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。 稀 鎂 科 技 集 團 控 股 有 限 公 司 RARE EARTH MAGNESIUM TECHNOLOGY GROUP HOLDINGS LIMITED （ 於 百 慕 達 註 冊 成 立 之 有 限 公 司 ） （股份代號：601） 董事會會議通告 稀鎂科技集團控股有限公司（「本公司」）之董事會（「董事會」）謹此宣佈，董事會會議將於 2025年8月29日（星期五）舉行，藉以（其中包括）考慮及批准本公司及其附屬公司截至2025 年6月30日止六個月之未經審核簡明綜合中期業績及其發佈，並考慮派發中期股息（如有）。 於本公佈之日期，董事會成員包括： 執行董事： 沈世捷先生及池斯樂女士 獨立非執行董事： 張省本先生、盛洪先生及沈毅民先生 網址：http://www.remt.com.hk 承董事會命 稀鎂科技集團控股有限公司 主席 沈世捷 香港，2025年8月19日 ...

公司名稱: 稀鎂科技集團控股有限公司 呈交日期: 2025年8月4日 股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年7月31日 狀態: 新提交 致：香港交易及結算所有限公司 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 00601 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 130,000,000,000 | HKD | | 0.01 | HKD | | 1,300,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 130,000,000,000 | HKD | | 0.01 | HKD | | 1,300,000,000 ...

Group 1 - The copper production for BHP in the fourth quarter reached 516,200 tons [1] - The attributable iron ore production for the fourth quarter was 70.34 million tons [1] - The company expects the total attributable iron ore production for the year to be between 258 million and 269 million tons [1] Group 2 - The overall iron ore production in Western Australia is projected to be between 284 million and 296 million tons for the year [1]

Company Overview - Ximei Technology (稀镁科技) is a subsidiary of Century Sunshine Group Holdings Limited, primarily engaged in the research, production, and sales of magnesium alloy products, with production bases located in Xinjiang and Jilin provinces [3][4] - The company has a leading advantage in the research and development of high-end rare earth magnesium alloy products, supported by a professional R&D team and technological expertise [3][4] Financial Performance - As of December 31, 2024, Ximei Technology reported total revenue of 225 million yuan, a year-on-year decrease of 7.89%, and a net profit attributable to shareholders of -378 million yuan, an increase of 3.58% year-on-year [2] - The company's gross margin stands at -21.17%, with a debt-to-asset ratio of 84.83% [2] Market Performance - On July 10, the Hang Seng Index rose by 0.57% to 24,028.37 points, while Ximei Technology's stock price increased by 12.5% to 0.09 HKD per share, with a trading volume of 9.39 million shares and a turnover of 790,800 HKD [1] - Over the past month, Ximei Technology has experienced a cumulative decline of 1.23%, and a year-to-date decline of 24.53%, underperforming the Hang Seng Index by 19.1% [2] Industry Context - The general metal and mineral industry has a TTM average price-to-earnings ratio of -2.74, with Ximei Technology's P/E ratio at -0.12, ranking 68th in the industry [3] - Magnesium alloy materials are recognized for their lightweight, high strength, and environmental benefits, making them a key focus in various sectors, including transportation, aerospace, and new energy vehicles [5] - The demand for magnesium alloys is expected to grow significantly due to the automotive industry's push for lightweight materials, which can reduce weight by 30%-40% compared to aluminum [5] Technological Advancements - Ximei Technology's production base in Xinjiang is recognized as a "high-tech enterprise" and employs innovative vertical furnace reduction technology, marking its production processes as industry-leading [4] - The company holds multiple patents for high-performance rare earth magnesium alloy production processes, with applications in aerospace technology [4]

Magnesium Production and Market Trends - In 2024, global magnesium production reached approximately 1.13 million tons, with China contributing 1.026 million tons, accounting for 90.8% of the total, reflecting a year-on-year increase of 25%[20] - The average domestic price of magnesium in 2024 was RMB 17,920 per ton, a year-on-year decrease of 13%, with prices hitting a low of RMB 16,000 per ton in December, resulting in overall industry losses[20] - China's magnesium ingot exports grew by 13.6% year-on-year in 2024, but the average export price fell by 7.1%[21] - The magnesium-aluminum price ratio dropped to 0.76 as of February 21, 2025, indicating a significant cost advantage for magnesium, with magnesium priced at RMB 15,800 per ton compared to aluminum at RMB 20,800 per ton[28] - The total national inventory of magnesium is expected to exceed 80,000 tons by December 2024, marking a historical high due to weak demand and significant capacity release[23] - The magnesium industry is facing challenges from weak demand in traditional sectors and increased electricity costs