香港交易及結算所有限公司及香港聯合交易所有限公司對本公佈之內容 概不負責 ， 對其準確性或完整性亦不發表任何聲明 ， 並明確表 示 概不會 就 本公佈全部或任何部分內容而產生或因倚賴該等內容而引致之任何損失 承擔任何責任。 Ko Yo Chemical (Group) Limited 玖 源 化 工（集 團）有 限 公 司 （ 於開曼群島註冊成立的有限公司） （ 股份代號： 00827 ） 執行董事辭任 及 行政總裁及授權代表變更 玖源化工（集團）有限公司（「本公司」，連同其附屬公司統稱「本集團」）之董 事（「董事」）會（「董事會」）宣佈史建敏先生 （「史先生」）為投入更多時間 於彼之 私人事務 ，已辭任執行董事及本集團行政總裁職務 （「行政總裁 」）， 並且彼亦不再擔任根據香港聯合交易所有限公司 （「聯交所 」）證券上市規 則 （「上市規則 」）第 3.05 條項下要求之本公司 授權代表 （「授權代表 」）， 自 二零二五年九月十九日起生效。 – 2 – 董事會謹藉此機會，對史先生於任期內為本公司作出的卓越貢獻，表示衷心 感謝和讚賞，並對范先生之新委任表示熱烈歡迎。 史 先生已確認其與董事會之間並無意見分歧 ...

[Summary](index=2&type=section&id=Summary) The Group reported a significant increase in loss attributable to equity holders and a decrease in revenue for the six months ended June 30, 2025, alongside a reduction in net operating cash flow - For the six months ended June 30, 2025, the Group's **loss attributable to equity holders** was approximately **RMB 185.8 million**, an increase in loss of approximately **RMB 56.1 million** compared to the same period last year[4](index=4&type=chunk) - For the six months ended June 30, 2025, the Group's unaudited **net cash outflow from operating activities** before changes in working capital and payment of income tax and interest was approximately **RMB 32.8 million**, a decrease of approximately **RMB 95.7 million** compared to a net cash inflow of approximately **RMB 62.9 million** in the same period last year[4](index=4&type=chunk) - For the six months ended June 30, 2025, the Group's unaudited **revenue** was approximately **RMB 1,100 million**, a decrease of approximately **14.1%** compared to the same period last year, primarily due to lower product selling prices[4](index=4&type=chunk) - For the six months ended June 30, 2025, the Group's unaudited **basic loss per share** was approximately **RMB 3.08 cents**[4](index=4&type=chunk) - The Directors do not recommend the payment of any interim dividend for the six months ended June 30, 2025[5](index=5&type=chunk) [Interim Results](index=3&type=section&id=Interim%20Results) This section presents the unaudited condensed consolidated financial statements, including the income statement, balance sheet, cash flow statement, and statement of changes in equity, for the interim period [Condensed Consolidated Income Statement](index=3&type=section&id=Unaudited%20Condensed%20Consolidated%20Income%20Statement) For the six months ended June 30, 2025, the Group recorded a significant loss, primarily due to a 14.1% decrease in revenue and a negative gross profit, leading to a 43.8% increase in loss for the period year-on-year | Metric | For the six months ended June 30, 2025 (RMB thousands) | For the six months ended June 30, 2024 (RMB thousands) | Change (RMB thousands) | | :--- | :--- | :--- | :--- | | Revenue | 1,099,955 | 1,279,855 | (179,900) | | Cost of sales | (1,131,957) | (1,200,229) | 68,272 | | Gross profit | (32,002) | 79,626 | (111,628) | | Operating profit | (112,267) | (5,462) | (106,805) | | Finance costs | (102,629) | (110,385) | 7,756 | | Loss before tax | (214,896) | (115,847) | (99,049) | | Loss for the period | (194,281) | (135,073) | (59,208) | | Loss attributable to equity holders of the Company | (185,789) | (129,665) | (56,124) | | Basic loss per share (RMB cents) | (3.08) | (2.15) | (0.93) | [Condensed Consolidated Statement of Financial Position](index=4&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2025, the Group's total assets decreased by 10.3%, mainly due to a 57.4% drop in current assets, particularly pledged bank deposits, while total equity declined by 54.0% reflecting the period's losses | Metric | As of June 30, 2025 (RMB thousands) | As of December 31, 2024 (RMB thousands) | Change (RMB thousands) | | :--- | :--- | :--- | :--- | | **Assets** | | | | | Non-current assets | 4,424,935 | 4,401,085 | 23,850 | | Current assets | 431,482 | 1,012,722 | (581,240) | | Total assets | 4,856,417 | 5,413,807 | (557,390) | | **Equity** | | | | | Equity attributable to owners of the Company | 217,430 | 403,219 | (185,789) | | Total equity | 165,304 | 359,585 | (194,281) | | **Liabilities** | | | | | Non-current liabilities | 994,207 | 788,143 | 206,064 | | Current liabilities | 3,696,906 | 4,266,079 | (569,173) | | Total liabilities | 4,691,113 | 5,054,222 | (363,109) | | Net current liabilities | (3,265,424) | (3,253,357) | (12,067) | [Condensed Consolidated Cash Flow Statement](index=6&type=section&id=Unaudited%20Condensed%20Consolidated%20Cash%20Flow%20Statement) For the six months ended June 30, 2025, net cash generated from operating activities significantly increased, but net cash used in investing activities also rose sharply due to increased fixed asset purchases, resulting in a net increase in cash and cash equivalents | Metric | For the six months ended June 30, 2025 (RMB thousands) | For the six months ended June 30, 2024 (RMB thousands) | Change (RMB thousands) | | :--- | :--- | :--- | :--- | | Net cash generated from operating activities | 199,535 | 113,343 | 86,192 | | Net cash used in investing activities | (86,871) | (8,299) | (78,572) | | Net cash used in financing activities | (69,487) | (79,383) | 9,896 | | Increase/(Decrease) in cash and cash equivalents | 20,937 | (10,174) | 31,111 | | Cash and cash equivalents at end of period | 29,036 | 52,754 | (23,718) | - Payments for the purchase of property, plant and equipment and construction in progress significantly increased from **RMB 15,702 thousand** in 2024 to **RMB 92,256 thousand** in 2025, leading to a substantial increase in cash outflow from investing activities[10](index=10&type=chunk) [Condensed Consolidated Statement of Changes in Equity](index=7&type=section&id=Unaudited%20Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) As of June 30, 2025, the Group's total equity significantly decreased from RMB 359,585 thousand at the beginning of the year to RMB 165,304 thousand, primarily due to the net loss for the period | Metric | As of June 30, 2025 (RMB thousands) | As of January 1, 2025 (RMB thousands) | Change (RMB thousands) | | :--- | :--- | :--- | :--- | | Share capital | 520,569 | 520,569 | 0 | | Reserves | (303,139) | (117,350) | (185,789) | | Equity attributable to owners of the Company | 217,430 | 403,219 | (185,789) | | Non-controlling interests | (52,126) | (43,634) | (8,492) | | Total equity | 165,304 | 359,585 | (194,281) | - The **net loss for the period** was **RMB 194,281 thousand**, of which **RMB 185,789 thousand** was attributable to equity holders of the Company[12](index=12&type=chunk) [Notes to the Financial Statements](index=8&type=section&id=Notes%20to%20the%20Financial%20Statements) This section details the basis of preparation, significant accounting policies, and specific financial disclosures for revenue, taxation, earnings per share, and various balance sheet items [Basis of Preparation](index=8&type=section&id=Basis%20of%20Preparation) The Group, an investment holding company, primarily engages in the production and sale of chemical products and fertilizers in Mainland China, with interim financial statements prepared in accordance with HKAS 34 and Appendix 16 of the Listing Rules - The Company is an investment holding company, and the Group primarily engages in the production and sale of chemical products and chemical fertilizers in Mainland China[13](index=13&type=chunk) - The unaudited interim financial statements are prepared in accordance with Hong Kong Accounting Standard 34 issued by the Hong Kong Institute of Certified Public Accountants and the disclosure requirements of Appendix 16 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited[13](index=13&type=chunk) [Significant Accounting Policies](index=8&type=section&id=Significant%20Accounting%20Policies) The interim financial statements apply consistent accounting policies with the prior year, are prepared on a historical cost basis, and assume going concern, anticipating positive cash flows and successful bank loan restructuring despite net current liabilities - The significant accounting policies applied in the unaudited interim financial statements are consistent with those followed in the Group's financial statements for the year ended December 31, 2024[14](index=14&type=chunk) - As of June 30, 2025, the Group had **net current liabilities** of **RMB 3,696,906 thousand**[14](index=14&type=chunk) - The Directors have adopted the going concern basis, relying on the assumption that the Guang'an Plant and Dazhou Plant will generate positive cash flows and that the Group will successfully negotiate with banks to restructure outstanding bank loans[14](index=14&type=chunk) - The financial statements are unaudited but have been reviewed by the Company's Audit Committee[15](index=15&type=chunk) [Revenue](index=9&type=section&id=Revenue) Current period revenue was RMB 1,099,955 thousand, a 14.1% year-on-year decrease primarily due to lower product selling prices, with methanol sales increasing while urea, ammonia, NMP, and DMF sales declined - Revenue represents the net amounts received and receivable for chemical products and fertilizers sold during the six-month period, after deducting returns, discounts, and value-added tax (if applicable), with the Group's revenue primarily derived from the People's Republic of China[17](index=17&type=chunk) | Product | For the six months ended June 30, 2025 (RMB thousands) | Share (%) | For the six months ended June 30, 2024 (RMB thousands) | Share (%) | | :--- | :--- | :--- | :--- | :--- | | Urea | 305,929 | 27.8 | 355,449 | 27.8 | | Ammonia | 324,247 | 29.5 | 431,285 | 33.7 | | Methanol | 468,471 | 42.6 | 419,183 | 32.7 | | N-Methylpyrrolidone (NMP) | 222 | 0.0 | 2,149 | 0.2 | | N,N-Dimethylformamide (DMF) | 1,086 | 0.1 | 3,013 | 0.2 | | Others | – | – | 68,776 | 5.4 | | **Total** | **1,099,955** | **100** | **1,279,855** | **100** | [Reconciliation of Loss Before Tax to Cash Generated from Operations](index=10&type=section&id=Reconciliation%20of%20Loss%20Before%20Tax%20to%20Cash%20Generated%20from%20Operations) Despite an increased loss before tax, the Group's net cash generated from operating activities improved year-on-year, driven by a significant increase in trade and other payables and contract liabilities | Metric | For the six months ended June 30, 2025 (RMB thousands) | For the six months ended June 30, 2024 (RMB thousands) | | :--- | :--- | :--- | | Loss before tax | (214,896) | (115,847) | | Operating cash flow before changes in working capital | (32,832) | 62,913 | | Cash generated from operations | 199,555 | 132,569 | | Net cash generated from operating activities after tax | 199,535 | 113,343 | - The increase in **trade and other payables** by **RMB 154,371 thousand** and **contract liabilities** by **RMB 44,381 thousand** positively impacted cash flow from operating activities[19](index=19&type=chunk) [Taxation](index=11&type=section&id=Taxation) The Group's Mainland China subsidiaries are subject to a 25% income tax rate, but no profit tax provision was made for Cayman Islands, BVI, or Hong Kong due to absence of taxable profits, with current period tax primarily reflecting deferred income tax credit - The Group has not made any provision for profit tax in the Cayman Islands, British Virgin Islands, or Hong Kong, as no assessable profits arose from or were derived from these jurisdictions for the six months ended June 30, 2025[21](index=21&type=chunk) - In 2025, the applicable income tax rate for all subsidiaries located in Mainland China was **25%**[22](index=22&type=chunk) | Metric | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | PRC Enterprise Income Tax | 20 | 26,258 | | Deferred income tax | (20,635) | (7,032) | | **Total** | **(20,615)** | **19,226** | [Earnings Per Share](index=12&type=section&id=Earnings%20Per%20Share) For the six months ended June 30, 2025, basic and diluted loss per share increased to RMB 3.08 cents, up from RMB 2.15 cents in the prior period, reflecting a higher net loss | Metric | For the six months ended June 30, 2025 | For the six months ended June 30, 2024 | | :--- | :--- | :--- | | Loss for the period (RMB thousands) | (185,789) | (129,665) | | Weighted average number of shares for basic earnings per share (thousands of shares) | 6,028,043 | 6,028,043 | | Basic loss per share (RMB cents) | (3.08) | (2.15) | | Diluted loss per share (RMB cents) | (3.08) | (2.15) | [Dividends](index=13&type=section&id=Dividends) The Board of Directors does not recommend the payment of any dividend for the six months ended June 30, 2025 - The Board of Directors does not recommend the payment of any dividend for the six months ended June 30, 2025[27](index=27&type=chunk) [Trade and Other Receivables](index=13&type=section&id=Trade%20and%20Other%20Receivables) As of June 30, 2025, total trade and other receivables decreased to RMB 156,008 thousand, mainly due to a reduction in prepayments and other receivables, with credit terms typically zero to three months and most trade receivables aged within three months | Metric | As of June 30, 2025 (RMB thousands) | As of December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Trade receivables | 2,436 | 2,407 | | Prepayments, deposits for purchases and other deposits | 19,888 | 40,658 | | Bills receivable | 1,253 | 21 | | Other receivables | 132,431 | 151,693 | | **Total** | **156,008** | **194,779** | - The Group grants credit terms of **zero to three months**[30](index=30&type=chunk) - As of June 30, 2025, all trade receivables were aged less than **three months**[30](index=30&type=chunk) [Trade and Other Payables](index=15&type=section&id=Trade%20and%20Other%20Payables) As of June 30, 2025, total trade and other payables increased to RMB 830,231 thousand, primarily driven by a significant rise in accrued expenses and other payables, with most trade payables aged within one year | Metric | As of June 30, 2025 (RMB thousands) | As of December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Trade payables | 50,030 | 41,812 | | Payables for construction work | 230,667 | 218,132 | | Accrued expenses and other payables | 549,534 | 342,094 | | **Total** | **830,231** | **602,038** | - As of June 30, 2025, **RMB 41,646 thousand** of trade payables were aged less than **one year**, and **RMB 8,384 thousand** were aged over **one year but not exceeding two years**[32](index=32&type=chunk) [Borrowings](index=16&type=section&id=Borrowings) As of June 30, 2025, the Group's total borrowings decreased to RMB 2,165,310 thousand, with the majority (RMB 1,925,926 thousand) repayable within one year, typically secured by fixed assets and pledged cash deposits at annual interest rates ranging from 3.00% to 8.70% | Repayment Period | As of June 30, 2025 (RMB thousands) | As of December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Less than one year | 1,925,926 | 2,720,656 | | One to two years | 128,373 | 74,290 | | Two to five years | 111,011 | – | | Over five years | – | – | | **Total borrowings** | **2,165,310** | **2,794,946** | - Borrowings are generally secured by certain of the Group's **property, plant and equipment** and **pledged bank deposits**[33](index=33&type=chunk) - These borrowings bear interest at annual rates ranging from **3.00% to 8.70%** (2024: 3.45% to 8.64%)[33](index=33&type=chunk) [Deferred Income Tax](index=17&type=section&id=Deferred%20Income%20Tax) As of June 30, 2025, the Group's deferred income tax assets increased to RMB 36,834 thousand, primarily due to losses available for offset against future taxable profits, while deferred income tax liabilities remained unchanged | Metric | As of June 30, 2025 (RMB thousands) | As of December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Deferred income tax assets | 36,834 | 16,199 | | Deferred income tax liabilities | (114,033) | (114,033) | - The increase in **deferred income tax assets** was primarily due to **RMB 20,635 thousand** recognized in the income statement[36](index=36&type=chunk) [Management Discussion and Analysis](index=18&type=section&id=Management%20Discussion%20and%20Analysis) This section provides an overview of the Group's financial performance, business operations, industry trends, and strategic initiatives for the reporting period [Financial Performance](index=18&type=section&id=Financial%20Performance) The Group's first-half revenue decreased by 14.1% to RMB 1,100 million, leading to a RMB 56.1 million increase in loss attributable to shareholders to RMB 185.8 million, with gross profit margin turning negative to -2.9% due to declining product market prices despite slight sales volume growth and controlled administrative expenses - For the six months ended June 30, 2025, the Group recorded **revenue** of approximately **RMB 1,100 million**, a decrease of approximately **14.1%** compared to the same period last year, primarily due to lower product selling prices[38](index=38&type=chunk) - The **loss attributable to equity holders** was approximately **RMB 185.8 million**, an increase of approximately **RMB 56.1 million** compared to the loss in the same period last year, mainly due to a decrease in gross profit margin[38](index=38&type=chunk) - The Group's **gross profit margin** decreased from approximately **6.2%** in the same period last year to **-2.9%**, primarily due to declining product market prices[38](index=38&type=chunk) - Total sales volume (excluding trading portion) reached approximately **546,000 tons**, a slight increase of approximately **1.3%** compared to the same period last year[38](index=38&type=chunk) - Cost of sales decreased by approximately **5.7%**, mainly due to technical improvements at the Guang'an Plant; administrative expenses decreased by approximately **13.8%** due to strict cost control[38](index=38&type=chunk) [Business Review](index=19&type=section&id=Business%20Review) In the first half, the Group actively operated under the principle of 'higher standards, better methods, stronger execution,' optimizing production, technology, and management to reduce costs and enhance risk resistance, achieving record-best results in cost control and plant operation despite overall performance being slightly below expectations due to low product selling prices, with new projects poised for future growth - The Group and its subsidiaries actively and steadily operated under the management objectives of 'higher standards, better methods, stronger execution,' continuously exploring energy-saving potential in production facilities and reducing production costs to improve the Company's operating efficiency[40](index=40&type=chunk) - Sales models continued to be adjusted, dynamically balancing bidding and contract signing ratios based on product performance in different markets to further enhance company profitability and optimize customer structure[40](index=40&type=chunk) - New projects successfully completed further optimization and improvements, poised for launch to extend the industrial chain and enhance the Company's overall strength[40](index=40&type=chunk) - In the first half of 2025, performance in safety, environmental protection, production volume, consumption, marketing, and cost control all improved once again compared to the historical best levels of 2024[41](index=41&type=chunk) - Product market conditions fluctuated downwards and remained at a low level; despite the severe external environment, the Group's internal efforts ensured stable overall operations, though business performance was slightly below expectations[41](index=41&type=chunk) [Guang'an Jiuyuan Plant](index=20&type=section&id=Guang%27an%20Jiuyuan%20Plant) The Guang'an Jiuyuan Plant resumed production on January 3, 2025, after major overhaul, achieving improved output and energy consumption through technical upgrades and cost control, yet its operating performance fell short of expectations due to low product selling prices - After successfully completing the major overhaul, the Guang'an Jiuyuan Plant's methanol-ammonia co-production unit resumed production on **January 3, 2025**[42](index=42&type=chunk) - Through equipment technical upgrades, cost control, and operational stability competitions, both **output** and **energy consumption** continued to improve beyond the historical best levels of 2024[42](index=42&type=chunk) - Despite achieving historical best results in cost control and plant operation, the operating performance did not meet expectations due to low finished product selling prices[42](index=42&type=chunk) [Dazhou Jiuyuan Plant](index=20&type=section&id=Dazhou%20Jiuyuan%20Plant) The Dazhou Jiuyuan Plant resumed synthetic ammonia and urea production in February after its annual overhaul, achieving good output and energy consumption levels through continuous optimization, but its operating performance also fell short of expectations due to low product selling prices - The Dazhou Jiuyuan Plant underwent its annual overhaul at the beginning of the year, resuming unit startup on **February 10**, with synthetic ammonia and urea units resuming production on **February 13**[43](index=43&type=chunk) - Through the annual overhaul, existing problems and hidden dangers in the units were effectively resolved; after resuming production, continuous optimization and adjustments led to good levels of **output** and **energy consumption**[43](index=43&type=chunk) - Despite achieving historical best results in cost control and plant operation, the operating performance did not meet expectations due to low finished product selling prices[43](index=43&type=chunk) [Guang'an Jiuyuan Electronic Materials Plant](index=21&type=section&id=Guang%27an%20Jiuyuan%20Electronic%20Materials%20Plant) The Guang'an Jiuyuan Electronic Materials Plant was idled in the first half of 2025 due to weak market demand but actively pursued technical upgrades, significantly improving DMF unit stability and NMP capacity while reducing production costs, with plans to resume production based on market conditions - The Guang'an Jiuyuan Electronic Materials Plant's units were idled in the first half of 2025 due to weak market demand[45](index=45&type=chunk) - Active optimization and capacity-increasing technical upgrades significantly improved the **stability of the DMF unit** and **capacity of the NMP unit**, effectively reducing production costs and enhancing product competitiveness[45](index=45&type=chunk) - Production will resume opportunistically based on product market conditions[45](index=45&type=chunk) [Jiangsu Blue Planet Plant](index=21&type=section&id=Jiangsu%20Blue%20Planet%20Plant) Jiangsu Blue Planet Environmental Technology Co., Ltd.'s 400,000 tons/year propylene oxide project is nearing completion of main construction, entering the commissioning and approval phase, with an estimated annual sales increase of approximately RMB 4 billion upon production - Jiangsu Blue Planet Environmental Technology Co., Ltd.'s **400,000 tons/year propylene oxide project** has largely completed its main construction and is entering the commissioning, testing, and approval