NOLTH NORTH MINING SHARES COMPANY LIMITED 北方礦業股份有限公司 (於百慕達註冊成立之有限公司) (股份代號：433) 公司資料 | --- | --- | |------------------------|-------------------------------------------| | | | | 董事 | 註冊辦事處 | | 執行董事 | Clarendon House | | 楊英民 | 2 Church Street | | （主席兼行政總裁） | Hamilton HM 11 | | 錢一棟 | Bermuda | | （副主席） | | | 沈健 | 總辦事處及主要營業地點 | | 黃志丹 | 香港 | | | 灣仔 | | 獨立非執行董事 | 杜老誌道 6 號 | | 石文豪 沈鳴杰 | 群策大廈 20 樓 2004–05 室 | | 馮嘉偉 | | | | 主要股份過戶登記處 | | 授權代表 | MUFG Fund Services (Bermuda) Limited | | | | | 楊英民 | 4th Floor North Ced ...

香港交易及結算所有限公司及香港聯合交易所有限公司（「聯交所」）對本公佈的內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公佈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。 NORTH MINING SHARES COMPANY LIMITED （於百慕達註冊成立之有限公司 ） 北方礦業股份有限公司 （股份代號：433） 截至二零二四年六月三十日止六個月 中期業績公佈 北方礦業股份有限公司（「本公司」）董事（「董事」）會（「董事會」）謹此公佈本公 司及其附屬公司（統稱「本集團」）截至二零二四年六月三十日止六個月之未經 審核簡明綜合中期業績，連同二零二三年同期之比較數字： – 1 – 未經審核簡明綜合損益表 截至二零二四年六月三十日止六個月 | --- | --- | --- | --- | |----------------------------------------|-------|-------------------------------------------------------------|------------------------- ...

The engagement partner on the audit resulting in this independent auditor's report is Mr. Chan Wai Nam, William with Practising Certificate number P05957. 我們通過與管治層溝通，確定那些是本期綜 合財務報表審核工作的最重要事項，即關鍵 審計事項。除非法律或法規不容許公開披露 該事項或在極罕有的情況下，我們認為披露 該事項可合理預期的不良後果將超過公眾知 悉該事項的利益而不應在報告中予以披露， 否則我們會在本核數師報告中描述該事項。 出具本獨立核數師報告的審核項目董事為陳 偉楠先生，執業證書編號為P05957 。 | --- | --- | |------------------------------|------------------------------| | | | | Elite Partners CPA Limited | 開元信德會計師事務所有限公司 | | Certified Public Accountants | 執業會計師 | | H ...

香港交易及結算所有限公司及香港聯合交易所有限公司（「聯交所」）對本公佈之內容概不負責， 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佈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。 本公佈僅供參考，並不構成收購、購買或認購本公司證券之邀請或要約。 NORTH MINING SHARES COMPANY LIMITED （於百慕達註冊成立之有限公司 ） 北方礦業股份有限公司 （股份代號：433） 有關截至二零二三年十二月三十一日止年度之 全年業績公佈的 澄清公佈 謹此提述北方礦業股份有限公司（「本公司」）日期為二零二四年三月三十一日 的公佈，內容有關本集團截至二零二三年十二月三十一日止年度之綜合業績（「該 公佈」）。除另行界定者外，本公佈所用詞彙與該公佈所用詞彙具有相同涵義。 本公司謹此澄清該公佈中出現的兩處不慎之文字錯誤：(i)每股虧損 — 基本， 港仙及每股虧損 — 攤薄，港仙應為「(43.09)」（而非「(10.14)」）；及(ii)普通股加權 平均數應為「3,788,828,000」（而非「16,103,157,000」）。 – 1 – 除本公佈上文所披露者外，該 ...