due to China's "dual carbon" policy[22] - The magnesium price has been under pressure due to inventory buildup and cautious procurement by downstream companies[21] - The magnesium industry is experiencing accelerated consolidation, leading to the exit of smaller capacities and further price depressions[22] - The magnesium market is currently facing a "strong supply and weak demand" pattern, with prices under downward pressure due to environmental and cost challenges[59] Company Financial Performance - The Group's revenue for 2024 was HK$242.7 million, a decrease of 7.9% compared to HK$263.5 million in 2023[64] - The overall gross loss for the year was HK$51.4 million, improved from a gross loss of HK$85.3 million in 2023[64] - Loss attributable to shareholders was HK$408.4 million, slightly improved from HK$423.6 million in 2023[64] - The sales volume of magnesium products increased from 12,300 tons in 2023 to 13,678 tons in 2024, but the average selling price dropped from HK$21,337 per ton to HK$17,564 per ton[67] - Administrative expenses decreased to approximately HK$57.5 million from HK$83.7 million in 2023, mainly due to cost-cutting measures[72] - The Group recognized a non-recurring impairment provision of HK$252.1 million on non-current assets, reflecting ongoing losses in the magnesium business[77] - The gearing ratio increased to 69.8% in 2024 from 47.7% in 2023, indicating higher financial leverage[79] - Cash at bank decreased to HK$24.7 million in 2024 from HK$39.9 million in 2023[83] - The recoverable amount of the cash-generating unit was estimated at HK$741.5 million, based on five-year cash flow projections[85] - The Group recorded a consolidated net loss of approximately HK$408,419,000 for the year ended 31 December 2024[176] Operational and Strategic Initiatives - The company is focusing on the lightweighting of new energy vehicles, with magnesium alloys being applied in structural components, achieving a 30% weight reduction and 40% cost savings compared to aluminum alloys[29] - Magnesium alloys are expected to drive the development of a 200,000-ton magnesium alloy electric motor housing industry, with a weight reduction of 30% compared to aluminum[38] - The company aims to balance short-term pressures with long-term strategic layouts amidst a sluggish industry environment[19] - The company is exploring new applications for magnesium alloys in aerospace, robotics, and building templates, leveraging their lightweight and high-performance properties[45] - The company plans to upgrade its production facilities to meet ultra-low emission standards by 2026, requiring substantial investment[56] Governance and Compliance - The Company has complied with the Code on Corporate Governance Practices throughout the year ended December 31, 2024, with specific deviations disclosed[128] - The Board held a total of four meetings during the year ended December 31, 2024, ensuring regular oversight of the Group's strategies and financial performance[139] - All Directors confirmed compliance with the Model Code for Securities Transactions throughout the year ended December 31, 2024[128] - The Board comprises five Directors, including the Chairman and Chief Executive Officer, responsible for overall strategy formulation and financial performance monitoring[137] - The Company has established relevant committees to enhance internal controls and transparency in business operations[127] - The Audit Committee held four meetings in the year ended December 31, 2024, reviewing the final results for the period ended December 31, 2023, and the interim results for the six months ended June 30, 2024[158] - The Audit Committee confirmed that the accounting principles and practices adopted, as well as the disclosures made in the financial statements, were appropriate, accurate, and fair[158] - The Company has adopted the Terms of Reference of the Audit Committee in compliance with the Code[156] - The Company does not have a separate chairman and Chief Executive Officer, with Mr. Shum Sai Chit holding both positions, which deviates from the Corporate Governance Code[151] Risk Management and Challenges - The Group's liquidity risk is exacerbated by the need for significant capital investment for environmental upgrades amidst tight cash flow[99] - The Group has authorized a team to manage credit risk by determining credit limits and monitoring overdue debts, ensuring regular assessments of all clients[88] - The Group's management regularly assesses operational risks and implements measures to improve