此乃要件 請即處理 閣下如對本通函任何方面有任何疑問，應諮詢 閣下之股票經紀或其他註冊證券商、銀行 經理、律師、專業會計師或其他專業顧問。 之一般性授權、 重選退任董事、 修訂組織章程細則 閣下如已將名下上海實業控股有限公司之股份全部售出或轉讓，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經手買賣之銀行、股票經紀或其他代理商，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，並明確表示概不就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。 （於香港註冊成立之有限公司） （股份代號：363） 建議購回股份及發行股份 及 2025年股東週年大會通告 上海實業控股有限公司謹訂於二零二五年五月二十七日（星期二）下午三時正假座香港灣仔 告士打道39號夏慤大廈26號樓本公司會議室舉行2025年股東週年大會。2025年股東週年大 會通告已附載於本通函第16頁至第19頁。 無論台端能否出席大會，務請按照代表委任表格上印列之指示將該表格填妥並儘快交回， 且無論如何最遲須於大會指定舉行時間最少四十八小 ...

2024 環境、社會及管治報告 環境、社會及管治報告 關於本報告 本環境、社會及管治報告（「本報告」）重點披露上海實業控股有限公司（「上實控股」或「我們」）及其附屬公司（統稱 「本集團」）在2024年1月1日至2024年12月31日年度（「本年度」或「報告年度」）的環境、社會及管治方面的表現。 本報告所披露的環境、社會及管治的表現覆蓋中國內地及香港的主要營運業務，包括基建設施（水務相關業 務）、房地產及消費品（煙草業務及印刷業務）行業。 本報告主要參照香港聯合交易所有限公司（「香港交易所」）最新的《香港聯合交易所有限公司證券上市規則》（「《上 市規則》」）附錄C2《環境、社會及管治報告指引》中的強制披露規定及「不遵守就解釋」條文編製。為全面了解上 實控股在環境、社會及管治方面的表現，本報告應與載於本公司二零二四年年報中的《企業管治報告》一併閱 覽。 上實控股的環境、社會及管治的管理理念 本集團深知企業對於可持續發展與社會發展責任重大，秉承平衡業務發展與企業社會責任的宗旨，我們銳意在 日常業務營運和重大商業決策中融入可持續發展的理念。作為一家在香港上市的公司，本集團不僅積極承擔對 社會經濟發展的責任，而且努力肩 ...

Financial Performance - The audited revenue for the fiscal year ending December 31, 2024, was HKD 28.918 billion, a decrease of 11.6% compared to the previous year[16]. - The audited net profit for the same period was HKD 2.808 billion, representing an 18.0% decline year-on-year[16]. - Shareholders' profit attributable to the company was HKD 2.808 billion, down 18.0% compared to the previous year, primarily due to a significant reduction in revenue from property handovers[45]. - The total net profit for the group was HKD 1.081 billion, a decrease of 12.3% year-on-year, while toll revenue increased slightly by 0.2% to HKD 2.029 billion[49]. - The company reported a total operating revenue of HKD 12.44 billion, an increase of 56.4% compared to the previous year[71]. - The net loss for the year was RMB 291 million, a shift from profit in the previous year[70]. - The profit attributable to the company's owners was HKD 2,807,653, down 18.0% from HKD 3,423,695 in the previous year[86]. - The basic earnings per share decreased to HKD 2.582, a decline of 18.0% from HKD 3.149 in 2023[86]. Sector Performance - The infrastructure and environmental business generated a profit of HKD 2.629 billion, an increase of 13.3%, primarily due to a gain of HKD 863 million from the sale of equity related to the Hangzhou Bay Bridge[17]. - The health sector contributed a profit of HKD 54.23 million, with the pharmaceutical group achieving revenue of RMB 274.693 billion, a year-on-year increase of 5.47%[17]. - The real estate sector faced significant challenges, reporting a loss of HKD 236 million, a shift from profit due to reduced revenue from property handovers[18]. - The consumer goods sector contributed a profit of HKD 643 million, reflecting a substantial increase of 71.8% year-on-year[18]. - The tobacco segment recorded a revenue of HKD 2.182 billion, representing a year-on-year growth of 20.2%, with net profit increasing by 86.0% to HKD 560 million[81]. Dividend and Shareholder Returns - The total proposed dividend for the year is HKD 0.94 per share, maintaining the same level as the previous year, with a payout ratio of 36.4%[17]. - The company maintained a dividend payout ratio of 36.4%, up from 30% in the previous year, with