Revenue and Profitability - Revenue for the year 2023 was HK$1,533,714 thousand, compared to HK$1,295,666 thousand in 2022, representing an increase of 18.4%[3] - Gross profit for 2023 was HK$92,407 thousand, a significant decrease from HK$187,081 thousand in 2022, reflecting a 50.6% decline[3] - Operating loss for 2023 was HK$1,640,570 thousand, compared to HK$105,864 thousand in 2022, indicating a substantial deterioration[3] - Net loss for the year 2023 was HK$1,759,872 thousand, a significant increase from HK$246,058 thousand in 2022[3] - The company recorded a net loss of HKD 1,759,872,000 for the year ended December 31, 2023, compared to a net loss of HKD 246,058,000 in the previous year[29] - Total comprehensive expenses for the year amounted to HKD 1,753,633,000, up from HKD 237,230,000 in 2022[31] - The company reported a net loss attributable to owners of 1,632,535 thousand HKD in 2023, significantly higher than the 162,643 thousand HKD loss in 2022[50] - The company's revenue for the year ended December 31, 2023, was approximately HKD 1,533,714,000, an increase of 18.37% compared to HKD 1,295,666,000 in the previous year[88] - The company recorded a loss attributable to owners of approximately HKD 1,632,535,000 for the year ended December 31, 2023, a significant increase from the loss of HKD 162,643,000 in the previous year[88] - The company's total loss before tax was 245,894 thousand HKD in 2022, with a tax expense of 164 thousand HKD[59] - The company's total loss for the year 2022 was 246,058 thousand HKD, with a significant portion attributed to financing costs of 140,030 thousand HKD[59] R&D and Operating Costs - R&D costs increased to HK$46,464 thousand in 2023, up from HK$32,048 thousand in 2022, a 44.9% rise[3] - Depreciation and amortization expenses increased to HKD 80,157,000 in 2023 from HKD 67,779,000 in the previous year[44] - Capital expenditures decreased significantly to HKD 12,811,000 in 2023 from HKD 154,490,000 in 2022[44] - The company's cash outflow for 2023 was approximately HKD 6,275,000, compared to HKD 496,000 in 2022, primarily due to increased cash outflows from operating activities[106] Corporate Governance and Board Changes - The company has appointed new independent non-executive directors and restructured its board committees to enhance corporate governance[8] - The company has adopted a board diversity policy and is committed to regularly reviewing and improving its corporate governance practices[14] - The audit committee, consisting of three independent non-executive directors, has reviewed the financial statements for the year ended December 31, 2023[17] Mining Operations - The company expects its mining operations to resume in 2024, which is anticipated to generate positive cash flow and improve liquidity[11] - The company's mining business did not generate any revenue in 2023, compared to HKD 221,332,000 in 2022, due to the lack of production of molybdenum concentrate[91] - The company's mining license was successfully renewed until February 22, 2034, allowing for the resumption of mining activities once the safety production license is obtained[90] - The company's mining business is expected to fully resume operations in the second half of 2024, pending the issuance of the safety production license[90] - The company's mining business assets, including mining rights and property, plant, and equipment, amounted to approximately HKD 1,279,188,000 as of December 31, 2023[94] - Impairment losses for mining rights and property, plant, and equipment were approximately HKD 51,560,000 and HKD 30,820,000, respectively, due to delayed resumption of operations[96] Chemical Trading Business - Revenue from chemical trading business was HKD 1,533,714,000 for the year ended December 31, 2023[41] - The chemical trading segment reported a loss of HKD 79,898,000 for the year[41] - The company's total revenue from chemical sales reached 1,533,714 thousand HKD in 2023, compared to 1,074,334 thousand HKD in 2022, a 42.8% increase[51] - The chemical trading business generated revenue of approximately HKD 1,533,714,000 in 2023, a significant increase from HKD 1,074,334,000 in 2022[97] - Impairment losses for property, plant, and equipment, and right-of-use assets in the chemical business were approximately HKD 790,000 and HKD 149,000, respectively, due to continued losses and a low gross margin of 6.03%[101] Financial Position and Liabilities - The company's total assets decreased to HKD 1,758,947,000 as of December 31, 2023, from HKD 2,017,000,000 in the previous year[35] - Total liabilities stood at HKD 2,096,113,000 as of December 31, 2023, compared to HKD 3,523,078,000 in 2022[37] - The company's net current