Company Overview - The Group's principal operating member company, Guangzhou Mayer, has been engaged in the manufacture of steel pipes and related products for nearly 30 years, establishing itself as a benchmark brand in the stainless steel water pipe industry in China[5]. - Guangzhou Mayer has been operating for nearly 30 years, specializing in the production of steel pipes and related products, establishing itself as a benchmark brand in China's stainless steel pipe industry[7]. - In 2024, Guangzhou Mayer's main operational entity is Guangzhou Mayer Co., Ltd., which includes production facilities, offices, and employee accommodations[7]. Raw Materials and Production - All raw materials for the Group's stainless steel products are sourced from the top five steel suppliers in China, ensuring high quality and reliability[5]. - The company sources all raw materials from five major steel suppliers in China, ensuring high-quality products and services[7]. - Guangzhou Mayer operates production plants, office buildings, staff quarters, canteens, and leisure spaces, indicating a comprehensive operational infrastructure[6]. Innovation and Development - The Group has two subsidiaries focused on the manufacture of nano phase change energy storage materials and the development of new energy storage products, highlighting its commitment to innovation[6]. - The group has two subsidiaries focused on developing nano phase change energy storage materials and new energy storage products, indicating a commitment to innovation[7]. Environmental, Social, and Governance (ESG) Commitment - The ESG report emphasizes the Group's dedication to sustainability and environmental protection, aligning with its operational philosophy of "Harmony, Innovation and Sustainability"[5]. - The ESG report covers four environmental and eight social aspects, reflecting the Group's comprehensive approach to ESG matters[6]. - The Board regularly reviews the performance of ESG-related goals and targets, ensuring accountability and transparency in its operations[3]. - The Group conducts annual materiality assessments to understand stakeholder expectations and concerns regarding ESG issues[3]. - The reporting principles include materiality, quantitative data collection, balance in presenting impacts, and consistency over time, ensuring comprehensive and reliable disclosures[3]. Environmental Impact and Emissions - Key environmental concerns include greenhouse gas emissions, energy consumption, and waste management, which are critical to the company's sustainability efforts[14]. - In 2024, Guangzhou Mayer's nitrogen oxide (NOx) emissions are projected to be 2,979.7 kg, an increase from 2,683.9 kg in 2023, representing a growth of approximately 11.0%[19]. - Sulphur oxide (SOx) emissions are expected to rise to 3.5 kg in 2024 from 3.2 kg in 2023, indicating a growth of about 9.4%[19]. - Suspended particulate matter (PM) emissions are forecasted to increase to 214.3 kg in 2024, up from 193.0 kg in 2023, which is an increase of approximately 11.0%[19]. - Total greenhouse gas (GHG) emissions for 2024 are projected at 2,192,266 kg CO2e, a significant increase from 1,564,708 kg CO2e in 2023, reflecting a rise of about 40.0%[31]. - GHG emissions from Scope 1 are expected to be 578,679 kg CO2e in 2024, up from 525,418 kg CO2e in 2023, marking an increase of approximately 10.1%[31]. - Scope 2 GHG emissions are projected to rise to 1,528,994 kg CO2e in 2024 from 1,020,568 kg CO2e in 2023, representing an increase of about 49.9%[31]. - The GHG intensity for total emissions per tonne of production is expected to be 25 kg CO2e/tonne in 2024, up from 14 kg CO2e/tonne in 2023, indicating an increase of approximately 78.6%[31]. - The company achieved its air emissions reduction targets for NOx, SOx, and PM, with a 5% reduction from the baseline year of 2019[22]. - A new emission reduction target has been set to achieve a 2% reduction by 2029, using 2024 as the baseline year[23]. - Guangzhou Mayer has implemented a Waste Management System to ensure compliance with environmental policies and local regulations regarding waste disposal[27]. - The Group has achieved its GHG emissions reduction target of 5% for Scope 1, Scope 2, and Scope 3 by 2024, using 2019 as the baseline year[34]. - A new emission reduction target has been set to achieve a 2% reduction by 2029, with 2024 as the baseline year[34]. - In 2024, the total amount of hazardous waste produced was 12,074 tons, an increase from 11,300 tons in 2023[37]. - The total amount of non-hazardous waste produced in 2024 was 2,484,106 tons, up from 2,340,554 tons in 2023[37]. - The intensity of non-hazardous waste increased from 20.8 in 2023 to 28.6 in 2024[37]. - Guangzhou Mayer has obtained ISO 50001 energy management system certification, valid from April 24, 2024, to