[Performance Overview](index=1&type=section&id=%E6%A5%AD%E7%B8%BE%E6%A6%82%E8%A6%81) [Financial Performance](index=9&type=section&id=%E8%B2%A1%E5%8B%99%E6%A5%AD%E7%B8%BE) In 2022, the Group turned from profit to loss with a net loss of approximately HKD 394 million, driven by a 33% revenue decline and a significant HKD 326 million environmental remediation cost Key Financial Indicators for 2022 | Indicator | 2022 | 2021 | Change | | :--- | :--- | :--- | :--- | | Revenue | 810,413 Thousand HKD | 1,212,471 Thousand HKD | -33% | | Net (Loss) / Profit | (393,677) Thousand HKD | 25,436 Thousand HKD | Turned from profit to loss | | (Loss) / Earnings Per Share | (15.94) HK cents | 1.04 HK cents | Turned from profit to loss | - Key reasons for performance decline include reduced revenue due to the pandemic and macroeconomic impacts, and a significant one-time expense of approximately **HKD 326 million** for soil pollution remediation at the Yixing plant to fulfill corporate social responsibility[39](index=39&type=chunk)[55](index=55&type=chunk)[86](index=86&type=chunk) - The Board does not recommend a final dividend for the year ended December 31, 2022[15](index=15&type=chunk)[40](index=40&type=chunk) [Consolidated Financial Statements](index=1&type=section&id=%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8) [Consolidated Income Statement](index=1&type=section&id=%E7%B6%9C%E5%90%88%E6%90%8D%E7%9B%8A%E8%A1%A8) In 2022, Group revenue fell 33% to HKD 810 million, resulting in a net loss of HKD 394 million from a prior year profit Consolidated Income Statement Summary | Item | 2022 (Thousand HKD) | 2021 (Thousand HKD) | | :--- | :--- | :--- | | Revenue | 810,413 | 1,212,471 | | Gross Profit | 1,116 | 85,983 | | Other Operating Expenses | (326,412) | – | | Operating (Loss) / Profit | (391,649) | 28,538 | | (Loss) / Profit for the Year | (393,677) | 25,436 | | (Loss) / Profit Attributable to Owners of the Company | (373,296) | 24,274 | [Consolidated Statement of Financial Position](index=3&type=section&id=%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E7%8B%80%E6%B3%81%E8%A1%A8) As of December 31, 2022, total assets decreased to HKD 2.41 billion, with net assets at HKD 2.28 billion, while maintaining a low 6% total liabilities to total assets ratio Consolidated Statement of Financial Position Summary | Item | December 31, 2022 (Thousand HKD) | December 31, 2021 (Thousand HKD) | | :--- | :--- | :--- | | Non-current Assets | 259,827 | 316,424 | | Current Assets | 2,149,803 | 2,730,581 | | **Total Assets** | **2,409,630** | **3,047,005** | | Current Liabilities | 132,174 | 155,366 | | Non-current Liabilities | 1,020 | 1,391 | | **Total Liabilities** | **133,194** | **156,757** | | **Net Assets** | **2,276,436** | **2,890,248** | | Cash and Cash Equivalents | 1,452,386 | 1,819,833 | - The total liabilities to total assets ratio remained at a low level of approximately **6%**[76](index=76&type=chunk) [Management Discussion and Analysis](index=9&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E8%A8%8E%E8%AB%96%E8%88%87%E5%88%86%E6%9E%90) [Business Review](index=10&type=section&id=%E6%A5%AD%E5%8B%99%E5%9B%9E%E9%A1%A7) In 2022, both core businesses faced challenges from global economic uncertainty and China's lockdowns, leading to a 33% drop in total Group revenue - Global manufacturing supply chains were impacted by geopolitical tensions and the pandemic, yet demand for rare earth permanent magnet materials in new energy vehicles and wind power continued to grow[41](index=41&type=chunk) [Rare Earth Business](index=10&type=section&id=%E7%A8%80%E5%9C%9F%E6%A5%AD%E5%8B%99) In 2022, rare earth business sales decreased 36% to HKD 547 million, with volumes down 25% to 670 tonnes, resulting in a gross loss due to extensive plant remediation Rare Earth Business Performance | Indicator | 2022 | 2021 | Change | | :--- | :--- | :--- | :--- | | Sales | 546,615 Thousand HKD | 858,249 Thousand HKD | -36% | | Sales Volume | Approx. 670 Tonnes | - | -25% | | Gross Margin | Approx. -6% | - | Turned from profit to loss | - The business operation model has gradually transitioned to focus on trade processing, with extensive plant land remediation affecting business operations[42](index=42&type=chunk) - Geographic market distribution remains highly concentrated in the China domestic market, accounting for approximately **97%** of total rare earth product revenue[69](index=69&type=chunk) [Refractory Materials Business](index=11&type=section&id=%E8%80%90%E7%81%AB%E6%9D%90%E6%96%99%E6%A5%AD%E5%8B%99) Affected by China's lockdowns and weak downstream demand, refractory materials sales decreased 26% to HKD 264 million, with volumes down, resulting in a segment gross margin of approximately 12% Refractory Materials Business Performance | Indicator | 2022 | 2021 | Change | | :--- | :--- | :--- | :--- | | Sales | 263,798 Thousand HKD | 354,222 Thousand HKD | -26% | | Segment Gross Margin | Approx. 