本公告僅供參考，並不構成收購、購買或認購本公司任何證券之邀請或要約。 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 等內容而引致之任何損失承擔任何責任。 South Manganese Investment Limited 南方錳業投資有限公司 ( 於百慕達註冊成立之有限公司 ) (股份代號 : 1091) 根據一般授權配售新股份 配售代理 配售事項 於 2025 年 4 月 11 日（交易時間後），本公司與配售代理訂立配售協議，據此，配售代 理有條件同意，作為本公司的代理人，盡力促使一名或多名承配人（其及其最終實益 擁有人均為獨立第三方）按每股配售股份 0.21 港元的價格認購最多 685,691,800 股配售 股份。 最多 685,691,800 股配售股份相當於：(a) 於本公告日期已發行股份總數的 20%；及(b) 經配發及發行配售股份擴大後的已發行股份總數約 16.67%（假設自本公告日期起至完 成日期期间，除發行配售股份外，已發行股份總數並無變動）。 配售價為每股配售股份 ...

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 賴該等內容而引致之任何損失承擔任何責任。 1 茲提述南方錳業投資有限公司（「本公司」）日期為 2025 年 3 月 11 日之公告，內容 有關廣西大錳銷售框架協議及廣西大錳採購框架協議項下擬進行的持續關連交易 （「該公告」）。除文義另有所指外，本公告所用詞彙與該公告所界定者具有相同涵 義。 誠如該公告所述，本公司預計將於 2025 年 3 月 31 日或之前將載有（其中包括）(i) 有 關廣西大錳銷售框架協議及廣西大錳採購框架協議及其項下擬進行的交易（包括建議 年度上限）的詳情；(ii) 獨立董事委員會致獨立股東的函件；(iii) 獨立財務顧問致獨立 董事委員會及獨立股東的函件；及(iv) 股東特別大會通告之通函（「通函」）寄發予 股東。 由於本公司需要更多時間編製及落實載入通函的資料，故預期寄發通函日期將延遲至 2025 年 4 月 25 日或之前。 承董事會命 南方錳業投資有限公司 主席 張逸 South Manganese Investm ...

Financial Performance - In 2024, the revenue was HKD 13,210.5 million, a decrease of 22.9% compared to HKD 17,134.0 million in 2023[3]. - The gross profit for 2024 was HKD 406.4 million, down 56.5% from HKD 934.1 million in 2023, resulting in a gross margin of 3.1%, a decline of 2.4 percentage points from 5.5% in 2023[3]. - The operating loss for 2024 was HKD 375.7 million, compared to a profit of HKD 123.7 million in 2023[3]. - The loss attributable to owners of the company was HKD 725.1 million in 2024, compared to a profit of HKD 64.1 million in 2023[3]. - Total comprehensive loss for the year amounted to HKD 851.2 million, compared to a total comprehensive income of HKD 3.9 million in 2023[5]. - The group recorded a consolidated net loss of HKD 801,966,000 for the year ended December 31, 2024, compared to a profit of HKD 72,386,000 in 2023[11]. - The company reported a net loss attributable to owners of the company of HKD (725,070,000) for 2024, compared to a profit of HKD 64,144,000 in 2023[51]. - The company recorded a loss attributable to shareholders of HKD 725.1 million in 2024, compared to a profit of HKD 64.1 million in 2023[98]. Assets and Liabilities - Current assets decreased to HKD 3,723.0 million in 2024 from HKD 6,340.4 million in 2023[7]. - Current liabilities decreased to HKD 5,382.4 million in 2024 from HKD 7,231.7 million in 2023[9]. - The net assets attributable to owners of the company decreased to HKD 2,361.6 million in 2024 from HKD 3,142.2 million in 2023[9]. - As of December 31, 2024, the group had net current liabilities of HKD 1,659,391,000, up from HKD 891,263,000 in 2023[11]. - Total assets amounted to HKD 8,786,603,000, with total liabilities at HKD 6,809,416,000[25]. - The company’s total liabilities as of December 31, 2024, were HKD 8,537,658, compared to HKD 5,628,642 in 2023, indicating an increase of approximately 51.5%[32]. - The group’s current ratio dropped to 0.69 in 2024 from 0.88 in 2023, indicating a decline in liquidity[112]. - The group’s net debt ratio increased to 136.9% in 2024 from 121.9% in 2023, primarily due to the net loss incurred during the year[113]. Cash Flow and Financing - Net cash inflow from operating activities was HKD 1,597,774,000, a significant improvement from a cash outflow of HKD 319,820,000 in the previous year[11]. - The group is actively seeking other financing options, including equity issuance, to strengthen its financial position and reduce reliance on short-term borrowings[12]. - The group has successfully renewed existing borrowings and secured additional bank loans totaling HKD 323,970,000[12]. - The total borrowings decreased to HKD 3,945.6 million in 2024 from HKD 5,120.6 million in 2023, reflecting a reduction of 22.9%[109]. - The group is exploring various methods, including short-term or medium-term notes, to improve its borrowing structure in terms of interest rates and repayment terms[109]. Operational Performance - The group is restructuring its manganese product processing portfolio to increase the proportion of higher-margin products, aiming for profitability and positive cash flow[11]. - The group is adjusting its trading business sales strategy for 2025 in response to recent trends in manganese ore and non-manganese metal prices[11]. - The manganese mining segment generated external sales of HKD 144,497,000, while the electrolytic manganese and alloy materials segment achieved HKD 1,030,761,000 in sales[25]. - The battery materials production segment reported external sales of HKD 2,162,924,000, contributing significantly to overall revenue[25]. - The average selling price of electrolytic manganese metal products decreased by 9.3% to HKD 12,289 per ton in 2024, compared to HKD 13,556 per ton in 2023[60]. - The average selling price of lithium manganate decreased by 49.4% to HKD 34,731 per ton, compared to HKD 68,654 per ton in 2023[80]. Cost Management - The group is implementing measures to enhance cost control over administrative and operational expenses to improve cash flow[11]. - Administrative expenses decreased by 18.7% to HKD 523.9 million in 2024, compared to HKD 644.8 million in 2023[90]. - The cost of goods sold decreased to HKD 11,685,627,000 in 2024 from HKD 16,099,731,000 in 2023, a decline of about 27.5%[39]. - Research and development costs reduced to HKD 76,969,000 in 2024 from HKD 116,799,000 in 2023, a decrease of approximately 34.1%[39]. Future Strategies - The group aims to enhance manganese resource exploration and reserves through strategic acquisitions and operational efficiency improvements[126]. - The company plans to implement a strategy focused on increasing production capacity, reducing costs, promoting savings, and strengthening management by 2025[127]. - The company will introduce advanced production equipment and optimize processes to increase overall production capacity and efficiency[128]. - Cost reduction will be achieved through detailed planning and strict cost control measures across production, procurement, and operations[129]. Corporate Governance and Communication - The annual general meeting is scheduled for June 6, 2025, to discuss future strategies and performance[134]. - The audit committee has reviewed the accounting policies and financial reporting for the year ending December 31, 2024[136]. - The company has published its annual report and financial results on the Hong Kong Stock Exchange and its own website[143]. - The company expresses gratitude to shareholders, business partners, distributors, and customers for their loyal support[144].