stages[46](index=46&type=chunk) - Upon commencement of operations, this project is expected to generate approximately **RMB 4 billion** in additional annual sales[46](index=46&type=chunk) [Industry Review and Outlook](index=21&type=section&id=Industry%20Review%20and%20Outlook) In the first half of 2025, key chemical product markets (DMF, NMP, methanol, synthetic ammonia, urea) generally faced challenges of supply-demand imbalance, volatile or depressed prices, with the overall market environment remaining severe despite brief price rebounds for some products [Dimethylformamide (DMF)](index=21&type=section&id=Dimethylformamide%20%28DMF%29) The DMF market exhibited an 'M'-shaped trend in the first half, with overall prices lower than the prior year, seeing pre-holiday price increases due to reduced supply and demand stocking, followed by post-holiday declines due to increased supply and weak demand, and a brief mid-April surge before falling under pressure again - In the first half of 2025, domestic DMF total capacity was **1.8 million tons** (of which **300,000 tons** were long-term idled, effective capacity was **1.5 million tons**), with an industry operating rate of **48.5%** and supply of approximately **437,000 tons**[47](index=47&type=chunk) - In the first half of 2025, the domestic DMF market showed an 'M'-shaped trend; although prices rebounded during the period, the overall market remained below the level of the same period last year[47](index=47&type=chunk) - Prices steadily climbed before the Spring Festival driven by demand; after the holiday, due to previously high prices, weak downstream restocking interest, and increased DMF supply, prices gradually fell to a low point; prices rose to a half-year high in mid-April but subsequently fell under pressure again due to supply-demand imbalance[48](index=48&type=chunk) [N-Methylpyrrolidone (NMP)](index=23&type=section&id=N-Methylpyrrolidone%20%28NMP%29) The NMP market remained sluggish in the first half, with ample supply from synthetic and recycled capacities, but mature downstream recycling technology squeezed the synthetic market; however, BDO supply tightness and NMP recycled liquid shortages in June drove NMP prices significantly up to a half-year high of RMB 10,200 per ton - In the first half of 2025, the NMP market continued to struggle with a sluggish trend; synthetic liquid supply capacity was approximately **1.01 million tons**, with a capacity utilization rate of approximately **20%**, while recycled capacity approached **2.8 million tons**, indicating ample market supply[50](index=50&type=chunk) - Many large downstream manufacturers have built their own recycling production lines or are deeply tied to recycling plants, with recycling having taken a dominant position in the NMP market, further compressing the market space for synthetic liquid[50](index=50&type=chunk) - Before June, raw material BDO prices remained low; entering June, BDO production plant shutdowns led to a short-term supply decrease, and NMP prices followed the BDO price increase, reaching a half-year high of **RMB 10,200 per ton**[50](index=50&type=chunk) [Methanol](index=24&type=section&id=Methanol) In the first half, domestic methanol production and operating rates both increased, with market conditions initially rising then falling; demand-driven price increases in Q1 were followed by declines in Q2 due to macroeconomic factors and ample supply, and a brief June surge from Middle East conflict was reversed by falling crude oil prices - From January to June 2025, domestic methanol production was approximately **42.74 million tons**, an **8%** increase year-on-year, with the average operating rate of the domestic methanol industry at **81%**, a **4%** increase year-on-year[51](index=51&type=chunk) - In the first half of 2025, the methanol market was dominated by macroeconomic regulation and supply-demand structure, with market conditions initially rising then falling[51](index=51&type=chunk) - In June, the outbreak of the Middle East conflict led to a significant increase in crude oil prices, which in turn boosted domestic futures and spot markets, causing methanol market prices to surge; however, the upward trend lasted only about **10 days**, as the easing of the conflict and gradual decline in crude oil prices led to a fall in both futures and spot prices[51](index=51&type=chunk) [Synthetic Ammonia](index=24&type=section&id=Synthetic%20Ammonia) In the first half, domestic synthetic ammonia production increased by 4% while operating rates slightly decreased; market conditions saw an initial decline, then a rise, and then another fall, with prices under pressure in January, firm in February, rapidly increasing in March, but returning to weakness from April to June due to increased supply and weak downstream demand, continuously hitting new lows - In the first half of 2025, domestic synthetic ammonia production was approximately **30.98 million tons**, a **4%** increase year-on-year; the average industry operating rate was **79%**, a **1%** decrease year-on-year[52](index=52&type=chunk) - In 2025, the synthetic ammonia market showed a trend of initial decline, then rise, then decline again[54](index=54&type=chunk) - From April to June, the synthetic ammonia market returned to weakness; as previously idled maintenance units resumed production across various regions, market supply pressure continuously increased, and the downstream phosphate and compound fertilizer industry entered the off-season for spring and summer fertilizers, leading to declining operating rates, which caused market conditions to gradually fall and prices to continuously hit new lows[54](index=54&type=chunk) [Urea](index=25&type=section&id=Urea) In the first half, domestic urea production and operating rates both increased, with market conditions characterized by an initial strength followed by weakness; Q1 saw price increases driven by export expectations and spring farming demand, while Q2 experienced volatile declines due to high supply, weak demand, and less-than-expected export policies, leading to continuous price reductions - From January to June 2025, domestic urea production was approximately **35.67 million tons**, a **10%** increase year-on-year, with the average operating rate of the domestic urea industry at approximately **84%**, a **6.7%** increase year-on-year[55](index=55&type=chunk) - In the first half of 2025, the urea market exhibited a 'strong first, then weak' phased characteristic; in Q1, strong export expectations led to a robust market rally[55](index=55&type=chunk) - In Q2, high supply and weak demand led to volatile downward market conditions; industrial and agricultural demand gradually weakened in April; in May, export policies fell short of market expectations, causing prices to surge and then fall back; in June, loose supply and demand dominated the market, with weak domestic demand leading manufacturers to continuously lower prices[56](index=56&type=chunk) [Strategies](index=26&type=section&id=Strategies) Facing a challenging market, the Group implemented technical upgrades, cost controls, and sales model optimization in the first half, and for the second half, will focus on securing raw material supply, continuous cost reduction, performance-based assessments, employee training, sales model enhancements (developing new urea products, expanding customer base), major overhaul preparations, inventory management reform, procurement cost reduction, authorization system reform, and new project development to upgrade products and strengthen competitiveness - In the first half, through technical upgrades and major overhaul work, issues such as declining performance of methanol and synthesis tower catalysts were effectively resolved, reducing production operating costs and achieving historically low production unit consumption; by optimizing the full-category bidding model, dynamically adjusting bidding and contract signing ratios, profitability was maximized[57](index=57&type=chunk) - Second-half strategies include: continuing to organize and coordinate production raw materials such as water, electricity, and gas to ensure long-term, high-load operation of the Dazhou Jiuyuan Plant and Guang'an Jiuyuan Plant units[57](index=57&type=chunk) - Continuously promoting special improvements, identifying and implementing various 'increase revenue, reduce expenditure, cut costs, and enhance efficiency' measures to lower operating costs and reduce waste[59](index=59&type=chunk) - Continuously promoting measures such as performance appraisal, salary reform, special bonuses, and skill assessment, guided by the Company's operating results, to stimulate team creativity and execution[59](index=59&type=chunk) - Implementing sales model optimization: for chemical products, intensifying efforts to develop small and medium-sized end customers to further expand the high-quality customer base; for fertilizer products, developing new types of urea to achieve product iteration and upgrades, further enhancing product market competitiveness[59](index=59&type=chunk) - Preparing for annual unit overhauls to reduce unplanned shutdowns during the year, increase output, and lower consumption; exploring the feasibility of extending unit overhaul cycles from one year to two years[59](index=59&type=chunk) - Promoting spare parts inventory reform to gradually reduce inventory capital occupation; gradually reducing the proportion of sole suppliers and adopting a bidding model for procurement to lower procurement costs and improve procurement quality[60](index=60&type=chunk) - Driving the approval, commencement, and construction of new projects, revitalizing existing assets, and gradually achieving enterprise product upgrades, transitioning from pure basic chemicals to fine chemicals based on basic chemicals, thereby enhancing the Group's competitiveness[60](index=60&type=chunk) [Acknowledgements](index=29&type=section&id=Acknowledgements) The Chairman, on behalf of the Board, thanks all employees for their teamwork in navigating market volatility, ensuring stable plant operations, and achieving optimal efficiency, with the Group planning to stabilize basic chemical businesses and pursue new projects in the second half - Under the leadership of the Board and management, all employees united to conduct production and operation activities market-oriented, promptly tracking market conditions and performing real-time calculations to ensure optimal operational efficiency and long-term stable operation of the units[62](index=62&type=chunk) - In the second half of the year, the Group will continue to follow the Board's decisions and strategies, under the leadership of management, to stabilize basic chemical businesses, explore new projects, and seize market opportunities[62](index=62&type=chunk) [Liquidity, Financial Resources and Capital Structure](index=30&type=section&id=Liquidity%2C%20Financial%20Resources%20and%20Capital%20Structure) This section details the Group's liquidity position, including net current liabilities, available financial resources, capital commitments, gearing ratio, and contingent liabilities [Liquidity](index=30&type=section&id=Liquidity) As of June 30, 2025, the Group faced net current liabilities of approximately RMB 3,265,424 thousand, with limited cash and bank deposits within current assets, and current liabilities primarily comprising borrowings and amounts due to a related company - As of