Core Viewpoint - The company Rainrun Foods, under the leadership of Zhu Yuan since 2019, continues to struggle with losses and increasing debt, raising concerns about its financial stability and future profitability [2][4]. Financial Performance - In 2024, Rainrun Foods reported a revenue of 992 million HKD, a decline of 29.64% year-on-year, marking five consecutive years of negative growth [2]. - The loss attributable to equity holders narrowed to 39 million HKD, with a cumulative loss of 202 million HKD over the past three years [2]. - The company's liquidity pressure is escalating, with the debt-to-asset ratio rising from 168.12% in 2023 to 209.71% in 2024 [2]. Debt and Liabilities - As of the end of 2024, the company had overdue bank loans of 344 million HKD and accrued interest of 251 million HKD, while cash and cash equivalents stood at only 41 million HKD [2]. - The company has been in a prolonged debt crisis since 2016, following the first debt default and subsequent legal issues involving its founder [2][3]. Market Operations and Strategies - The recent demand for merchants at the Mengyang wholesale market to pay three years' rent upfront may be a strategy to meet performance targets set in a debt restructuring agreement [4]. - The company faces significant challenges in achieving the profit targets outlined in its debt restructuring agreement, particularly the requirement to generate no less than 5 billion HKD in net profit by 2026 [4]. Asset Management - Financial data from Rainrun's two listed platforms indicate a total asset reduction of 2.3 billion HKD over the past five years, with a high debt ratio and poor short-term debt coverage [3]. - There are ongoing asset disposals involving banks, with a total of 6 banks involved in the liquidation of equity assets amounting to 6.085 billion HKD [4].

中國雨潤食品集團有限公司（「公司」） 提名委員會的職權範圍 董事會於 2025 年 6 月 13 日修訂 1 設立 公司的董事會（「董事會」）現組成和設立提名委員會（「提名委員會」），其權限、責 任和具體職責如下。 2 成員 3 秘書 提名委員會的秘書（「提名委員會秘書」）應由公司的公司秘書或提名委員會不時指定的 任何其他人士擔任。 4 權限 1 5 職責 6 會議次數及程序 2 5.1 提名委員會的職責包括： (a) 至少每年檢討董事會的架構、人數及成員之多元化（包括但不限於性別、年齡、文 化及教育背景、種族、專業經驗、技能、知識及服務任期）﹑協助董事會編制董事 會技能表，並就任何為配合公司的策略而擬對董事會作出的變動提出建議； (b) 物色具備合適資格可擔任董事的人士，並挑選提名有關人士出任董事或就此向董事 會提供意見。提名委員會物色合適人選時，應考慮有關人選的長處，並以客觀條件 充分顧及董事會成員多元化的裨益； (c) 在適當情況下檢討董事會成員多元化政策（「董事會成員多元化政策」）；及檢討 董事會為實行董事會成員多元化政策而制定的可計量目標和達標進度； (d) 評核公司的獨立非執行董事的獨立性； (e ...

Group 1 - The Hang Seng Index opened up 0.33% and the Hang Seng Tech Index opened up 0.48%, with notable gains in Rainy Food (over 11%) and other companies like BYD, Hong Kong Exchanges, Alibaba, Li Auto, SMIC, and Xiaomi (over 1%) [1] - Everbright Securities suggests that the current valuation of the Hang Seng Index is at a medium-low level, while the Hang Seng Tech Index is at a historical low, indicating high investment cost-effectiveness for Hong Kong stocks [1] - Ping An Securities highlights that domestic large models, represented by DeepSeek, have performance comparable to leading overseas models at a lower cost, with applications across various sectors including education, finance, and healthcare [1] Group 2 - Goldman Sachs reports that the first-quarter pre-provision profits and net profits of major state-owned banks in China fell slightly short of expectations, with net profits of other large state-owned banks down approximately 2% to 4% year-on-year [2] - Most domestic banks, except for Agricultural Bank, did not see strong loan growth as anticipated, raising concerns among investors about the sustainability of annual dividends [2]

I 67 附錄⼆：⾹港聯交所《ESG報告指引》內容索引 關於本報告 1. 關於本報告 編制基準 (於百慕達註冊成立之有限公司) 二零二四年 環境、社會及管治報告 股份代號：1068 ⽬錄 I 1 關於本報告 I 4 董事會寄語 I 6 關於⾬潤⾷品 I 9 持份者溝通 I 14 對聯合國可持續發展⽬標的貢獻 I 16 品質引領 I 24 顧客⾄上 I 27 責任營運 I 35 關⼼員⼯ I 41 守護環境 I 51 貢獻社區 I 54 績效指標 I 63 附錄⼀：本集團於本報告期內遵循的法律法規 平衡 本環境、社會及管治（「ESG」）報告（「本報告」）為中 國⾬潤⾷品集團有限公司（「⾬潤⾷品」或「本公司」）連 同其附屬公司（統稱「本集團」或「我們」）發表的第九份 ESG 報告，旨在匯報本集團在 ESG ⽅⾯的策略與管理表 現，也藉此加強與持份者的溝通。本報告應與《中國⾬潤⾷ 品集團有限公司 2024年年報》（特別是當中的「企業管治 報告書」）⼀併閱讀，以全⾯了解本集團在 ESG ⽅⾯的表 現。 本報告的編制遵循⾹港聯合交易所有限公司（「⾹港聯交 所」）證券上市規則附錄C2《環境、社會及管治報告指 引》（「《E ...

