致：香港交易及結算所有限公司 公司名稱: 慧源同創科技集團有限公司 股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年7月31日 狀態: 新提交 呈交日期: 2025年8月4日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 01116 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 4,000,000,000 | HKD | | 0.2 | HKD | | 800,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 4,000,000,000 | HKD | | 0.2 | HKD | | 800,000,000 | 本月底法定/註冊 ...

上述变更后，张鸿光先生将继续留任为本公司的公司秘书。 慧源同创科技(01116)发布公告，于本公司终止与SK2Corporate Services(HK)Limited的公司秘书服务安排 后，郭兆文黎剎骑士勋贤(郭勋贤)已不再担任本公司联席公司秘书，自2025年7月28日起生效。 ...

格隆汇8月1日丨慧源同创科技 (01116.HK)公告，郭兆文黎刹骑士勋贤已不再担任公司联席公司秘书， 自2025年7月28日起生效。 ...

智通财经APP讯，慧源同创科技(01116)发布公告，于本公司终止与SK2 Corporate Services (HK) Limited 的公司秘书服务安排后，郭兆文黎剎骑士勋贤(郭勋贤)已不再担任本公司联席公司秘书，自2025年7月 28日起生效。 上述变更后，张鸿光先生将继续留任为本公司的公司秘书。 ...

香港交易及結算所有限公司及香港聯合交易所有限公司（「聯交所」）對本公告的內容 概不負責，對其準確性或完整性亦不發表任何聲明，並明確表示概不就因本公告全 部或任何部分內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 （於開曼群島註冊成立之有限公司） （股份代號：1116） 承董事會命 慧源同創科技集團有限公司 主席兼執行董事 葉仁傑 香港，二零二五年八月一日 於本公告日期，董事會成員包括三名執行董事，即葉仁傑博士（主席）、張雅娜女士 （首席財務總監）及張嘉裕教授；一名非執行董事，即邵家輝先生 BBS，太平紳士 ；以及 三名獨立非執行董事，即劉國雄先生、陸建平先生及杜寧先生。 聯席公司秘書變更 慧源同創科技集團有限公司（「本公司」）董事（「董事」）會（「董事會」）謹此宣佈，於本 公司終止與SK2 Corporate Services (HK) Limited之公司秘書服務安排後，郭兆文黎剎 騎士勳賢（「郭勳賢」）已不再擔任本公司聯席公司秘書，自二零二五年七月二十八日 起生效。 上述變更後，張鴻光先生將繼續留任為本公司之公司秘書。 董事會謹此對郭勳賢於擔任聯席公司秘書期間為本公司所作之寶貴貢獻致以衷心 感謝 ...

Group 1 - The company has established a joint venture with Beijing Huailai Data Center Enterprise to recover waste heat from data centers, aiming to provide heating for local residents and support energy-efficient agricultural practices [1] - The joint venture has achieved significant breakthroughs in carbon reduction research and has pioneered AI-powered waste heat recovery technology, filling a gap in China's waste heat recovery technology [1] - The registered capital of the joint venture is RMB 5 million, with Guangzhou Meiya contributing RMB 3.3 million (66% ownership) and Huailai Enterprise contributing RMB 1.7 million (34% ownership) [1] Group 2 - The company’s waste heat recovery technology has garnered national attention, with multiple provincial governments conducting research at the Huailai Data Center and recognizing the importance of this technology [2] - There is an urgent need to address environmental issues, particularly the cooling and heating challenges faced by the eight major data centers in China [2] - The company's research outcomes are expected to help save significant energy and reduce heating and carbon emission costs, thereby transforming traditional energy usage patterns [1]

Group 1 - Mayer Holdings (01116) is collaborating with multiple institutions, including universities, to develop and apply PCM-related technologies, conducting experimental research to expand the application range of these technologies [1] - The company has signed technical consulting contracts with the Ministry of Agriculture and Rural Affairs for one year and three years, respectively, to provide guidance on the application of PCM technology in China's agricultural sector [1][2] - The Ministry of Agriculture and Rural Affairs plays a crucial role in promoting agricultural modernization and rural development, providing technical support and consulting services for agricultural infrastructure projects [1][2] Group 2 - Under the consulting contracts, the Ministry will assist the company in constructing a "carbon-neutral" digital agricultural industrial park, obtaining relevant data and policies, and applying for government funds [2] - The Ministry will also support the company in conducting experiments and trials for PCM technology applications, collecting data, and promoting the technology's application in facilities agriculture and cold storage chains [2] - The board of directors is optimistic about the prospects of the PCM business and aims to explore new collaboration opportunities to create further value for the company [2]