12% | - | - | | Refractory Materials Sales Volume | Approx. 24,600 Tonnes | - | -30% | | Magnesia Sales Volume | Approx. 18,900 Tonnes | - | -15% | - The magnesia business turned from profit to loss with a gross loss rate of approximately **7%** due to unstable supply and soaring costs of raw materials (magnesite, electrodes)[71](index=71&type=chunk) - Overseas markets (Japan, South Korea, etc.) saw increased exports due to economic recovery, raising their share of refractory product revenue to approximately **32%**[85](index=85&type=chunk) [Environmental Remediation Project](index=12&type=section&id=%E7%92%B0%E5%A2%83%E7%B6%AD%E8%AD%B7%E5%B7%A5%E7%A8%8B) The Group undertook a comprehensive soil and groundwater remediation project at its Yixing rare earth plant, incurring a cost of approximately HKD 326 million recognized as other operating expenses, a primary cause of the annual loss - To comply with government environmental requirements and fulfill social responsibility, soil pollution remediation was conducted at the Yixing plant[86](index=86&type=chunk) - The total cost of the remediation project was approximately **HKD 326 million**, recognized as other operating expenses in the income statement and completed by year-end[86](index=86&type=chunk)[55](index=55&type=chunk) [Outlook and Strategies](index=12&type=section&id=%E5%B1%95%E6%9C%9B%E8%88%87%E7%AD%96%E7%95%A5) The Group is optimistic about the rare earth market, especially demand from new energy industries, and plans to seek strategic collaborations, consider relocating the Yixing production line, and anticipates a recovery in refractory materials demand - Strategic priorities include seizing new energy development opportunities, focusing on high-end rare earth permanent magnet materials, and adhering to high-quality development[47](index=47&type=chunk) - The Group is actively resuming cooperation discussions with China Northern Rare Earth (Group) and conducting due diligence on an investment with Longchuan Zhongxin Xisheng to extend upstream development[74](index=74&type=chunk) - As a long-term plan, the Group is considering relocating the Yixing rare earth separation production line to be closer to rare earth mineral sources and enhance efficiency[48](index=48&type=chunk) [Liquidity and Financial Resources](index=14&type=section&id=%E6%B5%81%E5%8B%95%E8%B3%87%E9%87%91%E5%8F%8A%E8%B2%A1%E5%8B%99%E8%B3%87%E6%BA%90) The Group maintains a prudent financial policy with approximately HKD 1.45 billion in cash and no bank borrowings as of year-end 2022, maintaining a low 6% total liabilities to total assets ratio Liquidity Indicators (December 31, 2022) | Indicator | Amount (Thousand HKD) | | :--- | :--- | | Cash and Bank Deposits | 1,452,386 | | Net Current Assets | 2,017,629 | | Bank Facilities | 167,917 (RMB 150 Million) | | Utilized Facilities | 0 | - The Group has no borrowings from any banks or financial institutions, nor does it hold any financial derivative products[50](index=50&type=chunk) - Due to slower customer payments and delayed accounts receivable aging, the Group increased its provision for impairment losses on accounts receivable by approximately **HKD 15.29 million** at year-end[76](index=76&type=chunk) [Corporate Governance and Other Information](index=14&type=section&id=%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB%E5%8F%8A%E5%85%B6%E4%BB%96%E8%B3%87%E8%A8%8A) [Employees and Remuneration](index=14&type=section&id=%E5%83%B1%E5%93%A1%E5%8F%8A%E8%96%AA%E9%85%AC) As of year-end 2022, the Group employed approximately 360 staff, with annual employee costs of approximately HKD 36.38 million, and granted 100 million share options - As of December 31, 2022, the Group employed a total of approximately **360** staff, similar to the previous year-end[77](index=77&type=chunk) - Total employee costs for the year (including directors' emoluments) amounted to approximately **HKD 36.38 million**, a slight decrease from 2021[77](index=77&type=chunk) - On November 30, 2022, a total of **100,000,000** share options were granted to certain eligible participants, with an exercise price of **HKD 0.51** per share[78](index=78&type=chunk)[91](index=91&type=chunk)

