此乃要件 請即處理 閣下如對本通函任何方面或應採取之行動有任何疑問，應諮詢持牌證券交易商或註 冊證券機構、銀行經理、律師、專業會計師或其他專業顧問。 閣下如已將名下常茂生物化學工程股份有限公司股份全部售出或轉讓，應立即將本 通函送交買主或受讓人，或經手買賣或轉讓之銀行、持牌證券交易商或註冊證券機 構或其他代理商，以便轉交買主或受讓人。 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通函之內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示概不就因本通函全部或任何部 份內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 | 釋義 | | 1 | | --- | --- | --- | | 董事會函件 | | 3 | | 附件一 － | 財務資料 | 10 | | 附件二 － | 一般資料 | 13 | 常茂生物化學工程股份有限公司 Changmao Biochemical Engineering Company Limited* （於中華人民共和國註冊成立之股份有限公司） （股份代號：954） 主要交易 有關 售後回租安排 董事會函件載於本通函第3至9頁。 本封頁所用詞彙與本通函「釋義」一 ...

Group 1: Company Earnings - PCCW (00008.HK) reported a revenue of HKD 18.922 billion for the first half, a year-on-year increase of 7%, with a net loss of HKD 0.445 billion, narrowing by 4% [1] - Xinyi Solar (00968.HK) recorded a revenue of HKD 10.932 billion, a decrease of 6.5% year-on-year, with a net profit of HKD 0.746 billion, down 58.8% [2] - Xinyi Glass (00868.HK) had a revenue of HKD 9.821 billion, a year-on-year decrease of 9.7%, with a net profit of HKD 1.013 billion, down 59.6% [3] - Xinyi Energy (03868.HK) reported a revenue of HKD 1.21 billion, an increase of 7.7% year-on-year, with a net profit of HKD 0.45 billion, up 23.4% [4] - DTXS Silk Road Investment (02510.HK) issued a profit warning, expecting a mid-term net profit of approximately USD 180-200 million, a year-on-year increase of about 220% to 255% [5] - Lianhua Supermarket (00980.HK) issued a profit warning, expecting a mid-term net profit of approximately HKD 25-55 million [6] - Tibet Water Resources (01115.HK) issued a profit warning, expecting a mid-term net profit of approximately HKD 36 million, a year-on-year increase of about 300% [7] - Foton Motor (00420.HK) issued a profit warning, expecting a mid-term net profit of HKD 30.7 million, turning from loss to profit [8] - Hong Kong Travel (00308.HK) issued a profit warning, expecting a mid-term net loss exceeding HKD 70 million, turning from profit to loss [9] - Poly Property Group (00119.HK) issued a profit warning, expecting a mid-term net profit to decline by 40%-50% year-on-year [10] - Kefu Shan Group Holdings (08512.HK) issued a profit warning, expecting a mid-term net profit to decrease to approximately HKD 43-47 million [11] - Mobi Development (00947.HK) issued a profit warning, expecting a mid-term net loss of approximately HKD 32 million [12] - Changmao Biochemical Engineering (00954.HK) issued a profit warning, expecting a mid-term net loss of approximately HKD 24-27 million [13] - Yunyou Holdings (00484.HK) issued a profit warning, expecting a mid-term net loss to increase to approximately HKD 21 million [14] - Weiya Li (00854.HK) issued a profit warning, expecting a mid-term net profit of approximately HKD 15-25 million, turning from loss to profit [15] Group 2: Automotive Sales - BYD Company (01211.HK) reported sales of approximately 2.4903 million new energy vehicles in the first seven months, a year-on-year increase of 27.35% [16] - Great Wall Motors (02333.HK) reported total vehicle sales of approximately 674,200 units in the first seven months, a year-on-year increase of 3.57% [17] - Li Auto (02015.HK) delivered 30,731 new vehicles in July [18] - Geely Automobile (00175.HK) reported total vehicle sales of 237,700 units in July, a year-on-year increase of approximately 58% [19] Group 3: Company News - Sinopec Engineering (02386.HK) signed a front-end engineering design (FEED) contract for a large green hydrogen project in Yanbu, Saudi Arabia, with a contract value expected to reach several billion USD [20] - InnoCare Pharma (02577.HK) partnered with NVIDIA to jointly promote the large-scale implementation of 800 VDC power architecture in AI data centers [21] - Zijin Mining (02899.HK) received parliamentary approval for the mining lease of the Akyem gold mine in Ghana, with a total transaction value of USD 1 billion [22] - Codex-B (02487.HK) received approval from the Hong Kong Department of Health for the listing of CU-40102 (topical finasteride spray) for the treatment of androgenetic alopecia [23] - Mixue Group (02097.HK) subscribed to a wealth management product from Pudong Development Bank, involving an investment of HKD 300 million [24] Group 4: Buyback Activities - Hang Seng Bank (00011.HK) repurchased 200,000 shares at a cost of approximately HKD 22.5922 million, with repurchase prices ranging from HKD 112.4 to 114.3 [25] - Vitasoy International (00345.HK) repurchased 1.844 million shares at a cost of approximately HKD 16.89 million, with repurchase prices ranging from HKD 9.14 to 9.17 [26]