April 23, 2027[36]. - The installation of solar panels is expected to generate an average annual electricity output of 2.3 million kilowatt hours[39]. - The energy management system aims to improve energy balance and reduce carbon dioxide emissions while lowering energy costs[35]. - The Group has set new waste reduction targets to achieve a 2% reduction in both hazardous and non-hazardous waste by 2029, with 2024 as the baseline year[37]. - Guangzhou Mayer has installed a sewage treatment system to treat effluent generated during production, with treated water reused in production[37]. - In 2024, Guangzhou Mayer's total electricity consumption was 3,184,740 KWh, an increase from 2,125,740 KWh in 2023, with total energy consumption rising to 5,534,755 KWh from 4,259,517 KWh[45]. - Water consumption increased to 31,237 cubic meters in 2024, compared to 19,699 cubic meters in 2023, resulting in a water consumption intensity of 0.36 m³ per tonne of product, up from 0.18 m³[45]. - The total packaging materials used decreased to 166,750 kg in 2024 from 254,700 kg in 2023, with an intensity of 1.9 kg per tonne of product, down from 2.3 kg[45]. - The photovoltaic power station's electricity generation decreased by approximately 986,800 KWh compared to the same period last year due to operational interruptions and adverse weather conditions[47]. - During 2024, electricity consumption from Mayer Technology and Mayer Energy Storage accounted for 29% and 18% of the total electricity and water consumption, respectively[47]. - Guangzhou Mayer implemented energy conservation measures, including the installation of LED sensory lights, which help reduce electricity consumption[40]. - The company strictly complied with local environmental laws and regulations, with no significant fines or sanctions reported in 2024[41]. - Water usage during cleaning processes was strictly controlled, leading to substantial savings[40]. - The Group actively promotes waste separation and recycling to minimize environmental impact from non-hazardous waste[40]. - The Energy and Resource Management System was established to enhance resource efficiency and reduce wastage across operations[42]. - In 2024, electricity consumption increased due to the operations of Mayer Technology and Mayer Energy Storage, which accounted for 29% and 18% of total electricity and water consumption respectively[48]. - The photovoltaic power generation capacity decreased by approximately 986,800 kWh compared to the same period last year due to operational interruptions and weather impacts[48]. - The Group has achieved a 5% reduction target in packaging material consumption based on 2019 as the baseline year[50]. - The new resource consumption reduction target is set to achieve a 2% reduction by 2029, with 2024 as the baseline year[51]. - The Group has extended its ISO 14001 environmental management system certification, valid from September 23, 2023, to September 22, 2025[53]. - The Group has implemented a risk management system to address climate change impacts, including physical risks from extreme weather events[56]. - The Group is focused on maintaining compliance with environmental regulations to avoid potential fines and operational disruptions[56]. Employee Welfare and Engagement - Employee welfare, including competitive salaries and a safe working environment, is a focus area for the company to attract and retain talent[12]. - The Group has established a comprehensive training program and competitive remuneration to enhance employee satisfaction and retention[56]. - The Group provides competitive salaries and benefits, adjusting them according to market conditions to attract and retain talent[59]. - Guangzhou Mayer's Labour Union organized a movie viewing activity on March 3, 2024, to enhance employee engagement and cohesion[62]. - The employee turnover rate for males in 2024 was 13%, significantly down from 41% in 2023, while for females it was 8%, down from 17%[58]. - The turnover rate for employees under 30 years old was 36% in 2024, a decrease from 68% in 2023, indicating improved retention among younger staff[58]. - Guangzhou Mayer has implemented various management systems, including the Recruitment Management System and the Remuneration and Benefit Management System, to enhance employee satisfaction and retention[59]. - The Group maintains a commitment to equal employment opportunities, free from discrimination based on various factors, ensuring a diverse and respectful workplace[64]. - No significant violations of employment-related laws were reported in 2024, and the Group complied with relevant local laws and regulations[65]. - In 2024, Guangzhou Mayer reported 4 work-related injuries and 177 lost days due to work injury, resulting in a lost days rate of 0.2%[79]. - The company emphasizes