internal controls[97] - Investment risk is a core aspect of the Group's decision-making process, with established procedures for investment assessment and due diligence[103] - The local government has mandated the completion of facility upgrades to ensure compliance with environmental standards, impacting operational timelines[56] Employee and Corporate Social Responsibility - The Group employed approximately 340 employees as of 31 December 2024, with no significant labor disputes affecting normal operations[115] - The Group is committed to improving corporate governance practices to enhance transparency and protect stakeholder interests[122] - The Group has adopted green initiatives including resource recycling, energy saving measures, and water saving practices in daily operations[109] - The Company recognizes the benefits of diversity among its Board members and bases appointments on meritocracy and competence[177] Financial Management and Audit - The total remuneration paid/payable to external auditors for audit services was HK$790,000 and for non-audit services was HK$145,000, totaling HK$935,000 for the year ended December 31, 2024[179] - The Remuneration Committee held one meeting in the year ended December 31, 2024 to review the remuneration policies of Directors and senior management[168] - The Nomination Committee also held one meeting in the year ended December 31, 2024 to review the structure and diversity of the Board[172] - The Company Secretary has over 10 years of experience in auditing, accounting, financial management, and corporate finance[182] - The Company Secretary participated in no less than 15 hours of relevant professional training during the year ended December 31, 2024[183]

Magnesium Production and Market Trends - For the year ending December 31, 2024, global magnesium production is expected to be approximately 1.13 million tons, with China accounting for 1.026 million tons, or 90.8% of the total, reflecting a significant year-on-year increase of 25%[24]. - The average domestic price for magnesium in 2024 was RMB 17,920 yuan/ton, representing a year-on-year decrease of 13%, with prices hitting a low of RMB 16,000 yuan/ton in December, leading to overall industry losses[24]. - China's magnesium ingot exports grew by 13.6% year-on-year in 2024, but the average price fell by 7.1%[25]. - By December 2024, the national total inventory of magnesium is expected to exceed 80,000 tons, marking a historical high due to significant capacity release and weak demand[27]. - The magnesium industry continues to face cost pressures due to China's "dual carbon" policy, which has raised electricity costs, and the EU's Carbon Border Adjustment Mechanism (CBAM), increasing export uncertainties[26]. - The overall industry remains sluggish, necessitating a balance between short-term pressures and long-term strategic layouts[23]. - The decline in magnesium prices is attributed to weak demand in traditional application fields and cautious procurement by downstream companies[25]. - The magnesium industry is experiencing an acceleration of consolidation, leading to the exit of small capacities and further depressing prices[26]. - The average price of magnesium in 2024 saw a stepwise decline, with an annual drop of 21%[24]. - The industry is under pressure from inventory levels, with the imbalance between supply and demand causing magnesium prices to drop below RMB 16,000 yuan/ton[27]. - The magnesium-aluminum price ratio has dropped to 0.76, the lowest since 2018, highlighting magnesium's cost advantages as it remains below the theoretical ratio of 1.5[36][37]. Applications and Innovations in Magnesium - SAIC Motor Corporation's use of magnesium alloys in electric drive housings reduces weight by 30% and costs by 40%, marking a significant advancement in the application of magnesium alloys[37]. - The world's first biodegradable magnesium cranial fixation system began clinical trials in June 2024, indicating growth in medical applications for magnesium alloys[39]. - By 2050, China's hydrogen demand is expected to reach 60 million tons, requiring an estimated 1.92 million tons of magnesium for hydrogen storage[48]. - Magnesium alloys are projected to have an average compound annual growth rate of 18% in the low-altitude economy, with the market potentially exceeding RMB 2 trillion by 2030[51]. - New applications for magnesium alloys are expanding in sectors such as new energy vehicles, 3C electronics, and medical innovations, indicating a diversification of use cases[37][39]. Financial