Core Viewpoint - Changmao Biological (00954) has issued a profit warning, expecting a net loss of approximately RMB 24 million to 27 million for the six months ending June 30, 2025, compared to a net loss of approximately RMB 18.786 million for the same period ending June 30, 2024 [1] Financial Performance - The board of directors attributes the anticipated financial performance to several factors, including a decline in product sales prices and intense market competition, which have led to reduced sales revenue and gross profit [1] - Additionally, there has been an increase in interest expenses included in the consolidated income statement, primarily due to a decrease in the amount of capitalized interest expenses for qualifying assets [1]

Core Viewpoint - Changmao Biological (00954.HK) expects to record a consolidated net loss attributable to shareholders of approximately RMB 24 million to RMB 27 million for the six months ending June 30, 2025, compared to a net loss of approximately RMB 18.786 million in the same period last year [1] Financial Performance Summary - The board believes that the financial performance during this period is primarily affected by two factors: (1) a decrease in sales revenue and gross profit due to declining product sales prices and intense market competition; and (2) an increase in interest expenses included in the consolidated income statement, resulting from a reduction in the amount of capitalized interest on qualifying assets [1]

Group 1 - The company, Changmao Biochemical Engineering Company Limited (00954.HK), has announced a board meeting scheduled for August 18, 2025, at 3 PM [1] - The agenda for the meeting includes the consideration and approval of the group's unaudited interim results for the six months ending June 30, 2025 [1] - The board will also discuss the potential declaration of dividends, if any, and consider the suspension of share transfer registration procedures if necessary [1]

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責，對其準確性 或完整性亦不發表任何聲明，並明確表示概不就因本公告全部或任何部份內容而產生或因倚賴 該等內容而引致之任何損失承擔任何責任。 （股份代號：954） 盈利警告 本公告乃由常茂生物化學工程股份有限公司（「本公司」，連同其附屬公司統稱為「本 集團」）根據香港聯合交易所有限公司證券上市規則（「上市規則」）第13.09(2)條及香 港法例第571章證券及期貨條例第XIVA部而刊發。 本公司董事會（「董事會」）謹此知會本公司股東及有意投資者，經評估目前所得資料 後，本集團預期錄得截至二零二五年六月三十日止六個月歸屬於本公司股東的綜合淨虧 損約人民幣24,000,000元至人民幣27,000,000元。截至二零二四年六月三十日止六個月歸 屬於本公司股東的綜合淨虧損約人民幣18,786,000元。 *謹供識別 1 董事會認為本集團截至二零二五年六月三十日止六個月之財務表現主要受以下因素影 響： 由於本公司仍正在落實本集團截至二零二五年六月三十日止六個月之業績，本公告所 載資料僅為董事會根據本集團之管理賬目及本公司目前可獲得的資料之初步估計。該 ...

