Financial Performance - Revenue for the six months ended June 30, 2024, was HKD 25,476,000, a decrease of 77% compared to HKD 111,077,000 for the same period in 2023[2] - Gross profit for the same period was HKD 1,328,000, down from HKD 7,780,000, indicating a significant decline in profitability[2] - The net loss for the period was HKD 15,584,000, compared to a net loss of HKD 13,134,000 in the previous year, reflecting a worsening financial position[3] - The loss attributable to the owners of the company for the six months ended June 30, 2024, was HKD 14,972,000, compared to a loss of HKD 12,389,000 for the same period in 2023[18] - The basic and diluted loss per share was HKD 1.95, compared to HKD 1.85 in the previous year, reflecting continued losses[3] - The gross profit margin for the six months ended June 30, 2024, was approximately 5.2%, down from 7.0% in 2023[30] - The group reported total revenue of HKD 25,476,000 for the six months ended June 30, 2024, a significant decrease of 77% compared to HKD 111,077,000 for the same period in 2023[13] - The group reported a significant decline in revenue from single-sided PCBs, dropping 99.3% to HKD 82 from HKD 11,143[28] - Revenue from double-sided PCBs decreased by 75.5% to HKD 23,731 from HKD 96,752[28] - Total revenue for the group fell by 77.1% to HKD 25,476 from HKD 111,077[28] Assets and Liabilities - Current liabilities exceeded current assets by HKD 513,012,000 as of June 30, 2024, indicating liquidity challenges[7] - The total assets less current liabilities amounted to HKD 65,641,000, an increase from HKD 33,290,000 in the previous year[4] - Non-current assets increased to HKD 578,653,000 from HKD 529,860,000, indicating investment in long-term assets[4] - As of June 30, 2024, the group classified approximately HKD 137,292,000 of bank borrowings as current liabilities, with repayment planned for more than 12 months after the reporting period[11] - Total assets as of June 30, 2024, were approximately HKD 686.6 million, a decrease from HKD 700.1 million as of December 31, 2023[31] - Interest-bearing borrowings were approximately HKD 328.3 million, resulting in a capital debt ratio of approximately 47.8%[31] - The net current liabilities were approximately HKD 513.0 million, with a current ratio of approximately 0.17[31] - The total amount of other payables increased to HKD 128,938 from HKD 122,621[24] - The group’s total assets pledged as collateral for bank financing amounted to HKD 454,232, up from HKD 441,753[27] Operational Strategies - Management is focusing on cost control measures to improve operational performance and cash flow[7] - The company is negotiating new terms with creditors regarding construction payables to extend repayment dates[9] - The group plans to obtain necessary financing to meet operational and financial needs in the near future[11] - The group is currently in discussions with banks to secure necessary financing to support its operations[11] - The company is in discussions with potential long-term tenants for property leasing in mainland China[8] - The company plans to invest in a 51% stake in Hunan Guoshi Intelligent Technology Co., Ltd., focusing on artificial intelligence software development and related services[38] - The board emphasizes the importance of increasing R&D efforts for product upgrades, particularly in high-value PCB products for clean environmental applications[39] - The company is focusing on optimizing trade receivables and intends to engage in shorter-cycle, profitable projects in its LED division[39] Employee and Cost Management - The group incurred total employee costs of HKD 8,432,000 for the six months ended June 30, 2024, down from HKD 12,008,000 in the same period of 2023[16] - The group employed approximately 238 employees as of June 30, 2024, down from 328 employees as of December 31, 2023[34] Corporate Governance - The company has confirmed compliance with the corporate governance code during the reporting period, with some disclosed deviations[46] - The company has adopted the standard code of conduct for directors trading in securities as per the listing rules, confirming compliance by all current directors for the six months ending June 30, 2024[49] - The audit committee, consisting of four independent non-executive directors, reviewed the unaudited financial statements for the six months ending June 30, 2024, and found them compliant with applicable accounting standards and listing rules[50] - The company ensures that all directors have the opportunity to contact the chairman or management independently for business updates and to address any questions[47] - The company has established arrangements for employees to report concerns regarding financial reporting and internal controls confidentially[50] - The company is committed to ongoing monitoring and review of its corporate governance practices to ensure compliance with the corporate governance code[47] Financing Activities - The company raised approximately HKD 13.4 million from a share subscription agreement, with plans to use HKD 11.2 million for debt repayment and HKD 2 million for working capital[36] - The company has conditionally agreed to issue 330,000,000 new shares at a subscription price of HKD 0.108 per share, representing approximately 41.08% of the issued share capital prior to the issuance[37] - The total gross proceeds from the subscription are approximately HKD 35.64 million, with a net amount of about HKD 33.14 million, of which HKD 27.14 million will be used to partially repay outstanding project payables[37] Dividend Policy - The group did not declare or propose any dividends during the interim period[17] - The company decided not to declare any interim dividend for the six months ended June 30, 2024[33]