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 容而引致之任何損失承擔任何責任。 South Manganese Investment Limited 南方錳業投資有限公司 ( 於百慕達註冊成立之有限公司 ) (股份代號 : 1091) 於2025年3月11日，南錳控股（一間本公司的全資附屬公司）與廣西大錳簽訂廣西大錳銷 售框架協議。根據該協議，於2025年3月11日至2027年12月31日期間南錳控股（為其本身 及代表其附屬公司）同意根據該協議其中的條款和條件銷售而廣西大錳（為其本身及代 表其附屬公司）同意購買錳礦石及相關產品。 廣西大錳採購框架協議 於2025年3月11日，南錳控股與廣西大錳簽訂廣西大錳採購框架協議。根據該協議，於 2025年3月11日至2027年12月31日期間南錳控股（為其本身及代表其附屬公司）同意根據 該協議其中的條款和條件購買而廣西大錳（為其本身及代表其附屬公司）同意出售錳礦 石及相關產品。 上市規則的涵義 桂南大錳持有本公司22.64%股本權益。由於桂南 ...

South Manganese Investment Limited 南方錳業投資有限公司 ( 於百慕達註冊成立之有限公司 ) (股份代號 : 1091) 盈利警告 本公告乃南方錳業投資有限公司（「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條及香港法例第 571 章證券及期貨條例第 XIVA 部項下之內幕消息條文（定義見上市規則）而刊發。 本公司董事會（「董事會」）謹此知會本公司股東及潛在投資者，根據對本集團截至 2024 年 12 月 31 日止年度（「2024 年年度」）之未經審核綜合管理帳目之初步評估以 及董事會目前掌握的資料，與截至 2023 年 12 月 31 日止年度（「2023 年年度」）歸屬 於本公司所有者之利潤約 64 百萬港元相比，預計本集團於 2024 年年度錄得歸屬於本 公司所有者之虧損將不少於 700 百萬港元。 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 賴該等內容而引致之任何損失承擔任何責 ...

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 容而引致之任何損失承擔任何責任。 South Manganese Investment Limited 南方錳業投資有限公司 ( 於百慕達註冊成立之有限公司 ) (股份代號 : 1091) 關連交易 錳礦石銷售協議 錳礦石銷售協議 董事會欣然宣佈，於2025年3月7日，大錳國際資源與廣西大錳簽訂錳礦石銷售協 議。據此，大錳國際資源同意出售而廣西大錳同意購買錳礦石。合约總價爲人民幣 43,004,332.80元（相當於約46,612,396.32港元）。 上市規則之涵義 桂南大錳持有本公司22.64%的股權。由於桂南大錳由廣西大錳全資擁有，故廣西大 錳為本公司的關連人士。因此，根據上市規則第14A章，錳礦石銷售協議項下擬進 行的交易構成本公司的關連交易。 由於根據錳礦石銷售協議下代價的一項或多項適用百分比率高於0.1%但低於5.0%。 因此，根據上市規則第14A章，錳礦石銷售協議項下擬進行的交易須遵守申報及刊 發公告之規定，惟可豁免取得獨 ...

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 賴該等內容而引致之任何損失承擔任何責任。 張逸 香港，2025年3月4日 於本公告日期，執行董事爲張逸先生、張賀先生、徐翔先生、劉陽先生、潘聲海先生 及崔凌女士；非執行董事爲黃創新先生；獨立非執行董事爲張宇鵬先生、袁明亮先生、 盧思鴻先生、周杰先生、羅貴華先生及吳琦先生。 1 (股份代號 : 1091) 董事會會議日期 南方錳業投資有限公司（「本公司」）董事會（「董事會」）欣然宣布，本公司將於 2025年3月14日（星期五）假座香港金鐘金鐘道95號統一中心35樓A02室舉行董事會會 議，以批准（其中包括）本公司及其附屬公司截至2024年12月31日止年度之全年業績， 以及考慮派發末期股息（如有）。 承董事會命 南方錳業投資有限公司 主席 South Manganese Investment Limited 南方錳業投資有限公司 ( 於百慕達註冊成立之有限公司 ) ...

