南方猛業投資有限公司 SOUTH MANGANESE INVESTMENT LIMITED (於百慕達註冊成立之有限公司) 股份代號: 1091 25 ● ● ● ● ● ● ● ● ● ● . ● . ● . 年報 2020 目錄 | --- | --- | |---------|--------------------------| | | | | 2-3 | 公司資料 | | 4 | 五年財務概要 | | 5-8 | 主席報告 | | 9-20 | 董事會報告 | | 21-48 | 管理層討論及分析 | | 49-58 | 礦產資源及採礦報告 | | 59-62 | 董事及高級管理人員簡介 | | 63-79 | 企業管治報告 | | 80-84 | 人力資源報告 | | 85-101 | 環境、社會及管治報告 | | 102-104 | 股權分析及權益人資料 | | 105-110 | 獨立核數師報告 | | 111-112 | 綜合損益及其他全面收益表 | | 113-114 | 綜合財務狀況表 | | 115-116 | 綜合權益變動報表 | | 117-118 | 綜合現金流量表 | | 11 ...

[Company Information](index=3&type=section&id=Company%20Information) CITIC Dameng Holdings Limited, listed on HKEX, primarily engages in investment holding, with subsidiaries involved in manganese mining, processing, and related trading in China and Gabon - CITIC Dameng Holdings Limited is a Bermuda-incorporated company listed on the Main Board of the Hong Kong Stock Exchange (stock code: **1091**). Its principal business is investment holding, with subsidiaries engaged in manganese mining, ore processing, downstream processing (manganese alloys and battery materials), and related raw material trading in mainland China and Gabon[3](index=3&type=chunk)[19](index=19&type=chunk) [Financial Performance](index=4&type=section&id=Financial%20Performance) [Financial Statement Summary](index=4&type=section&id=Financial%20Statement%20Summary) In H1 2020, revenue decreased by 32.4% to HKD 2.12 billion due to reduced trading and lower product prices, resulting in a net loss attributable to owners of HKD 8.11 million despite improved gross margin and operating cash flow 2020 H1 Key Financial Data Summary (Unit: HKD Thousand) | Indicator | Six Months Ended June 30, 2020 | Six Months Ended June 30, 2019 | YoY Change | | :--- | :--- | :--- | :--- | | **Consolidated Income Statement** | | | | | Revenue | 2,123,141 | 3,140,900 | -32.4% | | Gross Profit | 270,165 | 363,120 | -25.6% | | Operating Profit | 15,905 | 90,921 | -82.5% | | (Loss)/Profit for the period | (17,325) | 66,420 | Turned from Profit to Loss | | (Loss)/Profit attributable to owners of the parent | (8,107) | 86,261 | Turned from Profit to Loss | | Basic (Loss)/Earnings per share (HKD) | (0.0024) | 0.0252 | Turned from Profit to Loss | | **Financial Position Statement** | **As of June 30, 2020** | **As of December 31, 2019** | **Change from Year-End** | | Total Assets | 9,074,620 | 8,767,405 | +3.5% | | Total Liabilities | 6,296,742 | 5,929,235 | +6.2% | | Total Equity | 2,777,878 | 2,838,426 | -2.1% | | Net Current Liabilities | (286,757) | (1,173,197) | -75.6% | | **Cash Flow Statement** | | | | | Net cash flows from operating activities | 391,488 | 203,782 | +92.1% | | Net cash flows used in investing activities | (238,486) | (140,589) | +69.6% | | Net cash flows from financing activities | 299,623 | 188,489 | +59.0% | [Notes to Interim Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Interim%20Condensed%20Consolidated%20Financial%20Statements) The notes detail accounting policies, segment operations, and significant transactions, including a bargain purchase gain from Ningbo Dameng acquisition and a deemed disposal loss from Xinsheng Mining, while addressing net current liabilities through operational adjustments and loan renewals - As of June 30, 2020, the Group's net current liabilities were **HKD 287 million**. Directors believe the financial statements are appropriately prepared on a going concern basis, considering future liquidity and measures like product portfolio restructuring, cost control, and bank loan renewals[20](index=20&type=chunk)[21](index=21&type=chunk)[22](index=22&type=chunk) 2020 H1 Segment Results (Unit: HKD Thousand) | Business Segment | External Sales | Segment Result | | :--- | :--- | :--- | | Manganese Ore Mining (China & Gabon) | 46,903 | 26,471 | | Electrolytic Manganese Metal & Alloy Materials Production (China) | 1,518,711 | 97,028 | | Battery Materials Production (China) | 323,335 | 115,902 | | Other Businesses (China & Hong Kong) | 234,192 | (97,344)* | - The loss in the Other Businesses segment primarily includes a non-cash loss of **HKD 92.38 million** from the deemed disposal of partial equity in an associate (Xinsheng Mining)[37](index=37&type=chunk)[49](index=49&type=chunk) - On March 31, 2020, the Group further acquired a **65.17%** interest in Ningbo Dameng, making it a wholly-owned subsidiary. This acquisition resulted in a bargain purchase gain of **HKD 69.41 million**[101](index=101&type=chunk)[103](index=103&type=chunk)[104](index=104&type=chunk) [Management Discussion and Analysis](index=39&type=section&id=Management%20Discussion%20and%20Analysis) [Financial and Business Review](index=39&type=section&id=Financial%20and%20Business%20Review) H1 2020 saw revenue decline by 32.4% and operating profit by 82.5% due to COVID-19 and lower EMM prices, but the company strategically acquired Ningbo Dameng, controlled capital expenditure, and optimized debt structure, resulting in a net loss of HKD 8.1 million after significant non-cash items - Due to COVID-19, the electrolytic manganese metal market remained unfavorable since Q4 2019, with average selling price decreasing by **21.0%** to **HKD 10,700 per tonne** in H1 2020, and gross margin falling to **15.4%**[148](index=148&type=chunk) - The company continued to expand its battery materials business, completing the acquisition of Ningbo Dameng in March 2020, making it a wholly-owned subsidiary, aiming to shift its product portfolio towards higher-margin battery materials[149](index=149&type=chunk) - The company implemented various measures to address the severe situation, including strict control over capital expenditure, optimizing loan structure to increase the proportion of long-term loans, implementing production cost reduction plans, and continuing R&D for battery materials products[151](index=151&type=chunk)[152](index=152&type=chunk) - Two significant one-off non-cash items were recorded during the period: 1) a deemed disposal loss of approximately **HKD 92.4 million** due to dilution of equity from not participating in the rights issue of associate Xinsheng Mining; and 2) a bargain purchase gain of **HKD 69.4 million** from the further acquisition of Ningbo Dameng[154](index=154&type=chunk) [Segment Performance Analysis](index=41&type=section&id=Segment%20Performance%20Analysis) Segment performance varied, with manganese ore mining and EMM segments experiencing revenue and profit declines due to lower prices, while the battery materials segment saw significant sales and profit growth driven by the Huayuan Manganese acquisition, and other businesses sharply reduced trading - **Manganese Ore Mining segment**: Revenue decreased by **23.4%** to **HKD 46.9 million** and segment profit decreased by **29.1%** to **HKD 26.5 million** due to lower manganese ore selling prices caused by the pandemic[161](index=161&type=chunk)[162](index=162&type=chunk) - **Electrolytic Manganese Metal and Alloy Materials segment**: Despite a **77.3%** increase in ferrosilicon manganese alloy sales, the average selling price of electrolytic manganese metal, the main product, fell by **21.0%**, leading to a **28.9%** decrease in segment gross profit contribution to **HKD 172 million** and a **41.8%** decrease in segment profit[164](index=164&type=chunk)[165](index=165&type=chunk) - **Battery Materials Production segment**: Benefited from the acquisition of Huayuan Manganese factory, sales of electrolytic manganese dioxide significantly increased by **82.5%**, driving a **10.2%** increase in segment gross profit contribution to **HKD 79.9 million**. Coupled with the bargain purchase gain, segment profit increased by **108.2%** to **HKD 116 million**[168](index=168&type=chunk)[169](index=169&type=chunk) - **Other Businesses segment**: To monitor credit risk, the company significantly reduced its trading business, leading to an **80.2%** year-on-year decrease in segment revenue[170](index=170&type=chunk) [Liquidity