June 30, 2025, the Group had **net current liabilities** of approximately **RMB 3,265,424 thousand**[63](index=63&type=chunk) - Current assets as of June 30, 2025, included **cash and bank balances** of approximately **RMB 29,036 thousand** and **restricted and pledged bank deposits** of approximately **RMB 60,918 thousand**[63](index=63&type=chunk) - Current liabilities as of June 30, 2025, included **borrowings** of approximately **RMB 1,925,926 thousand** and **amounts due to a related company** of approximately **RMB 837,257 thousand**[63](index=63&type=chunk) [Capital Commitments](index=30&type=section&id=Capital%20Commitments) As of June 30, 2025, the Group had outstanding capital commitments of approximately RMB 215,918 thousand - As of June 30, 2025, the Group had outstanding capital commitments of approximately **RMB 215,918 thousand**[64](index=64&type=chunk) [Financial Resources](index=30&type=section&id=Financial%20Resources) As of June 30, 2025, the Group's financial resources included cash and bank balances of approximately RMB 29,036 thousand and restricted and pledged bank deposits of approximately RMB 60,918 thousand, with no available unutilized bank facilities, and plans to fund future operations and capital expenditures through existing balances and operating cash flows - As of June 30, 2025, the Group had **cash and bank balances** of approximately **RMB 29,036 thousand** and **restricted and pledged bank deposits** of approximately **RMB 60,918 thousand**, with no unutilized bank facilities[65](index=65&type=chunk) - The Company intends to fund the Group's future operations, capital expenditures, and other capital needs through existing bank balances and cash flows generated from operating activities[65](index=65&type=chunk) [Gearing Ratio](index=30&type=section&id=Gearing%20Ratio) As of June 30, 2025, the Group's gearing ratio increased to 94%, up from 88% as of December 31, 2024 - As of June 30, 2025, and December 31, 2024, the Group's **gearing ratio** was **94%** and **88%**, respectively[66](index=66&type=chunk) - The gearing ratio is calculated based on net debt divided by total capital[66](index=66&type=chunk) [Contingent Liabilities](index=30&type=section&id=Contingent%20Liabilities) As of June 30, 2025, the Group had no significant contingent liabilities - As of June 30, 2025, the Group had no significant contingent liabilities[67](index=67&type=chunk) [Other Significant Information](index=31&type=section&id=Other%20Significant%20Information) This section covers material acquisitions/disposals, segment information, future investment plans, employee data, pledge of assets, and foreign exchange risk [Material Acquisitions/Disposals](index=31&type=section&id=Material%20Acquisitions%2FDisposals) For the six months ended June 30, 2025, the Group did not undertake any material acquisitions or disposals - For the six months ended June 30, 2025, the Group had no material acquisitions or disposals[68](index=68&type=chunk) [Segment Information](index=31&type=section&id=Segment%20Information) Segment information is not presented as the Group's operations are primarily conducted in China and fall within the same business segment - The Group's operations are primarily conducted in China and fall within the same business segment; therefore, no segment information is presented for the six months ended June 30, 2025[69](index=69&type=chunk) [Future Investment Plans](index=31&type=section&id=Future%20Investment%20Plans) Apart from the disclosed plans for three new production lines at Dazhou, Guang'an Chemical, and Guang'an Materials plants, and the Jiangsu plant, the Group has no other significant investment plans - Save for the plans disclosed in the Chairman's Statement in this interim report, the Company's circular dated December 4, 2020 (establishment of three new production lines at Dazhou Plant, Guang'an Chemical Plant, and Guang'an Materials Plant), and the Company's circular dated November 19, 2021 (Jiangsu Plant), there are no other significant investment plans[70](index=70&type=chunk) [Employee Information](index=31&type=section&id=Employee%20Information) As of June 30, 2025, the Group's total workforce decreased to 709 employees (from 821 in 2024), with the majority (707 employees) stationed in China | Category | As of June 30, 2025 (Number of persons) | 2024 (Number of persons) | | :--- | :--- | :--- | | Management | 4 | 3 | | Finance and Administration | 109 | 112 | | Production | 588 | 693 | | Sales, Marketing and R&D | 8 | 13 | | **Total** | **709** | **821** | - Of these employees, **707** were stationed in China and **2** in Hong Kong[71](index=71&type=chunk) [Pledge of the Group's Assets](index=32&type=section&id=Pledge%20of%20the%20Group%27s%20Assets) As of June 30, 2025, the Group's assets, including land use rights, buildings, equipment, machinery, mining rights, and bank deposits, were pledged as collateral for borrowings and bills payable, with the total pledged assets decreasing from the previous year | Pledged Assets | As of June 30, 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Land use rights and buildings | 317,414 | 492,526 | | Equipment and machinery | 650,105 | 912,999 | | Mining rights | 334,306 | 334,306 | | Bank deposits | 60,412 | 576,600 | [Foreign Exchange Risk](index=32&type=section&id=Foreign%20Exchange%20Risk) The Group is exposed to foreign exchange risk due to certain foreign currency-denominated loans, primarily in Hong Kong Dollars, with management continuously monitoring and considering hedging when necessary - The Group is exposed to foreign exchange risk as certain portions of its loans are denominated in foreign currencies, primarily **Hong Kong Dollars**[73](index=73&type=chunk) - Management monitors foreign exchange risk and considers hedging significant foreign exchange exposures when necessary[73](index=73&type=chunk) [Equity and Corporate Governance](index=33&type=section&id=Equity%20and%20Corporate%20Governance) This section outlines the Company's share option scheme, outstanding convertible securities, directors' and substantial shareholders' interests, changes in board information, directors' interests in competing businesses, going concern status, code of conduct for securities transactions, share dealings, post-reporting period events, audit committee, and corporate governance practices [Share Option Scheme](index=33&type=section&id=Share%20Option%20Scheme) As of June 30, 2025, a total of 363,992 thousand share options remained unexercised under the Company's share option scheme, with 14,820 thousand forfeited/lapsed during the period, and the 2020 scheme having approximately 5.3 years remaining and 186,312,259 options available for grant | Metric | As of January 1, 2025 (thousands of units) | Granted during the period (thousands of units) | Forfeited/Lapsed during the period (thousands of units) | As of June 30, 2025 (thousands of units) | | :--- | :--- | :--- | :--- | :--- | | Directors | 300,000 | – | – | 300,000 | | Employees | 78,812 | – | (14,820) | 63,992 | | **Total** | **378,812** | **–** | **(14,820)** | **363,992** | - Share Option A has an exercise price of **HK$0.151**, Share Option B **HK$0.141**, and Share Option C **HK$0.182**[75](index=75&type=chunk) - As of June 30, 2025, **186,312,259 share options** were available for grant under the Company's share option scheme adopted on October 23, 2020, representing approximately **3.09%** of the Company's shares as of June 30, 2025[76](index=76&type=chunk) - The remaining term of the share option scheme adopted on October 23, 2020, was approximately **5.3 years** as of June 30, 2025[76](index=76&type=chunk) [Outstanding Convertible Securities](index=34&type=section&id=Outstanding%20Convertible%20Securities) As of June 30, 2025, the Company had 7,700,000 thousand outstanding convertible securities maturing on November 29, 2026, with a conversion price of HK$0.108 and no redemption capability, which, if fully converted, would lead to significant share capital dilution and a diluted loss per share of RMB 1.35 cents | Metric | Details | | :--- | :--- | | Maturity date of outstanding convertible securities | November 29, 2026 | | Conversion price | HK$0.108 | | Number of shares convertible | 7,700,000 thousand units | | Redemption capability | None | - Assuming all outstanding convertible securities were converted into Company shares as of June 30, 2025, the total number of shares of the Company after conversion would be **13,728,042,599 shares**[78](index=78&type=chunk) - Assuming full conversion of all outstanding convertible securities, Mr. Tang Kwok Keung's equity percentage would increase from **2.82% to 57.33%**[78](index=78&type=chunk) - The diluted loss per share for the year ended June 30, 2025, assuming full conversion of all outstanding convertible securities, would be **RMB 1.35 cents**[79](index=79&type=chunk) [Disclosure of Interests](index=36&type=section&id=Disclosure%20of%20Interests) This section discloses the interests of directors and substantial shareholders in the Company's shares, related shares, or debentures as of June 30, 2025, in compliance with the Securities and Futures Ordinance and Listing Rules [Directors' Interests in the Company](index=36&type=section&id=Directors%27%20Interests%20in%20the%20Company) As of June 30, 2025, Mr. Tang Kwok Keung held 169,800,000 shares and 7,700,000,000 bonds in the Company, totaling 130.55% of the issued share capital (assuming conversion), with Mr. Shi Jianmin and Mr. Zhang Weihua also holding significant shares and share options | Director | Long position in shares (Beneficial owner) | Long position in bonds (Beneficial owner) | Total long position in shares and related shares | Interest in issued share capital (%) | | :--- | :--- | :--- | :--- | :--- | | Tang Kwok Keung | 169,800,000 | 7,700,000,000 | 7,869,800,000 | 130.55% | | Shi Jianmin | 107,000,000 | 300,000,000 | 407,000,000 | 6.75% | | Zhang Weihua | 500,000,000 | – | 500,000,000 | 8.29% | - As of June 30, 2025, **69,800,000 shares** of Mr. Tang Kwok Keung's **169,800,000 shares** long position were held by Coherent Gallery International Limited, wholly owned by Mr. Tang Kwok Keung[81](index=81&type=chunk) - As of June 30, 2025, Mr. Zhang Weihua indirectly owned China Mass Enterprises Limited through Jiangsu Kangtai Holding Group Co., Ltd., which held a total of **500,000,000 shares** in the Company[81](index=81&type=chunk) [Substantial Shareholders' Interests in the Company](index=37&type=section&id=Substantial%20Shareholders%27%20Interests%20in%20the%20Company) As of June 30, 2025, the Company was not aware of any persons, other than the disclosed directors, holding 10% or more interests in shares or related shares requiring disclosure under the Securities and Futures Ordinance - As of June 30, 2025, to the best knowledge of any Director or chief executive of the Company, save as disclosed above, no person (other than a Director or chief executive of the Company) had an interest or short position in the shares or related shares of the Company which would fall to be disclosed to the Company and The Stock Exchange of Hong Kong Limited under Divisions 2 and 3 of Part XV of the Securities and Futures Ordinance, or which was recorded in the register required to be kept under Section 336 of the Securities and Futures Ordinance, or was deemed, directly or indirectly, to be interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of the Company[83](index=83&type=chunk) [Interests