(Incorporated in Bermuda with limited liability) （於百慕達註冊成立之有限公司） (Stock Code 股份代號：1068) China Yurun Food Group Limited 中國雨潤食品集團有限公司* NOTIFICATION LETTER 通知信函 Dear Registered Shareholders, 29 April 2025 China Yurun Food Group Limited (the "Company") – Notice of publication of Annual Report 2024, Circular in relation to proposals for general mandates to repurchase shares and issue new shares, re-election of directors and notice of annual general meeting and Proxy Form (the "Current Corporate Communication") T ...

（於百慕達註冊成立之有限公司） (Stock Code 股份代號：1068) NOTIFICATION LETTER 通知信函 China Yurun Food Group Limited 中國雨潤食品集團有限公司* (Incorporated in Bermuda with limited liability) Dear Non-registered Holder(s) (Note 1), China Yurun Food Group Limited (the "Company") – Notice of publication of Annual Report 2024, Circular in relation to proposals for general mandates to repurchase shares and issue new shares, re-election of directors and notice of annual general meeting and Proxy Form (the "Current Corporate Communication") The E ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任 何部分內容而產生或因依賴該等內容而引致的任何損失承擔任何責任。 CHINA YURUN FOOD GROUP LIMITED 中國雨潤食品集團有限公 司* （於百慕達註冊成立之有限公司） （股份代號：1068） 股東週年大會通告 茲通告中國雨潤食品集團有限公司（「本公司」）謹訂於二零二五年六月十三日 （星期五）上午十一時正假座中華人民共和國江蘇省南京市浦口經濟開發區紫峰路 19號雨潤食品工業園舉行股東週年大會，討論下列事項： 普通事項 * 僅供識別 2 （甲）在符合下文（丙）段之前提下，一般性及無條件批准本公司董事（「董事」） 在符合及根據任何一切適用法例、香港的公司股份回購守則及香港聯 合交易所有限公司（「聯交所」）證券上市規則（「上市規則」）之要求（經不 時修訂），於有關期間（根據以下釋義）內行使本公司所有權力，於聯交 所或香港證券及期貨事務監察委員會及聯交所就此認可之任何本公司 股份可掛牌買賣之任何其他證券交易所購回本公司的已發行股份； （乙）上文（甲）段之批 ...

此乃要件 請即處理 閣下如對本通函或應採取之行動有任何疑問，應諮詢 閣下之股票經紀或其他註冊 證券商、銀行經理、律師、專業會計師或其他專業顧問。 閣下如已出售或轉讓名下所有中國雨潤食品集團有限公司（「本公司」）股份，應立即 將本通函及隨附之代表委任表格送交買主或承讓人，或經手買賣之銀行、股票經紀 或其他代理人，以便轉交買主或承讓人。 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。 CHINA YURUN FOOD GROUP LIMITED 中 國雨潤食品集團有限公 司* (Incorporated in Bermuda with limited liability) (Stock Code: 1068) （於百慕達註冊成立之有限公司） （股份代號：1068） 購回股份及發行新股份 之一般授權 重選董事 及 股東週年大會通告 董事會函件載於本通函第3至7頁。 本公司謹訂於二零二五年六月十三日（星期五）上午十一時正假座中華人民共和國江 蘇省南京市浦口經濟 ...