total dividends per share remaining at HKD 0.94[98]. Strategic Focus and Market Position - The company is focusing on expanding its market share in water treatment and resource utilization, aiming to solidify its leading position in China's water and environmental industry[17]. - The company continues to implement its strategy centered around the Yangtze River Delta economic region, despite market fluctuations[18]. - The company plans to continue expanding its core businesses while actively exploring new business opportunities and international markets[25]. - The company aims to enhance operational efficiency and quality through the integration of new information technologies in water management, with a benchmark sewage treatment project set to commence commercial operations in January 2025[22]. Government and Policy Impact - The environmental sector is expected to benefit from ongoing government policies promoting carbon reduction and green transformation, providing significant development opportunities[22]. - The company anticipates ongoing support from the government for green infrastructure and sustainable development, which will expand industry growth opportunities[32]. - The Chinese economy is projected to grow by 5% in 2024, with favorable policies for the environmental industry expected to improve cash flow and create significant development opportunities[55]. Corporate Governance and Management - The board is committed to enhancing corporate governance to improve management efficiency and operational effectiveness[111]. - The company has established a board diversity policy to ensure a balance of skills, experience, and perspectives among board members[117]. - The company has implemented a procedure for directors to seek independent professional advice to assist in fulfilling their responsibilities[123]. - The company has a remuneration committee that reviews and sets the remuneration of directors based on market standards[126]. - The company has established a code of conduct for securities trading, which all directors and relevant employees confirmed compliance with in 2024[128]. Operational Efficiency and Risk Management - The company aims to enhance product delivery capabilities and quality service assurance while optimizing organizational structure and operational systems for future growth[84]. - The company maintains a risk management and internal control system, with internal audits conducted on a rolling three-year basis[153]. - The company has implemented significant risk management measures[70]. Employee and Leadership - The company has a total of 19,561 employees as of December 31, 2024, with a gender ratio of 58:42, indicating a reasonable balance in gender diversity[117]. - The company emphasizes the importance of experienced leadership in driving strategic initiatives and operational efficiency[176][180][181]. Investment and Financial Position - The total asset value of the company reached HKD 168.5 billion as of December 31, 2024[39]. - The total borrowings amount to approximately HKD 59.49 billion, with 65.6% being unsecured credit facilities, a decrease from 77.5% in the previous year[102]. - The group holds bank deposits and cash equivalents totaling HKD 28.51 billion, an increase from HKD 27.79 billion the previous year[106].