Financial Performance - For the six months ended June 30, 2022, the company reported revenue of HKD 400,403,000, a decrease of 25.8% compared to HKD 539,065,000 for the same period in 2021[5] - Gross profit for the same period was HKD 44,529,000, down from HKD 49,578,000, reflecting a gross margin of approximately 11.1%[5] - The net profit for the period was HKD 11,099,000, a decline of 26.5% from HKD 15,169,000 in the previous year[5] - Basic and diluted earnings per share decreased to HKD 0.49 from HKD 0.62, representing a drop of 21%[5] - The total comprehensive loss for the period was HKD 111,710,000, compared to a comprehensive income of HKD 46,251,000 in the prior year, primarily due to foreign exchange losses[8] - The reported segment profit for rare earth products was HKD 9,956,000, down from HKD 21,740,000 in the previous year, reflecting a decline of 54.1%[23] - The company's net profit for the period was approximately HKD 11,099,000, a decrease of about 27% compared to the same period in 2021[44] - Basic earnings per share were approximately HKD 0.49, down from HKD 0.62 in the previous year[35] Assets and Liquidity - Current assets decreased to HKD 2,490,957,000 from HKD 2,575,215,000, indicating a reduction in liquidity[12] - Total assets less current liabilities were HKD 2,779,746,000, down from HKD 2,891,639,000, reflecting a decline in overall financial position[12] - The company's cash and cash equivalents stood at HKD 1,599,210,000, a decrease from HKD 1,819,833,000[10] - Cash and cash equivalents decreased to HKD 1,599,210,000 at the end of the period, down from HKD 1,757,813,000 at the end of June 30, 2021[18] - The company's accounts receivable decreased to HKD 497,879,000 from HKD 539,962,000 as of December 31, 2021[38] - As of June 30, 2022, the group held cash and bank deposits totaling approximately HKD 1,599,210,000, a decrease of over HKD 200,000,000 from the end of 2021[56] Revenue Breakdown - Revenue from rare earth oxides was HKD 267,981,000, a decrease of 28.4% from HKD 374,627,000 in the previous year[25] - Revenue from refractory materials was HKD 110,635,000, down from HKD 133,085,000, representing a decline of 17.0%[25] - The rare earth segment's revenue decreased by approximately 28% to about HKD 267,981,000, accounting for approximately 67% of total revenue[44] - The refractory segment's revenue decreased by about 19% to approximately HKD 132,422,000, representing about 33% of total revenue[44] Operational Activities - The net cash used in operating activities was HKD (147,519,000) for the six months ended June 30, 2022, compared to HKD (2,508,000) in the same period of 2021[18] - In the first half of 2022, the group sold approximately 12,100 tons of refractory materials, a decrease of over 25% compared to the same period last year, with sales revenue around HKD 110,635,000, down about 17% year-on-year[49] - The group sold about 6,500 tons of magnesia sand products, a significant decrease of approximately 45% year-on-year, with sales revenue down about 30% to approximately HKD 21,787,000[50] Strategic Initiatives - The company continues to explore market expansion opportunities and new product development strategies to enhance future growth prospects[5] - The group plans to actively seek partnerships and has signed a strategic cooperation framework agreement with Northern Rare Earth Group to explore collaboration opportunities[53] - The group has engaged a professional agency for soil and groundwater environmental investigations, leading to a budgeted remediation project costing approximately HKD 346,118,000[55] Governance and Shareholding - YY Holdings Limited holds 707,179,200 shares, representing approximately 30.20% of the total issued share capital of the company[84] - The board of directors includes four executive directors and three independent non-executive directors, ensuring a diverse governance structure[93] Dividends and Financing - The company did not declare or distribute any dividends for the period ended June 30, 2022[33][34] - The group has not borrowed from any banks or financial institutions during the review period and maintained a financing limit of approximately HKD 175,398,000[58] - The company did not declare an interim dividend for the six months ended June 30, 2022, consistent with the previous year[60]

Financial Performance - The revenue for the year ended December 31, 2021, was HK$1,212 million, representing an increase from HK$1,112 million in 2020, which is a growth of 9%[19] - The net assets as of December 31, 2021, were HK$2,890 million, up from HK$2,785 million in 2020, indicating a growth of 3.8%[21] - The company reported a profit of HK$24 million for the year 2021, compared to HK$20 million in 2020, marking a 20% increase in profitability[19] - For the year ended December 31, 2021, the Group recorded revenue of approximately HK$1,212,471,000, an increase of about 9% compared to HK$1,112,317,000 in 2020[34] - The Group's net profit was approximately HK$25,436,000, an increase of about 23% from HK$20,608,000 in 2020[36] Revenue Breakdown - Rare Earth Products accounted for 99% of total