and Financial Resources](index=47&type=section&id=Liquidity%20and%20Financial%20Resources) As of June 30, 2020, the Group's net current liabilities significantly reduced to HKD 287 million from HKD 1.17 billion, improving liquidity ratios, while total borrowings stood at HKD 4.57 billion, with a net gearing ratio of 110.4%, supported by bank loan renewal commitments Key Financial Ratios | Ratio | June 30, 2020 | December 31, 2019 | | :--- | :--- | :--- | | Current Ratio | 0.93 | 0.76 | | Quick Ratio | 0.80 | 0.66 | | Net Gearing Ratio | 110.4% | 107.7% | - Net current liabilities significantly decreased from **HKD 1.173 billion** at the end of 2019 to **HKD 287 million**, primarily due to the company's efforts to improve its borrowing structure with more long-term bank loans[194](index=194&type=chunk) - To address liquidity risk, the Group has obtained written confirmations from several Chinese banks agreeing to renew short-term loans totaling **HKD 844 million**[203](index=203&type=chunk) [Future Development and Outlook](index=52&type=section&id=Future%20Development%20and%20Outlook) The Group plans to consolidate its leading position in battery materials, cautiously increase Gabon ore production, focus on long-term financing to improve capital structure, and prioritize liquidity management amidst a challenging business environment - Consolidate its leading position in battery materials production, continue technology R&D, and expand product application in electric vehicles and other power tools[214](index=214&type=chunk) - Prudently increase Gabon ore production, leveraging opportunities from reduced market supply due to border closures in some supplier countries, ensuring stable production and export[216](index=216&type=chunk) - Financing strategy will focus more on long-term financing to improve liquidity and capital structure, and consider equity financing to reduce the gearing ratio[217](index=217&type=chunk) - The business environment is expected to remain severe for the next one to two years, and the Group will place extreme emphasis on liquidity management to ensure ample working capital for business operations[218](index=218&type=chunk) [Human Resources Report](index=54&type=section&id=Human%20Resources%20Report) [Employee Profile and Training](index=54&type=section&id=Employee%20Profile%20and%20Training) As of June 30, 2020, the Group employed 7,090 staff, primarily in mainland China, with a stable turnover rate of 3.16%, and emphasized comprehensive training programs for all levels to enhance employee quality and foster mutual growth Employee Profile | Metric | June 30, 2020 | June 30, 2019 | | :--- | :--- | :--- | | Total Employees | 7,090 | 7,407 | | Employee Turnover Rate | 3.16% | 2.85% | - The company values employee training, providing various training programs for all levels of employees in H1 2020, with **85%** of senior management trained and an average of **47 hours** of training per employee[227](index=227&type=chunk)[228](index=228&type=chunk) [Environmental, Social and Governance Report](index=57&type=section&id=Environmental%2C%20Social%20and%20Governance%20Report) [ESG Overview and Key Performance](index=57&type=section&id=ESG%20Overview%20and%20Key%20Performance) The Group integrates ESG management into its operations, with the Board responsible for ESG strategy, focusing on safety, environmental protection, employee development, and social welfare, reporting 6 work-related injuries and HKD 513,000 in donations in H1 2020 2020 H1 Key ESG Performance Indicators | Key Area | Key Performance Indicator | H1 2020 | H1 2019 | | :--- | :--- | :--- | :--- | | Safety Production & Labor Protection | Fatalities | 0 | 1 | | | Work-related Injuries | 6 | 4 | | Energy Saving & Environmental Protection | Total Electricity Consumption (Thousand kWh) | 1,132,671 | 891,935 | | | Total Water Consumption (Tonnes) | 2,479,022 | 2,222,289 | | | Total GHG Emissions (Tonnes) | 25 | 16 | | Establishing