Financial Performance - In 2024, the company achieved a revenue of HKD 992 million, with a loss attributable to equity holders of HKD 39 million, a reduction in loss of HKD 109 million year-on-year [12]. - The group's revenue for the fiscal year 2024 was HKD 992 million, a decrease of 29.5% from HKD 1.411 billion in 2023 [27]. - The group reported a loss attributable to equity holders of approximately HKD 39 million, compared to a loss of HKD 148 million in the previous year [27]. - Fresh meat revenue decreased by 42.6% to HKD 479 million, accounting for approximately 48% of total revenue before internal sales, down from 59% in 2023 [24]. - Low-temperature meat products revenue increased by 8.5% to HKD 294 million, representing about 30% of total revenue before internal sales, up from 19% in 2023 [24]. - The overall gross profit margin increased by 3.6 percentage points to 11.6%, compared to 8.0% in 2023 [31]. - The group achieved other net income of approximately HKD 96 million, compared to a net loss of HKD 105 million in the previous year [32]. - The group's operating profit for the year was approximately HKD 16 million, a significant recovery from a loss of approximately HKD 170 million in the previous year [37]. - The impairment loss on non-current assets for the year was approximately HKD 42 million, reflecting a non-cash accounting loss [34]. - Operating expenses for the year amounted to HKD 195 million, representing 19.7% of total revenue, an increase from 12.6% in the previous year [36]. Market and Consumer Trends - The average price of live pigs in China for 2024 was approximately RMB 17.08 per kilogram, representing an increase of about 11.3% year-on-year [20]. - The total retail sales of consumer goods in China for 2024 amounted to RMB 49 trillion, growing by 3.5% year-on-year [18]. - The company aims to leverage market opportunities arising from the upgrading of consumer structures in China [12]. - The company anticipates that the demand for high-quality pork products will continue to rise as consumer preferences evolve [19]. - The company recognizes the importance of consumer preferences and aims to develop new products that align with changing tastes and dietary habits [95]. Operational Adjustments - The total number of live pigs slaughtered in China in 2024 was 702.56 million, a decrease of 3.3% year-on-year [19]. - The group reduced upstream slaughtering capacity by approximately 1 million heads to 2.35 million heads as of December 31, 2024 [25]. - The sales volume of upstream business decreased by approximately 50.8% to about 250,000 heads due to strategic production reductions [28]. - The upstream slaughtering business adjusts live pig inventory based on expected price fluctuations, increasing stock when prices are anticipated to rise and reducing stock to lower costs when prices are expected to fall [96]. - The downstream processing business utilizes strategic raw material reserves to control costs and gain time for price increases in response to market conditions [96]. Governance and Compliance - The company has adhered to the corporate governance code as per the Hong Kong Stock Exchange rules throughout the review year, with the exception of the separation of roles between the Chairman and CEO [62]. - The board consists of five members, including two executive directors and three independent non-executive directors, ensuring a balance of power [64]. - The independent non-executive directors provide independent and constructive opinions, contributing to the development of the company's strategies and policies [67]. - The board has delegated certain functions to committees, including the audit, remuneration, and nomination committees, which operate under clearly defined terms of reference [64]. - The company has established compliance procedures to ensure adherence to applicable laws and regulations impacting operations [145]. Risk Management - The company has established a risk management system to manage business risks effectively, ensuring the protection of shareholder interests and assets [88]. - The group faces significant financial risks, including market, liquidity, and credit risks, with a net debt status as of December 31, 2024, posing risks of failing to meet financial obligations [98]. - The group is subject to strict regulatory oversight in the pig slaughtering and meat processing industry, with potential impacts on operations if compliance standards are not met [100]. - The company actively monitors disease outbreaks and implements strict quarantine measures to minimize the impact on operations [104]. - The company has implemented a comprehensive food safety control system with 21 inspection and quarantine processes to ensure product quality and safety [105]. Environmental and Social Responsibility - The company emphasizes its commitment to environmental protection and has increased investments in green technology and production processes [57]. - The company has implemented a comprehensive environmental management system, including ISO 14001 certification [144]. - The company has formed an ESG working group to oversee and manage ESG-related matters, including risk identification and assessment [109]. - The company has implemented a whistleblowing policy to encourage employees to report misconduct or fraud risks [112]. Financial Position and Debt Management - Total assets decreased to HKD 645 million from HKD 1.012 billion, a reduction of HKD 367 million year-on-year [47]. - Total liabilities decreased to HKD 1.353 billion from HKD 1.701 billion, a reduction of HKD 348 million year-on-year [47]. - The company had approximately HKD 239 million in non-current assets to support ongoing operations despite being in a net debt position [49]. - The group has outstanding bank loans of HKD 344 million, with ongoing discussions for restructuring and waiver of repayment terms [50]. - The company is actively communicating with banks to reach agreements on overdue loans and is working on a debt restructuring plan [130]. Shareholder and Capital Management - The company has not declared a final dividend for the year [139]. - The board will consider various factors before declaring or recommending any dividends, including the company's financial performance and compliance with applicable laws [124]. - The company's distributable reserves as of December 31, 2024, are approximately HKD 137,795,000 [160]. - The maximum number of shares that can be issued under the new share option scheme is 182,275,565 shares, representing 10% of the total issued shares [181]. - The total number of issued ordinary shares as of December 31, 2024, is 1,822,755,650 shares [174].

Group 1 - The passing of You Mu, a veteran in the meat processing industry, has raised concerns about the recent struggles of major companies in the sector [1][2] - You Mu had a significant career, starting from a salesperson at Shuanghui to becoming the general manager and later the president, overseeing a period of rapid growth for the company [1] - After leaving Shuanghui, You Mu held leadership positions at Yurun and Chundu, indicating his influence in the industry [1] Group 2 - Shuanghui's 2024 performance report showed a revenue of 59.7 billion yuan, a year-on-year decline of 0.64%, and a net profit of 4.989 billion yuan, down 1.26% [2] - Yurun Foods reported a revenue of 992 million HKD for the year ending December 31, 2024, a decrease of 29.67%, with a loss attributable to shareholders of 38.573 million HKD, although this was a 73.87% improvement year-on-year [2] - Both Shuanghui and Yurun, once dominant players in the meat processing industry, are now facing challenges in achieving growth [3]