of Other Persons in the Company](index=37&type=section&id=Interests%20of%20Other%20Persons%20in%20the%20Company) As of June 30, 2025, the Company was not aware of any persons (other than directors or chief executives) holding 5% or more interests in shares or related shares requiring disclosure under the Securities and Futures Ordinance - As of June 30, 2025, to the best knowledge of any Director or chief executive of the Company, save as disclosed above, no person (other than a Director or chief executive of the Company) had an interest or short position in the shares or related shares of the Company which would fall to be disclosed to the Company and The Stock Exchange of Hong Kong Limited under Divisions 2 and 3 of Part XV of the Securities and Futures Ordinance, or which was recorded in the register required to be kept under Section 336 of the Securities and Futures Ordinance, or was deemed, directly or indirectly, to be interested in 5% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of the Company[84](index=84&type=chunk) [Changes in Board and Directors' Information](index=37&type=section&id=Changes%20in%20Board%20and%20Directors%27%20Information) There have been no other changes to the Board and directors' information since the date of the 2024 annual report, except for the appointment of Mr. Fan Chao as an executive director effective May 1, 2025 - Save as disclosed in the Company's announcement dated April 30, 2025, regarding the appointment of Mr. Fan Chao as an executive director with effect from **May 1, 2025**, there have been no other changes to the Board and directors' information since the date of the Company's annual report for the year ended December 31, 2024[85](index=85&type=chunk) [Directors' Interests in Competing Businesses](index=38&type=section&id=Directors%27%20Interests%20in%20Competing%20Businesses) During the review period, none of the Company's directors, management shareholders, or their associates held any business interests that competed or might compete with the Company's business - During the review period, none of the Company's Directors or management shareholders and their respective associates held any business interests that competed or might compete with the Company's business[86](index=86&type=chunk) [Going Concern and Mitigation Measures](index=38&type=section&id=Going%20Concern%20and%20Mitigation%20Measures) The Group is involved in litigation with banks but has implemented various measures to improve liquidity and financial position, including successfully restructuring most bank loans, with the latest information disclosed as of June 30, 2025 - The Group is involved in certain litigation with banks, and the Group has taken various measures to improve its liquidity and financial position, as detailed in the Company's 2024 annual report[87](index=87&type=chunk) - The Group has been negotiating with banks to renew or restructure loans, and most bank loans have been restructured[87](index=87&type=chunk) [Code of Conduct for Securities Transactions by Directors](index=38&type=section&id=Code%20of%20Conduct%20for%20Securities%20Transactions%20by%20Directors) The Company has adopted a code of conduct for directors' securities transactions no less exacting than the Model Code and confirms that all directors have complied with it - For the six months ended June 30, 2025, the Company adopted a code of conduct for directors' securities transactions with terms no less exacting than the Model Code for Securities Transactions by Directors of Listed Issuers[88](index=88&type=chunk) - The Company has also made specific enquiries with all Directors, and the Company is not aware of any non-compliance by any Director with the required standards for securities transactions and the code of conduct for securities transactions by Directors[88](index=88&type=chunk) [Purchase, Sale or Redemption of Shares](index=38&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20Shares) During the review period, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed shares - During the review period, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed shares[89](index=89&type=chunk) [Events After Reporting Period](index=38&type=section&id=Events%20After%20Reporting%20Period) No significant events occurred after the reporting period and up to the date of approval of this report - No significant events occurred after the reporting period and up to the date of approval of this report[90](index=90&type=chunk) [Audit Committee](index=39&type=section&id=Audit%20Committee) Established in 2003, the Audit Committee comprises three independent non-executive directors responsible for reviewing and monitoring the Group's financial reporting processes and internal control systems, and has reviewed the unaudited interim financial statements for the current period - The Audit Committee was established on **June 10, 2003**, and its terms of reference are set out in writing in accordance with the Corporate Governance Code[91](index=91&type=chunk) - As of the date of this interim report, the Audit Committee comprises **three members**, including three independent non-executive directors: Mr. Xu Congcai, Mr. Le Yiren, and Ms. Lu Yi[91](index=91&type=chunk) - The Audit Committee has reviewed the accounting principles and practices adopted by the Company and the Group with management and discussed internal control and financial reporting matters, including the unaudited interim financial statements of the Company and the Group for the six months ended June 30, 2025[91](index=91&type=chunk) [Corporate Governance](index=39&type=section&id=Corporate%20Governance) The Company has established Board practices and procedures in accordance with the Code set out in Appendix 14 of the Listing Rules since January 1, 2005, and has taken appropriate actions to comply with the Code provisions - Since **January 1, 2005**, the Board's practices and procedures have been established in accordance with the Code set out in Appendix 14 of the Listing Rules[92](index=92&type=chunk) - The Company has taken appropriate actions to comply with the Code, and the Group has complied with the Code provisions contained therein[92](index=92&type=chunk)

Ko Yo Chemical (Group) Limited 玖源化工（集團）有限公司 (Incorporated in the Cayman Islands with limited liability) （於開曼群島註冊成立的有限公司） (Stock Code 股份代號: 00827) NOTIFICATION LETTER 通知信函 Dear Non-registered Shareholder(s)(Note 1) , 4 September 2025 The following document(s) of Ko Yo Chemical (Group) Limited (the "Company") has/have been prepared in English and Chinese and is/are available on the websites of the Company at www.koyochem.com and The Stock Exchange of Hong Kong Limited at www.hkexnews.hk (collectively "Website ...

Ko Yo Chemical (Group) Limited 玖源化工（集團）有限公司 (Incorporated in the Cayman Islands with limited liability) （於開曼群島註冊成立的有限公司） (Stock Code 股份代號: 00827) NOTIFICATION LETTER 通知信函 Dear Registered Shareholder(s), 4 September 2025 The following document(s) of Ko Yo Chemical (Group) Limited (the "Company") has/have been prepared in English and Chinese and is/are available on the websites of the Company at www.koyochem.com and The Stock Exchange of Hong Kong Limited at www.hkexnews.hk (collectively "Websites"):- • 2025 ...

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8月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 玖源化工(集團)有限公司 呈交日期: 2025年8月31日 本月底法定/註冊股本總額： HKD 2,000,000,000 FF301 第 1 頁 共 10 頁 v 1.1.1 FF301 II. 已發行股份及/或庫存股份變動 | 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) | 00827 | 說明 | | | | | | | | | | 已發行股份（不包括庫存股份）數目 | | | 庫存股份數目 | | 已發行股份總數 | | | 上月底結存 | | | | 6,028,042,599 | | 0 | | 6,028,042,599 | | 增加 / 減少 (-) | | | | | | | | | | 本月底結存 | | | | 6,0 ...

格隆汇8月29日丨玖源集团(00827.HK)公告，截至2025年6月30日止6个月，集团未经审核营业额约为人 民币11亿元，较去年同期减少约14.1%。营业额减少主要由于产品售价较去年同期下降所致。未经审核 集团股东应占亏损约为人民币1.86亿元，较去年同期增加亏损约人民币5610万元。集团未经审核每股基 本亏损约为人民币3.08分。董事不建议就截至2025年6月30日止6个月派付任何中期股息。 ...

智通财经APP讯，玖源集团(00827)发布截至2025年6月30日止6个月业绩，该集团期内取得营业额11亿元 人民币，同比减少14.06%;公司权益持有人应占亏损1.86亿元，同比扩大43.28%;每股基本亏损3.08分。 （原标题：玖源集团(00827)发布中期业绩 股东应占亏损1.86亿元 同比扩大43.28%） ...

玖源集团(00827)发布截至2025年6月30日止6个月业绩，该集团期内取得营业额11亿元人民币，同比减 少14.06%;公司权益持有人应占亏损1.86亿元，同比扩大43.28%;每股基本亏损3.08分。 ...

[Interim Results Summary](index=1&type=section&id=Interim%20Results%20Summary) This section provides a high-level overview of the Group's financial performance and key highlights for the interim period [Financial Summary](index=1&type=section&id=Financial%20Summary) The Group reported a loss attributable to shareholders of RMB 185.8 million and a 14.1% revenue decrease due to lower product prices Key Financial Indicators for H1 2025 | Indicator | H1 2025 (RMB million) | H1 2024 (RMB million) | Change (RMB million) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Loss attributable to shareholders | 185.8 | 129.7 | 56.1 (increase) | 43.25% | | Revenue | 1,100 | 1,280 | (180) (decrease) | -14.06% | | Net cash outflow from operating activities (before changes and interest/tax) | 32.8 | (62.9) (inflow) | (95.7) (decrease) | -152.15% | | Basic loss per share (RMB cents) | 3.08 | 2.15 | 0.93 (increase) | 43.26% | - Revenue decrease was primarily due to lower product selling prices[3](index=3&type=chunk) - The directors do not recommend paying any interim dividend[4](index=4&type=chunk) [Interim Results](index=2&type=section&id=Interim%20Results) This section presents the Group's unaudited condensed consolidated financial statements for the interim period [Unaudited Condensed Consolidated Statement of Profit or Loss](index=2&type=section&id=Unaudited%20Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss) The Group's revenue decreased by 14.1% to RMB 1,099,955 thousand, with gross profit turning into a loss and period loss expanding Condensed Consolidated Statement of Profit or Loss (RMB thousand) | Indicator | For the six months ended June 30, 2025 | For the six months ended June 30, 2024 | | :--- | :--- | :--- | | Revenue | 1,099,955 | 1,279,855 | | Cost of sales | (1,131,957) | (1,200,229) | | Gross profit/(loss) | (32,002) | 79,626 | | Operating profit/(loss) | (112,267) | (5,462) | | Finance costs | (102,629) | (110,385) | | Loss before tax | (214,896) | (115,847) | | Loss for the period | (194,281) | (135,073) | | Loss attributable to owners of the Company | (185,789) | (129,665) | | Basic loss per share (RMB cents) | (3.08) | (2.15) | [Condensed Consolidated Statement of Financial Position](index=3&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) Total assets decreased, net current liabilities remained high at RMB 3,265,424 thousand, and total equity significantly reduced to RMB 165,304 thousand Condensed Consolidated Statement of Financial Position (RMB thousand) | Indicator | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | **Assets** | | | | Non-current assets | 4,424,935 | 4,401,085 | | Current assets | 431,482 | 1,012,722 | | **Total assets** | **4,856,417** | **5,413,807** | | **Equity** | | | | Equity attributable to owners of the Company | 217,430 | 403,219 | | Non-controlling interests | (52,126) | (43,634) | | **Total equity** | **165,304** | **359,585** | | **Liabilities** | | | | Non-current liabilities | 994,207 | 788,143 | | Current liabilities | 3,696,906 | 4,266,079 | | **Total liabilities** | **4,691,113** | **5,054,222** | | Net current liabilities | (3,265,424) | (3,253,357) | [Unaudited Condensed Consolidated Statement of Cash Flows](index=5&type=section&id=Unaudited%20Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) Operating