Performance and Challenges - The Group's revenue for 2024 was HK$242.7 million, a decrease of 7.9% compared to HK$263.5 million in 2023[63]. - The overall gross loss for the year was HK$51.4 million, improved from a gross loss of HK$85.3 million in 2023[63]. - Loss attributable to shareholders was HK$408.4 million, slightly improved from HK$423.6 million in 2023[63]. - The total assets decreased to HK$1,025.2 million in 2024 from HK$1,442.5 million in 2023[65]. - The gearing ratio increased to 69.8% in 2024 from 47.7% in 2023, indicating higher financial leverage[65]. - The sales volume of magnesium products increased from 12,300 tons in 2023 to 13,678 tons in 2024[71]. - The average selling price of magnesium products decreased from HK$21,337 per ton in 2023 to HK$17,564 per ton in 2024[71]. - Administrative expenses were approximately HK$57.5 million in 2024, down from HK$83.7 million in 2023 due to cost-cutting measures[73]. - Financial costs totaled HK$54.9 million in 2024, an increase of 12.5% year-on-year[75]. - The Group recognized a non-recurring impairment provision of HK$252.1 million on non-current assets, reflecting ongoing challenges in the magnesium business[74]. - In 2024, the Group's magnesium product business incurred losses due to the global economic slowdown, leading to an impairment assessment of non-current assets[81]. - The carrying amounts for property, plant, and equipment were approximately HK$687.79 million, down from HK$1,020.50 million in 2023, indicating a significant decline[81]. - The impairment loss recognized for property, plant, and equipment was HK$233.84 million, compared to HK$188.94 million in 2023, reflecting a year-on-year increase[83]. - As of December 31, 2024, the Group's cash in bank was HK$24.72 million, down from HK$39.95 million in 2023, highlighting liquidity challenges[80]. - Current borrowings amounted to approximately HK$108.83 million, raising concerns about liquidity risk if sufficient funds cannot be raised[91]. Corporate Governance and Compliance - The Group has established relevant committees and adopted internal policies to enhance corporate governance practices[117]. - The Board held four meetings during the year ended 31 December 2024, ensuring regular oversight of the Group's strategies and financial performance[131]. - The Company has complied with the Code on Corporate Governance Practices as set out in the Listing Rules, with some deviations disclosed[120]. - The Board is responsible for overseeing the Group's daily operations and ensuring adequate resources for accounting and financial reporting functions[129]. - The company has appointed sufficient Independent Non-executive Directors, with at least one possessing appropriate accounting or financial management expertise[134]. - The Board has received annual confirmation of independence from each Independent Non-executive Director as required under the Listing Rules[134]. - The company has three committees: Audit Committee, Remuneration Committee, and Nomination Committee, with the Audit Committee consisting of three Independent Non-executive Directors[150]. - The Audit Committee's main responsibility is to provide independent and professional financial reporting advice and review the Group's internal controls[150]. - The company has adopted a "Board Diversity Policy" to enhance corporate governance practices[144]. - The Company has formulated an inside information policy to guide the handling of inside information and regularly reminds directors and employees about compliance[189]. - The Group is committed to enhancing investor relationships by increasing transparency and facilitating two-way communication with shareholders[192]. - The Company encourages shareholders to send their inquiries and concerns regarding management and corporate governance[182]. Employee Relations and Management - The Group employs approximately 340 employees as of December 31, 2024[108]. - Employee remuneration is determined based on performance, work experience, and current market conditions[108]. - The Group has not experienced any significant labor disputes or changes in employee relations affecting normal operations[108]. - The Group maintains good relationships with business partners, shareholders, investors, and banks to achieve long-term goals[109]. - The Company encourages Directors to participate in continuous professional development courses to enhance their knowledge and skills[139]. - All Directors have provided records of training received during the year ended December 31, 2024[139].

