB 890.2 million in 2022 to RMB 668.0 million in 2023[12] - The company’s liabilities totaled RMB 1,345,827 thousand as of December 31, 2023, compared to RMB 926,454 thousand in 2022, indicating a rise in financial obligations[29] - The total accounts payable increased to RMB 116,045 thousand in 2023 from RMB 60,769 thousand in 2022, with trade payables rising to RMB 110,138 thousand from RMB 59,439 thousand[64] Cash Flow and Financing - Cash and cash equivalents as of December 31, 2023, amounted to RMB 32,671,000[18] - The company is actively negotiating loan terms with banks following the failure to meet certain financial covenants[20] - Plans to improve liquidity include restructuring cash borrowings and enhancing financial ratios through capital injections[22] - The company has implemented measures to expedite the collection of receivables and explore other debt or equity financing arrangements[22] - The group secured new bank credit facilities totaling RMB 7,880 million as of December 31, 2023, with RMB 6,436 million already utilized[120] Market and Operational Insights - The company has invested in R&D and technology collaboration, focusing on high-end markets with new product developments including niche products for specialized circuit applications[75] - The new production base in Chuzhou has commenced operations, with the Dongguan facility expected to start production in Q2 2024, enhancing production capacity and technical capabilities[75] - The company is expanding its market presence and enhancing competitiveness in the MLCC industry, anticipating long-term growth despite current market challenges[75] - The second half of 2023 saw a 27.3% increase in sales revenue compared to the first half, and a 41.9% increase compared to the second half of 2022[73] Governance and Compliance - The company adhered to all corporate governance codes and reporting requirements as stipulated by the Hong Kong Stock Exchange for the year ended December 31, 2023[130] - The audit committee, composed of three independent non-executive directors, reviewed the consolidated financial statements for the year ended December 31, 2023, ensuring oversight of the financial reporting process and risk management[133] Dividend and Shareholder Information - The company did not recommend the payment of a final dividend for the year ended December 31, 2023[4] - The board of directors did not recommend the declaration of a final dividend for the year ended December 31, 2023, consistent with the previous year[127]

Share Incentive Plan - As of December 31, 2022, a total of 5,958,000 shares have been granted under the share incentive plan[4] - The number of shares available for grant under the share incentive plan as of December 31, 2022, is 68,517,000 shares[4] - The total number of shares that can be issued under the share incentive plan as of December 31, 2022, is 74,475,000 shares, representing 10% of the company's issued share capital[5] - As of June 30, 2023, the total number of shares granted under the share incentive plan remains at 5,958,000 shares[6] - The number of shares available for grant under the share incentive plan as of June 30, 2023, is still 68,517,000 shares[6] - The total number of shares that can be issued under the share incentive plan as of June 30, 2023, is 74,475,000 shares, also representing 10% of the company's issued share capital[6] - The company has not specified a maximum entitlement for eligible participants under the share incentive plan[4][6] - The shares granted can be satisfied either from existing shares in the market or by issuing new shares authorized by shareholders[4][6] Board of Directors - The board of directors includes two executive directors and three independent non-executive directors as of the announcement date[8] Reporting Consistency - The company maintains that all other information in the 2022 annual report and 2023 interim report remains unchanged[7]

Financial Performance - The Group's total revenue for the six months ended June 30, 2023, was RMB 212.6 million, an increase of RMB 18.3 million, or 9.4%, compared to the same period in 2022[38]. - Revenue from the MLCC segment was RMB 194.3 million, representing an increase of RMB 11.9 million, or 6.5%, due to increased sales volume in the first half of 2023[38]. - The aggregate gross profit margin for the six months ended June 30, 2023, was 8.2%, an increase of 1.9 percentage points compared to the same period in 2022[39]. - The Group recorded a net loss of RMB 1.9 million from financial assets at fair value through profit or loss (FVPL) for the six months ended June 30, 2023, compared to a net loss of RMB 6.2 million for the same period in 2022[38]. - The Company