occupational health and safety throughout its production processes to minimize risks to employees and the environment[71]. - Guangzhou Mayer has adopted the Training Management Procedures to ensure employees meet safety and quality requirements[80]. - In 2024, 100% of employees at Guangzhou Mayer received training, maintaining the same percentage as in 2023[85]. - The average training hours per employee increased significantly from 36.2 hours in 2023 to 61.5 hours in 2024[87]. - Training hours for senior management rose from 60.0 hours in 2023 to 75.8 hours in 2024, while general staff training hours increased from 44.8 hours to 76.5 hours[87]. - The percentage of male employees trained remained at 67%, while female employees trained also stayed at 33%[85]. - Guangzhou Mayer implemented a "Rationalization Suggestions/One-Point Course System" to encourage employee participation in management improvements[84]. - The company conducted a five-day lean quality and safety management training in July and November 2023, focusing on equipment cleaning and safety education[84]. - The Human Resources Department developed a 2024 Training Schedule emphasizing system optimization and safety education[84]. Compliance and Legal Matters - The company emphasizes compliance with laws and regulations, fulfilling tax obligations, and maintaining operational compliance as part of its governance strategy[10]. - The company strictly complies with local health and safety laws, with no significant fines or sanctions imposed during 2024[79]. - Guangzhou Mayer strictly complies with laws against child and forced labor, ensuring all new employees sign labor contracts upon hiring[90]. - The Group strictly complies with the Anti-Unfair Competition Law and other local anti-corruption regulations during Year 2024[107]. - No material violations of relevant laws and regulations were reported that significantly impacted health and safety or product responsibility during Year 2024[106]. - During Year 2024, the Group did not record any bribery or corruption charge, indicating a strong compliance with anti-corruption measures[107]. - There were no significant legal violations related to health and safety, advertising, labeling, or privacy rights during Year 2024[108]. - No substantial fines or sanctions were incurred due to non-compliance with relevant laws during Year 2024[108]. Customer Satisfaction and Quality Management - The company has obtained ISO9001 quality management system certification, valid from September 23, 2022, to September 22, 2025[93]. - All product and service complaints in 2024 were resolved promptly, receiving widespread customer praise for professional skills and localized services[95]. - The company has achieved a 10-star After Sales Service Perfection Evaluation System Certificate, valid from January 5, 2024, to January 4, 2025[97]. - Guangzhou Mayer has obtained a five-star after-sales service certification, valid from December 22, 2023, to December 24, 2026[98]. - The Group conducts customer satisfaction surveys at the end of June and December each year, with no complaints about substandard product quality received in 2024[105]. - The Group maintains a complete record of customer requirements and confirms them before acceptance, ensuring all customer feedback is analyzed and addressed[105]. - The technical department quantifies customer requirements into measurable technical parameters to ensure product quality and compliance[100]. - The Group has implemented a comprehensive management system to enhance laboratory quality management levels according to CNAS standards[100]. - The Group's laboratory ensures measurement accuracy and impartiality, adhering to national standards for testing and calibration[100]. - Guangzhou Mayer has established strict confidentiality measures to protect consumer data and privacy, with protocols for timely destruction of relevant information[105]. Community Engagement and Social Responsibility - The Group employed a total of 3 disabled individuals in various positions to support community integration during Year 2024[110]. - Guangzhou Mayer planted 13 species of trees in its production base to enhance environmental protection and reduce CO2 emissions[110]. - The Group provided an anti-corruption education and training project for its directors and staff to raise awareness towards ethical issues in Year 2024[107]. - The Group actively promoted social advancement by enhancing environmental awareness among employees and supporting child development in Year 2024[110]. - The Group organized volunteering activities to enhance employees' environmental protection awareness and community engagement[110]. - The Labour Union held a cultural activity for employees to promote interaction and experience traditional Chinese festival customs[111].