revenue in 2021, while Refractory Products contributed 1%[26] - Revenue from rare earth products rose by about 6% to approximately HK$858,249,000, accounting for about 71% of total revenue[36] - Revenue from refractory products increased by about 17% to HK$354,222,000, accounting for about 29% of total revenue[36] - The refractory materials segment recorded revenue of approximately HK$354,222,000, an increase of about 17% compared to the previous year, with a gross profit margin of 15%[44][47]. - The Group sold approximately 34,800 tonnes of refractory materials, representing an increase of approximately 25% year-on-year, although the average selling prices decreased by about 15%[49]. Market Outlook and Strategy - The company plans to expand its market presence in Japan and Europe, which are key regions for growth[30] - The management has indicated a positive outlook for 2022, expecting continued revenue growth driven by increased demand for rare earth products[30] - The rare earth products market outlook is optimistic due to increased demand for new energy and clean energy products[35] - The Group plans to monitor market supply and demand changes, particularly in light of geopolitical uncertainties affecting rare earth supply and prices[53][55]. Operational Efficiency and Sustainability - The company is focusing on the development of new technologies in rare earth processing to enhance product quality and efficiency[30] - The gross profit margin for 2021 was maintained at a healthy level, reflecting effective cost management strategies[30] - The Group's rare earth business model has transformed to focus on trading and processing high-end products, limiting the impact of environmental regulations[39] - The Group is committed to sustainable practices in its operations, aligning with global environmental standards[30] - The Group plans to invest in upgrading environmental protection equipment and optimizing daily production processes to align with increasing ecological conservation standards set by the Chinese government[59] Financial Position and Assets - As of December 31, 2021, the Group held cash and bank deposits totaling approximately HK$1,819,833,000, a slight increase from approximately HK$1,740,255,000 at the end of 2020, mainly due to the appreciation of Renminbi during the year[60] - Accounts receivable before impairment loss increased by approximately 18% to approximately HK$583,157,000 at the end of 2021, with about 85% aged less than six months, indicating limited risk of bad debts[62] - The Group's net current assets amounted to approximately HK$2,575,215,000 as of December 31, 2021, similar to the level at the end of 2020, with total liabilities to total assets ratio remaining at approximately 5%[63] Corporate Governance - The Company has adopted its own code of corporate governance based on the principles of the Corporate Governance Code and has complied with it throughout the year ended December 31, 2021[97] - The Board currently comprises seven members, including four executive directors and three independent non-executive directors[108] - The Company has ensured compliance with the Listing Rules regarding the minimum number of independent non-executive directors throughout the year ended December 31, 2021[126] - The Board has established three committees: Audit, Remuneration, and Nomination, each with defined terms of reference[147] - Continuous professional development for directors is provided to enhance their skills and knowledge in accordance with regulatory requirements[119] Director and Management Information - The Group's overall business development policies are formulated by Ms. Qian Yuanying, who has over 30 years of experience in the rare earth and refractory materials industries[79] - Mr. Jiang Quanlong, with over 30 years of industry experience, is responsible for internal and external coordination and business relationship development[80] - Mr. Jiang Dawei has been the CEO since 2017, overseeing the overall management and marketing of the Group's business[81] - The Company Secretary is responsible for maintaining minutes of all Board and committee meetings, ensuring transparency and accountability[123] - The independent non-executive directors possess expertise in financial management and related business areas, providing strategic advice to the Company[126]

CRE 中 國稀土控股有限公司 China Rare Earth Holdings Limited (於開曼群島註冊成立之有限公司) 股份代號：00769 40 球 01 | --- | --- | |----------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------| | | | | 公司資料 董事 執行董事 | 香港法律顧問 趙不渝 馬國強律師事務所 | | 錢元英女士 （主席） 蔣泉龍先生 蔣大偉先生 | 核數師 天健德揚會計師事務所有限公司 | | 蔣才南先生 獨立非執行董事 | 主要往來銀行 | | 黃春華先生 金重先生 竇學宏先生 | 中國 中國建設銀行股份有限公司 招商銀行股份有限公司 中國交通銀行股份有限公司 中國農業銀行股份有限公司 | | 審核委員會 黃春華先生 （主席） 金重先生 竇學宏先 ...