Stock Options and Awards - For the fiscal year ending December 31, 2023, the total number of options and awards granted under all plans was 54,300,000 shares, representing approximately 8.11% of the weighted average of 669,415,394 shares issued in the relevant category[3] - There were no cancellations of options and awards during the fiscal year[3]

Business Performance and Economic Conditions - The company faced challenges from COVID-19 affecting human resources, supply chains, and overall economic conditions, leading to adverse business performance[9]. - Despite the lifting of restrictions in December 2022, the economic rebound was slower than expected, influenced by factors such as US interest rate hikes and geopolitical tensions[9]. - The company reported a net loss of approximately HKD 33,394,000 for the fiscal year ending December 31, 2023[52]. - The group’s revenue for the year was approximately HKD 262.1 million, a slight increase of 0.75% compared to HKD 260.2 million in the previous year[102]. - The loss attributable to shareholders was approximately HKD 31.0 million, a decrease of 24.6% from HKD 41.1 million in 2022[102]. Financial Management and Governance - The management team is focused on improving existing business operations and exploring opportunities to create value for shareholders[10]. - The board of directors confirmed compliance with corporate governance codes, ensuring transparency and accountability in operations[14]. - The management provided regular updates to the board regarding the company's performance and financial status, despite not distributing monthly accounts[15]. - The board typically holds at least four meetings annually to review the company's performance and consider corporate actions[15]. - The company has adopted the standard code of conduct for securities trading by directors, confirming compliance for the year ending December 31, 2023[18]. Risk Management and Internal Controls - The board reviewed the effectiveness of the group's risk management and internal control systems, concluding they are effective and adequate as of December 31, 2023[62]. - The group adopted a three-tier risk management approach to identify, assess, and manage significant risks, with operational units responsible for the first line of defense[65]. - The audit committee is responsible for reviewing and supervising the group's financial reporting and compliance procedures[26]. - The internal audit report's recommendations have been accepted by management and incorporated into daily operations[66]. Corporate Culture and Employee Management - The company emphasizes the importance of product and service quality, diversification, and sustainable development in its corporate culture and strategy[17]. - The company has adopted a competitive remuneration scheme for its employees, with promotions and salary increases based on performance evaluations[33]. - The company has established a remuneration committee consisting of three independent non-executive directors to review and determine the remuneration policies for all directors and senior management[30]. - The employee gender ratio as of December 31, 2023, was 1.59:1 (male to female)[40]. Shareholder Engagement and Communication - The company is committed to effective communication with shareholders, providing multiple channels for engagement and feedback[73]. - The company maintains a shareholder communication policy that has been deemed effective during the year[74]. - The company is dedicated to fostering trust and respect through effective communication with stakeholders, enhancing business strategy formulation[174]. Environmental, Social, and Governance (ESG) Initiatives - The company emphasizes its commitment to sustainable development through its environmental, social, and governance initiatives as a core part of its business strategy[149]. - The group has adopted a three-tier risk management approach to identify, assess, and manage significant risks and opportunities, including ESG-related risks[163]. - The company adheres to strict environmental regulations, with no violations reported in air, water, or waste emissions during the year[179]. - The company has established guidelines to ensure compliance with insider information disclosure requirements[66]. Operational Efficiency and Cost Control - The company implemented cost control measures and strategic pricing policies to attract more sales orders from existing and potential customers[9]. - The company aims to reduce costs by up to HKD 2.5 million in the fiscal year ending December 31, 2024, following successful cost control measures implemented last year[55]. - The company is focused on improving cash flow and operational efficiency through various measures, including cost control and potential leasing agreements[55]. Future Financing and Capital Raising - The company plans to raise up to RMB 140 million through debt and/or equity financing in the second half of 2024[57]. - A total of 133,883,000 new shares were issued on February 22, 2024, raising approximately HKD 13.2 million, with plans for further capital raising exceeding HKD 35 million in Q2 to Q3 2024[59]. - The company is negotiating with potential tenants in China for leasing unused factory space, expecting to receive RMB 20-40 million as advance rental payments or deposits[55]. Legal and Compliance Matters - The company is involved in ongoing legal disputes in China, with claims totaling approximately RMB 38,500,000 still in legal proceedings[127]. - The company has established mechanisms to ensure the board receives independent views and opinions, which are reviewed annually[42]. - The company has established an independent email account for whistleblowing to enhance the effectiveness of its reporting procedures[85].