[Financial Performance](index=4&type=section&id=財務業績) This section provides an overview of the company's financial results, including income, balance sheet, and cash flow statements, along with detailed notes [Interim Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=4&type=section&id=中期簡明綜合損益及其他全面收益表) For the six months ended June 30, 2024, the company turned from profit to loss, with total revenue decreasing by **25.9%** to **5.73 billion HKD** and gross profit significantly declining by **56.9%** to **282 million HKD** Key Financial Performance for H1 2024 (Thousand HKD) | Indicator | For the six months ended June 30, 2024 | For the six months ended June 30, 2023 | Year-on-year Change | | :--- | :--- | :--- | :--- | | **Revenue** | 5,733,287 | 7,732,538 | -25.9% | | **Gross Profit** | 282,068 | 654,960 | -56.9% | | **(Loss)/Profit Before Tax** | (135,675) | 177,373 | Turned from profit to loss | | **(Loss)/Profit for the Period** | (177,534) | 133,552 | Turned from profit to loss | | **(Loss)/Profit Attributable to Owners of the Company** | (162,783) | 134,903 | Turned from profit to loss | | **Basic (Loss)/Earnings Per Share (HKD)** | (0.0475) | 0.0393 | Turned from profit to loss | [Interim Condensed Consolidated Statement of Financial Position](index=5&type=section&id=中期簡明綜合財務狀況表) As of June 30, 2024, the company's total assets were **11.33 billion HKD**, total liabilities were **8.69 billion HKD**, and net assets were **2.63 billion HKD**, a decrease from **2.83 billion HKD** at the end of 2023, indicating liquidity pressure due to net current liabilities Financial Position Summary (Thousand HKD) | Indicator | June 30, 2024 | December 31, 2023 | | :--- | :--- | :--- | | **Total Non-current Assets** | 5,006,501 | 5,025,589 | | **Total Current Assets** | 6,319,002 | 6,340,431 | | **Total Current Liabilities** | 7,164,223 | 7,231,694 | | **Net Current Liabilities** | (845,221) | (891,263) | | **Total Non-current Liabilities** | 1,529,064 | 1,305,964 | | **Net Assets** | 2,632,216 | 2,828,362 | - The company's current liabilities exceeded its current assets by **845 million HKD** at the end of the reporting period, but the directors believe the Group has sufficient working capital for the next twelve months, thus the financial statements are prepared on a going concern basis[10](index=10&type=chunk) [Interim Condensed Consolidated Statement of Cash Flows](index=9&type=section&id=中期簡明綜合現金流量表) In the first half of 2024, the company generated **911 million HKD** in net cash from operating activities, a significant year-on-year increase, while net cash used in investing activities also increased substantially to **575 million HKD**, with cash and cash equivalents at period-end rising to **1.061 billion HKD** Cash Flow Summary (Thousand HKD) | Indicator | For the six months ended June 30, 2024 | For the six months ended June 30, 2023 | | :--- | :--- | :--- | | **Net Cash Generated from Operating Activities** | 911,171 | 517,739 | | **Net Cash Used in Investing Activities** | (575,312) | (271,448) | | **Net Cash Used in Financing Activities** | (247,736) | (414,574) | | **Cash and Cash Equivalents at End of Period** | 1,061,232 | 950,014 | [Notes to the Interim Condensed Consolidated Financial Statements](index=10&type=section&id=中期簡明綜合財務報表附註) The notes to the financial statements provide detailed disclosures on accounting policies, segment operations, asset and liability breakdowns, and related party transactions, highlighting that declining revenue from electrolytic manganese metal and trading businesses was a primary driver of overall revenue decrease, while the battery materials business contributed the main profit, and a significant impairment provision for an associate was a key factor in the current period's loss - The Group's principal businesses are divided into four reportable operating segments: manganese ore mining, electrolytic manganese metal and alloy materials production, battery materials production, and other businesses (primarily trading)[13](index=13&type=chunk) - Due to the Group undertaking guarantee liabilities for associate Dushan Jinmeng and repaying related bank loans, an expected credit loss provision of **108 million HKD** was recognized for the secured amounts receivable from Dushan Jinmeng[33](index=33&type=chunk) - In the first half of 2024, the Group undertook guarantee liabilities for an associate, repaying a total of approximately **322 million HKD** in loan principal and interest to banks, with the guarantee settled by period-end[59](index=59&type=chunk) [Management Discussion and Analysis](index=34&type=section&id=管理層討論及分析) This section analyzes the company's financial performance and business operations, discussing key drivers of results, segment-specific performance, liquidity, and future outlook [Financial Review and Business Overview](index=34&type=section&id=財務回顧) In the first half of 2024, the company's performance faced challenges due to global economic uncertainties and weak demand in the domestic steel industry, resulting in a **25.9%** revenue decrease and a decline in gross profit margin from **8.5%** to **4.9%**, primarily driven by falling electrolytic manganese metal prices, gross loss in trading business, and a significant **109 million HKD** impairment loss related to an associate guarantee settlement Financial Summary for H1 2024 (Million HKD) | Indicator | H1 2024 | H1 2023 | Change | | :--- | :--- | :--- | :--- | | **Revenue** | 5,733.3 | 7,732.5 | -25.9% | | **Gross Profit** | 282.1 | 655.0 | -56.9% | | **Gross Profit Margin** | 4.9% | 8.5% | -3.6pp | | **(Loss)/Profit Attributable to Owners of the Company** | (162.8) | 134.9 | Turned from profit to loss | - Core reasons for the performance decline include: electrolytic manganese metal product average selling price decrease of **15.8%**; gross loss recorded in the trading business; and an impairment loss of **108.7 million HKD** recognized on receivables from associate Dushan Jinmeng[74](index=74&type=chunk)[75](index=75&type=chunk) [Segment Performance Analysis](index=37&type=section&id=分部表現) Business segment performance diverged, with manganese ore mining revenue increasing due to higher