reported a loss per share of RMB (9.36) for the period, compared to RMB (6.38) in the previous year, highlighting the impact of increased losses on shareholders[152]. - Total comprehensive loss for the period was RMB 64,229,000, compared to a loss of RMB 28,857,000 in the same period last year[152]. - Consolidated loss before taxation was RMB (68,343) thousand for the first half of 2023, compared to RMB (47,188) thousand in the same period of 2022, indicating a 44.8% increase in loss[192]. Market and Product Development - In the first half of 2023, the MLCC segment achieved a year-on-year sales volume increase of over 28%, with sales revenue reaching RMB 194.2 million, a 6.5% increase compared to the first half of 2022[14]. - The average product price in the MLCC segment declined by approximately 17% due to intense price competition from increased supply by domestic competitors[14]. - The Group has made significant breakthroughs in the research and development of industrial and automotive-grade products, expanding its product offerings to include specialized circuit applications[18]. - The Group's product range now covers consumer-grade, automotive-grade, and industrial-grade sectors, with a focus on larger sizes and higher specifications[18]. - The MLCC market is expected to see continued growth driven by demands in 5G communications, automotive electronics, and the Internet of Things[103]. - The Group has achieved technological breakthroughs in miniature and high-capacitance MLCC products, expanding its portfolio to include medium- and large-sized products with high-capacitance and high-temperature characteristics[103]. Production and Infrastructure - The production base in Chuzhou has been completed and is now operational, while the Dongguan base is expected to be ready for mass production by December 2023[19]. - The Group is accelerating the construction of new production bases and upgrading infrastructure to enhance capacity for high-end products[19]. - The relocation of major production equipment at the Dongguan base has been completed, enhancing the Group's production capacity and technological capability[19]. - The new production base in Chuzhou has commenced operations, and the new base in Dongguan is expected to achieve mass production by December 2023[21]. Financial Position and Investments - As of June 30, 2023, the total capital commitment of the Group's funds was approximately US$647.8 million, with the Group committing approximately US$89.9 million[30]. - The Group has invested US$75.5 million in the funds it manages[30]. - The Group's cash and bank balances totaled RMB 108.0 million, an increase of RMB 45.5 million compared to December 31, 2022, primarily due to additional bank loans drawn[75]. - The Group's bank and other loans increased to RMB 924.8 million as of June 30, 2023, up from RMB 696.7 million on December 31, 2022, indicating a reliance on external financing[78]. - The Group maintained sufficient financial reserves to meet ongoing operational requirements, supported by liquid assets and credit facilities[91]. Corporate Governance and Shareholder Information - The Board did not recommend the payment of an interim dividend for the six months ended June 30, 2023, consistent with the previous year[116]. - The company continues to comply with the corporate governance code as per the Hong Kong Stock Exchange listing rules[118]. - The company has adopted all applicable provisions of the corporate governance code as of June 30, 2023[118]. - The interests in unvested shares granted under the Share Award Scheme were noted, but specific details were not disclosed[123]. - The company has a share award scheme aimed at encouraging and retaining employees while aligning their interests with shareholders[135]. Research and Development - Despite ongoing market sluggishness, the Group continues to increase investment in research and development to enhance competitiveness in high-end markets[18]. - Research and development costs increased by RMB 1.7 million to RMB 31.4 million, reflecting ongoing efforts in new product and technology development[49]. - The Group's strategy includes continuous investment in research and development, equipment, and automation to enhance core competitiveness[103].

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的任何損失承擔任何責任。 TIANLI HOLDINGS GROUP LIMITED 天利控股集團有限公司 （於開曼群島註冊成立之有限公司） 117 （股份代號： ） 2023 6 30 截至 年 月 日止六個月未經審核中期業績公告 財務概要 • 2023 6 30 212.6 2022 截至 年 月 日止六個月的總收入約為人民幣 百萬元，較 年同 18.3 9.4% 期增加約人民幣 百萬元或 ； • 2023 6 30 8.2% 2022 1.9 截至 年 月 日止六個月的毛利率為 ，較 年同期增加 個百分 2023 6 30 MLCC 0.5% 2022 點；截至 年 月 日止六個月， 分部的毛損率為 ，而 年同期 0.2% 則為毛利率 ； • 2023 6 30 69.7 截至 年 月 日止六個月的本公司擁有人應佔虧損為人民幣 百萬元， 2022 47.5 ...