中國稀土控股有限公司 China Rare Earth Holdings Limited (Incorporated in the Cayman Islands with limited liability) (於開曼群島註冊成立之有限公司) Stock code 股份代號 : 00769 Annual Report 2020 年報 T Manu INTERNECES 70 are | (0.9 a jaka CBB n 国 アイレン 82 41 31 - 10.04 更 r p 12 88 2 目 錄 CONTENTS 4 6 16 20 37 50 59 60 61 63 64 66 164 公司資料 Corporate Information 財務摘要 Financial Highlights 主席報告書 Chairman's Statement 董事及高級管理人員簡介 Directors and Senior Management Profile 企業管治報告 Corporate Governance Report 董事會報告 Directors' Report 獨立核數師報告 Independent ...

Financial Performance - For the six months ended June 30, 2020, the company reported revenue of HKD 459,842,000, an increase from HKD 438,972,000 in the same period of 2019, representing a growth of 4.0%[3] - The gross profit for the same period was HKD 39,830,000, down from HKD 42,978,000 in 2019, indicating a decrease of 5.0%[3] - The net profit for the period was HKD 10,807,000, compared to HKD 14,095,000 in 2019, reflecting a decline of 23.0%[3] - Basic and diluted earnings per share decreased to HKD 0.45 from HKD 0.60, a reduction of 25.0%[3] - The total comprehensive loss for the period was HKD 37,670,000, compared to a comprehensive income of HKD 3,790,000 in 2019[5] - The reported segment profit for the rare earth division was HKD 17,637 for the first half of 2020, compared to HKD 12,907 in 2019, reflecting an increase of 36%[17] - The company recorded a comprehensive profit before tax of HKD 14,014 for the six months ended June 30, 2020, down from HKD 16,698 in the same period of 2019, a decrease of 16%[22] - Revenue from external customers in the rare earth segment was HKD 332,001 for the six months ended June 30, 2020, compared to HKD 284,315 in 2019, marking an increase of 17%[19] - For the six months ended June 30, 2020, the company recorded revenue of approximately HKD 459,842,000, an increase of about 5% compared to approximately HKD 438,972,000 for the same period in 2019[37] - Net profit for the period was approximately HKD 10,807,000, a decrease of about 23% compared to approximately HKD 14,095,000 for the same period in 2019[37] - Basic earnings per share were approximately HKD 0.045, down from HKD 0.060 in 2019[37] Cash and Assets - The company's cash and cash equivalents increased to HKD 1,644,768,000 from HKD 1,478,953,000, showing a growth of 11.2%[7] - Current assets decreased to HKD 2,450,089,000 from HKD 2,464,774,000, a decline of 0.6%[7] - The total assets less current liabilities stood at HKD 2,566,671,000, down from HKD 2,604,954,000, a decrease of 1.5%[9] - The company's equity attributable to owners decreased to HKD 2,557,701,000 from HKD 2,595,445,000, a decline of 1.5%[9] - The total cash and cash equivalents at the end of the reporting period was HKD 1,644,768, compared to HKD 1,711,316 at the end of June 30, 2019, showing a decrease of 3.9%[13] - The group maintained a cash and bank deposit balance of approximately HKD 1,644,768,000 as of June 30, 2020, an increase of about HKD 165,815,000 from the end of the previous year[49] Operating Activities - For the six months ended June 30, 2020, the net cash generated from operating activities was HKD 195,951, compared to HKD 50,430 for the same period in 2019, representing a significant increase of 287%[13] - The company incurred a financial cost of approximately HKD 28,000 for the six months ended June 30, 2020, a decrease from HKD 85,000 in the same period of 2019, representing a reduction of 67%[20] - The income tax expense for the six months ended June 30, 2020, was HKD 3,207, compared to HKD 2,603 in 2019, which is an increase of 23%[23] - The company reported a depreciation expense of HKD 15,569 for property, plant, and equipment for the six months ended June 30, 2020, compared to HKD 16,391 in 2019, a decrease of 5%[22] Sales and Market