cash inflow increased to RMB 177,295 thousand, but investing cash outflow significantly rose due to increased capital expenditures Condensed Consolidated Statement of Cash Flows (RMB thousand) | Indicator | For the six months ended June 30, 2025 | For the six months ended June 30, 2024 | | :--- | :--- | :--- | | Net cash from operating activities | 199,535 | 113,343 | | Interest paid | (22,240) | (35,835) | | Net cash inflow from operating activities | 177,295 | 77,508 | | Net cash outflow from investing activities | (86,871) | (8,299) | | Net cash outflow from financing activities | (69,487) | (79,383) | | Increase/(decrease) in cash and cash equivalents | 20,937 | (10,174) | | Cash and cash equivalents at June 30 | 29,036 | 52,754 | - Significant increase in payments for property, plant and equipment and construction in progress led to a substantial rise in net cash outflow from investing activities[8](index=8&type=chunk) [Unaudited Consolidated Statement of Changes in Equity](index=6&type=section&id=Unaudited%20Consolidated%20Statement%20of%20Changes%20in%20Equity) Total equity attributable to owners of the Company significantly decreased to RMB 165,304 thousand due to an expanded net loss for the period Consolidated Statement of Changes in Equity (RMB thousand) | Indicator | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | Total equity at beginning of period | 359,585 (January 1, 2025) | 911,815 (January 1, 2024) | | Net loss for the period | (194,281) | (135,073) | | Total equity at end of period | 165,304 | 778,606 | [Notes to the Financial Statements](index=7&type=section&id=Notes%20to%20the%20Financial%20Statements) This section provides detailed explanations and disclosures supporting the Group's interim financial statements [1. Basis of Preparation](index=7&type=section&id=1.%20Basis%20of%20Preparation) The Group's core business is chemical production and sales in Mainland China, with financial statements prepared under HKAS 34 and Listing Rules - The Group's principal business is the production and sale of chemical products and chemical fertilizers in Mainland China[10](index=10&type=chunk) - The interim financial statements are prepared in accordance with Hong Kong Accounting Standard 34 and Appendix 16 of the Listing Rules of the Stock Exchange[10](index=10&type=chunk) [2. Significant Accounting Policies](index=7&type=section&id=2.%20Significant%20Accounting%20Policies) Accounting policies are consistent with 2024, and despite net current liabilities, the going concern basis is adopted due to expected cash flows and loan restructuring - Significant accounting policies remain consistent with the 2024 annual financial statements[11](index=11&type=chunk) - The Group had **net current liabilities of RMB 3,696,906 thousand** as of June 30, 2025[11](index=11&type=chunk) - The directors adopted the going concern basis based on the assumption of positive cash flows from Guang'an and Dazhou plants and successful restructuring of bank loans[11](index=11&type=chunk) [3. Revenue](index=7&type=section&id=3.%20Revenue) Revenue, primarily from chemical and fertilizer sales in China, decreased by 14.1% to RMB 1,099,955 thousand, with methanol sales up and others down - Revenue represents the net amount received from the sale of chemical products and chemical fertilizers, after deducting returns, discounts, and value-added tax, primarily from China[13](index=13&type=chunk) Revenue by Product Category (RMB thousand) | Product | H1 2025 | % of Total | H1 2024 | % of Total | | :--- | :--- | :--- | :--- | :--- | | Urea | 305,929 | 27.8 | 355,449 | 27.8 | | Ammonia | 324,247 | 29.5 | 431,285 | 33.7 | | Methanol | 468,471 | 42.6 | 419,183 | 32.7 | | NMP | 222 | 0.0 | 2,149 | 0.2 | | DMF | 1,086 | 0.1 | 3,013 | 0.2 | | Others | – | – | 68,776 | 5.4 | | **Total** | **1,099,955** | **100** | **1,279,855** | **100** | [4. Reconciliation of Loss Before Tax to Cash Generated from Operations](index=8&type=section&id=4.%20Reconciliation%20of%20Loss%20Before%20Tax%20to%20Cash%20Generated%20from%20Operations) Loss before tax was RMB 214,896 thousand, while net cash from operations improved to RMB 199,535 thousand, driven by increased payables Reconciliation of Loss Before Tax to Cash Generated from Operations (RMB thousand) | Indicator | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Loss before tax | (214,896) | (115,847) | | Depreciation of property, plant and equipment | 82,725 | 71,886 | | Interest expense | 102,629 | 110,385 | | Operating cash flow before working capital changes | (32,832) | 62,913 | | Increase/(decrease) in trade and other payables | 154,371 | 210,882 | | Cash generated from operations | 199,555 | 132,569 | | Net cash generated from operations after tax | 199,535 | 113,343 | [5. Taxation](index=9&type=section&id=5.%20Taxation) No profits tax provision was made for non-PRC entities, while PRC subsidiaries face a 25% rate, with a tax deduction of RMB 20,615 thousand - The Group generated no taxable profits in the Cayman Islands, British Virgin Islands, or Hong Kong, and no provision for profits tax was made[16](index=16&type=chunk) - The applicable income tax rate for PRC subsidiaries is **25%**[17](index=17&type=chunk) Tax Deduction (RMB thousand) | Tax Category | H1 2025 | H1 2024 | | :--- | :--- | :--- | | PRC enterprise income tax | 20 | 26,258 | | Deferred income tax | (20,635) | (7,032) | | **Total** | **(20,615)** | **19,226** | [6. Earnings Per Share](index=9&type=section&id=6.%20Earnings%20Per%20Share) Basic and diluted loss per share expanded to RMB 3.08 cents, reflecting the increased loss for the period Earnings Per Share (RMB cents) | Indicator | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Loss for the period (RMB thousand) | (185,789) | (129,665) | | Basic loss per share (RMB cents) | (3.08) | (2.15) | | Diluted loss per share (RMB cents) | (3.08) | (2.15) | | Weighted average number of shares for basic earnings per share (thousand shares) | 6,028,043 | 6,028,043 | [7. Dividends](index=10&type=section&id=7.%20Dividends) The Board does not recommend paying any interim dividend for the six months ended June 30, 2025 - The Board does not recommend paying any interim dividend[20](index=20&type=chunk) [8. Trade and Other Receivables](index=10&type=section&id=8.%20Trade%20and%20Other%20Receivables) Total trade and other receivables decreased to RMB 156,008 thousand, with a typical credit period of zero to three months Trade and Other Receivables (RMB thousand) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Trade receivables | 2,436 | 2,407 | | Prepayments, deposits for purchases and other deposits | 19,888 | 40,658 | | Bills receivable | 1,253 | 21 | | Other receivables | 132,431 | 151,693 | | **Total** | **156,008** | **194,779** | - The Group generally grants a credit period of zero to three months[21](index=21&type=chunk) [9. Trade and Other Payables](index=11&type=section&id=9.%20Trade%20and%20Other%20Payables) Total trade and other payables increased to RMB 830,231 thousand, primarily due to a significant rise in accruals and other payables Trade and Other Payables (RMB thousand) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Trade payables | 50,030 | 41,812 | | Payables for construction work | 230,667 | 218,132 | | Accruals and other payables | 549,534 | 342,094 | | **Total** | **830,231** | **602,038** | Ageing Analysis of Trade Payables (RMB thousand) | Ageing | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Less than one year | 41,646 | 33,428 | | Over one year but not exceeding two years | 8,384 | 8,384 | | **Total** | **50,030** | **41,812** | [10. Borrowings](index=12&type=section&id=10.%20Borrowings) Total borrowings were RMB 2,165,310 thousand, mostly short-term, secured by fixed assets and deposits, with interest rates from 3.00% to 8.70% Analysis of Borrowings by Repayment Period (RMB thousand) | Repayment Period | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Less than one year | 1,925,926 | 2,720,656 | | One to two years | 128,373 | 74,290 | | Two to five years | 111,011 | – | | **Total borrowings** | **2,165,310** | **2,794,946** | | Included in current liabilities | (1,925,926) | (2,720,656) | | Included in non-current liabilities | 239,384 | 74,290 | - Borrowings are generally secured by certain fixed assets and pledged bank deposits of the Group[23](index=23&type=chunk) - Borrowings bear interest at annual rates ranging from **3.00% to 8.70%** (2024: 3.45% to 8.64%)[23](index=23&type=chunk) [11. Deferred Income Tax](index=13&type=section&id=11.%20Deferred%20Income%20Tax) Deferred tax assets increased to RMB 36,834 thousand from recognized losses, while deferred tax liabilities remained at RMB 114,033 thousand Deferred Income Tax Assets (RMB thousand) | Item | Amount | | :--- | :--- | | As of December 31, 2024 | 16,199 | | Recognized in profit or loss | 20,635 | | As of June 30, 2025 | 36,834 | Deferred Income Tax Liabilities (RMB thousand) | Item | Amount | | :--- | :--- | | As of December 31, 2024 | (114,033) | | As of June 30, 2025 | (114,033) | [Management Discussion and Analysis](index=14&type=section&id=Management%20Discussion%20and%20Analysis) This section provides management's perspective on the Group's financial performance, business operations, and future outlook [Financial Performance](index=14&type=section&id=Financial%20Performance) Revenue decreased by 14.1% to RMB 1,100 million due to lower prices, while loss attributable to shareholders expanded to RMB 185.8 million - Revenue was approximately **RMB 1,100 million**, a **14.1% decrease** from the same period last year, primarily due to lower product selling prices[26](index=26&type=chunk) - Loss attributable to shareholders was approximately **RMB 185.8 million**, an increase of **RMB 56.1 million** from the same period last year, mainly due to a decrease in gross profit margin[26](index=26&type=chunk)[27](index=27&type=chunk) - Total sales volume (excluding trading portion) reached approximately **546,000 tons**, a slight increase of approximately **1.3%** from the same period last year[26](index=26&type=chunk) - Gross profit margin decreased from approximately **6.2%** in the same period last year to **-2.9%**, mainly due to lower product market prices[27](index=27&type=chunk) [Business Review](index=15&type=section&id=Business%20Review) The Group enhanced efficiency and risk resistance through internal improvements, but operating performance was below expectations due to low product prices - The Group operated actively and steadily, enhancing production efficiency and risk resistance through technological improvements, cost control, and sales model adjustments[28](index=28&type=chunk) - In H1 2025, performance in safety, environmental protection, production, consumption, marketing, and cost control all improved further from the historical best levels of 2024[29](index=29&type=chunk) - Despite achieving historical best internal results, operating performance was slightly below expectations due to sluggish product selling prices[29](index=29&type=chunk) [Guang'an Jiuyuan Plant](index=16&type=section&id=Guang%27an%20Jiuyuan%20Plant) Guang'an Jiuyuan Plant resumed production, improving output and energy consumption, but operating performance was below expectations due to low selling prices - Guang'an Jiuyuan Plant resumed production on **January 3, 2025**, improving output and energy consumption through technological upgrades and cost