sales volume but gross profit declining, while electrolytic manganese metal and alloy materials saw significant drops in both revenue and gross profit, recording an operating loss, and the battery materials segment, despite a revenue decrease, remained the primary profit contributor, demonstrating strong resilience, as other businesses (trading) experienced a sharp revenue decline and turned to gross loss - **Manganese Ore Mining**: Revenue increased by **12.4%** to **654 million HKD**, primarily due to higher sales volume of Gabon ore, but gross profit decreased by **13.4%**[79](index=79&type=chunk) - **Electrolytic Manganese Metal and Alloy Materials**: Revenue decreased by **28.2%** to **1.161 billion HKD**, mainly due to a **15.8%** drop in average selling price of electrolytic manganese metal products and a **75.0%** sharp decline in alloy product sales volume, with this segment recording a loss of **50.7 million HKD**[82](index=82&type=chunk)[83](index=83&type=chunk) - **Battery Materials Production**: Revenue decreased by **13.9%** to **798 million HKD**, but segment profit increased by **12.2%** to **194 million HKD**, making it the Group's most significant profit contributor[84](index=84&type=chunk)[85](index=85&type=chunk) - **Other Businesses (Trading)**: Revenue decreased by **32.3%** to **3.12 billion HKD** and recorded a gross loss of **211 million HKD**, primarily due to a decrease in manganese ore selling prices[86](index=86&type=chunk)[87](index=87&type=chunk) [Liquidity and Financial Resources](index=42&type=section&id=流動資金與財務資源) As of June 30, 2024, the Group's total borrowings slightly increased to **5.21 billion HKD**, with the net gearing ratio remaining stable at **121.2%**, and while facing liquidity pressure from **845 million HKD** in net current liabilities, management believes working capital is sufficient for the next 12 months due to successful renewal and new bank loans combined with operating cash flow, also disclosing significant credit risk with a specific customer Key Financial Ratios | Indicator | June 30, 2024 | December 31, 2023 | | :--- | :--- | :--- | | **Current Ratio** | 0.88 | 0.88 | | **Quick Ratio** | 0.67 | 0.64 | | **Net Gearing Ratio** | 121.2% | 121.9% | - The Group had net current liabilities of **845 million HKD**, but the Board believes the Group can continue as a going concern, considering **221 million HKD** in new loans obtained after the period-end and internal funds[110](index=110&type=chunk) - The Group faces significant credit risk with a single customer A, with accounts receivable of **232 million HKD** fully overdue and a full bad debt provision made[111](index=111&type=chunk) [Future Development and Outlook](index=45&type=section&id=未來發展及展望) Looking ahead, the Group will cautiously implement investment plans due to economic recovery uncertainties, anticipating continued challenges in the traditional manganese product market, which the industry has addressed through production cuts and technological upgrades, while remaining optimistic about the battery materials production sector (e.g., electrolytic manganese dioxide, lithium manganese oxide), aiming to consolidate its market leadership and capitalize on opportunities from new energy vehicle development - The Group will invest cautiously, focusing on five major business segments: ore, traditional manganese products, new energy materials, alloy materials, supply chain logistics, and solid waste utilization, to enhance internal efficiency[116](index=116&type=chunk) - The outlook for the traditional electrolytic manganese metal market remains challenging, with industry participants advocating for production cuts, while the Group is optimistic about the battery materials production sector and will continue R&D to consolidate its leading position[116](index=116&type=chunk) [Other Disclosure Information](index=45&type=section&id=其他披露資訊) This section covers the company's ESG practices, updates on manganese ore resources and reserves, and corporate governance details [Environmental, Social and Governance (ESG) Report](index=45&type=section&id=環境、社會及管治報告) This report outlines the company's sustainability philosophy and practices, focusing on four key areas: production safety, energy conservation and environmental protection, employee development, and social welfare, with no fatal accidents or work-related injuries reported during the period, and detailed disclosures on key performance indicators such as electricity and water consumption, exhaust gas, and greenhouse gas emissions, emphasizing the integration of ESG management into daily operations and commitment to exceeding regulatory requirements for green and harmonious development - The company categorizes significant ESG management matters into four aspects: production safety and labor protection, energy conservation and environmental protection, establishing an excellent operating system (employee training and growth), and social welfare[118](index=118&type=chunk) Key ESG Performance for H1 2024 | Key Area | Key Performance Indicator | H1 2024 | | :--- | :--- | :--- | | **Production Safety** | Fatalities | 0 | | | Work-related Injuries | 0 | | **Energy Conservation & Environmental Protection** | Total Electricity Consumption (Thousand kWh) | 769,696 | | | Total Water Consumption (Tons) | 2,865,271 | | | Greenhouse Gas Emissions (Tons) | 19,619 | | **Social Welfare** | Donation Amount (HKD) | 348,000 | - The company continuously invests in production safety, strictly implementing the "Six Major Systems" construction in Chinese mining areas and maintaining Level 2 safety production standardization for multiple production units[123](index=123&type=chunk) [Manganese Ore Resources and Reserves Summary](index=59&type=section&id=我們的錳礦資源摘要及我們的錳礦石儲量摘要) The report updates the company's manganese ore resources and reserves data for each mining area as of June 30, 2024, with total mineral resources of approximately **103.08 million tons** and total ore reserves of approximately **79.20 million tons**, slightly decreased from the end of 2023 due to mining depletion, while exploration activities focused on the Bembélé manganese mine in Gabon, and domestic