Financial Performance - For the year ended December 31, 2023, the company reported a revenue of HKD 262,134,000, a slight increase of 0.7% compared to HKD 260,179,000 in 2022[2] - The gross profit for the year was HKD 19,956,000, representing a 9.2% increase from HKD 18,276,000 in the previous year[2] - The company incurred a loss before tax of HKD 33,796,000, an improvement of 22.7% compared to a loss of HKD 43,715,000 in 2022[2] - The net loss for the year was HKD 33,394,000, down from HKD 43,715,000 in the prior year, indicating a 23.6% reduction in losses[2] - Total comprehensive income for the year was HKD 10,113,000, compared to HKD 5,663,000 in 2022, marking an increase of 78.1%[3] - The basic and diluted loss per share improved to HKD 4.64 from HKD 6.41, a reduction of 27.5%[3] - The annual loss attributable to the company's owners was HKD 31,043,000 in 2023, an improvement from a loss of HKD 41,053,000 in 2022[34] - The group reported a loss attributable to shareholders of approximately HKD 31.0 million, a reduction of 24.6% from HKD 41.1 million in the previous year[72] Assets and Liabilities - Non-current assets increased to HKD 529,860,000 from HKD 447,053,000, reflecting an 18.5% growth[4] - Current assets decreased to HKD 170,235,000 from HKD 258,327,000, a decline of 34.1%[4] - The company's total liabilities remained stable at HKD 666,805,000, compared to HKD 666,743,000 in the previous year[4] - As of December 31, 2023, the company's current liabilities amounted to approximately HKD 666,805,000, which includes construction costs payable of about HKD 93,501,000 and bank borrowings of approximately HKD 299,282,000[20] - The group's current liabilities net amount was approximately HKD 496.6 million, with a current ratio of about 0.26, indicating a decrease from 0.39 in the previous year[83] - The cash and bank balance, including pledged bank deposits, was approximately HKD 49.7 million as of December 31, 2023, down from HKD 75.2 million in the previous year[83] Revenue Sources - PCB sales accounted for HKD 262,134,000 in 2023, compared to HKD 253,167,000 in 2022, reflecting a growth of approximately 3.8%[26] - Single-sided PCB revenue increased to HKD 48,431,000 from HKD 29,811,000, representing a growth of 62.4%[49] - Double-sided PCB revenue remained stable at HKD 207,350,000, a marginal increase of 0.8% from HKD 205,746,000[49] - Multi-layer PCB revenue decreased significantly to HKD 6,353,000 from HKD 17,610,000, a decline of 64.0%[49] - Revenue from the Chinese market (excluding Hong Kong) rose by 6.7% to HKD 244.9 million, while revenue from Hong Kong decreased by 42.5% to HKD 5.5 million[68] Cost Management and Financial Strategy - Management is focusing on cost control measures to enhance operational performance and cash flow from existing businesses[20] - The group continues to implement cost control measures and strategic pricing policies to attract more sales orders amid ongoing economic challenges[76] - The group is actively negotiating with creditors to extend repayment terms for engineering payments and other borrowings[3] - The company is considering issuing more equity to further raise new funds[5] Legal and Compliance Issues - The company is involved in a legal dispute with former director Mr. Lai, claiming HKD 1,640,000 in unpaid bonuses, while the company countersued for HKD 5,240,000 due to alleged wrongful receipt[93] - The company has ongoing legal claims in China totaling RMB 38,500,000 related to disputes with suppliers, contractors, and former employees, with a bank account frozen for approximately HKD 5,076,000 (RMB 4,568,000) as of December 31, 2023[93] - The company confirmed compliance with the corporate governance code throughout the year, except for certain exceptions regarding the distribution of management accounts to the board[111] Future Plans and Developments - The group plans to enhance R&D efforts to focus on high-value-added PCB products, particularly copper-based PCBs for clean environmental applications[71] - The group is developing a new production facility adjacent to existing factories, with a total construction area of 120,513.22 square meters[69] - Project A involves an investment of RMB 349,320,000 for a new factory with a total construction area of approximately 151,875.44 square meters, expected to generate at least RMB 26.68 million in annual tax revenue[102] - Project B entails an investment of RMB 571,170,000 for a new factory covering approximately 248,333.45 square meters, anticipated to yield at least RMB 40 million in annual tax revenue[103] Shareholder and Capital Management - The group has issued 133,883,000 new shares, raising approximately HKD 13.2 million to support funding needs[5] - The company issued a three-year convertible bond with a principal amount of HKD 15,262,320 at an annual interest rate of 8%, resulting in the issuance of 133,880,000 shares at an initial conversion price of HKD 0.114, which is a premium of approximately 3.64% over the closing price on the agreement date[79] - The anticipated credit loss for trade receivables was HKD 5.8 million, an increase from HKD 4.0 million in 2022[74] Employee and Governance - The group employed a total of 328 employees as of December 31, 2023, a decrease from 372 employees in the previous year[87] - The audit committee consists of four independent non-executive directors, with Dr. Lu resigning on November 30, 2023, leaving three members thereafter[118] - The appointment of a new independent non-executive director on February 28, 2024, restored compliance with the minimum requirement for independent non-executive directors[115]