liabilities were HKD 1,520,388,000 as of December 31, 2023, an improvement from HKD 2,854,163,000 in the previous year[37] - The company's net debt position was HKD 337,166,000 as of December 31, 2023, an improvement from HKD 1,506,078,000 in the previous year[37] - The company's total assets decreased to 1,758,947 thousand HKD in 2023 from 2,017,000 thousand HKD in 2022, a 12.8% decline[61] - The company's total liabilities decreased to 2,096,113 thousand HKD in 2023 from 3,523,078 thousand HKD in 2022, a 40.5% reduction[61] - The company recognized a debt restructuring loss of approximately 1,343,925 thousand HKD in 2023 due to a debt restructuring agreement with creditors[67] - The company's total liabilities exceeded its total assets by HKD 337,166,000 as of December 31, 2023, raising concerns about its ability to continue as a going concern[87] - The company's total liabilities decreased to approximately HKD 2,096,113,000 in 2023 from HKD 3,523,078,000 in 2022, while equity attributable to owners improved to a deficit of HKD 39,972,000 from a deficit of HKD 1,326,499,000[107] - The company's total liabilities from bank loans and other borrowings decreased from HKD 1,342,265,000 in 2022 to HKD 696,948,000 in 2023[113] Debt and Capital Structure - The company's debt-to-capital ratio increased to 52.44 in 2023 from 2.66 in 2022, mainly due to successful debt restructuring and capital reorganization[107] - The company's current ratio improved to 0.17 in 2023 from 0.12 in 2022, reflecting successful debt restructuring efforts[106] - The company's bank loans and other borrowings decreased to approximately HKD 669,415,000 in 2023 from HKD 1,325,375,000 in 2022, reflecting reduced debt levels[109] - The company's total bank loans and other borrowings amounted to HKD 696,948,000 as of December 31, 2023, with interest rates ranging from 6.09% to 15%[113] - The company successfully converted HKD 250,000,000 of convertible bonds into shares on September 29, 2023, along with accrued interest[110] - The company's restructuring plan was approved by the majority of creditors on August 28, 2023, and subsequently by the High Court on September 15, 2023[121] - The company issued 11,086,710,827 new shares to a plan company, which will hold the shares in trust for the benefit of creditors[123] Accounts Receivable and Payable - The company's accounts receivable and bills decreased to HKD 116,001,000 in 2023 from HKD 9,468,000 in 2022, with a credit loss provision of HKD 2,485,000[74] - The company's expected credit loss rate for accounts receivable was 36.40% in 2023, consistent with the range of 36.40% to 38.00% in 2022[80] - The company's accounts receivable aged 0-30 days increased significantly to HKD 22,883,000 in 2023 from HKD 9,462,000 in 2022[82] - The company's total accounts payable and bills amounted to HKD 373,998,000 in 2023, compared to HKD 286,444,000 in 2022[84] - The company's inventory decreased to approximately HKD 156,176,000 in 2023 from HKD 271,949,000 in 2022, while accounts receivable and bills remained stable at HKD 116,001,000[109] Share Issuance and Equity - The company issued a total of 256,410,256 new shares at a subscription price of HKD 0.156 per share, raising a total of HKD 40,000,000 from investor subscriptions[123] - The company completed the transfer of 51% equity in a target company on March 28, 2024, following a share transfer agreement signed on January 19, 2024[114] Employee and Dividend Information - The company employed 659 full-time employees as of December 31, 2023, a decrease from 708 employees in 2022[116] - The company did not pay any dividends for the year ended December 31, 2023[117] - The company did not engage in any hedging activities or speculative foreign exchange transactions during the year[111] Miscellaneous - The company has applied for the resumption of trading on the Hong Kong Stock Exchange starting from October 3, 2023[6] - Revenue from external customers in China increased to 1,533,714 thousand HKD in 2023, up from 1,295,666 thousand HKD in 2022, representing an 18.4% growth[45] - The company's deferred tax liabilities decreased to (12,891) thousand HKD in 2023 from 164 thousand HKD in 2022[69]

NOLTH 中 期 報 告 2023 獲委任·後於二零二二年四月一日辭任) www.northmining.com.hk 1 整體財務表現 業務回顧 本集團的採礦業務主要包括於中國開採及勘探組精粉。我們的銀精粉產自本集團的非全資附屬 公司陝西省洛南縣九龍礦業有限公司(「九龍礦業」)經營之組礦場。我們的組礦場生產的銀精粉 的品位為約45%–50%。 北方礦業股份有限公司（清盤中）/ 2023 中期報告 探礦業務的表現 謹此提越日期為二零二三年二月十日之公佈·中華人民共和國自然資源部於二零二三年二月十 日向本公司授予及發出採礦牌,成功重續後採礦牌照之有效期將直至二零三四年二月二十二 日。採礦牌照為本集團進行鋁礦場之採礦活動所需之重大牌照。 North Mining Shares Company Limited (In Liquidation) 北方礦業股份有限公司 (清盤中) (於百慕遴註冊成立之有限公司) (股份代號：433) 公司資料 | --- | --- | |----------------------------------------|-------------------------------- ...