Chinese mines concentrated on capacity expansion and equipment upgrades Manganese Ore Resources and Reserves Summary (Million Tons) | Category | As of June 30, 2024 | As of December 31, 2023 | | :--- | :--- | :--- | | **Total Mineral Resources** | 103.08 | 105.72 | | **Total Ore Reserves** | 79.20 | 81.84 | - Exploration activities are primarily conducted at the Bembélé manganese mine in Gabon to study deep mineralization patterns and provide data for further detailed exploration[151](index=151&type=chunk)[156](index=156&type=chunk) - The Daxi manganese mine's **1 million tons/year** underground mining expansion project continues to advance, and the Bembélé manganese mine completed infrastructure projects like the high-level water tank for the beneficiation plant to reduce costs and enhance transportation capacity[156](index=156&type=chunk)[160](index=160&type=chunk) [Corporate Governance and Other Information](index=67&type=section&id=企業管治及其他信息) The company complied with most provisions of the Corporate Governance Code during the reporting period, with one deviation: the roles of Chairman and Chief Executive Officer are held by the same individual, Mr. Li Weijian, and the company has adopted securities dealing codes no less stringent than the standard code, with all directors confirming compliance, while the report also discloses major shareholder holdings, including Mr. Sun Mingwen and Guangxi Damang indirectly holding **29.00%** and **22.64%** of shares respectively, with no purchases, redemptions, or sales of listed securities during the period - The company deviated from Corporate Governance Code Provision C.2.1, where the roles of Chairman and Chief Executive Officer are combined and held by Mr. Li Weijian, an arrangement the Board considers optimal given the company's challenges[177](index=177&type=chunk)[178](index=178&type=chunk) - All directors confirmed compliance with the company's securities dealing code during the reporting period[179](index=179&type=chunk) Major Shareholder Holdings (as of June 30, 2024) | Shareholder Name | Number of Shares Held (Long Position) | Approximate Percentage of Issued Share Capital | | :--- | :--- | :--- | | Sun Mingwen (through Youfu Investment) | 994,260,000 | 29.00% | | Guangxi Damang (through Guinan Damang) | 776,250,000 | 22.64% | | Ma Xuedong (through Fengxiang Investment) | 184,740,000 | 5.39% |

[Financial Summary](index=1&type=section&id=Financial%20Summary) For the first half of 2024, the company's revenue decreased by 25.9% year-on-year to HKD 5.73 billion, with gross profit significantly declining by 56.9%, leading to a turnaround from profit to loss, recording an operating loss of HKD 10.4 million and a loss attributable to owners of the company of HKD 163 million, compared to a profit of HKD 135 million in the same period last year [Summary of Financial Performance](index=1&type=section&id=Summary%20of%20Financial%20Performance) In the first half of 2024, the company's revenue decreased by 25.9% to HKD 5.73 billion, and gross profit significantly declined by 56.9%, resulting in a turnaround from profit to loss, with an operating loss of HKD 10.4 million and a loss attributable to owners of the company of HKD 163 million, compared to a profit of HKD 135 million in the prior year period 2024 First Half Key Financial Indicators | Indicator | 2024 First Half | 2023 First Half | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Revenue | HKD 5.733 billion | HKD 7.733 billion | -25.9% | | Gross Profit | HKD 282 million | HKD 655 million | -56.9% | | Gross Margin | 4.9% | 8.5% | -3.6 percentage points | | Operating (Loss)/Profit | (HKD 10.4 million) | HKD 184 million | Turned from profit to loss | | (Loss)/Profit attributable to owners of the Company | (HKD 163 million) | HKD 135 million | Turned from profit to loss | - Net impairment loss on financial assets significantly increased from HKD 6.7 million in the prior year period to **HKD 101 million**, contributing significantly to the loss[1](index=1&type=chunk) [Consolidated Financial Statements](index=2&type=section&id=Consolidated%20Financial%20Statements) This section presents the company's interim condensed consolidated financial statements, including the statement of profit or loss, statement of financial position, and notes to the financial statements [Interim Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=2&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) In the first half of 2024, the company turned from profit to loss, recording a loss for the period of HKD 178 million, compared to a profit of HKD 134 million in the prior year period, primarily due to a 25.9% decrease in revenue and a significant 56.9% reduction in gross profit, further exacerbated by a notable increase in impairment losses on financial assets to HKD 101 million, resulting in a basic loss per share of HKD 0.0475 Summary of Profit or Loss Statement (For the six months ended June 30) | Item (HKD Thousand) | 2024 (Unaudited) | 2023 (Unaudited) | | :--- | :--- | :--- | | Revenue | 5,733,287 | 7,732,538 | | Gross Profit | 282,068 | 654,960 | | Operating (Loss)/Profit | (10,360) | 184,142 | | (Loss)/Profit before tax | (135,675) | 177,373 | | (Loss)/Profit for the period | (177,534) | 133,552 | | (Loss)/Profit attributable to owners of the Company | (162,783) | 134,903 | - Basic and diluted loss per share was **HKD 0.0475**, while earnings per share were HKD 0.0393 in the prior year period[4](index=4&type=chunk) [Interim Condensed Consolidated Statement of Financial Position](index=4&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2024, the company's total assets were HKD 11.326 billion, total liabilities were HKD 8.693 billion, and net assets were HKD 2.632 billion, a decrease from the end of 2023, notably with net current liabilities of HKD 845 million indicating short-term repayment pressure Summary of Financial Position Statement (HKD Thousand) | Item | June 30, 2024 (Unaudited) | December 31, 2023 (Audited) | | :--- | :--- | :--- | | Total non-current assets | 5,006,501 | 5,025,589 | | Total current assets | 6,319,002 | 6,340,431 | | Total current liabilities | 7,164,223 | 7,231,694 | | Net current