香港交易及結算所有限公司及香港聯合交易所有限公司（「港交所」）對本公告之內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示概不就因本公告全部或任何部份內容而產生 或因倚賴該等內容而引致之任何損失承擔任何責任。 常茂生物化學工程股份有限公司 Changmao Biochemical Engineering Company Limited* 1. 考慮及批准本集團（包括本公司及其附屬公司）截至二零二五年六月三十日 止六個月之未經審核中期業績，以及批准於港交所網站刊載本公司截至二零 二五年六月三十日止六個月之未經審核中期業績之公告草稿； 2. 考慮派發股息（如有）； 3. 考慮暫停辦理股份過戶登記手續（倘有需要）；及 4. 處理其他事項。 中國，二零二五年八月一日 於本公告日期，芮新生先生（主席）、潘春先生及芮小千女士為本公司執行董事，虞小 平先生、冷一欣女士及林澤宇先生為本公司非執行董事，周志偉先生、束榮新先生及鄭 敏華女士為本公司獨立非執行董事。 *謹供識別 1 （於中華人民共和國註冊成立之股份有限公司） （股份代號：954） 董事會召開日期 常茂生物化學工程股份有限公司（「本公司」）之董事會（「董 ...

第 1 頁 共 11 頁 v 1.1.1 | 3. 股份分類 | 普通股 | 股份類別 | 其他類別 (請註明) | 於香港聯交所上市 (註1) | 否 | | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | N/A | 說明 | 外資股 | | | | 2. 股份分類 | 普通股 | 股份類別 | 其他類別 (請註明) | | 於香港聯交所上市 (註1) | | 否 | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | N/A | 說明 | 內資股 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 2,500,000 | RMB | | 0.1 RMB | | | 250,000 | | 增加 / 減少 (-) | | | 0 | | | RMB | | | 0 | | 本月底結存 | | | 2,500,000 | RMB | | 0.1 RMB | ...