Financial Performance - Revenue for the six months ended June 30, 2024, was HK$106,454,000, a 3% increase from HK$103,004,000 in the same period of 2023[6] - Gross loss for the period was HK$24,402,000, improved from a gross loss of HK$35,039,000 in the prior year[6] - Loss before tax for the period was HK$79,804,000, compared to a loss of HK$113,282,000 in the same period last year[6] - Total comprehensive loss for the period was HK$115,078,000, down from HK$186,527,000 in the previous year[7] - Basic and diluted loss per share was 13 cents, an improvement from 28 cents in the same period of 2023[7] - The company reported a loss before income tax of HK$79,804,000 for the six months ended June 30, 2024, compared to a loss of HK$113,282,000 for the same period in 2023, showing an improvement of approximately 29.5%[14] - For the six months ended June 30, 2024, the company reported a loss attributable to owners of HK$79,593,000, compared to a loss of HK$113,238,000 for the same period in 2023, representing a 29.7% improvement in loss[23] - The post-tax loss for the period decreased to HK$79,593,000, down from HK$113,238,000 in 2023[58] Comprehensive Loss and Other Financial Metrics - Total comprehensive loss for the period was HK$115,078,000, down from HK$186,527,000 in the previous year[7] - Other comprehensive loss included an exchange difference on translating foreign operations of HK$35,485,000, compared to HK$73,289,000 in the prior year[7] - The company recorded a total comprehensive loss of HK$186,527,000 for the six months ended June 30, 2024, compared to a total comprehensive loss of HK$115,078,000 for the same period in 2023, indicating a worsening of about 62.1%[13] Assets and Liabilities - Total non-current assets decreased from HK$1,101,300,000 as of December 31, 2023, to HK$1,034,489,000 as of June 30, 2024, representing a decline of approximately 6.1%[9] - Current assets decreased from HK$341,231,000 as of December 31, 2023, to HK$296,864,000 as of June 30, 2024, a reduction of about 12.9%[9] - Net current assets decreased from HK$156,480,000 as of December 31, 2023, to HK$117,729,000 as of June 30, 2024, indicating a decline of approximately 24.8%[9] - Total liabilities increased from HK$829,070,000 as of December 31, 2023, to HK$833,470,000 as of June 30, 2024, reflecting a slight increase of about 0.5%[10] - The company's net assets decreased from HK$612,961,000 as of December 31, 2023, to HK$497,883,000 as of June 30, 2024, a decline of approximately 18.7%[10] - The company's total equity decreased from HK$612,961,000 as of December 31, 2023, to HK$497,883,000 as of June 30, 2024, reflecting a decrease of about 18.7%[10] Cash Flow and Financing - Cash generated from operating activities was HK$13,544,000 for the six months ended June 30, 2024, compared to HK$4,385,000 for the same period in 2023, representing an increase of about 208.5%[14] - The Group's cash and cash equivalents at the end of the reporting period were HK$41,164,000, an increase from HK$32,666,000 as of June 30, 2023[15] - The Group's working capital and capital expenditure needs were primarily financed through shareholders' equity, cash generated from operations, and borrowings[74] - The Group is considering possible equity fundraising opportunities to strengthen its capital base and enhance liquidity[74] - The company is actively seeking financing options, including venture capital and equity financing, to address capital demands amid a weak market environment[60][61] Operational Performance - The overall gross loss margin of the magnesium product business was 22.9%, improved from 34.0% in 2023[58] - Total sales volume increased from 4,745 tons in the same period of 2023 to 6,236 tons during the period[58] - Selling and distribution costs increased by approximately HK$326,000, representing 1.2% of total revenue, up from 0.9% in 2023, primarily due to increased sales volume[68][70] - General administrative expenses decreased by HK$19,056,000 compared to the previous year, mainly due to reduced professional fees related to a prior court petition[69][71] Governance and Compliance - The board of directors consists of two executive directors and two independent non-executive directors, ensuring a balanced governance structure[2] - The Company has adhered to the corporate governance practices as set out in the Listing Rules, with noted deviations regarding the roles of chairman and CEO[85] - Following the retirement of Mr. Kwong Ping Man, the Company currently has only two independent non-executive directors, which does not comply with