NORTH MINING SHARES COMPANY LIMITED 北方礦業股份有限公司 （於百慕達註冊成立之有限公司） （股份代號：433） 北 方 礦 業 股 份 有 限 公 司（「本 公 司」）董 事（「董 事」）會（「董 事 會」）謹 此 公 佈 本 公 司 及 其 附 屬 公 司（統 稱「本 集 團」）截 至 二 零 二 三 年 六 月 三 十 日 止 六 個 月 之 未 經 審 核 簡 明 綜 合 中 期 業 績，連 同 二 零 二 二 年 同 期 之 比 較 數 字： | --- | --- | --- | --- | |------------------------------------------------------------------------------------|---------|-------------------------------------------------------------------------|----------------------------------------------------------------| | | ...

Report of the Directors 北方礦業股份有限公司 2022 年報 27 Save as disclosed above, the Directors and chief executive of the Company were not aware of any persons who, as at 31 December 2022, had an interest or short position in the shares or underlying shares of the Company as recorded in the register required to be kept under Section 336 of the SFO and/or, who was, directly or indirectly, interested in 5% or more of the nominal value of the issued share capital carrying rights to vote in all circumstances at general m ...

NORTH MINING SHARES COMPANY LIMITED 北方礦業股份有限公司 （清盤中） （於百慕達註冊成立之有限公司） （股份代號：433） 本 公 佈 乃 由 北 方 礦 業 股 份 有 限 公 司（清 盤 中）（「本 公 司」，連 同 其 附 屬 公 司 統 稱「本 集 團」）作 出，以 宣 佈 本 集 團 截 至 二 零 二 二 年 十 二 月 三 十 一 日 止 年 度 之 經 審 核 業 績（「全 年 業 績」）。 – 1 – | --- | --- | --- | --- | |--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- ...

Revenue and Financial Performance - Revenue from continuing operations for the year ended 31 December 2021 was approximately HK$1,350,367,000, representing a 107.46% increase compared to the previous year's HK$650,915,000[19][32] - The increase in revenue was primarily driven by higher revenue from the company's mining operations and chemical trading operations compared to the previous year[19][32] - The Group recorded a loss attributable to owners of approximately HK$359.90 million for the year ended 31 December 2021, a decrease of 86.17% compared to the previous year, primarily due to no impairment or write-offs of assets and increased revenue[55] - The Group recorded a cash inflow of approximately HK$3,360,000 in 2021, compared to HK$1,935,000 in 2020, primarily due to increased cash inflow from operating activities[68] - The Group's current ratio decreased to approximately 0.15 in 2021 from 0.19 in 2020, mainly due to a provision for environmental and resource tax of approximately HK$105,428,000[68] - The Group's debt to equity ratio improved to a deficit of approximately 2.97 in 2021 from 3.58 in 2020, driven by an increase in loss attributable to the owners of the Company[68] - No dividend was recommended for the year ended 31 December 2021[72] - The Company did not pay any dividends for the year ended 31 December 2021, consistent with 2020[131] Mining Operations - The company has two mineral mines: a Molybdenum Mine and a Potassium Feldspar Mine[20] - The mining license for the Molybdenum Mine has been renewed and is valid until 22 February 2034[7] - Despite the halt in mining activities, the company has been able to process mined ore in stock into molybdenum concentrate for sales to customers[7] - The demand for molybdenum in China is expected to continue increasing due to the transformation of the steel industry and the production of high-quality special steel[3] - The company expects the molybdenum market to continue improving in 2022[3] - Molybdenum concentrate production was halted in 2021 due to expired exploitation licenses, with no production recorded (2020: Nil)[33] - The average selling price of molybdenum concentrate increased to HK$81,977 per tonne in 2021, up from HK$58,431 per tonne in 2020[33] - Mining operations generated revenue of HK$179,534,000 in 2021, with HK$143,471,000 from molybdenum concentrate sales and HK$36,063,000 from sulfuric acid and iron concentrate sales[33] - Gross profit margin for mining operations rose to 32.49% in 2021, a significant increase from 12.38% in 2020, driven by higher molybdenum concentrate prices[33] - The potassium feldspar mine has estimated resources of 63.2 million tonnes (indicated) and 40.5 million tonnes (inferred), but generated no revenue in 2021[36] - Major assets in mining operations as of 31 December 2021 were valued at approximately HK$1,408,810,000, with no impairment recognized[39] - The Group's mining