Financial Performance - The company's sales revenue for the year ended December 31, 2024, was approximately RMB 584,794,000, a decrease of 8% compared to RMB 637,078,000 in the previous year[13]. - The net loss attributable to shareholders was approximately RMB 68,243,000, a reduction of 21% year-on-year[13]. - Revenue for 2024 was RMB 584,794,000, a decrease from RMB 637,078,000 in 2023, with a gross margin of 2.9% compared to 4.1% in the previous year[25]. - The company recorded a net loss attributable to shareholders of approximately RMB 68,243,000 for 2024, an improvement from a loss of RMB 86,057,000 in 2023, mainly due to declining sales revenue and gross margin[28]. - The group recorded a net loss of RMB 68,251,000 for the year ended December 31, 2024, with a net cash outflow from operating activities of RMB 32,317,000[160]. - The company reported a basic and diluted loss per share of RMB (0.129), an improvement from RMB (0.162) in the previous year[180]. - The company reported a net loss of RMB 68,251,000 for the year ended December 31, 2024, compared to a net loss of RMB 2,349,000 in the previous year[189]. - Operating cash flow was a net outflow of RMB 32,317,000, significantly worse than the previous year's inflow of RMB 18,325,000[189]. Production and Operations - The company achieved an 18% increase in the production of major products while ensuring product quality[15]. - Despite a decline in product prices, total sales volume increased by 9%, indicating strong market competitiveness[16]. - The company is relocating part of the production lines from the Lianyungang factory to the Dalian factory to enhance product chain efficiency and reduce costs[14]. - New products, including special anhydrides, have been successfully trialed and validated by over 100 enterprises, laying a foundation for future sales growth[16]. - The Dalian factory remains a key focus, with the production of special anhydride starting trial production in 2024, aiming to enhance product quality and competitiveness[20]. - The company plans to simplify production processes and reduce costs, expecting to improve profitability as the second phase of production lines is completed in 2025[192]. Financial Position and Liabilities - As of December 31, 2024, the total outstanding bank loans amounted to RMB 524,540,000, an increase from RMB 492,613,000 in 2023[31]. - The debt-to-asset ratio increased to 53.3% as of December 31, 2024, compared to 47.6% in 2023, primarily due to increased bank loans[32]. - Total liabilities increased to RMB 666,419 thousand from RMB 590,907 thousand, marking a rise of 12.7%[182]. - The group has significant uncertainties regarding its ability to continue as a going concern due to financial commitments and losses[160]. - The company is in discussions with banks regarding financial covenants related to project loans totaling RMB 282,634,000[190]. Cost Management and Efficiency - Sales and administrative expenses decreased to RMB 81,019,000 in 2024 from RMB 83,307,000 in 2023, indicating effective cost control measures[25]. - The company aims to monitor and control administrative expenses and future capital expenditures to reduce cash outflows[192]. - The company has implemented measures to ensure effective operation of equipment to reduce indirect greenhouse gas emissions from electricity and steam consumption[88]. Environmental and Social Responsibility - The company was certified as a "Green Factory" in Jiangsu Province in 2024, reflecting its commitment to environmental management and energy consumption reduction[23]. - The company has established an environmental management system, with its Changzhou factory certified to ISO 14001, focusing on energy conservation and pollution reduction[86]. - The total wastewater generated in 2024 was 397,666 tons, an increase from 377,761 tons in 2023, with a wastewater per production unit of 6.57 tons/ton, down from 7.37 tons/ton in 2023[90]. - Total greenhouse gas emissions in 2024 were 84,848 tons, a decrease from 91,157 tons in 2023, with emissions per production unit at 1.40 tons/ton, down from 1.78 tons/ton in 2023[90]. - The company has increased its environmental investment to comply with stricter government regulations on emissions and environmental protection[87]. Corporate Governance - The company maintains a commitment to high-quality corporate governance, believing it establishes a framework for effective management and enhances shareholder value[49]. - The board of directors held 7 meetings during the fiscal year ending December 31, 2024, with a 100% attendance rate from all members[52]. - The audit committee held 4 meetings during the fiscal year, with all members attending every meeting, focusing on financial reporting and internal control systems[59]. - The company has established a clear governance structure, including an audit committee, remuneration committee, and nomination committee[57]. - The company has adopted a standard code of conduct for securities trading, with no known violations reported for the fiscal year ending December 31, 2024[53]. Research and Development - The company has 44 patents as of the end of 2024, including 30 invention patents and 14 utility model patents, with 14 new R&D projects initiated during the year[19]. - The company has a strong focus on continuous improvement and innovation in biochemistry and immobilized cell technology, with multiple technical upgrades and new product research initiatives[47]. - The company actively participates in research projects and has published over 50 papers, showcasing its commitment to academic and practical advancements in its field[42]. Employee Management - Total employee costs for the year amounted to approximately RMB 98,884,000, up from RMB 89,667,000 in 2023, attributed to an increase in average headcount[33]. - The employee turnover rate for males was 16% in 2024, up from 12% in 2023, while the female turnover rate decreased to 10% from 16%[97]. - The company achieved a 100% training rate for senior management employees in 2024[98]. - The total number of employees was 573 in 2024, a decrease from 609 in 2023[97]. Shareholding and Ownership - Mr. Rui Xingsheng holds 2,500,000 domestic shares (100%) and 135,000,000 foreign shares (39.30%), along with 12,236,000 H shares (6.66%)[118]. - Major shareholders include Hong Kong Newborn Venture Capital Limited with 135,000,000 foreign shares (39.30%) and Hong Kong Biochemical High-Tech Investment Limited with 67,500,000 foreign shares (19.65%) as of December 31, 2024[124]. - The total issued capital of Hong Kong Newborn includes 170,000 A shares and 100,000 B shares[120]. Risk Management - The company faces significant risks from raw material price fluctuations, particularly for butane and maleic anhydride, which are influenced by global oil prices and supply-demand dynamics[144]. - The company is exposed to foreign exchange risks, primarily related to the US dollar, due to its operations in China and international sales[148]. - The group faces various financial risks, including foreign exchange risk, credit risk, liquidity risk, and cash flow and fair value interest rate risk[199].