liabilities | (845,221) | (891,263) | | Total non-current liabilities | 1,529,064 | 1,305,964 | | Net assets | 2,632,216 | 2,828,362 | [Notes to the Financial Statements](index=6&type=section&id=Notes%20to%20the%20Financial%20Statements) The financial statements are prepared on a going concern basis, as the directors believe the Group has sufficient working capital for the next twelve months despite net current liabilities of HKD 845 million, having successfully renewed or obtained new bank loans after the reporting period, with business operations segmented into manganese ore mining, electrolytic manganese metal and alloy materials production, battery materials production, and other businesses, and no interim dividend is recommended - Going Concern: Despite net current liabilities of **HKD 845 million** as of June 30, 2024, the directors believe the Group has sufficient working capital to meet its needs for the next twelve months, thus the financial statements are prepared on a going concern basis[7](index=7&type=chunk) - The Group's business is segmented into four reportable operating segments: **Manganese Ore Mining** (China and Gabon), **Electrolytic Manganese Metal and Alloy Materials Production** (China), **Battery Materials Production** (China), and **Other Businesses** (China and Hong Kong)[9](index=9&type=chunk) - The Board of Directors does not recommend the payment of an interim dividend for the six months ended June 30, 2024[26](index=26&type=chunk) [Management Discussion and Analysis](index=17&type=section&id=Management%20Discussion%20and%20Analysis) This section provides an in-depth review of the company's financial performance, business segment results, liquidity, financial resources, risk management, and future outlook [Financial Review](index=17&type=section&id=Financial%20Review) In the first half of 2024, the average selling price of electrolytic manganese metal products fell by 15.8% due to weak demand from the downstream steel industry, leading to a 40.5% reduction in gross profit contribution, while the trading business incurred a gross loss, and an impairment loss of HKD 109 million was recognized due to the guarantee liability for an associate company, Dushan Jinmeng, with these multiple factors collectively causing the company to turn from profit to loss, resulting in a loss attributable to owners of HKD 163 million - Due to slower economic growth in China caused by reduced real estate development investment, steel consumption stagnated, leading to weak demand for electrolytic manganese metal products and a **15.8% decline in average selling price**[31](index=31&type=chunk) - Despite the impact of electric vehicle tariffs, the **Battery Materials Production segment** achieved encouraging results due to its well-established supply chain and cost advantages[31](index=31&type=chunk) - The Group recognized an impairment loss of **HKD 109 million** on receivables from associate company Dushan Jinmeng, as the Group fulfilled its bank financing guarantee for the company[32](index=32&type=chunk) - Total revenue decreased by **25.9% to HKD 5.733 billion**, primarily due to lower average selling prices of electrolytic manganese metal and alloy products, reduced sales volume of alloy products, and decreased sales revenue from the trading business[34](index=34&type=chunk) [Business Segment Performance](index=20&type=section&id=Business%20Segment%20Performance) Business segment performance varied, with manganese ore mining revenue increasing by 12.4% due to higher sales volume but gross profit declining, electrolytic manganese metal and alloy segment revenue significantly decreasing by 28.2% and recording a loss due to lower prices and sales volume, battery materials segment revenue decreasing by 13.9% but segment profit growing by 12.2% due to effective cost control, and other businesses (trading) revenue significantly decreasing by 32.3% and incurring a gross loss [Manganese Ore Mining Segment](index=20&type=section&id=Manganese%20Ore%20Mining%20Segment) Segment revenue increased by 12.4% year-on-year to HKD 654 million due to increased sales volume of Gabon ore amid short-term market supply tightness, however, gross profit decreased by 13.4% to HKD 111 million due to lower average selling prices, while segment profit increased by 7.0% to HKD 80.3 million Manganese Ore Mining Segment Performance (For the six months ended June 30) | Item | 2024 | 2023 | | :--- | :--- | :--- | | Revenue (HKD Thousand) | 654,278 | 581,908 | | Gross Profit (HKD Thousand) | 111,062 | 128,311 | | Gross Margin (%) | 17.0% | 22.1% | - Segment profit recorded **HKD 80.3 million**, a year-on-year increase of **7.0%**[36](index=36&type=chunk) [Electrolytic Manganese Metal and Alloy Materials Production Segment](index=21&type=section&id=Electrolytic%20Manganese%20Metal%20and%20Alloy%20Materials%20Production%20Segment) Segment revenue significantly decreased by 28.2% year-on-year to HKD 1.161 billion, primarily due to a 15.8% decline in the average selling price of electrolytic manganese metal products and a sharp 75.0% reduction in alloy product sales volume due to production suspension, resulting in a loss of HKD 50.7 million for this segment after recognizing a HKD 109 million loss from fulfilling guarantee liabilities for an associate company Electrolytic Manganese Metal and Alloy Materials Segment Performance (For the six months ended June 30) | Item | 2024 | 2023 | | :--- | :--- | :--- | | Revenue (HKD Thousand) | 1,160,859 | 1,615,881 | | Gross Profit (HKD Thousand) | 138,617 | 191,109 | | Segment (Loss)/Profit (HKD Thousand) | (50,664) | 83,950 | - Average selling price of electrolytic manganese metal products decreased by **15.8%**; alloy product sales volume decreased by **75.0%** due to production suspension[38](index=38&type=chunk) [Battery Materials Production Segment](index=22&type=section&id=Battery%20Materials%20Production%20Segment) Segment revenue decreased by 13.9% year-on-year to HKD 798 million, mainly due to slight declines in both the selling price and sales volume of its main product, electrolytic manganese dioxide, however, despite the revenue decrease, segment profit increased by 