Financial Performance - Revenue for the six months ended June 30, 2023, was HKD 111,077,000, a decrease of 41.7% compared to HKD 190,243,000 for the same period in 2022[6] - Gross profit for the same period was HKD 7,780,000, down 15.5% from HKD 9,211,000 in 2022[6] - The company reported a loss before tax of HKD 13,154,000, an improvement from a loss of HKD 20,689,000 in the previous year, indicating a 36.2% reduction in losses[6] - Total comprehensive loss for the period was HKD 13,832,000, compared to HKD 22,982,000 in 2022, reflecting a 39.9% decrease[6] - Basic and diluted loss per share improved to HKD 1.85 from HKD 3.05 in the previous year, indicating a 39.3% improvement[7] - The company reported a loss of approximately HKD 13,134,000 for the six months ended June 30, 2023, compared to a loss of HKD 20,689,000 for the same period in 2022[17] - The group reported a loss attributable to shareholders of approximately HKD 12.4 million, reduced from HKD 18.7 million in 2022, mainly due to increased other income and reduced selling and administrative expenses[42] Assets and Liabilities - Non-current assets as of June 30, 2023, amounted to HKD 449,032,000, slightly up from HKD 447,053,000 at the end of 2022[8] - Current assets decreased to HKD 247,937,000 from HKD 258,327,000 at the end of 2022, a decline of 4.0%[8] - Current liabilities were HKD 655,926,000, down from HKD 666,743,000 at the end of 2022, showing a decrease of 1.3%[9] - The company’s net asset value decreased to HKD 6,926,000 from HKD 18,794,000 at the end of 2022, a decline of 63.1%[9] - The company’s total equity as of June 30, 2023, was HKD 33,294,000, a decrease from HKD 59,841,000 at the beginning of the year[13] - The total assets of the group as of June 30, 2023, were approximately HKD 696.9 million, compared to HKD 705.4 million as of December 31, 2022[43] - Interest-bearing borrowings amounted to approximately HKD 356.8 million as of June 30, 2023, up from HKD 315.9 million as of December 31, 2022, resulting in a capital debt ratio of approximately 51.2%[43] - The net current liabilities were approximately HKD 408.0 million as of June 30, 2023, with a current ratio of approximately 0.38[43] Cash Flow and Financing - The net cash outflow from operating activities was HKD 418,000, significantly improved from HKD 16,661,000 in the previous year[15] - The financing activities generated a net cash inflow of HKD 7,102,000, compared to HKD 51,407,000 in the previous year, with a notable issuance of convertible bonds amounting to HKD 15,000,000[15] - The company is in discussions with banks to secure necessary financing to meet operational and financial needs[17] - A shareholder has agreed to provide financial assistance for the next twelve months to support the company's ongoing operations[17] Revenue Breakdown - The revenue from single-sided PCBs was HKD 11,143,000, down 68.3% from HKD 35,184,000 in the previous year[19] - The revenue from the Chinese market was approximately HKD 98,284,000, a decrease of 41.6% compared to HKD 168,387,000 in the previous year[41] - The sales of single-sided PCB decreased by 68.3% to HKD 11,143,000, while double-sided PCB sales decreased by 32.1% to HKD 96,752,000[40] Employee and Operational Costs - Total employee costs decreased to HKD 12,008,000 in the first half of 2023 from HKD 23,401,000 in the same period of 2022, indicating a reduction of 48.7%[5] - The company is adjusting to challenges posed by the COVID-19 pandemic and global economic factors, implementing cost control measures and strategic pricing policies to attract more sales orders[57] Shareholder and Equity Information - The company did not declare any dividends during the interim period, consistent with the previous year[23][24] - The total issued share capital of the company as of June 30, 2023, is 669,415,394 shares[64] - The company aims to attract and retain talent through its share option plans to enhance business development[67] Projects and Future Plans - The company is developing a new production facility in Zhongshan, Guangdong, with a total construction area of 120,513.22 square meters and an estimated total construction cost of RMB 270 million[52] - Project A involves an investment of RMB 349.32 million for a new building with a total construction area of approximately 151,875.44 square meters, expected to generate an annual tax level of at least RMB 26.68 million within one year during the eight-year supervision period[54] - Project B involves an investment of RMB 571.17 million for a new building with a total construction area of approximately 248,333.45 square meters, expected to generate an annual tax level of at least RMB 40 million within one year during the eight-year supervision period[55] - The company is in the early planning stages for a third phase development project in Zhongshan, contingent on the full utilization of existing facilities and sufficient funding[53] Governance and Compliance - The audit committee consists of four independent non-executive directors, with Dr. Lu Hailin serving as the chairman[78] - The audit committee reviewed the unaudited financial statements for the six months ended June 30, 2023, and confirmed compliance with applicable accounting standards and legal requirements[78] - The company confirmed compliance with the corporate governance code during the reporting period, with some deviations noted[75] - All current directors confirmed compliance with the standard code for securities trading during the six months ending June 30, 2023[77]

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，並明確表示概不對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。 CHINA SILVER TECHNOLOGY HOLDINGS LIMITED 中 華 銀 科 技 控 股 有 限 公 司 TC Orient Lighting Holdings Limited （前稱 達進東方照明控股有限公司） （於開曼群島註冊成立之有限公司） 515 （股份代號： ） 中期業績公佈 截至二零二三年六月三十日止六個月 董事（「董事」）會（「董事會」）欣然公佈中華銀科技控股有限公司（前稱達進東方照明 控股有限公司）（「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 日止六個月的未經審核綜合中期業績。該等中期簡明綜合財務報表未經審核。 ...