Listing Rules 3.10(1) and 3.21[88] - The Company plans to appoint a suitable candidate as an independent non-executive director within three months of Mr. Kwong's retirement to comply with Listing Rules 3.11 and 3.23[88] Legal and Regulatory Matters - The company has taken various remedial measures to enhance its internal control and prevent recurrence of non-compliance issues related to connected transactions[41] - The company has not complied with certain reporting and approval requirements regarding guarantees provided for loans, as disclosed in previous announcements[41] - The Group is actively communicating with creditors to resolve lawsuits and facilitate the debt restructuring process for Baishan Tianan[47] - Baishan Tianan received a court summons regarding a breach of loan terms, with the bank demanding repayment of approximately RMB64 million in principal, along with interest and other costs[44] Market Conditions - The magnesium industry is currently experiencing a downturn due to declining prices, but metal magnesium and magnesium alloys are still in a growth phase of their life cycle[63][64] - The management believes that metal magnesium will thrive across various industries, aligning with the national "Dual Carbon" policy and future energy conservation trends[66]

Financial Proceeds - The net proceeds from the rights issue are approximately HKD 14.4 million[2] - 50% of the net proceeds (HKD 7.2 million) is allocated for ongoing administrative and operational expenses[4] - Another 50% (HKD 7.2 million) is designated to promote the growth of the existing magnesium business, including support for production costs and raw material procurement[4] - As of December 31, 2023, HKD 2.1 million of the net proceeds has been utilized, leaving a remaining balance of HKD 12.3 million[6] - The expected timeline for utilizing the unutilized net proceeds is by June 30, 2024[4]

Market Conditions - In 2023, the average monthly price of magnesium ingots in China decreased from RMB 21,811 per ton in January to RMB 20,433 per ton in December, resulting in an annual average price of RMB 21,953 per ton, a decline of 27.5% year-on-year, marking a three-year low [10]. - The magnesium market continues to face pressure into 2024, with prices expected to decline further as downstream purchasing remains cautious and factories report significant losses [13]. - The overall economic environment in 2023 was unfavorable, contributing to the decline in magnesium prices and impacting the financial performance of the company [13]. Financial Performance - The Group's revenue for 2023 was HK$263,491,000, a decrease of 31.4% compared to HK$383,899,000 in 2022 [30]. - The overall gross loss for the year was HK$85,281,000, reversing from a gross profit of HK$46,614,000 in the previous year [30]. - The loss attributable to shareholders was HK$423,600,000, compared to a profit of HK$1,404,000 in 2022 [30]. - The average selling price of magnesium products dropped from HK$34,592 per ton in 2022 to HK$21,337 per ton in 2023, significantly impacting revenue [34]. - Revenue decreased by approximately HK$120,408,000, or 31.4%, compared to the previous year, primarily due to a substantial drop in the average selling price of magnesium products from HK$34,592 per ton in 2022 to HK$21,337 per ton in 2023 [38][40]. - The Group recorded a consolidated net loss of approximately HK$423,600,000 for the year ended 31 December 2023 [138]. Asset and Equity Changes - The total assets of the Group decreased to HK$1,442,531,000 in 2023 from HK$1,873,174,000 in 2022 [32]. - The total equity of the Group also declined to HK$612,961,000 in 2023 from HK$1,095,952,000 in 2022 [32]. - The Group reported accumulated losses of approximately HK$30,317,000 as of December 31, 2023 [190]. Operational Challenges - The Group faces operational risks due to inadequate internal processes and external events, with management regularly assessing key operational exposures and implementing relevant measures [68]. - The Group is facing challenges due to weak market demand and tight cash flow, which may exacerbate operational burdens and funding shortages [70]. - The Group's subsidiaries and newly acquired enterprises may lag behind in certain environmental and duty requirements due to long operational history, prompting close monitoring of environmental policy impacts on business development [79]. Financing and Capital Needs - The management is actively seeking financing options to address the capital needs for environmental upgrades and transformations [22]. - The management is actively