control[30](index=30&type=chunk) - Despite achieving historical best results, operating performance fell short of expectations due to sluggish finished product selling prices[30](index=30&type=chunk) [Dazhou Jiuyuan Plant](index=16&type=section&id=Dazhou%20Jiuyuan%20Plant) Dazhou Jiuyuan Plant resumed production, achieving good output and energy consumption after overhaul, but operating performance was below expectations - Dazhou Jiuyuan Plant resumed production on **February 10**, achieving good levels of output and energy consumption through annual overhaul and continuous optimization[31](index=31&type=chunk) - Operating performance failed to meet expectations due to sluggish finished product selling prices[31](index=31&type=chunk) [Guang'an Jiuyuan Electronic Materials Plant](index=16&type=section&id=Guang%27an%20Jiuyuan%20Electronic%20Materials%20Plant) The plant was idled due to low demand, but optimization efforts significantly improved DMF stability and NMP capacity, reducing costs - Guang'an Jiuyuan Electronic Materials Plant was idled in the first half due to sluggish market demand[32](index=32&type=chunk) - Through equipment optimization and capacity-increasing technical modifications, DMF unit stability and NMP unit capacity were significantly improved, and production costs were effectively reduced[32](index=32&type=chunk) [Jiangsu Blue Planet Plant](index=17&type=section&id=Jiangsu%20Blue%20Planet%20Plant) The propylene oxide project's main construction is complete, entering commissioning, with an estimated annual new sales revenue of RMB 4 billion - The main construction of Jiangsu Blue Planet Environmental Technology Co., Ltd.'s propylene oxide project is largely complete, entering the commissioning, testing, and procedural stages[33](index=33&type=chunk) - After commissioning, this project is expected to generate approximately **RMB 4 billion** in new annual sales revenue[33](index=33&type=chunk) [Industry Review and Outlook](index=17&type=section&id=Industry%20Review%20and%20Outlook) H1 2025 saw volatile or sluggish markets for DMF, NMP, methanol, synthetic ammonia, and urea, characterized by oversupply and weak demand - In H1 2025, the domestic DMF market showed an 'M'-shaped trend, with overall market levels still below the same period last year, characterized by strong supply and weak demand[34](index=34&type=chunk) - The NMP market was sluggish, with mature recycling technology compressing the synthetic liquid market space, leading to severe supply-demand structural mismatch[37](index=37&type=chunk) - In H1 2025, the methanol market rose first then fell, dominated by macro-control and supply-demand structure, with ample supply and declining demand in Q2[39](index=39&type=chunk) - The synthetic ammonia market showed a trend of initial decline then rise then decline, with increased supply pressure and weak downstream demand[40](index=40&type=chunk)[41](index=41&type=chunk) - The urea market exhibited a phased characteristic of 'initial strength then weakness,' with high supply and weak demand in Q2, leading to volatile downward market trends[43](index=43&type=chunk) [Dimethylformamide (DMF)](index=17&type=section&id=Dimethylformamide%20(DMF)) DMF market saw an "M"-shaped trend with prices below last year, driven by strong supply, weak demand, and fluctuating seasonal factors - In H1 2025, domestic DMF total capacity was **1.8 million tons** (effective capacity **1.5 million tons**), with an industry operating rate of **48.5%**, and supply of approximately **437,000 tons**[34](index=34&type=chunk) - The market showed an 'M'-shaped trend, with overall prices lower than the same period last year, and transactions often involved price reductions due to strong supply and weak demand[34](index=34&type=chunk) - Demand before the Spring Festival drove prices up, followed by a decline after the holiday due to high prices and increased supply, then a rebound due to destocking and recovering downstream demand, but subsequently faced renewed pressure from high operating rates and reduced demand[35](index=35&type=chunk)[36](index=36&type=chunk) [N-Methylpyrrolidone (NMP)](index=18&type=section&id=N-Methylpyrrolidone%20(NMP)) NMP market was sluggish due to dominant recycling capacity compressing synthetic liquid space, though prices rose in June due to BDO and waste liquid shortages - In H1 2025, NMP synthetic liquid supply capacity was approximately **1.01 million tons**, with a capacity utilization rate of approximately **20%**, and recycling capacity approached **2.8 million tons**[37](index=37&type=chunk) - Recycling has dominated the NMP market, leading to a compression of the synthetic liquid market space[37](index=37&type=chunk) - After June, NMP prices significantly increased to their highest point in the first half at **RMB 10,200/ton** due to rising BDO prices and a shortage of NMP recycling waste liquid[37](index=37&type=chunk) [Methanol](index=18&type=section&id=Methanol) Methanol production increased, but the market saw an initial rise then fall, with ample supply and declining demand in Q2, despite a brief June surge - In H1 2025, domestic methanol production was approximately **42.74 million tons**, a **8%** year-on-year increase; average operating rate was **81%**, a **4%** year-on-year increase[38](index=38&type=chunk) - The market rose first then fell, with demand increasing in Q1; in Q2, influenced by macro factors, supply was ample while downstream demand declined, and prices bottomed out[39](index=39&type=chunk) - In June, influenced by the Middle East conflict, crude oil prices rose, and methanol market prices surged accordingly, but the upward trend lasted only about **10 days** before falling back[39](index=39&type=chunk) [Synthetic Ammonia](index=19&type=section&id=Synthetic%20Ammonia) Synthetic ammonia production increased, but the market saw a decline-rise-decline trend, with increased supply pressure and weak demand in Q2 - In H1 2025, domestic synthetic ammonia production was approximately **30.98 million tons**, a **4%** year-on-year increase; average industry operating rate was **79%**, a **1%** year-on-year decrease[40](index=40&type=chunk) - The market showed a trend of initial decline then rise then decline, with ample supply in January, firm prices in February due to downstream resumption, and rapid price increases in March due to reduced supply from maintenance units[40](index=40&type=chunk) - From April to June, resumed maintenance units increased supply pressure, the downstream phosphate compound fertilizer industry entered the off-season, and operating rates declined, leading to a downward market trend and bottoming out prices[41](index=41&type=chunk) [Urea](index=20&type=section&id=Urea) Urea production increased, but the market showed an "initial strength then weakness" trend, with high supply, weak demand, and falling prices in Q2 - In H1 2025, domestic urea production was approximately **35.67 million tons**, a **10%** year-on-year increase; average operating rate was approximately **84%**, a **6.7%** year-on-year increase[42](index=42&type=chunk) - The market exhibited a phased characteristic of 'initial strength then weakness,' with prices rising in Q1 due to strong export expectations and spring farming demand[43](index=43&type=chunk) - In Q2, high supply and weak demand led to volatile downward market trends, with export policies falling short of expectations, weak domestic demand, and continuously falling prices[43](index=43&type=chunk) [Strategies](index=20&type=section&id=Strategies) The Group implemented cost reduction and revenue enhancement strategies in H1 and will focus on supply, efficiency, sales, and new projects in H2 for sustainable development - In H1, production and operating costs were reduced through technological transformation and overhaul work, achieving historically low unit production consumption[44](index=44&type=chunk)[45](index=45&type=chunk) - Optimized the full-category bidding model, dynamically adjusted the bidding-to-order ratio, and controlled sales pace to maximize benefits[45](index=45&type=chunk) - H2 strategies include: ensuring raw material supply for production, promoting 'increasing revenue and reducing expenditure, cost reduction and efficiency improvement' measures, optimizing performance appraisal and salary reform, and strengthening employee training[45](index=45&type=chunk)[21](index=21&type=chunk) - Implemented sales model optimization, expanded high-quality customer base, developed new types of urea, improved the bidding model, and increased sales of differentiated urea[46](index=46&type=chunk) - Prepared for annual equipment overhauls, explored the feasibility of extending overhaul cycles from one year to two years, and reduced spare parts inventory[46](index=46&type=chunk) - Promoted new project approval, commencement, and construction, revitalized existing assets, achieved product upgrades, and transitioned from basic chemicals to fine chemicals[48](index=48&type=chunk) - Focused on 'two major projects': steam energy-saving renovation and synthetic ammonia energy-saving and carbon reduction renovation, and advanced the introduction of a second natural gas source for the industrial park[48](index=48&type=chunk) [Liquidity, Financial Resources and Capital Structure](index=23&type=section&id=Liquidity%2C%20Financial%20Resources%20and%20Capital%20Structure) This section details the Group's liquidity position, available financial resources, and overall capital structure [Liquidity](index=23&type=section&id=Liquidity) The Group had net current liabilities of RMB 3,265,424 thousand, with current assets and liabilities detailed - As of June 30, 2025, the Group had **net current liabilities of approximately RMB 3,265,424 thousand**[47](index=47&type=chunk) Current Assets and Liabilities as of June 30, 2025 (RMB thousand) | Item | Amount | | :--- | :--- | | **Current Assets** | | | Cash and bank balances | 29,036 | | Restricted and pledged bank deposits | 60,918 | | Inventories | 185,520 | | Trade and other receivables | 156,008 | | **Current Liabilities** | | | Borrowings | 1,925,926 | | Amounts due to a related company | 837,257 | | Trade and other payables and other current liabilities | 933,723 | [Capital Commitments](index=24&type=section&id=Capital%20Commitments) The Group had outstanding capital commitments of approximately RMB 215,918 thousand as of June 30, 2025 - As of June 30, 2025, the Group had outstanding capital commitments of approximately **RMB 215,918 thousand**[50](index=50&type=chunk) [Financial Resources](index=24&type=section&id=Financial%20Resources) The Group held RMB 29,036 thousand in cash and RMB 60,918 thousand in restricted deposits, with no unutilized credit, planning to fund operations via existing balances and cash flows - As of June 30, 2025, the Group had cash and bank balances of approximately **RMB 29,036 thousand** and restricted and pledged bank deposits of approximately **RMB 60,918 thousand**[51](index=51&type=chunk) - The Group had no unutilized bank credit facilities[51](index=51&type=chunk) - The Company intends to fund future operations through existing bank balances and cash flows from operating activities[51](index=51&type=chunk) [Gearing Ratio](index=24&type=section&id=Gearing%20Ratio) The gearing ratio increased to **94%**, up from 88%, indicating a rise in net debt relative to total capital Gearing Ratio | Date | Gearing Ratio | | :--- | :--- | | June 30, 2025 | 94% | | December 