Consolidated total assets 綜合資產總值 795,893 761,873 Reconciliations of reportable segment profit or loss: (cont'd) Revenue from major customers: 主要客戶收益： 截至二零二二年十二月三十一日及二零二一年 六月三十日止六個月期間，概無個別客戶為本 集團之綜合收益總額貢獻超過10%。 簡明綜合財務報表附註 For the six months ended 31 December 2022 截至二零二二年十二月三十一日止六個月 Level 1 inputs: quoted prices (unadjusted) in active markets for identical assets or liabilities that the Group can access at the measurement date. (a) Reconciliation of assets measured at fair value based on level 3: 本集團之政策為於發生事件 ...

Company Overview - The report covers an 18-month period ending on June 30, 2022[1]. - The company is incorporated in the Cayman Islands and listed on the Hong Kong Stock Exchange with stock code 1116[1]. - The company operates through its core subsidiary, Guangzhou Mayer Corporation Limited, located in Mainland China[5]. - The financial year end date was changed from December 31 to June 30, with the current reporting period covering 18 months from January 1, 2021, to June 30, 2022[10]. Financial Performance - For the reporting period, the Group reported consolidated revenue of approximately RMB 902,652,000, representing an increase of 55.3% compared to RMB 581,112,000 for Year 2020[10]. - The gross profit margin decreased to 13.2% from 20.7% in Year 2020[10]. - The Group recorded a loss for the reporting period of approximately RMB 8,819,000, compared to a profit of RMB 20,680,000 for Year 2020[10]. - Loss attributable to owners of the Company for the reporting period was approximately RMB 14,304,000, compared with Year 2020's profit attributable to owners of RMB 15,854,000[10]. - Loss per share for the reporting period was RMB 0.66 cent versus Year 2020's earnings per share of RMB 0.73 cent[10]. - Revenue from the sale of steel products increased primarily due to higher domestic sales of lower profit margin steel pipes and sheets[10]. - Revenue from urban renewal project planning and consulting, which has a much higher profit margin, decreased significantly, resulting in a gross loss for this segment[10]. - Operating expenses increased substantially, leading to a lower profit margin[10]. - Guangzhou Mayer, the core 81.4%-owned subsidiary, recorded profit before tax of approximately RMB 36,464,000, a decrease of 6.7% compared to Year 2020's approximately RMB 39,078,000[10]. - Sales revenue for the Reporting Period was approximately RMB 901,176,000, representing an increase of 67.9% compared to RMB 536,646,000 for Year 2020[11]. - The Group recorded a revenue of RMB 1,476,000 from urban renewal projects planning and consulting services, a significant decrease from RMB 44,466,000 in Year 2020[20]. Corporate Governance - The report outlines corporate governance practices in accordance with the Corporate Governance Code[3]. - The company emphasizes compliance with the Hong Kong Financial Reporting Standards in its financial reporting[5]. - An independent board committee has been established to advise shareholders regarding the terms of the supplemental agreement[26]. - The company has complied with the corporate governance code provisions during the reporting period, with minor deviations addressed[114]. - The Board believes that the resignations of Mr. Xu and Mr. Wang will not have a significant impact on the Company's operations and financial condition[64]. Legal Matters - The company is involved in legal disputes, including claims amounting to HK$ 90,000,000 and HK$ 300,000,000 related to convertible notes and promissory notes issued in May 2011[42]. - The company believes that the claims against it will not have a material impact on its financial position[43]. - Guangzhou Mayer has initiated legal actions to recover RMB 50 million in investments deemed deceitful by former management, with a court ruling requiring two defendants to repay RMB 30 million plus interest[44]. - The Company is considering initiating legal proceedings in the PRC and/or Singapore against former directors Mr. Xu and Mr. Wang to safeguard its legitimate rights and interests[51]. Employee and Management Information - As of June 30, 2022, the Group had a total of 345 employees, a decrease from 355 employees as of December 31, 2020[67]. - Total staff costs for the reporting period were approximately RMB 80,039,000, up from RMB 44,265,000 in 2020, including retirement benefits costs of approximately RMB 9,026,000 