Performance - The company sold approximately 670 tons of rare earth products, representing a growth of about 35% compared to the same period last year[40] - The refractory materials segment sold approximately 12,700 tons of products, a decrease of about 50% compared to the same period last year, with sales revenue of approximately HKD 117,575,000, down about 15% year-on-year[43] - The magnesium sand segment sold approximately 4,800 tons of products, a decrease of about 50% year-on-year, with sales revenue of approximately HKD 10,266,000, down about 38% compared to the previous year[45] - Domestic sales of refractory products accounted for approximately 84% of the segment's revenue, with the Japanese market contributing about 12%[45] - The proportion of domestic sales in China increased to approximately 98%, while exports to markets such as Japan and Europe dropped to about 2%[42] Corporate Governance and Compliance - The company did not buy, sell, or redeem any of its listed securities during the six months ending June 30, 2020[72] - The audit committee reviewed the accounting principles and practices adopted by the group and discussed audit, internal control, and financial reporting matters, including the unaudited interim financial statements for the six months ending June 30, 2020[73] - The company maintained compliance with the corporate governance code throughout the six months ending June 30, 2020[75] - All directors confirmed compliance with the standard code for securities transactions during the six months ending June 30, 2020[76] - The company has maintained sufficient public float as required by the listing rules up to the date of this report[77] - The board of directors consists of four executive directors and three independent non-executive directors as of the report date[78] Future Outlook and Strategic Plans - The company provided a future outlook, projecting a revenue growth of 12% for the second half of 2020[79] - New product launches are expected to contribute an additional HKD 2 billion in revenue by the end of the fiscal year[79] - The company is investing HKD 500 million in R&D for new technologies aimed at enhancing user experience[79] - Market expansion plans include entering two new regions, which are projected to increase market share by 5%[79] - The company is considering strategic acquisitions to bolster its product offerings, with a budget of HKD 1 billion allocated for potential deals[79] Employee and Director Information - Employee costs, including director remuneration, totaled approximately HKD 14,359,000, a decrease of about 14% year-on-year[52] - The board of directors recommended not to declare an interim dividend for the six months ended June 30, 2020[53] - As of June 30, 2020, the company had a total of 707,179,200 shares held by YY Holdings Limited, representing approximately 30.20% of the company's issued share capital[56] - The company reported that the beneficial owner, Qian Yuanying, holds 707,179,200 shares through a trust, with her spouse, Jiang Quanlong, holding an additional 21,000,000 shares, which is 0.90% of the issued share capital[57] - Jiang Quanlong and Qian Yuanying together control 728,179,200 shares, accounting for 31.10% of the company's issued share capital[56]

CRE 中 國稀土控股有限公司 China Rare Earth Holdings Limited (Incorporated in the Cayman Islands with limited liability) (於開曼群島註冊成立之有限公司) Stock code 股份代號：00769 Annual Report 2019 0 ry IX 13 / 8 中国民主席的歌唱 프랑斯基本 12 CRE 宜兴新成利成熟太甚至想公里 http://www.asia.com/ m M . 目 錄 CONTENTS 2 公司資料 Corporate Information 財務摘要 Financial Highlights 4 6 主席報告書 Chairman's Statement 董事及高級管理人員簡介 Directors and Senior Management Profile 16 20 企業管治報告 Corporate Governance Report 董事會報告 Directors' Report 34 46 獨立核數師報告 Independent Auditor's Report 55 綜合損益 ...