31, 2024 | 88% | - The gearing ratio is calculated based on net debt divided by total capital[52](index=52&type=chunk) [Contingent Liabilities](index=24&type=section&id=Contingent%20Liabilities) The Group had no significant contingent liabilities as of June 30, 2025 - As of June 30, 2025, the Group had no significant contingent liabilities[53](index=53&type=chunk) [Other Information](index=24&type=section&id=Other%20Information) This section covers additional disclosures and information not presented elsewhere in the financial report [Material Acquisitions/Disposals](index=24&type=section&id=Material%20Acquisitions%2FDisposals) The Group had no material acquisitions or disposals during the six months ended June 30, 2025 - For the six months ended June 30, 2025, the Group had no material acquisitions or disposals[54](index=54&type=chunk) [Segment Information](index=24&type=section&id=Segment%20Information) No segment information is presented as the Group's operations are primarily in China and within a single business segment - The Group's operations are primarily conducted in China and fall under the same business segment, thus no segment information is presented[55](index=55&type=chunk) [Details of Future Plans for Material Investments or Capital Assets](index=25&type=section&id=Details%20of%20Future%20Plans%20for%20Material%20Investments%20or%20Capital%20Assets) No other material investment plans exist beyond the disclosed new production lines at Dazhou, Guang'an Chemical, Guang'an Materials, and Jiangsu Plants - Apart from the disclosed plans for three new production lines at Dazhou Plant, Guang'an Chemical Plant, and Guang'an Materials Plant, and the Jiangsu Plant, there are no other material investment plans[56](index=56&type=chunk) [Employees Information](index=25&type=section&id=Employees%20Information) The Group had 709 employees as of June 30, 2025, a decrease from 2024, with most based in China for production - As of June 30, 2025, the Group had a total of **709 employees** (2024: 821 employees), with **707** based in China[57](index=57&type=chunk) Employee Distribution by Function | Function | June 30, 2025 | 2024 | | :--- | :--- | :--- | | Management | 4 | 3 | | Finance and Administration | 109 | 112 | | Production | 588 | 693 | | Sales and Marketing and R&D | 8 | 13 | | **Total** | **709** | **821** | [Pledge of the Group's Assets](index=25&type=section&id=Pledge%20of%20the%20Group%27s%20Assets) Land use rights, buildings, equipment, mining rights, and bank deposits were pledged as collateral for borrowings and bills payable Value of Pledged Assets (RMB thousand) | Asset Category | June 30, 2025 | 2024 | | :--- | :--- | :--- | | Land use rights and buildings | 317,414 | 492,526 | | Plant and machinery | 650,105 | 912,999 | | Mining rights | 334,306 | 334,306 | | Bank deposits | 60,412 | 576,600 | - Fixed assets were pledged as collateral for the Group's borrowings and bills payable[58](index=58&type=chunk) [Foreign Exchange Risk](index=25&type=section&id=Foreign%20Exchange%20Risk) The Group faces foreign exchange risk from HKD-denominated loans, with management monitoring and considering hedging - The Group faces foreign exchange risk, primarily due to certain loans denominated in HKD[60](index=60&type=chunk) - Management monitors foreign exchange risk and considers hedging when necessary[60](index=60&type=chunk) [Share Option Scheme](index=26&type=section&id=Share%20Option%20Scheme) The Company has 363,992 thousand outstanding share options, with 186,312,259 options still available for grant under the scheme Details of Outstanding Share Options (thousand shares) | Option Category | Held as of January 1, 2025 | Forfeited/Lapsed during the period | Held as of June 30, 2025 | | :--- | :--- | :--- | :--- | | Directors (Shi Jianmin) | 300,000 | – | 300,000 | | Employees | 78,812 | (14,820) | 63,992 | | **Total** | **378,812** | **(14,820)** | **363,992** | - Exercise price for Option A is **HKD 0.151**, Option B is **HKD 0.141**, and Option C is **HKD 0.182**[61](index=61&type=chunk) - As of June 30, 2025, **186,312,259 share options** remained available for grant under the share option scheme adopted on October 23, 2020[62](index=62&type=chunk) [Outstanding Convertible Securities](index=27&type=section&id=Outstanding%20Convertible%20Securities) The Company has one outstanding convertible security, convertible into 7,700,000 thousand shares, which would significantly increase Mr. Tang Kwok Keung's shareholding Details of Outstanding Convertible Securities | Maturity Date | Conversion Price (HKD) | Number of Shares Convertible (thousand shares) | Redeemability | | :--- | :--- | :--- | :--- | | November 29, 2026 | 0.108 | 7,700,000 | None | Shareholding Structure Before and After Conversion of Outstanding Convertible Securities (Approximate) | Shareholder | Number of Shares Before Conversion | Percentage Before Conversion | Number of Shares After Conversion | Percentage After Conversion | | :--- | :--- | :--- | :--- | :--- | | Mr. Tang Kwok Keung | 169,800,000 | 2.82% | 7,869,800,000 | 57.33% | | Mr. Shi Jianmin | 107,000,000 | 1.78% | 107,000,000 | 0.78% | | Mr. Zhang Weihua | 500,000,000 | 8.29% | 500,000,000 | 3.64% | | Public Shareholders | 5,251,242,599 | 87.11% | 5,251,242,599 | 38.25% | | **Total** | **6,028,042,599** | **100.00%** | **13,728,042,599** | **100.00%** | - Assuming full conversion of all outstanding convertible securities, Mr. Tang Kwok Keung's shareholding would significantly increase[65](index=65&type=chunk) [Directors' Interests in the Company](index=29&type=section&id=Directors%27%20Interests%20in%20the%20Company) As of June 30, 2025, Mr. Tang Kwok Keung, Mr. Shi Jianmin, and Mr. Zhang Weihua held long positions in the Company's shares and underlying shares Directors' Long Positions in Shares and Underlying Shares of the Company | Director | Long Position in Shares (Beneficial Owner) | Long Position in Share Options and Convertible Bonds (Beneficial Owner) | Total Long Position in Shares and Underlying Shares | Interest in Issued Share Capital | | :--- | :--- | :--- | :--- | :--- | | Mr. Tang Kwok Keung | 169,800,000 | 7,700,000,000 | 7,869,800,000 | 130.55% | | Mr. Shi Jianmin | 107,000,000 | 300,000,000 | 407,000,000 | 6.75% | | Mr. Zhang Weihua | 500,000,000 | – | 500,000,000 | 8.29% | - Mr. Tang Kwok Keung holds certain shares through his wholly-owned Coherent Gallery International Limited[67](index=67&type=chunk) - Mr. Zhang Weihua indirectly owns certain shares through Jiangsu Kangtai Holding Group Co., Ltd[67](index=67&type=chunk) [Substantial Shareholders' Interests in the Company](index=30&type=section&id=Substantial%20Shareholders%27%20Interests%20in%20the%20Company) No other substantial shareholders' interests or short positions are known, apart from the disclosed directors' interests - Save for the disclosed directors' interests, the Company is not aware of any other persons having interests or short positions in the shares or underlying shares that would be required to be disclosed to the Company and the Stock Exchange under Part XV of the Securities and Futures Ordinance[68](index=68&type=chunk) [Other Persons' Interests in the Company](index=30&type=section&id=Other%20Persons%27%20Interests%20in%20the%20Company) No other persons are known to hold 5% or more voting rights in the Company's share capital, apart from disclosed directors' interests - Save for the disclosed directors' interests, the Company is not aware of any other persons having interests of **5% or more** in any class of share capital carrying voting rights at general meetings of the Company in all circumstances[69](index=69&type=chunk) [Directors' Interests in Competing Business](index=30&type=section&id=Directors%27%20Interests%20in%20Competing%20Business) No directors, management shareholders, or their associates held interests in competing businesses during the review period - During the review period, none of the Company's directors or management shareholders and their associates had any interests in businesses that compete or are likely to compete with the Company's business[70](index=70&type=chunk) [Going Concern and Mitigation Measures](index=31&type=section&id=Going%20Concern%20and%20Mitigation%20Measures) The Group faces bank litigations but has implemented measures to improve liquidity and restructured most bank loans - The Group is involved in certain litigations with banks and has taken multiple measures to improve its liquidity and financial position[71](index=71&type=chunk) - The Group has been negotiating with banks to renew or restructure loans, and most bank loans have been restructured[71](index=71&type=chunk) [Code for Securities Transactions by Directors](index=31&type=section&id=Code%20for%20Securities%20Transactions%20by%20Directors) The Company adopted and all directors complied with a code for securities transactions no less exacting than the required standard - The Company has adopted a code for securities transactions by directors no less exacting than the required standard[72](index=72&type=chunk) - The Company is not aware of any non-compliance by any director with the required standard for securities transactions and the code for securities transactions by directors[72](index=72&type=chunk) [Purchase, Sale or Redemption of Shares](index=31&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20Shares) Neither the Company nor its subsidiaries purchased, sold, or redeemed any listed shares during the review period - During the review period, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed shares[73](index=73&type=chunk) [Events After Reporting Period](index=31&type=section&id=Events%20After%20Reporting%20Period) No material events occurred after the reporting period end and up to the approval date of this announcement - There were no material events concerning the Group after the end of the reporting period and up to the date of approval of this announcement[74](index=74&type=chunk) [Audit Committee](index=31&type=section&id=Audit%20Committee) The Audit Committee reviewed the interim financial statements and discussed internal controls and financial reporting with management - The Audit Committee reviewed the Company's and the Group's unaudited interim financial statements for the six months ended June 30, 2025[76](index=76&type=chunk) - The Audit Committee comprises three independent non-executive directors: Mr. Xu Congcai, Mr. Le Yiren, and Ms. Lu Yi[75](index=75&type=chunk) [Corporate Governance](index=32&type=section&id=Corporate%20Governance) The Company has taken appropriate actions and complied with the Corporate Governance Code provisions in Appendix 14 of the Listing Rules - The Company has taken appropriate actions to comply with the Corporate Governance Code contained in Appendix 14 of the Listing Rules[77](index=77&type=chunk) - The Group has complied with the code provisions contained therein[77](index=77&type=chunk)

玖源化工 （ 集團） 有限公司 Ko Yo Chemical (Group) Limited 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，並明確表示概不就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。 （於開曼群島註冊成立之有限公司） （股份代號：827） 提名委員會–職權範圍 （由董事會於二零二五年八月二十九日修訂及採納） 1. 成員 2. 會議 - 1 - 1.1 提名委員會 (「提名委員會」) 須由玖源化工(集團)有限公司 (「本公司」) 之董事 (「董事」) 會 (「董事會」)委任，並不可少於三名成員（「成員」）。大部分成員須為獨立非執行董事 （「獨立非執行董事」）。 1.2 提名委員會主席須由董事會委任，並須為獨立非執行董事。 1.3 提名委員會的成員中，須至少包括一名性別不同的董事。 其他重大外部事務所涉及的時間投入以及其他與董事的個性、品格、獨立性及經驗有關 的因素或情況；及 3.9 考慮及執行董事會不時界定或指派或香港聯合交易所有限公司證券上市規則不時另行規 定的其他事項。 4. 公開職權範圍書 4.1 本職權範圍將於本 ...