Summary of the Conference Call Company and Industry Overview - The conference call pertains to a listed company involved in multiple sectors including infrastructure, environmental protection, health, real estate, and consumer goods [1][2][3]. Key Financial Performance - The company reported a decline in overall profits, primarily due to a significant drop in revenue from the real estate sector, which recorded a loss of 236 million RMB [3][6]. - Infrastructure and environmental protection business generated a profit of 2.629 billion HKD, an increase of 13.3% year-on-year, contributing 85.1% to the company's net profit [2][3]. - Consumer goods business saw a substantial profit increase of 71.8%, contributing 6.43 billion HKD to the overall profit [3][20]. Business Segment Insights - Real estate sector faced challenges with a 40% drop in sales, leading to a significant negative impact on overall performance [7][8]. - The company is focusing on core urban areas for real estate development, particularly in first-tier cities, and is exploring new business models such as long-term rental apartments [9][11]. - The consumer goods segment, particularly tobacco, is experiencing a recovery post-pandemic, with a strong emphasis on international market expansion [3][21]. Strategic Outlook - The company aims to enhance operational efficiency and accelerate digital transformation in its infrastructure projects [4]. - Future strategies include optimizing real estate asset management and exploring innovative product launches in the consumer goods sector [4][10]. - The management is cautious about the real estate market and is implementing a prudent approach to asset valuation and impairment [6][19]. Market Conditions and Challenges - The overall economic environment for 2024 is expected to be complex, with ongoing challenges in the real estate market impacting financial performance [1][6]. - The management anticipates significant challenges ahead but remains committed to strategic optimization and focusing on green and health-oriented initiatives [7][19]. Additional Considerations - The company is exploring potential capital operations and business layouts to improve financial stability and performance [19][20]. - There is a focus on enhancing the management capabilities in commercial operations and exploring REITs for real estate assets [11][13]. - The company is also investing in biotechnology and environmental health sectors through partnerships and funds to align with future growth opportunities [17][18]. Conclusion - The conference highlighted the company's resilience in navigating a challenging market while focusing on strategic growth areas and operational improvements across its diverse business segments [1][25].

（於香港註冊成立之有限公司） （股份代號：363） 根據上市規則第 14.36 條刊發的公告 修訂可交換債券的條款及條件 本公告乃根據香港聯合交易所有限公司證券上市規則（「上市規則」）第 14.36 條刊發。 茲提述上海實業控股有限公司（「本公司」）日期為二零二三年十月五日有關本公司認購由 臻達發展有限公司（「臻達」）發行總金額為 1,637,000,000 港元的可交換債券（「可交換債 券」）的公告（「可交換債券公告」）。除另有界定者外，本公告所用詞彙與可交換債券公 告所界定者具有相同涵義。認購可交換債券事項已於二零二三年十月十九日完成。 於二零二五年四月九日（交易時段後），本公司與臻達及李女士在考慮各方的實際情況後， 經公平磋商及相互協定而訂立修訂協議（「修訂協議」），據此可交換債券的若干條款有所 改動（「可交換債券之修訂」），並於下文作更具體的說明。 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分內容而產生或倚賴該等內容而引致之任何損失承擔任 何責任。 I. 臻達自願提前贖回 1 (1) 臻達可於可交換 ...

Core Viewpoint - Shanghai Industrial Holdings (00363) maintains a high dividend payout ratio of 36.4% and an attractive dividend yield of 8% in 2024, despite a challenging macroeconomic environment, demonstrating a commitment to shareholder returns [1][10] Financial Performance - The company reported a revenue of HKD 28.918 billion, gross profit of HKD 7.9 billion, and net profit attributable to shareholders of HKD 2.808 billion for 2024, with gross and net profit margins of 27.32% and 9.71% respectively [1] - Earnings per share (EPS) stood at HKD 2.582, with a final dividend of HKD 0.52 per share and an annual dividend of HKD 0.94 per share [1] Business Segments - The company operates in four main sectors: infrastructure and environmental protection, real estate, consumer goods, and health, leveraging strong cash flow capabilities to enhance shareholder returns [1][10] - Infrastructure and environmental protection generated revenue of HKD 10.263 billion, maintaining stability with a revenue share increase of 3.7 percentage points to 35.5% [2] - Real estate revenue was HKD 15.152 billion, experiencing a decline in revenue share to 52.4% due to industry challenges, while consumer goods revenue grew by 9.4% to HKD 3.503 billion, increasing its revenue share by 2.3 percentage points to 12.1% [2] Profit Structure - The infrastructure and environmental protection segment contributed HKD 26.3 billion to net profit, with a compound annual growth rate (CAGR) of 16.9% over the past three years, accounting for 85% of total profit [3] - The consumer goods segment saw a profit of HKD 6.43 billion, growing by 71.5% with a CAGR of 44% over three years, contributing 20.8% to total profit [3] Cash Flow and Financial Stability - The company reported a net profit margin of 9.7% for 2024, with cash and cash equivalents exceeding HKD 20 billion, and total bank deposits reaching HKD 28.514 billion [6] - Capital expenditures are being approached cautiously, with signed capital commitments of HKD 3.338 billion, a decrease of HKD 4.882 billion compared to the previous year [6] Strategic Focus - The company is focusing on long-term growth in the infrastructure and environmental sectors, particularly in water treatment and waste management, aligning with dual carbon policies and energy transition opportunities [7][8] - The health sector is also a strategic focus, with the potential for significant growth driven by national health policies [9] Investment Appeal - The company has a strong track record of dividends, with a total of 53 distributions since 2000, amounting to HKD 21.382 billion, which is 1.67 times its market value [13] - The current price-to-book (PB) ratio is 0.27 and the price-to-earnings (PE) ratio is 4, indicating significant undervaluation compared to industry peers [13]

Core Viewpoint - Shanghai Industrial Holdings (00363.HK) reported a decline in overall revenue and profit for the fiscal year 2024, primarily due to reduced revenue recognition from property handovers and a high base effect from the previous year [1] Financial Performance - Total revenue for the year was HKD 28.918 billion, a decrease of 11.6% year-on-year [1] - Shareholders' profit was HKD 2.808 billion, down 18.0% compared to the previous year [1] - The board proposed a final dividend of HKD 0.52 per share, with a total annual dividend of HKD 0.94 per share, resulting in a payout ratio of 36.4% [1] Business Segments - Infrastructure and environmental business recorded a profit of HKD 2.629 billion, an increase of 13.3% year-on-year, contributing approximately 85.1% to the group's net profit [1] - The toll road segment saw a stable increase in traffic volume and toll revenue, with a 1.3% rise in overall traffic volume and a 0.2% increase in toll revenue to HKD 2.029 billion [1] Environmental Business - Shanghai Industrial Environment Holdings reported a revenue of RMB 7.596 billion, a slight increase of 0.3%, and a profit of RMB 605 million, up 0.2% year-on-year [2] - The company added four new wastewater treatment projects with a total design capacity of 445,000 tons per day [2] Strategic Initiatives - The company sold a 23.06% stake in the Hangzhou Bay Bridge for RMB 1.864 billion, using part of the proceeds to subscribe for REIT shares, which is expected to enhance investment returns [2] - The Hangzhou Bay Bridge public infrastructure REIT successfully listed, achieving the highest subscription multiples and premiums in nearly two years [2] Future Outlook - The chairman expressed optimism about new development