2024 週年報告 ANNUAL REPORT 2024 A NNUAL RE P O R T 週年報告 目錄 CONTENTS 1 稀鎂科技集團控股有限公司 2024 週年報告 2 公司資料 Corporate Information 4 主席報告 Chairman's Statement 12 管理層討論及分析 Management Discussion and Analysis 58 綜合財務狀況表 21 企業管治報告 Corporate Governance Report 60 綜合權益變動表 36 董事及高級管理人員簡介 Directors and Senior Management Profiles 62 綜合現金流量表 39 董事會報告 Report of the Directors 64 財務報表附註 48 獨立核數師報告 Independent Auditors' Report 56 綜合損益及其他全面收入表 Consolidated Statement of Profit or Loss and Other Comprehensive Income Consolidated Stateme ...

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） 2024年全年業績公告 稀鎂科技集團控股有限公司（「本公司」）董事會（「董事會」）欣然宣佈本公司及其附屬公司 截至2024年12月31日止年度的經審核業績。本公告列載本公司2024年年報全文，並符合香 港聯合交易所有限公司證券上市規則內有關全年業績初步公告須附載資料的要求。本公 司2024年年報的印刷版本將於2025年4月30日或之前寄發予本公司股東，並可於聯交所網 站 www.hkexnews.hk 及本公司的網站 www.remt.com.hk 閱覽。 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3月28日 於本公佈之日期，董事會成員包括： ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其準確性或完整 性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何部分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） 2024 年中期業績公告 稀鎂科技集團控股有限公司（「本公司」）之董事會（「董事會」）欣然宣佈本公司及其附 屬公司截至2024年6月30日止六個月期間的未經審核業績。本公告列載本公司2024 年中期業績報告全文，並符合香港聯合交易所有限公司證券上市規則內有關中期業 績初步公告須附載資料的要求。本公司2024年中期業績報告的印刷版本將於2024 年9月10日寄發予本公司股東，並可於其時在香港交易及結算所有限公司的網站 www.hkexnews.hk 及本公司的網站www.remt.com.hk 閱覽。 | --- | --- | --- | |-------|-------|---------------------- ...

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].

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） 2023 年全年業績公告 稀鎂科技集團控股有限公司（「本公司」）董事會（「董事會」）欣然宣佈本公司及其附屬公 司截至2023年12月31日止年度的經審核業績。本公告列載本公司2023年年報全文， 並符合香港聯合交易所有限公司證券上市規則內有關全年業績初步公告須附載資料 的要求。本公司2023年年報的印刷版本將於2024年4月30日寄發予本公司股東，並可 於聯交所網站www.hkexnews.hk及本公司的網站www.remt.com.hk閱覽。 承董事會命 稀鎂科技集團控股有限公司 主席 香港，2024年3月28日 於本公佈日期，董事為： 執行董事： 沈世捷先生及池斯樂女士 獨立非執行董事： 鄺炳文先生、張省本先生及 ...