Financial Performance - Revenue for the six months ended June 30, 2019, was HKD 438,972,000, a slight increase from HKD 434,626,000 in the same period of 2018, representing a growth of 1%[5] - Gross profit for the same period was HKD 42,978,000, compared to HKD 18,405,000 in 2018, indicating a significant increase of 133%[5] - Operating profit for the first half of 2019 was HKD 16,919,000, a turnaround from an operating loss of HKD 9,212,000 in the previous year[5] - Net profit for the period was HKD 14,095,000, compared to a net loss of HKD 11,682,000 in the same period of 2018, marking a substantial improvement[5] - Basic and diluted earnings per share for the period were HKD 0.60, compared to a loss per share of HKD 0.49 in 2018[5] - Total comprehensive income for the period was HKD 3,790,000, a recovery from a comprehensive loss of HKD 33,657,000 in the previous year[7] - The overall gross profit margin for the period was approximately 10%, an improvement from about 4% in the same period last year[76] - The company reported total revenue of HKD 438,972 thousand for the first half of 2019, a slight increase from HKD 434,626 thousand in the same period of 2018, representing a growth of approximately 0.8%[45] Cash Flow and Assets - Cash and cash equivalents as of June 30, 2019, amounted to HKD 1,711,316,000, an increase from HKD 1,666,292,000 at the end of 2018[10] - The company reported a net cash inflow from operating activities of HKD 50,430,000 for the six months ended June 30, 2019, compared to a net outflow of HKD 245,539,000 for the same period in 2018[19] - The cash and cash equivalents at the end of the period increased to HKD 1,711,316,000 from HKD 1,395,541,000 as of June 30, 2018[19] - The net value of current assets was approximately HKD 2,338,390,000, an increase of about HKD 17,649,000 compared to the end of 2018[88] - Total assets less current liabilities stood at HKD 2,626,415,000, slightly up from HKD 2,618,682,000 at the end of 2018[12] Liabilities and Equity - Non-current liabilities included lease liabilities of HKD 3,943,000, indicating ongoing commitments in operational leases[12] - As of June 30, 2019, the total equity attributable to owners of the company was HKD 2,616,748,000, a decrease from HKD 2,740,593,000 as of January 1, 2018[15] - The company incurred a loss of HKD 11,372,000 during the period, contributing to the cumulative loss of HKD 287,915,000 as of June 30, 2019[15] - The group’s total liabilities to total assets ratio remained at approximately 5%[88] Segment Performance - Revenue from external customers for rare earth products was HKD 284,315 thousand, up from HKD 279,501 thousand in 2018, indicating a growth of about 1.0%[48] - The reported segment profit for rare earth products was HKD 12,907 thousand, significantly higher than HKD 4,140 thousand in the previous year, reflecting an increase of approximately 211.5%[45] - The total revenue from refractory products was HKD 154,657 thousand, slightly down from HKD 155,125 thousand in the same period of 2018, indicating a decrease of about 0.3%[45] - The revenue from the rare earth segment increased by about 2% to approximately HKD 284,315,000, accounting for about 65% of the total revenue[73] - The refractory materials segment generated revenue of approximately HKD 154,657,000, which is similar to approximately HKD 155,125,000 from the previous year, accounting for about 35% of total revenue[76] Operational Changes and Investments - The company adopted HKFRS 16 "Leases" starting January 1, 2019, which required changes in accounting policies and adjustments[23] - The company invested approximately HKD 676,000 in property, plant, and equipment during the six months ended June 30, 2019, significantly lower than approximately HKD 14,863,000 in the same period last year[61] - The company recognized a tax expense of HKD 2,603 thousand for the current period, compared to HKD 2,470 thousand in the previous year, which is an increase of approximately 5.4%[53] Corporate Governance and Compliance - The board of directors confirmed compliance with the securities trading code during the six months ending June 30, 2019[122] - The company maintained sufficient public float as required by the listing rules during the review period[123] - The board consists of four executive directors and three independent non-executive directors as of the report date[124] - The company has adopted its own corporate governance code in accordance with the corporate governance code outlined in the listing rules[119] - The audit committee reviewed the accounting principles and practices adopted by the group[118] Shareholding and Dividends - YY Holdings Limited holds 707,179,200 shares of the company, accounting for approximately 30.20% of the total issued shares[113] - Jiang Quanlong holds a 5% equity interest in Yixing New Weili Rare Earth Co., Ltd.[107] - The group did not declare an interim dividend for the six months ended June 30, 2019, consistent with the previous year[92] - The beneficial owner, Qian Yuanying, holds 3,000,000 shares with a 30% voting power deferral[1] - Jiang Quanlong holds 7,000,000 shares with a 70% voting power deferral[1]