Excellent Operating System | Number of Product Complaints Received | 0 | 4 | | | Number of Corruption-related Whistleblower Cases | 0 | 0 | | Social Welfare | Donation Amount (HKD) | 513,000 | 523,355 | - The Group categorizes significant ESG management matters into four aspects: safety production and labor protection; energy saving and environmental protection; establishing an excellent operating system, employee training and growth; and social welfare, living base, and cultural and artistic development[231](index=231&type=chunk) [Manganese Ore Resources and Reserves Summary](index=71&type=section&id=Manganese%20Ore%20Resources%20and%20Reserves%20Summary) [Resource Reserves and Mining Activities](index=71&type=section&id=Resource%20Reserves%20and%20Mining%20Activities) As of June 30, 2020, the Group's total manganese ore resources were 115.49 million tonnes and reserves were 90.53 million tonnes, slightly reduced by mining, with increased overall mining output and downstream production of EMM, ferrosilicon manganese alloy, and EMD Manganese Ore Resources and Reserves Summary (As of June 30, 2020) | Category | Tonnes (Million Tonnes) | | :--- | :--- | | Total Manganese Ore Resources | 115.49 | | Total Manganese Ore Reserves | 90.53 | 2020 H1 Main Mine Mining Output (Thousand Tonnes) | Mine Area | 2020 H1 | 2019 H1 | | :--- | :--- | :--- | | Daxin Manganese Mine | 928 | 854 | | Tiandeng Manganese Mine | 227 | 60 | | Changgu Manganese Mine | 97 | 84 | | Bembélé Manganese Mine | 845 | 795 | 2020 H1 Main Downstream Product Output (Thousand Tonnes) | Product | 2020 H1 | 2019 H1 | | :--- | :--- | :--- | | Electrolytic Manganese Metal | 94.2 | 88.8 | | Ferrosilicon Manganese Alloy | 90.2 | 51.9 | | Electrolytic Manganese Dioxide | 43.0 | 40.8 | [Other Information](index=79&type=section&id=Other%20Information) [Corporate Governance and Shareholder Equity](index=79&type=section&id=Corporate%20Governance%20and%20Shareholder%20Equity) The company largely complied with corporate governance codes, with a noted deviation where Mr. Guo Aimin holds both Chairman and CEO roles, and disclosed major shareholder CITIC Group's 43.46% indirect stake, with no listed securities purchased, redeemed, or sold during the period - The company deviated from Corporate Governance Code provision A.2.1, where Mr. Guo Aimin holds both Chairman and Chief Executive Officer positions. The Board believes this arrangement is optimal for the company during challenging times and will continuously review it[326](index=326&type=chunk)[327](index=327&type=chunk) - As of June 30, 2020, CITIC Group Corporation Limited indirectly held **1,490,026,000 shares**, representing **43.46%** of the issued share capital, through a series of controlled corporations[333](index=333&type=chunk)[334](index=334&type=chunk) - The Audit Committee has reviewed the unaudited interim results for the period and has no disagreements[340](index=340&type=chunk)

CITIC Dameng Holdings Limited 中信大猛控股有限公司* (於百慕達註冊成立之有限公司) 股份代號: 1091 * 僅供議別 年 報 2019 目錄 | --- | --- | |---------|--------------------------| | | | | 2-3 | 公司資料 | | | 五年財務概要 | | 5-7 | 主席報告 | | 8-19 | 董事會報告 | | 20-42 | 管理層討論及分析 | | 43-52 | 礦產資源及採礦報告 | | 53-56 | 董事及高級管理人員簡介 | | 57-72 | 企業管治報告 | | 73-77 | 人力資源報告 | | 78-93 | 環境、社會及管治報告 | | 94-96 | 股權分析及權益人資料 | | 97-102 | 獨立核數師報告 | | 103 | 綜合損益及其他全面收益表 | | 104-105 | 綜合財務狀況表 | | 106 | 綜合權益變動報表 | | 107-108 | 綜合現金流量表 | | 109-194 | 財務報表附註 | | 195 | 過往表現及前瞻性陳述 | | 196 ...

CITIC Dameng Holdings Limited 中信大猛控股有限公司* (於百慕達註冊成立之有限公司) 股份代號 : 1091 中期報告 19 * 僅供鐵別 目錄 頁次 2 公司資料 財務業績 | --- | --- | |-------|------------------------------------------| | | | | 3 | 中期簡明綜合損益及其他全面收益表 | | 4-5 | 中期簡明綜合財務狀況表 | | 6-7 | 中期簡明綜合權益變動報表 | | 8 | 中期簡明綜合現金流量表 | | 9-40 | 中期簡明綜合財務報表附註 | | | 其他資料 | | 41-55 | 管理層討論及分析 | | 56-58 | 人力資源報告 | | 59-70 | 環境、社會及管治報告 | | 71-78 | 我們的錳礦資源摘要及我們的錳礦石儲量摘要 | | 79 | 企業管治常規守則 | | 79 | 董事進行證券交易的標準守則 | | 79 | 董事及最高行政人員在股份及相關股份的權益 | | 80 | 購股權計劃 | | 81 | 主要股東及其他人士在股份及相關股份的權益 | ...