Financial Performance - Revenue for the year ended December 31, 2024, was RMB 584,794,000, a decrease of 8.2% from RMB 637,078,000 in 2023[3] - The annual loss attributable to shareholders was RMB 68,243,000, an improvement from a loss of RMB 86,057,000 in the previous year, representing a reduction of 20.6%[3] - Gross profit for the year was RMB 16,777,000, down 35.1% from RMB 25,809,000 in 2023[4] - Operating loss increased to RMB 57,068,000 from RMB 52,048,000, reflecting a decline of 9.7%[4] - The net loss attributable to the company for 2024 was RMB 68,243,000, compared to a loss of RMB 86,057,000 in 2023, resulting in a basic loss per share of RMB 0.129[31] - The company recorded a loss attributable to shareholders of approximately RMB 68,243,000 for the year ended December 31, 2024, compared to a loss of RMB 86,057,000 in 2023, driven by declining sales revenue and gross profit margin[58] Assets and Liabilities - Total assets as of December 31, 2024, were RMB 1,249,758,000, slightly up from RMB 1,242,496,000 in 2023[6] - Current liabilities increased significantly to RMB 604,551,000 from RMB 325,238,000, indicating a rise of 85.5%[6] - The total equity attributable to shareholders decreased to RMB 583,446,000 from RMB 651,688,000, a decline of 10.5%[5] - Total non-current assets (excluding deferred tax assets) amounted to RMB 950,745,000 as of December 31, 2024, compared to RMB 903,495,000 in 2023[21] - The company's total outstanding bank loans amounted to RMB 524,540,000 as of December 31, 2024, an increase from RMB 492,613,000 in 2023[61] - The debt-to-asset ratio increased to 53.3% in 2024 from 47.6% in 2023, primarily due to increased bank loans[62] Cash Flow and Financing - The company reported a net cash outflow from operating activities of RMB 32,317,000 for the year[9] - The group has uncommitted revolving bank financing of RMB 409,000,000 as of December 31, 2024, with approximately RMB 162,666,000 remaining undrawn[12] - The group will seek alternative financing to meet existing financial obligations and future operational needs[12] - The group continues to comply with the terms and conditions of bank loans and may convert internal loans to equity if necessary to meet financial commitments[15] - The company is taking measures to alleviate liquidity pressure and improve its financial condition[75] Revenue Sources and Market Performance - Revenue from mainland China was RMB 404,527,000 in 2024, down from RMB 465,224,000 in 2023, representing a decline of 13.0%[18] - Export sales accounted for approximately 30.8% of total revenue in 2024, up from 27.0% in 2023, indicating a growing international market presence[59] - The group’s largest customer contributed approximately RMB 20,490,000 to sales, accounting for about 4% of total revenue in 2024, down from 6% in 2023[21] Operational Developments - The group plans to complete the second phase of its subsidiary's production line by 2025, which is expected to gradually improve profitability and generate positive operating cash flow[12] - The group has integrated its subsidiaries' production lines to streamline processes and reduce costs, with ongoing measures to control administrative expenses and future capital expenditures[12] - The production of major products increased by 18% during the year, despite a decline in product prices due to market oversupply[45] - The sales volume of major products grew by 9% year-on-year, indicating strong market competitiveness[46] - The company completed the relocation and integration of certain production lines from the Lianyungang factory to the Dalian factory, enhancing the overall product chain[44] Research and Development - Research and development costs for 2024 were RMB 10,739,000, slightly up from RMB 10,209,000 in 2023, focusing on various organic acid products[27] - The company maintained a focus on research and development, holding a total of 44 patents, including 30 invention patents and 14 utility model patents by the end of 2024[49] - The company aims to enhance product competitiveness and economic benefits by continuously supporting the Dalian factory's product development and sales[51] Governance and Compliance - The company has maintained compliance with the corporate governance code as stipulated by the Hong Kong Stock Exchange[93] - The independent non-executive directors have confirmed their independence in accordance with the listing rules[96] - The audit committee has been established and includes three independent non-executive directors as of December 31, 2024[97] - The audit committee reviewed the accounting principles and practices adopted by the group and discussed financial reporting procedures with the board[97] Shareholder Information - The company has not issued any dilutive shares in both 2024 and 2023, maintaining a consistent share count of 529,700,000[32] - As of December 31, 2024, the company has issued a total of 529,700,000 shares, comprising 183,700,000 H shares, 2,500,000 domestic shares, and 343,500,000 foreign shares[90] - The percentages of shareholdings are calculated based on the total issued shares as of December 31, 2024, which are 2,500,000 domestic shares, 343,500,000 foreign shares, and 183,700,000 H shares[85]