Revenue and Financial Performance - The group's revenue decreased in 2022 primarily due to a reduction in PCB product orders, particularly single-sided and multi-layer PCBs[8]. - The total revenue for the year ended December 31, 2022, was HKD 260,179,000, a decrease of 30.7% compared to HKD 375,375,000 in 2021[87]. - Revenue from single-sided PCBs was HKD 29,811,000, down 55.0% from HKD 66,256,000 in the previous year[87]. - Revenue from double-sided PCBs was HKD 205,746,000, representing a decrease of 10.4% from HKD 229,513,000 in 2021[87]. - Revenue from multi-layer PCBs was HKD 17,610,000, a significant decline of 74.8% compared to HKD 69,786,000 in the prior year[87]. - Revenue from LED lighting business was HKD 7,012,000, down 28.6% from HKD 9,820,000 in 2021[87]. - The company reported a loss of approximately HKD 43,715,000 for the fiscal year ending December 31, 2022[51]. - The loss attributable to shareholders was approximately HKD 41.1 million, a significant increase of 1,053.8% from HKD 3.9 million in the previous year[93]. - As of December 31, 2022, the company's current liabilities exceeded its current assets by approximately HKD 408,416,000, raising significant doubts about its ability to continue as a going concern[51]. Corporate Governance - The board consists of 11 members, including 5 executive directors, 2 non-executive directors, and 4 independent non-executive directors, ensuring a balanced mix of skills and experience[17]. - The audit committee is composed of four independent non-executive directors, with a focus on reviewing and supervising the group's financial reporting and compliance procedures[23]. - The chairman leads the board and ensures effective communication with shareholders while promoting good corporate governance practices[20]. - The company has adopted a standard code of conduct for directors' securities trading, ensuring compliance with regulations[16]. - The board meets at least four times a year, with regular updates provided to ensure directors can fulfill their responsibilities effectively[19]. - The nomination committee is responsible for reviewing the board's structure and composition annually, ensuring a diverse skill set among board members[34]. - The compliance committee oversees the group’s adherence to relevant laws and regulations, ensuring effective compliance procedures[35]. - The board has established a diversity policy aimed at enhancing governance and achieving sustainable business goals, with two female directors among eleven total[37]. - The board has resolved not to recommend a final dividend for the year, consistent with the previous year[110]. Strategic Initiatives and Future Plans - The company plans to implement cost-saving measures and improve quality to attract more sales orders from existing and potential customers[8]. - The company aims to enhance long-term shareholder returns through sustainable recurring revenue growth and maintaining a strong financial position[15]. - The company plans to focus on developing high-value-added PCB products, particularly copper-based PCBs for clean environmental applications[92]. - The company is seeking debt and equity financing to improve its working capital and cash flow situation[103]. - The company is taking cost control measures and strategic pricing policies to attract more sales orders amid the challenges posed by the COVID-19 pandemic[99]. Environmental, Social, and Governance (ESG) Efforts - The company emphasizes a commitment to sustainable development as a core part of its business strategy[135]. - The board of directors is responsible for overseeing the company's environmental, social, and governance (ESG) strategies and performance[148]. - The group has adopted a three-tier risk management approach to identify, assess, and manage significant risks and opportunities, including environmental, social, and governance-related risks[149]. - The group identifies key sustainability issues through a three-step process: identification, prioritization, and application and verification[151]. - High importance issues identified include product/service quality and safety, occupational health and safety, wastewater discharge, and greenhouse gas emissions[157]. - The company generated a total of 7,403.4 tons of carbon dioxide equivalent (tCO2e) greenhouse gases, with a carbon density of 13.0 tons of CO2e per 10,000 square feet, reflecting a reduction attributed to decreased production activities[173]. - The total wastewater discharge for the year was 83,284.1 cubic meters, significantly reduced from 415,233.3 cubic meters in the previous year, primarily due to decreased production activities[169]. - The company aims to reduce greenhouse gas emissions density (Scope 1 and 2) by 3% from the 2021 baseline by 2027[178]. - The company plans to reduce waste emissions density by 5% from the 2021 baseline by 2027[189]. Employee and Operational Insights - The group employed a total of 372 employees as of December 31, 2022, a decrease from 448 employees in 2021[111]. - The employee gender ratio as of December 31, 2022, was 1.68:1 (male to female)[41]. - The company has adopted a competitive remuneration scheme for its employees, with promotions and salary increases based on performance[31]. - The company has established mechanisms to ensure independent viewpoints are available to the board, which are reviewed annually[41]. Risk Management and Compliance - The board conducted an annual review of the effectiveness of the group's risk management and internal control systems, finding them effective and adequate as of December 31, 2022[57]. - The group has implemented a three-tier risk management approach to identify, assess, and manage significant risks[59]. - The board tracks and reviews major environmental, social, and governance issues at least once a year to narrow the gap between current progress and expectations[149]. - The company has established an effective energy monitoring and assessment system to continuously improve energy efficiency and set energy-saving targets[192].