opportunities in 2025, driven by China's economic resilience and policy support [1] - The company plans to focus on innovation and smart transformation to elevate its business [1] Real Estate Sector - The real estate segment reported a loss of HKD 236 million, a shift from profit due to decreased revenue from property handovers [3] - The company is adopting a cautious approach in the real estate market, which is undergoing significant adjustments, and is exploring new business models such as long-term rental apartments and REITs [3] Consumer Goods Sector - The consumer goods segment contributed HKD 643 million in profit, a significant increase of 71.8% year-on-year, accounting for approximately 20.8% of the group's net profit [4] - Nanyang Brothers Tobacco Company reported revenue and net profit of HKD 2.182 billion and HKD 560 million, respectively, with year-on-year increases of 20.2% and 86.0% [4]

Core Viewpoint - Shanghai Industrial Holdings (00363) reported a revenue of HKD 28.918 billion and a net profit of HKD 2.808 billion for the fiscal year 2024, with earnings per share at HKD 2.582 and a final dividend of HKD 0.52 per share [1] Group 1: Infrastructure and Environmental Business - The infrastructure and environmental business generated a profit of HKD 2.629 billion, representing a 13.3% increase from the previous year, primarily due to the sale of equity during the public infrastructure investment fund (REIT) issuance for the Hangzhou Bay Bridge, contributing approximately 85.1% to the group's net profit [1] - The company continues to align with national strategies, focusing on water treatment and resource utilization to expand market share and enhance efficiency, solidifying its leading position in China's water and environmental industry [1] Group 2: Healthcare Business - The healthcare segment reported a profit of HKD 54.23 million, accounting for about 1.8% of the group's net profit. Shanghai Pharmaceuticals (Group) Co., Ltd. achieved a revenue of RMB 274.693 billion, a 5.5% increase year-on-year, while net profit decreased by 11.98% to RMB 870 million, mainly due to a reduction in net gains from the disposal of non-listed assets [1] - Shanghai Pharmaceuticals holds a 19.348% stake in Shanghai Pharmaceuticals Holding Co., Ltd., making it the largest single A-share shareholder [1] Group 3: Real Estate Business - The real estate segment incurred a loss of HKD 236 million, a shift from profit to loss compared to the previous year, contributing approximately -7.7% to the group's net profit, primarily due to a significant decrease in revenue from property handovers [2] - The "Shanghai Industrial Haishang Bay" project, in which the company holds a 49% stake, had previously provided substantial profit contributions through property revenue recognition [2] Group 4: Consumer Goods Business - The consumer goods segment contributed a profit of HKD 643 million, a 71.8% increase from the previous year, accounting for about 20.8% of the group's net profit [2] - The macroeconomic environment remains complex, with the consumer goods market showing moderate recovery, driven by Nanyang Brothers Tobacco Co., Ltd.'s proactive market strategies and sales growth [2] - Yongfa Printing Co., Ltd. achieved steady performance improvements through enhanced asset operation efficiency and recovery in the cigarette packaging business [2]

EF001 其他信息 其他信息 不適用 發行人董事 於本公告日期，本公司董事會成員包括四位執行董事，分別為冷偉青女士、張芊先生、姚嘉勇先生及徐有利先生；兩位獨立非執行 董事，分別為梁伯韜先生及袁天凡先生。 第 2 頁 共 2 頁 v 1.1.1 | 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 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。 | | | --- | --- | | 股票發行人現金股息公告 | | | 發行人名稱 | 上海實業控股有限公司 | | 股份代號 | 00363 | | 多櫃檯股份代號及貨幣 | 不適用 | | 相關股份代號及名稱 | 不適用 | | 公告標題 | 截至二零二四年十二月三十一日止的末期股息 | | 公告日期 | 2025年3月27日 | | 公告狀態 | 新公告 | | 股息信息 | | | 股息類型 | 末期 | | 股息性質 | 普通股息 | | 財政年末 | 2024年12月31日 | | 宣派股息的報告期末 | 2024年12月31日 | | 宣派股息 ...