compared to RMB 2,035,000 in 2020[67]. - The Group believes that employees are critical to its success and competitiveness, providing continuous learning and training programs to enhance their skills[176]. - The Group's employee compensation policy is determined by a remuneration committee based on merit, qualifications, and capabilities[179]. Market and Economic Conditions - In the first half of 2022, China's GDP growth was only 2.5%, lower than expected, due to COVID-19 outbreaks in cities like Shanghai, which adversely affected the economy[86]. - The company anticipates a gradual economic recovery in China, driven by proactive government policies, which may present opportunities for the steel industry[86]. - The ongoing COVID-19 pandemic has caused delays in property development projects in Zhuhai, affecting the overall operating environment in the region[93]. Strategic Initiatives - The Group plans to expand its business in the Greater Bay Area by identifying more projects with a demand for consulting services[20]. - The Group will focus on urban renewal project planning and consulting to identify strategic land lots and foster business growth in the Greater Bay Area[82]. - The Group aims to improve production yield rates and reduce production costs for carbon steel products while expanding market share and consolidating existing markets[75]. Financial Management - The Group's financing activities resulted in a net cash outflow of approximately RMB 40,621,000 during the Reporting Period, primarily due to the repayment of bank loans[36]. - The Group continues to adhere to prudent treasury policies, including insuring major receivables to mitigate credit risks[35]. - The company has adopted a dividend policy to maintain adequate cash reserves for working capital and future growth, with no pre-determined dividend distribution ratio[144]. Environmental and Social Responsibility - The Group has invested in energy-efficient lighting and equipment to minimize environmental impact and promote better environmental practices[174]. - The Group's commitment to environmental awareness includes enhancing paper recycling to reduce consumption and waste[174]. - The Group maintains strong relationships with strategic suppliers and contractors to achieve higher efficiency and competitive advantage[178]. Share Option Scheme - The Group's share option scheme aims to reward participants who contribute to the Group and enhance the value of the Company for shareholders[189]. - The total number of shares issuable under the Share Option Scheme is 174,800,000 shares, unless shareholders approve a refresh of the 10% limit, with a maximum of 30% of the issued share capital being exercisable[191][197]. - Each participant's maximum entitlement under the Share Option Scheme is limited to 1% of the shares in issue in any 12-month period, or 0.1% and a value of HK$5 million for substantial shareholders or independent non-executive directors[192][198].

Financial Performance - Revenue for the twelve months ended December 31, 2021, was RMB 691,756,000, an increase of 19.1% from RMB 581,112,000 in 2020[7]. - Gross profit for the same period was RMB 94,620,000, down 21.4% from RMB 120,317,000 in 2020[7]. - The company reported a loss for the period of RMB 2,558,000, compared to a profit of RMB 20,680,000 in 2020[8]. - Total comprehensive loss for the period was RMB 1,233,000, a significant decrease from a total comprehensive income of RMB 21,852,000 in 2020[8]. - Total revenue for the reportable segments reached RMB 691,756,000 for the twelve months ended 31 December 2021, an increase from RMB 581,112,000 in 2020, representing a growth of approximately 19.1%[19]. - The Group's consolidated loss for the period was RMB 2,558,000, compared to a profit of RMB 20,680,000 in the previous year[19]. - The gross profit margin decreased to 13.7% from 20.7% in the same period last year, resulting in a loss of approximately RMB 2,558,000 compared to a profit of RMB 20,680,000 in the previous year[58]. - The core subsidiary, Guangzhou Mayer, recorded a profit before tax of approximately RMB 32,086,000, a decrease of 17.9% compared to RMB 39,078,000 in the same period last year[58]. Assets and Liabilities - Non-current assets increased to RMB 271,658,000 as of December 31, 2021, compared to RMB 264,637,000 in 2020[9]. - Current assets rose