12.2% year-on-year to HKD 194 million, benefiting from reduced administrative expenses Battery Materials Production Segment Performance (For the six months ended June 30) | Item | 2024 | 2023 | | :--- | :--- | :--- | | Revenue (HKD Thousand) | 797,934 | 926,713 | | Gross Profit (HKD Thousand) | 243,476 | 255,903 | | Segment Profit (HKD Thousand) | 193,992 | 172,874 | - Average selling price of the main product, electrolytic manganese dioxide, decreased by **4.2%**, and sales volume decreased by **5.3%**[39](index=39&type=chunk) [Other Businesses Segment](index=23&type=section&id=Other%20Businesses%20Segment) Other businesses, primarily trading, saw revenue significantly decrease by 32.3% year-on-year to HKD 3.12 billion and recorded a gross loss of HKD 211 million, mainly due to a decline in manganese ore selling prices Other Businesses Segment Performance (For the six months ended June 30) | Item | 2024 | 2023 | | :--- | :--- | :--- | | Revenue (HKD Thousand) | 3,120,216 | 4,608,036 | | Gross (Loss)/Profit (HKD Thousand) | (211,087) | 79,637 | [Liquidity and Financial Resources](index=26&type=section&id=Liquidity%20and%20Financial%20Resources) As of June 30, 2024, the Group held cash and bank balances of HKD 1.631 billion, total borrowings of HKD 5.205 billion, and a net gearing ratio of 121.2%, largely consistent with the beginning of the year, and despite net current liabilities of HKD 845 million, the directors believe measures such as bank loan renewals ensure sufficient working capital for the next 12 months, thus the financial statements are prepared on a going concern basis Key Financial Ratios | Ratio | June 30, 2024 | December 31, 2023 | | :--- | :--- | :--- | | Current Ratio | 0.88 | 0.88 | | Quick Ratio | 0.67 | 0.64 | | Net Gearing Ratio | 121.2% | 121.9% | - As of June 30, 2024, the Group's cash and bank balances (including restricted and pledged deposits) amounted to **HKD 1.631 billion**, with total borrowings of **HKD 5.205 billion**[55](index=55&type=chunk) - The Group had net current liabilities of **HKD 845 million**, but the Board of Directors believes the Group has sufficient working capital to meet its needs for the next 12 months, thus the interim condensed consolidated financial statements have been prepared on a going concern basis[61](index=61&type=chunk) [Risk Management](index=29&type=section&id=Risk%20Management) The Group primarily faces credit risk, interest rate risk, and foreign exchange risk, with credit risk concentrated on a single customer A (HKD 232 million in trade receivables, fully provided for) and receivables from associate company Dushan Jinmeng (HKD 321 million, with HKD 108 million impairment recognized), interest rate risk stemming from floating-rate debt, and foreign exchange risk arising from operations across Hong Kong, mainland China, and Gabon, though the Group considers overall risk manageable - Credit Risk: Trade receivables from customer A of **HKD 232 million** are fully overdue and fully provided for, additionally, receivables from associate company Dushan Jinmeng amount to **HKD 321 million**, with an impairment loss of **HKD 108 million** recognized[63](index=63&type=chunk) - Interest Rate Risk: The Group faces the risk of interest rate fluctuations on floating-rate debt, and finance costs will increase if the China Loan Prime Rate rises[64](index=64&type=chunk) - Foreign Exchange Risk: The Group's operations involve HKD, RMB, USD, and CFA Franc, posing certain foreign exchange risks, especially for USD-denominated purchases and financing in its China operations[65](index=65&type=chunk)[66](index=66&type=chunk) [Business Model, Strategies and Outlook](index=31&type=section&id=Business%20Model%2C%20Strategies%20and%20Outlook) The Group is committed to becoming a globally leading integrated manganese industry chain producer, and while the electrolytic manganese metal market faces challenges due to the weak steel industry, the Group remains optimistic about the battery materials production sector, particularly new energy vehicle-related materials, and will continue to focus on cost reduction, efficiency improvement, technological research and development, and seizing green development opportunities - The Group's strategy is to become a globally leading one-stop integrated upstream and downstream manganese ore producer, aiming to achieve this through resource expansion, efficiency enhancement, and strengthening customer relationships[67](index=67&type=chunk) - Outlook: The outlook for the electrolytic manganese metal segment is challenging, with the industry advocating for production cuts and technological upgrades, while the battery materials production sector has an optimistic outlook, benefiting from the development of the new energy vehicle industry[69](index=69&type=chunk) [Other Disclosures](index=32&type=section&id=Other%20Disclosures) This section covers corporate governance, dividend policy, and securities transactions and buybacks [Corporate Governance](index=32&type=section&id=Corporate%20Governance) During the reporting period, the company complied with most provisions of the Corporate Governance Code, with one deviation: the roles of Chairman and Chief Executive Officer are held by the same individual, Mr. Li Weijian, which deviates from Code Provision C.2.1, however, the Board believes this arrangement is in the company's best interest during the current challenging period and will continue to review it - The company deviated from Code Provision C.2.1 of the Corporate Governance Code, where the roles of Chairman and Chief Executive Officer are held by the same person, Mr. Li Weijian[70](index=70&type=chunk)[71](index=71&type=chunk) - The Board believes that Mr. Li's simultaneous holding of both positions is the best choice for leading and overseeing the company during this challenging period[71](index=71&type=chunk) [Dividend Policy](index=15&type=section&id=Dividend%20Policy) The Board of Directors does not recommend the payment of any interim dividend for the six months ended June 30, 2024, consistent with the policy for the same period last year - The Board of Directors does not recommend the payment of any interim dividend for the first half of 2024 (first half of 2023: nil)[26](index=26&type=chunk)[54](index=54&type=chunk) [Securities Transactions and Buybacks](index=33&type=section&id=Securities%20Transactions%20and%20Buybacks) The company has adopted a code for directors' securities transactions, and all directors have confirmed compliance, with no purchases, redemptions, or sales of the company's listed securities by the company or any of its subsidiaries during the reporting period - All directors have confirmed compliance with the required standards of the code for securities transactions throughout the reporting period[72](index=72&type=chunk) - During the six months ended June 30, 2024, neither the company nor any of its subsidiaries purchased, redeemed, or sold any of the company's listed securities[73](index=73&type=chunk)