Financial Performance - Revenue for the year ended December 31, 2018, was HK$902 million, an increase from HK$637 million in 2017, representing a growth of 41.5%[18] - Net loss attributable to owners of the company for 2018 was HK$5 million, a significant improvement from a net loss of HK$83 million in 2017[18] - Net assets as of December 31, 2018, were HK$2,619 million, compared to HK$2,754 million in 2017, indicating a decrease of 4.9%[18] - For the year ended December 31, 2018, the Group recorded revenue of approximately HK$902,095,000, an increase of about 42% compared to HK$637,162,000 in 2017[31] - The Group's net loss was approximately HK$7,376,000, significantly reduced by over 90% compared to approximately HK$84,781,000 in 2017, with loss per share decreasing to about HK$0.23 cents from about HK$3.54 cents[32] - The Group's overall gross profit margin improved to about 7% in 2018, up from about 4% in 2017[31] Revenue Breakdown - Rare earth products accounted for 95% of total revenue in 2018, while refractory products contributed 2%[20] - The company's revenue distribution in 2018 showed that 81% came from the People's Republic of China, 13% from Japan, and 5% from Europe[22] - Revenue from rare earth products rose to approximately HK$554,515,000, representing an increase of approximately 43% compared to HK$386,533,000 in 2017, accounting for about 61% of total revenue[31] - Revenue from refractory products increased by about 39% to approximately HK$347,580,000, compared to approximately HK$250,629,000 in 2017, accounting for about 39% of total revenue[31] Market Strategy and Expansion - The company plans to expand its market presence in Japan and Europe, focusing on increasing sales of rare earth products[26] - The company is investing in new technologies for the development of rare earth products to enhance production efficiency and product quality[26] - Future guidance indicates a target revenue growth of 10% for the upcoming fiscal year, driven by increased demand in the domestic and international markets[26] - The company is exploring potential mergers and acquisitions to strengthen its market position and expand its product offerings[26] Production and Supply Chain - The Group sold approximately 1,600 tonnes of rare earth oxides in 2018, down by more than 15% compared to the previous year, but the average selling price increased due to a higher proportion of high-priced products sold[35] - The average selling price of yttrium oxide increased by about 30%, while the average price of lanthanum oxide surged by about 70%[35] - The Group has gradually resumed production of rare earth oxides and adjusted production processes to meet customer demand[38] - The Group aims to expand raw material supply channels by importing rare earth resources from Southeast Asia and exploring direct import feasibility[67] Corporate Governance - The company adheres to corporate governance practices in compliance with the Hong Kong Stock Exchange's listing rules, ensuring good governance standards[104] - The Board of Directors consists of seven members, including four executive directors and three independent non-executive directors[113] - The Company has complied with the Corporate Governance Code throughout the year ended December 31, 2018[106] - The independent non-executive directors possess expertise in financial management and have provided strategic advice to the Company[130] Risk Management - The Group has established a risk management framework involving the Board, Audit Committee, and senior management to oversee risk management and internal control systems[191] - The Board has overall responsibility for maintaining an effective risk management and internal control system[187] - The Group's risk management procedures include assessing and evaluating identified risks according to their likely impacts and likelihood of occurrence[193] Employee and Compensation - The Group employed approximately 450 employees as of December 31, 2018, with total staff costs including directors' emoluments amounting to approximately HK$43,137,000, slightly decreased from the previous year[75] - The Group's average salary for employees increased alongside market rate adjustments despite a decrease in the number of employees[75] Environmental and Social Responsibility - The Group's environmental governance will be elevated in accordance with industry policies as part of its future strategy[83] Financial Position - The Group's cash and bank deposits as of December 31, 2018, were approximately HK$1,666,292,000, remaining stable compared to the previous year[69] - The total liabilities to total assets ratio for the Group was about 5%, indicating a strong financial position[69] - The Group did not borrow any money from banks in 2018, but had a financing facility of RMB150,000,000 (approximately HK$171,194,000) that was not utilized[74]