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之任何損失承擔任何責任。 CHINA SILVER TECHNOLOGY HOLDINGS LIMITED 中 華 銀 科 技 控 股 有 限 公 司 TC Orient Lighting Holdings Limited （前稱 達進東方照明控股有限公司） （於開曼群島註冊成立之有限公司） 515 （股份代號： ） 截至二零二二年十二月三十一日止年度 全年業績公告 中華銀科技控股有限公司（「本公司」）董事（「董事」）會（「董事會」）欣然公佈本公司及 其附屬公司（統稱「本集團」）截至二零二二年十二月三十一日止年度的經審核綜合全 年業績（「全年業績」）以及二零二一年同期之可比較金額如下： 綜合損益及其他全面收益表 截至二零二二年十二月三十一日止年度 二零二二年 二零二一年 附註 千港元 千港元 4 260,179 375,375 營業額 (241,903) (353,882) 銷售成本 ...

Financial Performance - The company reported a revenue of HKD 190,243,000 for the six months ended June 30, 2022, a decrease of 20.9% compared to HKD 240,569,000 in the same period of 2021[5]. - Gross profit for the same period was HKD 9,211,000, down 41.1% from HKD 15,615,000 year-on-year[5]. - The company incurred a loss before tax of HKD 20,689,000, compared to a loss of HKD 13,876,000 in the previous year, representing an increase in loss of 49.4%[5]. - The total comprehensive loss for the period was HKD 22,982,000, compared to HKD 14,954,000 in the same period last year, indicating a 53.7% increase in total comprehensive loss[5]. - Basic and diluted loss per share was HKD 3.05, compared to HKD 2.44 in the previous year, reflecting a 25.0% increase in loss per share[7]. - The company reported a total loss of HKD 13,329,000 during the period, contributing to an accumulated loss of HKD 900,045,000 as of June 30, 2022[16]. - The company reported a loss attributable to shareholders of HKD 18,653,000 for the six months ended June 30, 2022, compared to a loss of HKD 13,329,000 for the same period in 2021, representing a year-over-year increase in loss of approximately 40.5%[35]. Assets and Liabilities - Non-current assets increased to HKD 274,059,000 as of June 30, 2022, from HKD 250,798,000 at the end of 2021, marking a growth of 9.3%[9]. - Current assets totaled HKD 314,245,000, up from HKD 301,120,000 at the end of 2021, representing a 4.5% increase[9]. - The company's total liabilities were HKD 537,597,000, slightly up from HKD 533,249,000 at the end of 2021, indicating a marginal increase of 0.7%[11]. - The company’s total liabilities exceeded its current assets by approximately HKD 223,352,000 as of June 30, 2022[21]. - The total trade and other receivables amounted to HKD 194,783,000 as of June 30, 2022, compared to HKD 181,054,000 as of December 31, 2021, indicating an increase of approximately 7.6%[38]. - Trade and other payables totaled HKD 108,892,000 as of June 30, 2022, down from HKD 138,054,000 as of December 31, 2021[46]. - Interest-bearing borrowings amounted to approximately HKD 210.7 million, up from HKD 159.9 million as of December 31, 2021, resulting in a capital debt ratio of 35.8%[62]. - The net current liabilities were approximately HKD 223.4 million, with a current ratio of 0.58[62]. Cash Flow and Financing - The cash flow from operating activities for the six months ended June 30, 2022, was a net outflow of HKD 16,661,000, compared to a net inflow of HKD 15,635,000 for the same period in 2021[18]. - The company’s financing activities generated a net cash inflow of HKD 51,407,000 for the six months ended June 30, 2022, compared to HKD 8,252,000 for the same period in 2021[18]. - New bank loans obtained during the interim period amounted to HKD 50,833,000, compared to zero in the same period of 2021[48]. - The company is in discussions with bankers to secure necessary financing to meet its operational and financial needs[21]. - The company plans to continue seeking debt and equity financing to improve its working capital and cash flow situation[70]. Operational Highlights - The company experienced a significant decline in revenue from LED lighting, which dropped to HKD 1,874,000 from HKD 25,619,000, a decrease of 92.7% year-over-year[27]. - The group's revenue decreased in the first half of 2022, primarily due to business disruptions caused by the pandemic and related lockdown measures, leading to a reduction in PCB product orders and a decline in LED business revenue[74]. - Single-sided PCB revenue was HKD 35,184,000, accounting for 18.5% of total revenue, while double-sided PCB revenue was HKD 142,542,000, representing 74.9% of total revenue[57]. - Multi-layer PCB revenue decreased by 39.9% to HKD 10,643,000, and LED business revenue dropped by 91.6% to HKD 1,874,000[57]. - The LED division confirmed revenue of approximately HKD 1.9 million from lighting projects in Jiangsu Province during the first half of 2022[76]. Employee and Management Information - Total employee costs decreased to HKD 23,401,000 in the first half of 2022 from HKD 35,152,000 in the same period of 2021, reflecting a reduction of about 33.4%[30]. - The group employed approximately 267 employees as of June 30, 2022, a decrease from 448 employees as of December 31, 2021[66]. - The company’s management compensation for the six months ended June 30, 2022, was HKD 1,477,000, slightly up from HKD 1,440,000 in the previous year[56]. Corporate Governance and Compliance - The company confirmed compliance with the corporate governance code during the reporting period, with some deviations noted regarding the distribution of management accounts to the board[100]. - All current directors have confirmed compliance with the standard code for securities trading by directors during the six months ending June 30, 2022[101]. - The audit committee consists of three independent non-executive directors, with Dr. Lu Hailin serving as the chairman[103]. - The audit committee reviewed the unaudited financial statements for the six months ending June 30, 2022, and confirmed compliance with applicable accounting standards and legal requirements[103]. Share Capital and Options - The weighted