seeking financing options, including venture capital, equity financing, and project partnerships, to address the significant capital investment required for environmental upgrades mandated by local government regulations [70]. - As of December 31, 2023, the Group's current borrowings amounted to approximately HK$111,228,000, while cash and cash equivalents were only about HK$39,954,000, indicating a liquidity risk if sufficient funds cannot be raised to meet financial obligations [67]. Governance and Compliance - The Group has established proper investment assessment and due diligence procedures to balance risk and return across different investments, with regular updates submitted to the Board [74]. - The Group has established relevant committees and adopted internal policies to enhance corporate governance and protect stakeholder interests [93]. - The Company has established a corporate governance function, which the Board has actively performed during the review year [111]. - The Board is responsible for reviewing and monitoring the Group's financial performance, including the preparation and approval of financial statements [98]. Employee and Labor Relations - The Group employed approximately 352 employees as of December 31, 2023, with remuneration determined based on performance, work experience, and market conditions [83]. - There were no significant labor disputes or changes in employee relations affecting normal operations during the year [83]. - The Group is committed to optimizing its compensation structure and enhancing recruitment channels to attract and retain skilled personnel amid competitive industry conditions [76]. Environmental and Social Responsibility - The Group recognizes the importance of environmental protection for its long-term development and will continue to improve management practices [186]. - The Group is committed to improving long-term sustainability of the communities in which it operates, adhering to environmental laws and regulations, and implementing green initiatives [79]. Investor Relations - The Group is committed to enhancing investor relations by increasing transparency to the investment community [162]. - The Group encourages two-way communication with investors via its website [162]. - The Group's commitment to transparency is reflected in its regular updates and shareholder meetings [162]. - The Group has a strategic focus on maintaining strong investor relations to support its growth initiatives [162].

Magnesium Market Performance - The average price of magnesium ingots in 2023 was 21,953 yuan/ton, a decrease of 27.5% compared to the previous year, reaching a three-year low[13]. - The monthly price of magnesium decreased from 21,811 yuan/ton in January to 20,433 yuan/ton in December 2023[18]. - The magnesium market continues to face heavy pressure, with downstream purchases being generally cautious and factories suffering severe losses[18]. - The overall economic environment in 2023 was unfavorable, contributing to the decline in magnesium prices[18]. - The Group's performance in 2023 was impacted by high costs and continuously declining magnesium prices, putting pressure on profitability[27]. - The magnesium-aluminum price ratio remained low, with 9 months below 1.2, reaching a minimum of 1.08 and ending the year at 1.18, indicating a significant cost-effectiveness advantage for magnesium[26]. - The sales volume of magnesium products slightly increased from 11,098 tons in 2022 to 12,300 tons in 2023, but the average selling price dropped from HK$34,592 per ton to HK$21,337 per ton[39]. - The Group aims to promote downstream applications of magnesium-based products, leveraging its cost-effectiveness compared to aluminum[26]. Financial Performance - The Group's revenue for the year was HK$263,491,000, a decrease of 31.4% compared to HK$383,899,000 in 2022[34]. - The overall gross loss for the year was HK$85,281,000, reversing from a gross profit of HK$46,614,000 in the previous year[34]. - The loss attributable to shareholders was HK$423,600,000, compared to a profit of HK$1,404,000 in 2022[34]. - The Group's revenue in 2023 decreased by approximately HK$120,408,000, or 31.4%, compared to the previous year[38]. - The Group recorded an overall gross loss of HK$85,281,000 in 2023, compared to a gross profit of HK$46,614,000 in the previous year[40]. - The finance cost for the year totaled approximately HK$48,793,000, representing a year-on-year increase of HK$27,870,000, or 133.2%[56]. - The Group's gearing ratio was 47.7% in 2023, up from 34.3% in 2022[52]. - The Group recorded