operations were hindered by financial difficulties and the expiry of the molybdenum mine license, but efforts to renew the license were confirmed by the relevant government department in April 2022[60] - The mining license has been successfully renewed and is valid until 22 February 2034, granted by the Ministry of Natural Resources of the PRC on 10 February 2023[160] Chemical Trading Operations - Chemical trading operations contributed HK$1,170,833,000 in revenue and HK$4,669,000 in segment profit for 2021[39] - The Group disposed of a non-fully owned subsidiary engaged in mineral resources trading in April 2021, which was a minor business segment[39] - The Company discontinued its mineral resources trading operations during the year[139][141] Financial Position and Liabilities - Current assets as of 31 December 2021 were approximately HK$460.37 million, with cash and cash equivalents at HK$20.73 million, inventories at HK$236.89 million, and prepayments, deposits, and other receivables at HK$185.36 million[47] - Current liabilities as of 31 December 2021 were approximately HK$3,091.04 million, including bank loans and other borrowings of HK$1,388.38 million, trade and bill payables of HK$273.54 million, and other payables and accruals of HK$891.36 million[47] - The Group entered into a standstill deed to convert a HK$250 million convertible bond into a bond at 100% of its principal amount with Sfund International[47] - As of 31 December 2021, the Group had outstanding bank loans and other borrowings of approximately HK$1,399,387,000, a decrease from HK$1,441,716,000 in 2020[68] - The Group's bank loans and other borrowings were secured by guarantees, pledged property, plant, equipment, and prepaid land leases, with effective interest rates ranging from 6.09% to 30% per annum[72] Corporate Governance and Leadership Changes - Ms. Guo Xiao Ying was appointed as the chairman of the Remuneration Committee effective 9 November 2021 but resigned as an independent non-executive director and committee member effective 1 April 2022[51] - Mr. Zhao Jian resigned as an executive Director and chairman of the Remuneration Committee effective 21 October 2021[102] - Mr. Shen Jian was appointed as an executive Director and member of the Remuneration Committee effective 9 November 2021[102] - Mr. Wong Wai Chun Alex resigned as an independent non-executive Director and chairman of the Audit Committee effective 15 December 2021[102] - Mr. Zhang Jia Kun resigned as an executive Director and member of the corporate governance and financial reporting committees effective 19 January 2022[102] - Dato Dr. Cheng Chak Ho Tony resigned as an independent non-executive Director and member of the Audit, Remuneration, and corporate governance committees effective 1 April 2022[102] - The Audit Committee chairman position is vacant, and the number of independent non-executive directors and Audit Committee members is below the minimum requirement as per Listing Rules 3.10(1) and 3.21[127] - The process of identifying suitable candidates to fill vacancies was halted due to the company being ordered to wind up on 16 May 2022[128] - The company has faced challenges in filling vacancies due to a court-ordered liquidation on 16 May 2022[152] Liquidation and Legal Proceedings - The Company was ordered to undergo liquidation by the Hong Kong Court of First Instance on 18 July 2022, with joint and several liquidators appointed[50] - The Company was ordered to be wound up by the High Court of Hong Kong on 16 May 2022, with the Official Receiver appointed as the Provisional Liquidator[74] - The Company submitted a resumption proposal to the Stock Exchange on 27 September 2022, outlining actions to fulfill resumption conditions, including capital reorganization and fund injection by Huatune Corporation[100] Environmental and Safety Management - The company is continuously improving management rules and strengthening supervision in safety and environmental protection, allocating more funds for technology and equipment upgrades to promote energy saving and emission reduction[124] - The company's mining operations primarily involve the extraction and production of molybdenum concentrate, which poses significant risks to reputation and assets in case of