average number of ordinary shares for calculating basic and diluted loss per share increased to 610,789,000 in 2022 from 545,304,000 in 2021 due to a share consolidation[35]. - The old share option scheme, established in June 2006, has not been able to grant new options since its expiration in June 2016, but previously granted options remain valid[86]. - As of the report date, there are 4,558,930 unexercised share options under the old scheme, representing 0.68% of the company's existing issued share capital[87]. - The new share option plan allows for the issuance of up to 90,225,766 pre-consolidation shares, equivalent to 18,045,153 post-consolidation shares, representing 10% of the issued shares as of August 19, 2016[90]. - The maximum allocation for any eligible participant within a 12-month period is capped at 1% of the issued shares, while major shareholders or independent non-executive directors are limited to 0.1%[90]. - The updated plan allows for the issuance of up to 271,823,697 pre-consolidation shares, equivalent to 54,364,739 post-consolidation shares, also representing 10% of the issued shares as of June 22, 2020[91]. - The exercise price for options must be at least the highest of the closing price on the grant date, the average closing price over the five trading days prior to the grant date, or the par value of the shares[91]. - The company has not purchased, redeemed, or sold any of its own listed securities during the six months ending June 30, 2022[97].

Financial Performance - The company reported an increase in revenue due to the easing of COVID-19 restrictions, leading to a rise in customer orders and an overall improvement in the supply chain environment[9]. - The sales price of PCB products increased, contributing to the revenue growth[9]. - The company's revenue for the year ended December 31, 2021, was approximately HK$375.4 million, an increase of 58.0% compared to HK$237.6 million in 2020[84]. - The gross profit margin for 2021 was 5.7%, up from 2.1% in 2020[84]. - The loss attributable to shareholders decreased to approximately HK$3.9 million in 2021, compared to HK$74.4 million in 2020[84]. - Revenue from single-sided PCB products was HK$66.3 million, representing a growth of 11.5% from HK$59.4 million in 2020[78]. - Revenue from double-sided PCB products increased by 59.6% to HK$229.5 million, up from HK$143.8 million in 2020[78]. - Revenue from multi-layer PCB products surged by 103.1% to HK$69.8 million, compared to HK$34.4 million in 2020[78]. - The group reported a loss of approximately HKD 6,649,000 for the fiscal year ending December 31, 2021[46]. - Current liabilities exceeded current assets by approximately HKD 232,129,000 as of December 31, 2021[46]. - The group has bank borrowings of HKD 156,310,000 classified as current liabilities, despite repayment dates being over 12 months after the reporting period[47]. - The company expects to have sufficient working capital to meet current operational needs and reasonably anticipates continued operations on a going concern basis[47]. Corporate Governance - The company has adopted various self-regulatory policies and procedures to ensure transparency and accountability in its operations[14]. - The board consists of 11 members, including 5 executive directors, 2 non-executive directors, and 4 independent non-executive directors, reflecting the necessary skills and experience for effective leadership[16]. - The company has a diversity policy for board members to enhance efficiency and governance, considering factors such as gender, age, and professional experience[18]. - The company has complied with the corporate governance code since the appointment of its CEO and chairman in 2020[27]. - The company emphasizes the importance of independent judgment from non-executive and independent directors in board meetings[32]. - The board is responsible for providing sufficient information to its members to make informed decisions[34]. - The company has a clear policy for evaluating the performance of directors and senior management, which is linked to their remuneration[38]. - The company ensures that directors receive ongoing training and updates on regulatory developments to fulfill their responsibilities[29]. - The company has arranged appropriate liability insurance for its directors, which is reviewed annually[33]. - The company held 7 board meetings during the year, with attendance rates for executive directors ranging from 6/7 to 7/7[19]. - The company conducted its annual general meeting on June 30, 2021, with all directors present at a 100% attendance rate[22]. - The remuneration committee held 2 meetings during the year, with all members attending both meetings[38]. - The Nomination Committee held 2 meetings during the year, with all members attending both[41]. - The Compliance Committee convened 1 meeting during the year, with full attendance from all members[43]. - The Audit Committee reviewed the audited financial statements for the year ending December 31, 2021, confirming compliance with applicable accounting standards and regulations[51]. - The audit committee held 2 meetings during the year to discuss financial reports and compliance procedures[52]. - The audit committee reviewed the full-year performance for the fiscal year ending December 31, 2021[55]. Operational Strategy - The company implemented cost-saving measures and strategic pricing policies to attract more sales orders from existing and potential customers[9]. - The board and management team will continue to take measures to improve existing business and explore opportunities to create value for the company and its shareholders[10]. - The company has taken all