Financial Performance - The company's revenue for 2023 was HKD 17,134.0 million, an increase of 6.9% compared to HKD 16,031.9 million in 2022, primarily due to increased sales volume of Gabonese ore and higher trading business revenue[36]. - The manganese mining segment generated revenue of HKD 1,313.7 million, up 4.5% from HKD 1,257.2 million in 2022[35]. - The trading business reported revenue of HKD 11,348.0 million, a significant increase of 20.6% from HKD 9,411.0 million in the previous year[35]. - Revenue from the production of electrolytic manganese and alloy materials was HKD 2,754.0 million, reflecting an 18.4% decrease from HKD 3,377.0 million in 2022[35]. - The battery materials production segment generated revenue of HKD 1,718.2 million, down 13.5% from HKD 1,986.7 million in 2022[35]. - The overall gross profit decreased by 31.9% to HKD 934.1 million in 2023, down from HKD 1,372.3 million in 2022, with a gross margin of 5.5% compared to 8.6% in 2022[68]. - The profit attributable to the owners of the company was HKD 64.1 million in 2023, down from HKD 336.1 million in 2022[72]. - The earnings per share for the owners of the company were HKD 0.0187 in 2023, compared to HKD 0.0980 in 2022[73]. - The profit before tax for 2023 was HKD 109,930, a significant decrease of 72.1% from HKD 394,879 in the previous year[105]. - The net profit attributable to the owners of the company for 2023 was HKD 64,144, down 81.0% from HKD 336,091 in 2022[105]. Operational Highlights - The total mining production for 2023 reached 2,240 thousand tons, an increase from 2,186 thousand tons in 2022, representing a growth of approximately 2.5%[150]. - The total production of manganese concentrate at the Daxin Concentration Plant was 820 thousand tons in 2023, compared to 639 thousand tons in 2022, marking a significant increase of approximately 28.3%[160]. - The production of electrolytic manganese dioxide at the Daxin plant was 20.1 thousand tons in 2023, an increase from 18.2 thousand tons in 2022[163]. - The total production of sulfuric manganese reached 30.3 thousand tons in 2023, up from 17.6 thousand tons in 2022, indicating a growth of approximately 72.0%[156]. - The average manganese grade for open-pit mining in 2023 was 29.0%, up from 28.8% in 2022[150]. - The average grade of carbonated manganese ore at the Daxin mine was 12.5% in 2023, slightly down from 12.9% in 2022[160]. Strategic Initiatives - The company aims to enhance strategic control over manganese resources and reserves through exploration and acquisitions[100]. - The company plans to establish and strengthen strategic business relationships with selected key customers and industry-leading partners[87]. - The company aims to enhance operational efficiency and profitability while navigating challenges in the market due to inflation and economic uncertainties[109]. - The company plans to continue focusing on five major business segments to improve internal efficiency and management skills[109]. - The company is committed to monitoring financial instruments and cash flow forecasts to manage funding shortfall risks effectively[84]. - The company is advocating for production limits and technological upgrades to address challenges in the electrolytic manganese sector[111]. - The company is strengthening its strategic control over manganese resources by sourcing high-grade manganese ore from overseas suppliers[111]. Market Environment - The global economic environment in 2023 remained relatively stagnant, with increased borrowing costs and rising production costs impacting recovery[34]. - The ongoing geopolitical uncertainties, including the Israel-Hamas conflict, have added further complexity to the economic recovery path[34]. - The outlook for the electrolytic manganese segment in 2024 is expected to be challenging due to oversupply and rising production costs in the steel industry[111]. - The Chinese government has announced a "green stimulus plan" with a scale of approximately $195 billion, aimed at accelerating the development of new energy and electric vehicle industries, which presents significant market opportunities for the company's cathode battery materials[112]. Governance and Management - The company emphasizes the importance of maintaining a good corporate governance structure to protect shareholder interests[187]. - The board consists of nine members, including four executive directors, two non-executive directors, and three independent non-executive directors[197]. - The company has a balanced board composition to ensure effective independent judgment[189]. - The chairman and CEO positions have been combined since December 22, 2020, which the board believes enhances operational efficiency[196]. - The board will review the separation of the chairman and CEO roles to align with the best interests of the company[196]. Environmental and Safety Compliance - The company aims to enhance environmental indicators while considering practical possibilities and socio-economic factors[2]. - The company is committed to complying with health, safety, and environmental regulations applicable in China and Gabon[2]. - The company regularly reviews and updates its health, safety, and environmental management practices to align with international standards[2]. - The company is dedicated to ensuring a safe working environment for its employees[187].