Financial Performance - The audited revenue for the year ended December 31, 2024, was HKD 28.918 billion, a decrease of 11.6% compared to the previous year, with a net profit of HKD 2.808 billion, down 18.0% year-on-year[3]. - The company's revenue for the year ending December 31, 2024, was approximately HKD 28.91 billion, a decrease of 11.6% compared to the previous year due to reduced property sales[72]. - The net profit attributable to the owners of the company for 2024 was HKD 2,807,653,000, compared to HKD 3,423,695,000 in 2023, representing a decline of 18%[64]. - The company reported a total comprehensive income of HKD 402,982 for 2024, down from HKD 1,886,077 in 2023[48]. - The net profit for the year was HKD 3,002,324, representing a decline of 33.5% compared to HKD 4,525,667 in 2023[48]. - Gross profit for the same period was HKD 7,901,102, down 38.1% from HKD 12,789,693 in 2023[47]. - The overall gross profit margin decreased by 11.8 percentage points compared to 2023, mainly due to a higher proportion of lower-margin property projects in revenue[76]. Dividends - The company proposed a final dividend of HKD 0.52 per share, maintaining the total annual dividend at HKD 0.94 per share, with a payout ratio of 36.4%[3]. - The total dividend for 2024 is proposed at HKD 0.94 per share, maintaining the same level as 2023, with a payout ratio of 36.4% compared to 30% in the previous year[76]. Business Segments - The infrastructure and environmental business reported a profit of HKD 2.629 billion, an increase of 13.3%, primarily due to the sale of equity related to the Hangzhou Bay Bridge REIT, contributing approximately 85.1% to the group's net profit[4]. - The group’s toll roads reported a total net profit of HKD 1.081 billion, a decrease of 12.3%, with toll revenue of HKD 2.029 billion, a slight increase of 0.2%[8]. - The consumer goods segment contributed HKD 643 million to profits, a 71.8% increase year-on-year, representing approximately 20.8% of the group's net profit[27]. - The real estate business reported a loss of HKD 236 million in 2024, a significant decline from profitability in the previous year, accounting for approximately -7.7% of the group's net profit[23]. - The company reported a decrease in the revenue from the real estate segment, which fell to HKD 15,152,043,000 in 2024 from HKD 19,096,395,000 in 2023, a drop of 20.5%[61]. Growth and Expansion - The water and solid waste business experienced rapid growth, with ongoing efforts to seek quality investment projects in the environmental sector[11]. - The company added four new projects in Hubei, Shandong, Guangxi, and Hunan, with a total design processing capacity of 445,000 tons per day[13]. - Nanyang Tobacco's Malaysian production project achieved mass production this year, with sales increasing by 344.9% year-on-year, reflecting successful international market expansion efforts[29]. - The company plans to continue focusing on market expansion and new product development to drive future growth[61]. Market Conditions and Outlook - In 2024, China’s GDP is expected to grow by 5% as the economy continues to recover, with favorable policies for the environmental protection industry being introduced[14]. - Looking ahead to 2025, the company anticipates continued opportunities in the Chinese market driven by government support for consumption and environmental policies[33]. - The real estate sector is expected to remain under a loose policy environment, with the company closely monitoring government policies and market trends to adjust operational strategies accordingly[34]. Financial Position - Total assets as of December 31, 2024, were HKD 128,343,954, a decrease from HKD 131,886,956 in 2023[50]. - The total liabilities increased to HKD 90,219,363,000 in 2024 from HKD 101,851,509,000 in 2023, reflecting a reduction of 11.5%[62]. - The company’s total loans amounted to approximately HKD 59.49 billion as of December 31, 2024, an increase from HKD 58.69 billion in 2023, with 65.6% being unsecured credit[79]. - Current liabilities decreased to HKD 40,168,739 from HKD 47,424,656 in 2023, indicating improved liquidity management[50]. - Trade receivables increased to HKD 7.14 billion in 2024 from HKD 5.78 billion in 2023, with a provision for credit losses of HKD 376.35 million[68]. Operational Efficiency - The company is committed to enhancing its digital capabilities and improving production quality and cost control through technological innovation and capacity upgrades[36]. - The company plans to focus on enhancing product delivery capabilities and quality service assurance while optimizing organizational structure and integrating cross-regional business operations[31]. - Yongfa Printing is actively cultivating new business opportunities in niche markets, including supporting clients with new QR code requirements and providing anti-counterfeiting packaging technology[36]. Compliance and Standards - The group has adopted new Hong Kong Financial Reporting Standards (HKFRS) effective from January 1, 2024, including HKFRS 16 related to lease liabilities from sale and leaseback transactions[53]. - The group does not expect significant impact on its financial position and performance from the newly issued HKFRS and amendments that are not yet effective[55]. - The company has complied with all provisions of the Corporate Governance Code as of December 31, 2024[43].