safety or environmental incidents[125] - The Company faces safety and environmental risks in its molybdenum concentrate mining operations, with potential for significant reputational and asset losses in case of accidents[145] - The Company is enhancing safety and environmental management through rule improvements, responsibility allocation, increased supervision, and employee training[147] - The Company is investing in technology and equipment upgrades to improve energy efficiency and emissions reduction[147] - The company has taken initiatives to reduce energy consumption and encourage the recycling of office supplies and other materials, with ongoing reviews and promotions of environmental policies[149] - The company's environmental policies performance includes ongoing efforts to reduce energy consumption and promote recycling[149] Market and Economic Risks - The Group faces economic environment risks due to macro-economic and policy changes in Mainland China and abroad, affecting mining, property management, and chemical trading operations[94] - Market price risks are significant due to sharp fluctuations in molybdenum concentrate and chemical product prices, influenced by supply-demand changes, market uncertainty, and external factors like economic conditions and natural disasters[94] - The Company is strengthening its market price risk control capabilities and continuously improving production cost and expense control[145][146] Shareholder and Subsidiary Information - As of 31 December 2021, the substantial shareholders' interests in the company's shares include: Qian Yong Wei with 14.51%, Xu Zhe Cheng with 14.51%, China Wan Tai Group Limited with 13.46%, and China Huarong Asset Management Company with 20.92%[172] - The company's principal subsidiaries as of 31 December 2021 are detailed in Note 42 to the consolidated financial statements[165] - The company's share capital movements during the year are detailed in Note 26 to the consolidated financial statements[165] - Directors' remuneration for the financial year is set out in Note 12 to the consolidated financial statements[160] - The company's directors' interests in shares as of 31 December 2021 show no interests or short positions in any shares, underlying shares, or debentures of the company or its associated corporations[160] Compliance and Ethical Practices - The company has complied with relevant laws and regulations, except for non-compliances arising from the resignation of Mr. Wong, which led to vacancies in the Board and Audit Committee[150][151] - No incidents of intellectual property violations were reported during the reporting period[178] - The Group conducts marketing campaigns in compliance with advertising laws and regulations to attract customers and improve sales[179] - No significant issues related to corruption, bribery, extortion, fraud, or money laundering were reported during the reporting period[181] - The Group actively engages with communities to build harmonious relationships and integrates stakeholder views into operations[182] - The Group ensures fair and reasonable conditions for suppliers and evaluates their products to meet requirements, replacing suppliers when necessary[176] Financial Reporting and Impairment Assessment - The consolidated financial statements for 2021 were prepared in accordance with Hong Kong Financial Reporting Standards (HKFRSs) and comply with disclosure requirements[195] - The management determined the recoverable amounts of CGUs based on the present value of expected future cash flows for impairment assessment[200] - Financial risks are detailed in Note 39 of the consolidated financial statements[126] Employee and Operational Efficiency - The Group employed 669 full-time employees as of 31 December 2021, down from 763 in 2020[72] - The Group aims to expand its mineral resources and improve operational efficiency to enhance future financial performance and profitability[42] - The Group is focused on expanding its mineral resources and improving operating efficiency to enhance future financial performance and profitability[67] - The Group's principal activities include investment holdings, mining operations (exploitation and exploration of mineral resources), and chemical trading operations[90]