Financial Performance - The Group's total revenue for the year ended December 31, 2022, was RMB 361.4 million, a decrease of approximately 34.1% compared to the previous year[15]. - The loss attributable to owners of the Company for the year was approximately RMB 68.8 million, compared to a profit of RMB 68.8 million in the previous year[15]. - In 2022, the Group achieved MLCC sales revenue of RMB 356.6 million, a decrease of 19.8% compared to 2021, with a gross profit margin of 3.1%, down from 25.7% in the previous year[35][37]. - Revenue from the MLCC segment was RMB 356.6 million, representing a decrease of RMB 88.0 million, or 19.8%, due to weakening market conditions[72]. - The aggregate gross profit margin for the year was 4.4%, a decrease of 35.4 percentage points from the previous year[73]. - The Group recorded a net loss from financial assets at fair value through profit or loss of RMB 33.7 million, compared to a profit of RMB 55.2 million in the previous year[72]. - The Group's other income decreased by 27.0% to RMB 13.9 million for the year ended December 31, 2022, primarily due to a reduction in government grants[78]. Assets and Liabilities - Total assets as of December 31, 2022, were RMB 1,816.7 million, an increase from RMB 1,589.5 million in 2021[4]. - Total liabilities increased to RMB 926.5 million in 2022 from RMB 641.1 million in 2021[4]. - The total equity attributable to owners of the Company was RMB 886.6 million as of December 31, 2022, down from RMB 939.2 million in 2021[4]. - As of December 31, 2022, the Group's bank and other loans increased by RMB 305.7 million to RMB 696.7 million, reflecting additional borrowings[104]. - As of December 31, 2022, the Group's accounts payable and notes payable amounted to RMB 608 million, a decrease of RMB 82 million compared to December 31, 2021, primarily due to reduced MLCC production[107]. - As of December 31, 2022, the Group had capital commitments of RMB 3,666 million, up from RMB 2,568 million on December 31, 2021, with significant commitments for plant construction and investment funds[113]. Market Conditions and Challenges - The market demand for consumer electronics has been sluggish for many quarters, impacting the demand for MLCC[16]. - Increased market supply and accelerated inventory clearance by distributors have led to intense competition in the mid-to-low end product segments[16]. - The geopolitical conflicts and fluctuating COVID-19 pandemic have significantly impacted global supply chains and increased costs[16]. - The Group's performance in 2022 was negatively impacted by COVID-19 and interest rate hikes in the UK and the US, leading to significant fluctuations in financial markets[22][24]. - The MLCC industry has been in a downward cycle since the second half of 2021, but is expected to rebound as economic recovery occurs and downstream distributor inventories are cleared[21][23]. Strategic Initiatives - The Company plans to address the challenges in the MLCC market through strategic adjustments and potential new product developments[15]. - The Group is increasing investment in research and development, focusing on industrial and automotive grade products, achieving bulk delivery comparable to international standards[26][28]. - The Group aims to enhance its core competency by investing in research and development, equipment, and automation to meet customer demands in the MLCC market[66]. - The Group plans to explore new markets and promote internationalization strategies to expand its market share[66]. - The Group's strategy includes the construction of new production bases to enhance operational capacity and meet market demands[165][167]. Corporate Governance - The Group is committed to high standards of corporate governance, complying with all applicable provisions of the Corporate Governance Code throughout the year ended December 31, 2022[170][174]. - The Board of Directors is responsible for overseeing the overall strategies and business performance of the Group, ensuring effective risk management and internal control[181][182]. - The Group has established three Board committees: Audit Committee, Nomination Committee, and Remuneration Committee, delegating various responsibilities to enhance governance[182]. - The independent non-executive directors have confirmed their independence in writing, in compliance with the Listing Rules[194]. - The company emphasizes the importance of adequate and reliable information being provided to all directors in a timely manner[193]. Management and Team - The Group's management team includes professionals with advanced degrees and specialized knowledge in their respective fields, contributing to product management and market development[166][167]. - The Group's MLCC segment is led by experienced executives with extensive backgrounds in engineering and management, ensuring strategic planning and operational efficiency[161][165][167]. - The company has a strong board of directors with members holding various qualifications and extensive experience in finance and management[150]. Investment and Financial Services - The Group's investment in six funds resulted in a net loss of RMB33.8 million, alongside asset management fee income of RMB38.5 million in 2022[53]. - The Group's total committed capital, after offsetting cross-holding effects, was approximately USD 647.8 million, with invested capital amounting to USD 75.8 million[54]. - The Group's investments were made in six countries, including Australia, Hong Kong, Korea, PRC, UK, and the US, with a total investment amount of USD 477.1 million[56]. - The Group will strengthen post-investment monitoring and management of existing projects to mitigate potential risks and safeguard investors' interests[67]. Research and Development - Research and development costs increased by RMB 11.2 million to RMB 56.3 million for the year ended December 31, 2022, as the Group focused on new product and technology development[81]. - The Group achieved significant breakthroughs in high-capacity and mid-high voltage specifications, realizing bulk delivery in 2022[40]. - The Group completed validation for various automotive-grade specifications and achieved bulk delivery in 2022[40]. Production Capacity and Facilities - New production bases have been established in Chuzhou and Dongguan to enhance production capacity and optimize product mixes, with the Chuzhou plant operational since January 2023[27][29]. - The construction of the new base in Dongguan commenced in the second half of 2022 and is progressing smoothly[41]. - The Group is moderately expanding production capacity despite short-term market challenges[41]. Risk Management - The Group is exposed to foreign exchange risks due to revenue and purchases denominated in multiple currencies, including Renminbi, US dollars, HK$, and Japanese Yen[137]. - The Group plans to adopt hedging measures to mitigate future foreign exchange risks[137].