Financial Performance - In 2018, the company's revenue reached HKD 6,736,228 thousand, a 12.4% increase from HKD 5,991,436 thousand in 2017[8] - The company's profit before tax was HKD 343,985 thousand, compared to HKD 146,622 thousand in the previous year, marking a significant increase[8] - The net profit attributable to the owners of the parent company was HKD 330,931 thousand, up from HKD 140,851 thousand in 2017, reflecting a growth of 134%[8] - The gross profit for 2018 was HKD 852,373,000, up 52.3% from HKD 559,753,000 in 2017, with a gross margin of 12.7%, an increase of 3.4% from 9.3% in 2017[89][92] - Operating profit attributable to shareholders was HKD 308,644,000, representing a significant increase of 126.2% compared to HKD 136,434,000 in 2017[89] - The net profit for the year was HKD 336,855,000, a 138.3% increase from HKD 141,382,000 in 2017[89] - The company reported a pre-tax profit of HKD 343,985,000, which is 134.6% higher than HKD 146,622,000 in the previous year[89] - The company’s net profit attributable to shareholders for 2018 was HKD 330,900,000, an increase from HKD 140,900,000 in 2017, representing a growth of 134%[146] - Earnings per share for ordinary shareholders in 2018 was HKD 0.0965, compared to HKD 0.0411 in 2017, indicating a significant increase of 134%[147] Assets and Liabilities - Total assets increased to HKD 9,618,379 thousand in 2018, compared to HKD 8,752,162 thousand in 2017, representing a growth of 9.9%[8] - The company's non-current assets decreased to HKD 5,023,157 thousand from HKD 5,413,627 thousand in 2017, indicating a decline of 7.2%[8] - Current assets rose to HKD 4,595,222 thousand, a 37.6% increase from HKD 3,338,535 thousand in 2017[8] - Total liabilities increased to HKD 6,451,896 thousand, up from HKD 5,785,063 thousand in 2017, which is a rise of 11.5%[8] - As of December 31, 2018, the net debt ratio decreased to 96.0% from 99.8% in 2017[94] - The company's net current liabilities significantly decreased to HKD 371.6 million as of December 31, 2018, down from HKD 1,393.6 million in 2017, due to improved operating profit and efforts to enhance the maturity structure of borrowings[158] Revenue Sources - The revenue from battery materials products saw a substantial increase in 2018, establishing the company as an industry leader and becoming an important income source beyond EMM business[15] - The revenue from the electrolytic manganese and alloy materials production segment was HKD 3,429.2 million, with a gross margin of 33.2%[106] - The revenue from battery materials production rose by 32.1% to HKD 682.1 million in 2018, compared to HKD 516.3 million in 2017[99] - The average price of electrolytic manganese increased by 20.1% to HKD 14,613 per ton in 2018, compared to HKD 12,166 per ton in 2017[99] - The overall manganese mining revenue decreased by 60.9% to HKD 213,300,000 in 2018, down from HKD 546,100,000 in 2017[113] Strategic Initiatives - The company completed the acquisition of 100% equity in Hu Yuan Manganese, significantly enhancing production capacity for electrolytic manganese dioxide and providing immediate profit contributions[18] - The Gabon project increased production capacity, achieving manganese ore sales of 740,000 tons, contributing significantly to the group's revenue[14] - The company plans to actively seek and prudently evaluate quality investment projects that align with its development strategy to further expand its business scale and asset base[18] - The company plans to expand its product chain with lithium manganese oxide, a downstream product of electrolytic manganese dioxide[122] - The company plans to improve its liquidity and capital structure through various financing methods, with a focus on long-term financing to reduce debt ratios and potentially expand its shareholder base[187] Market and Competitive Position - The company emphasized resource optimization and product structure improvement to enhance market competitiveness and value[12] - The company is committed to continuous improvement in production processes to reduce energy consumption and increase efficiency[13] - The company’s management emphasizes market-oriented strategies, continuously adjusting production, sales, and trading strategies based on market dynamics[18] - The company expects continued demand for electrolytic manganese and alloys due to rising steel production in China, despite competitive market pressures[185] Shareholding and Governance - The company has a shareholding structure where Mr. Li Weijian holds 15,000,000 stock options, representing approximately 0.44% of the issued share capital[52] - Mr. Chen Jiqiu holds 9,000,000 stock options, accounting for about 0.26% of the issued share capital[52] - The company has established a share option scheme aimed at incentivizing qualified individuals, including full-time and part-time employees, to contribute to the company[54] - The company’s remuneration policy for directors is designed to provide competitive market salaries to attract and retain talent[47] - The board of directors has undergone changes, with Mr. Wang Chunxin appointed on October 21, 2018, following the resignation of Mr. Mo Shijian on July 21, 2018[44] Compliance and Risk Management - The company maintained compliance with the listing rules regarding continuing connected transactions throughout 2018[84] - The independent non-executive directors confirmed that the continuing connected transactions were conducted on normal commercial terms and in the best interest of shareholders[79] - The auditor, Ernst & Young, provided an unqualified opinion on the company's continuing connected transactions, affirming their compliance with relevant regulations[79] - The company has a non-competition agreement with CITIC Resources, ensuring no direct or indirect competition in related businesses[50] - The company has implemented a strategy to mitigate foreign exchange risks by entering into forward currency contracts for significant procurement agreements[183] Community and Social Responsibility - The company made charitable donations totaling HKD 688,000 during the year, an increase from HKD 304,000 in the previous year[38]