a consolidated net loss of approximately HK$423,600,000 for the year ended 31 December 2023[153]. - The Group reported a retained cumulative loss of approximately HKD 30,317,000 as of December 31, 2023[198]. - The Group did not declare an interim dividend during the review period and the Board does not recommend a final dividend for the year ended December 31, 2023[198]. Corporate Governance - The company plans to release its full annual report on April 30, 2024, which will be available on the Hong Kong Stock Exchange and the company's website[3]. - The company is committed to enhancing its corporate governance and will provide a comprehensive governance report in its annual report[6]. - The board of directors includes executive and independent non-executive members, ensuring a balanced governance structure[7]. - The Company has established relevant committees and adopted internal policies to enhance corporate governance practices and protect stakeholder interests[104]. - The Company complied with the Code on Corporate Governance Practices as set out in the Listing Rules, with no significant deviations reported[105]. - The Board includes five directors, with at least one independent non-executive director possessing appropriate accounting or financial management expertise[115]. - The Company has adopted a "Board Diversity Policy" to enhance corporate governance practices[125]. - The Company has established a framework for compliance with legal and regulatory requirements, which is monitored by the Board[125]. - The Board will periodically review the current structure of roles and responsibilities to ensure effective corporate governance[129]. - The Company Secretary has over 10 years of experience in auditing, accounting, financial management, and corporate finance[158]. Risk Management - The Group is actively seeking financing options, including venture capital and equity financing, to address the financial pressures from environmental upgrades and market demand challenges[27]. - The management is focused on creating conditions for offshore financing to support environmental upgrades and transformation needs[31]. - The Group has established procedures for credit risk management, including regular assessments of clients' transaction records and credit history to minimize exposure[74]. - The Group's interest rate risk is analyzed dynamically, with management considering cost-effective methods to mitigate this risk when appropriate[73]. - The Group's operational risk management involves regular assessments and improvements to internal controls to mitigate risks arising from inadequate processes or external events[76]. - The effectiveness of the internal control system was reviewed, covering risk management functions, financial, operational, and compliance controls, as well as staff qualifications and training adequacy[172]. Environmental Compliance - The Group is committed to complying with environmental regulations and has adopted green initiatives, including resource recycling and energy-saving measures[89]. - The local government in Hami, Xinjiang, has mandated upgrades for magnesium production facilities, which are crucial for compliance with national environmental policies[78][79]. - The Group emphasizes the importance of environmental protection for its long-term development and will continue to review and improve management practices[197]. Stakeholder Engagement - The Group is committed to enhancing investor relations by increasing transparency and facilitating communication with shareholders[176]. - The Company regularly sends corporate communication documents to shareholders and publishes announcements on its website and the Stock Exchange[177]. - The management team includes experienced individuals such as Mr. Shum, who has over 40 years in textile manufacturing and trading[179]. - Independent non-executive directors bring extensive experience in finance and compliance, with Mr. Kwong having over 15 years in accounting and Mr. Cheung over 40 years in auditing[184][185]. - The Company encourages investors to communicate through its website to foster ongoing dialogue[177]. Employee Relations - The Group employed approximately 352 employees as of December 31, 2023, with no significant changes in employee relations affecting operations[93]. - The Group's management emphasizes the importance of systematic staff training to enhance employee effectiveness and corporate culture[88]. - The Company will periodically analyze its remuneration system to ensure competitiveness in attracting and retaining key personnel[88].