feasible measures to address future challenges, including cost control and business development initiatives[9]. - The company plans to develop a new production facility adjacent to existing factories, covering a total area of 120,513.22 square meters[82]. - The company aims to focus on high-value-added PCB products, particularly copper-based PCBs for clean environmental applications[83]. - The company has entered into a subscription agreement for 286,000,000 shares at HKD 0.10 per share, raising approximately HKD 28.6 million[116]. - The subscription proceeds will be used for debt repayment and operational expenses, with HKD 24.4 million allocated for debt repayment and HKD 4 million for operational capital[116]. - The group will continue to seek debt and equity financing to improve its working capital and cash flow situation[91]. - The company plans to invest in a new production line in Jiangxi Province, with the implementation timeline dependent on various factors[115]. - The strategic cooperation agreement with Shenzhen Wenyiyi Industrial Co., Ltd. includes a ten-year cooperation period based on a revenue-sharing model[109]. - The proposed investment in Anxun Group aims to acquire at least 51% of its issued share capital, with a potential cost capped at HKD 30.6 million[110]. Environmental, Social, and Governance (ESG) - The company is committed to sustainable development, focusing on high technology, high quality, high value-added, high efficiency, and high returns while minimizing emissions and energy consumption[123]. - The board is responsible for the company's environmental, social, and governance (ESG) strategies and reports, ensuring effective risk management and internal control systems related to ESG[131]. - The company aims to maximize efficiency while minimizing emissions and energy consumption, continuously innovating and addressing social needs[128]. - The report covers the company's ESG policies and measures, with no changes in the reporting scope compared to the previous year[126]. - The company identifies and assesses the importance of ESG issues related to its operations, which will influence corporate strategy[130]. - The company has established an ESG working group to assist the board in developing and implementing ESG strategies and policies[131]. - The company follows a three-step process to manage and report on sustainability issues, ensuring that the most important topics are prioritized[134]. - The company adheres to strict environmental regulations, with no violations reported in emissions, wastewater discharge, or greenhouse gas emissions during the year[149]. - The company has implemented a comprehensive system to ensure that all emissions comply with regulatory standards, focusing on reducing air pollution and waste generation[148]. - The company has established an ISO14001 certified Environmental Management System (EMS) to manage its environmental impact[148]. - The company has prioritized high energy efficiency and low emissions in its operational processes[150]. - The company has established long-term reduction pathways for both greenhouse gas and wastewater emissions as directional targets[159][163]. - The company conducts quarterly assessments of wastewater discharge and monthly monitoring of chemical oxygen demand and total copper levels[153]. - The company has implemented measures to minimize Scope 3 emissions, including avoiding business air travel and utilizing video conferencing[163]. - The company collaborates with authorized contractors for the collection and disposal of hazardous waste, ensuring compliance with relevant regulations[165]. - The company generated a total of 14,515.9 tons of greenhouse gas emissions (Scope 1 and 2), with a carbon density of 25.4 tons of CO2 equivalent per 10,000 square feet[161]. - The company recorded emissions of 0.8 kg of sulfur oxides, 323.5 kg of nitrogen oxides, and 31.1 kg of particulate matter in the fiscal year[151]. - The total wastewater discharge amounted to 415,233.3 cubic meters in the fiscal year[154]. - The company produced 1,095 tons of hazardous waste, resulting in a hazardous waste density of 1.9 tons per 10,000 square feet[167]. - The company has set future targets for reducing emissions and improving environmental performance through ongoing reviews of existing measures[159]. - The company engages with stakeholders through various channels, including shareholder meetings and regular corporate announcements[147]. - The company actively participates in community investment and environmental protection initiatives[147]. Employee Management - The company employs approximately 428 employees as of December 31, 2021, with 288 males and 140 females[190]. - The workforce consists of 425 full-time employees and 3 part-time employees, primarily aged between 31 to 50 years[190]. - The company emphasizes fair and competitive employee compensation, regularly reviewing its salary policies based on market conditions and individual performance[194]. - The company has established a human resources management procedure to regulate recruitment processes and ensure fair promotion and salary adjustment practices[197]. - The company has not reported any violations of applicable labor laws in all operational regions during the year[193]. - The company aims to create a healthy work-life balance culture, providing various leave options and organizing recreational activities[200]. - The company is focused on employee development and occupational health and safety as key areas of concern[140]. - The company promotes a culture of environmental awareness among employees, encouraging the use of public transportation and sustainable practices[183].