Financial Performance - Revenue for the six months ended June 30, 2023, was HK$103,004,000, a decrease of 57% compared to HK$238,936,000 for the same period in 2022[8] - Gross loss for the period was HK$35,039,000, compared to a gross profit of HK$57,410,000 in the previous year[8] - Loss before tax increased to HK$113,282,000 from HK$86,321,000 year-on-year, reflecting a worsening financial performance[8] - Total comprehensive loss attributable to owners of the Company for the period was HK$186,527,000, slightly improved from HK$191,848,000 in the prior year[10] - Basic and diluted loss per share was 28 cents, compared to 1.46 cents in the same period last year[10] - For the six months ended June 30, 2023, the loss before income tax was HK$113,282,000, compared to a loss of HK$86,321,000 for the same period in 2022, indicating a worsening of 31.2%[21] - The total comprehensive loss for the period was HK$186,527,000, which includes a loss of HK$113,238,000 and other comprehensive losses of HK$73,289,000[19] - Cash generated from operating activities was HK$4,385,000, a significant decrease from HK$33,658,000 in the previous year, representing a decline of approximately 87%[21] - The after-tax loss increased to HK$113,238,000 for the period, compared to HK$96,188,000 in the same period of 2022[104] Assets and Liabilities - Non-current assets decreased to HK$1,329,413,000 as of June 30, 2023, down from HK$1,445,474,000 at the end of 2022[14] - Current assets totaled HK$386,140,000, a decline from HK$427,700,000 at the end of 2022[14] - Net current assets decreased to HK$203,423,000 from HK$254,946,000 at the end of the previous year[14] - As of June 30, 2023, total non-current liabilities amounted to HK$623,411,000, an increase of 3.1% from HK$604,468,000 as of December 31, 2022[16] - The company's net assets decreased to HK$909,425,000 from HK$1,095,952,000, reflecting a decline of approximately 17%[16] - The company’s reserves decreased from HK$1,092,002,000 to HK$905,475,000, a reduction of approximately 17%[16] - Trade receivables increased to HK$1,676,000 from HK$1,498,000 year-on-year, indicating a slight improvement in collection[14] - Trade receivables as of June 30, 2023, amounted to HK$141,726,000, a decrease from HK$154,881,000 as of December 31, 2022, while the allowance for expected credit loss was HK$140,050,000[54] - The company reported trade payables of HK$19,998,000 as of June 30, 2023, an increase from HK$17,449,000 as of December 31, 2022, indicating a rise in outstanding obligations[60] - Total borrowings as of June 30, 2023, were HK$326,163,000, slightly up from HK$320,104,000 as of December 31, 2022, with bank borrowings at HK$69,184,000 and other borrowings at HK$256,979,000[62] Operational Highlights - The Group's cash and cash equivalents at the end of the period increased to HK$32,666,000, up from HK$26,289,000 in 2022, representing a growth of about 24.8%[24] - The Group's production facilities underwent necessary maintenance in April 2023, temporarily reducing capacity and negatively impacting profit margins[104] - The overall magnesium industry faced significant challenges in the first half of the year due to declining demand and high market inventories[100] - The Group has undertaken necessary production maintenance to improve efficiency, which temporarily reduced production capacity and negatively impacted profit margins[106] - The company has not reported any new product launches or significant market expansions during this period[20] Market Conditions - The average selling price of products declined by approximately 49% compared to the same period last year due to the depreciation of the RMB and low market magnesium prices[104] - Magnesium prices have dropped by 40.6% compared to the same period last year, returning to low levels seen two years ago[100] - The cost of main raw materials for producing magnesium ingots has decreased by less than 20% compared to the previous year, leading to a narrowing profit margin[100] - The management believes that the trend of "magnesium replacing aluminium" will become clearer, with increasing emphasis on lightweighting and energy conservation in the magnesium industry[116] Corporate Governance - The Company has complied with the corporate governance code, except for the separation of roles between the Chairman and CEO[165] - The Company has complied with the Code on Corporate Governance Practices, except for the dual role of Chairman and CEO held by Mr. Shum Sai Chit since 2015[168] - The Audit Committee held two meetings to review accounting principles and internal control matters during the period[167] - All Directors confirmed compliance with the Model Code for Securities Transactions throughout the six months ended 30 June 2023[172] Future Outlook - The Group is considering equity fundraising opportunities to strengthen its capital base and improve liquidity[135] - The magnesium market is currently in a downturn, but long-term prospects are promising due to China's abundant magnesium resources and strong production capabilities[107]

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其準確性或完整 性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何部分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） 2 0 2 3年 中 期 業 績 公 告 稀鎂科技集團控股有限公司（「本公司」）之董事會（「董事會」）欣然宣佈本公司及其附 屬公司截至2023年6月30日止六個月期間的未經審核業績。本公告列載本公司2023 年中期業績報告全文，並符合香港聯合交易所有限公司證券上市規則內有關中期業 績初步公告須附載資料的要求。本公司2023年中期業績報告的印刷版本將於2023 年9月8日寄發予本公司股東，並可於其時在香港交易及結算所有限公司的網站 www.hkexnews.hk 及本公司的網站www.remt.com.hk 閱覽。 承董事會命 ...

目錄 CONTENTS | 2 | 公司資料 | | --- | --- | | | Corporate Information | | 4 | 主席報告 | | | Chairman's Statement | | 12 | 管理層討論及分析 | | | Management Discussion and Analysis | | 26 | 企業管治報告 | | | Corporate Governance Report | | 40 | 董事及高級管理人員簡介 | | | Directors and Senior Management Profiles | | 43 | 董事會報告 | | | Report of the Directors | 53 獨立核數師報告 Independent Auditors' Report 62 綜合損益及其他全面收入表 Consolidated Statement of Profit or Loss and Other Comprehensive Income 64 綜合財務狀況表 Consolidated Statement of Financial Position ...