to RMB 559,330,000, up from RMB 509,950,000 in the previous year[9]. - Total equity attributable to owners of the company decreased to RMB 430,100,000 from RMB 435,030,000 in 2020[10]. - The company’s net current assets increased to RMB 338,885,000, compared to RMB 278,603,000 in 2020[9]. - Total assets of reportable segments increased to RMB 802,334,000 in 2021 from RMB 755,803,000 in 2020, representing a growth of approximately 6.8%[20]. - Consolidated total assets rose to RMB 830,988,000 in 2021, up from RMB 774,587,000 in 2020, indicating an increase of about 7.3%[20]. - Total liabilities of reportable segments increased to RMB 182,941,000 in 2021 compared to RMB 133,075,000 in 2020, reflecting a rise of approximately 37.6%[20]. - Consolidated total liabilities grew to RMB 338,982,000 in 2021, up from RMB 279,488,000 in 2020, marking an increase of around 21.3%[20]. Cash Flow and Financing - For the twelve months ended December 31, 2021, the net cash used in operating activities was RMB (25,392,000), an improvement from RMB (44,585,000) in 2020[12]. - The net cash generated from financing activities was RMB 39,852,000, contrasting with a net cash used of RMB (42,165,000) in 2020[12]. - The company’s cash and cash equivalents were RMB 34,948,000, down from RMB 37,575,000 in 2020[9]. - The Group recorded a net cash outflow of approximately RMB 25,392,000 from operating activities, primarily due to finance costs and depreciation, offset by changes in inventories and receivables[75]. - The net cash outflow from investment activities was approximately RMB 14,026,000, mainly due to the purchase of property, plant, and equipment[79]. Strategic Initiatives - The company is focused on expanding its market presence and exploring potential mergers and acquisitions to drive growth[4]. - New product development and technological advancements are emphasized as part of the company's strategy for future growth[4]. - The Group submitted applications for 9 patents and upgraded production equipment to enhance efficiency and capacity, collaborating with Guangdong University of Technology[60]. - The Group is actively participating in the "Three olds" redevelopment projects in Zhuhai, aiming to expand its consulting services and project coordination efforts in the Greater Bay Area[65]. Governance and Management - The report outlines the company's governance structure and the composition of its various committees[5]. - The company experienced significant changes in its board of directors, including the appointment of Mr. Xiao Libo as CEO on November 9, 2021[4]. - The Company has complied with all code provisions as set out in the Corporate Governance Code during the period, except for temporary deviations related to the Nomination Committee's leadership[121]. - The Audit Committee reviewed the Group's unaudited condensed consolidated interim results for the twelve months ended December 31, 2021, confirming compliance with applicable accounting standards and adequate disclosures[122]. Legal Matters - The Company is contesting a claim of HK$15,500,000 plus legal costs, asserting that the ultimate liability will not materially impact the Group's financial position[83]. - Guangzhou Mayer has filed legal actions to recover RMB50 million from three investment companies, considering these investments as deceitful acts by former management[84]. - The Company is considering civil lawsuits against the ultimate beneficial owner of the defendants due to lack of executable assets for enforcement[84]. - The Company filed an interlocutory injunction application against Mr. Xu and Mr. Wang for breaching their undertaking letters[85]. - The High Court of Hong Kong dismissed the application for interim injunctive relief, stating that the proper forum for the dispute is in the PRC[86]. Shareholder Information - As of December 31, 2021, Harbour Prestige International Limited held 410,000,000 shares, representing approximately 19% of the issued share capital of the Company[114]. - Cheung Ngan is a substantial shareholder with 518,680,000 shares, accounting for 24.04% of the issued share capital[116]. - The Company has a diverse shareholder base with significant holdings concentrated among a few key shareholders[116]. - The interests of substantial shareholders are recorded in the register required under section 336 of the SFO[115].