Financial Performance - Revenue for the six months ended December 31, 2024, was RMB 395,186,000, an increase of 6.8% compared to RMB 370,017,000 for the same period in 2023[10]. - Gross profit decreased to RMB 44,560,000, down 12.9% from RMB 51,119,000 year-over-year[10]. - Loss from operations was RMB 7,854,000, compared to a profit of RMB 1,019,000 in the previous year[10]. - Loss before tax increased to RMB 10,465,000, compared to RMB 3,102,000 in the same period last year[10]. - Loss for the period was RMB 8,989,000, up from RMB 5,125,000 in the prior year[10]. - Basic and diluted loss per share was RMB 0.40, compared to RMB 0.27 for the same period in 2023[10]. - Total comprehensive expense for the period was RMB 11,467,000, compared to RMB 5,167,000 in the previous year[12]. - The company reported a net loss of RMB 8,650,000 for the six months ended December 31, 2024, compared to a loss of RMB 5,863,000 for the same period in 2023, representing an increase in loss of approximately 47.8%[15]. - The total profit of reportable segments for the same period was RMB 6,964,000, down 22.9% from RMB 9,041,000 in 2023[39]. - Consolidated loss for the period was RMB 8,989,000, compared to a loss of RMB 5,125,000 in the previous year, indicating a deterioration in performance[39]. Assets and Liabilities - As of December 31, 2024, total assets less current liabilities amounted to RMB 112,719,000, a decrease from RMB 123,886,000 as of June 30, 2024, reflecting a decline of approximately 9.1%[13]. - The net current assets decreased to RMB 11,870,000 from RMB 23,410,000, indicating a decline of about 49.3%[13]. - Total assets increased to RMB 614,834,000 from RMB 594,576,000, showing a growth of 3.9%[39]. - Total liabilities rose to RMB 502,115,000 from RMB 470,690,000, marking an increase of 6.7%[39]. - The company’s borrowings increased to RMB 145,000,000 as of December 31, 2024, from RMB 100,000,000 as of June 30, 2024, reflecting a rise of 45%[13]. Cash Flow - Cash and cash equivalents at the end of the period were RMB 47,092,000, down from RMB 57,554,000 at the beginning of the period, marking a decrease of about 18.2%[16]. - Net cash used in operating activities was RMB 54,913,000 for the six months ended December 31, 2024, compared to RMB 29,554,000 for the same period in 2023, indicating an increase in cash outflow of approximately 85.6%[16]. Segment Performance - For the six months ended December 31, 2024, revenue from external customers in the service segment was RMB 395,186, an increase from RMB 370,017 for the same period in 2023, representing a growth of approximately 6.8%[32]. - The segment profit for the service segment was RMB 6,964 for the six months ended December 31, 2024, compared to a profit of RMB 9,041 in the same period of 2023, indicating a decrease of approximately 22.9%[32]. - Domestic sales of steel products accounted for RMB 361,429,000, up 8.4% from RMB 333,353,000 in 2023[40]. Administrative and Distribution Costs - The company reported an increase in administrative expenses to RMB 29,990,000, up from RMB 23,848,000 year-over-year[10]. - Distribution costs decreased to RMB 32,304,000 from RMB 38,301,000 in the previous year, reflecting a reduction of 15.6%[10]. Legal and Compliance Issues - Trading in the company's shares was suspended on September 29, 2023, due to the failure to publish the 2023 Annual Results in accordance with the Listing Rules[88]. - The company was unable to publish the 2023 Annual Results by the deadline of September 30, 2023, due to the need for additional time to gather necessary documents and information requested by the auditor[82]. - The Company must publish all outstanding financial results and address any audit modifications as part of the Resumption Guidance[95]. - The Company has until March 28, 2025, to remedy the issues causing the suspension; failure to do so may result in the cancellation of its listing[92]. Strategic Initiatives - The company aims to improve product quality and service, modernize production equipment, and conduct product research and development to enhance competitiveness while controlling operational costs[139]. - Guangzhou Mayer has established a registered non-Hong Kong company in Hong Kong to promote additional sales and liaise with potential customers[138]. - The company entered into a consultancy agreement with Sino Light Investment Advisory Limited to assist in developing its Environmental Technology Business for a term of two years[196]. Market and Industry Context - The PRC's 13th and 14th Five Year Plans emphasize controlling carbon pollution and promoting green building materials, indicating substantial demand for environmental technologies[190][193]. - The company faced challenges in business development due to the pandemic, including delays in property development projects and difficulties for potential buyers to perform site visits[150]. - The industry is expected to stabilize and gradually return to pre-pandemic levels by the second half of 2023, depending on future developments of the pandemic and the global macroeconomic environment[172].

Financial Performance - Revenue for the six months ended December 31, 2023, increased to RMB 370,017,000, up 40.3% from RMB 263,761,000 in the same period of 2022[13] - Gross profit for the same period was RMB 51,119,000, representing a 52.7% increase compared to RMB 33,452,000 in 2022[13] - Loss for the period was RMB 5,125,000, compared to a loss of RMB 1,738,000 in the previous year, indicating a significant decline in profitability[13] - Basic and diluted loss per share was RMB 0.27, compared to RMB 0.15 in the prior year[13] - Other income rose to RMB 12,420,000, a 78.5% increase from RMB 6,944,000 in the same period last year[13] - The company reported a total comprehensive loss of RMB 5,905,000 for the six months ended December 31, 2023, compared to a loss of RMB 5,056,000 in the previous period[18] - The Group reported consolidated revenue of approximately RMB 370,017,000 for the six months ended 31 December 2023, representing an increase of 40.3% compared to RMB 263,761,000 for the previous period[122] - Gross profit margin improved to 13.8% from 12.7% in the previous period[122] - Loss attributable to owners of the Company was approximately RMB 5,863,000, compared to RMB 3,178,000 in the previous period[122] Expenses and Costs - Distribution costs increased to RMB 38,301,000, up 92.5% from RMB 19,957,000 in 2022[13] - Administrative expenses also rose to RMB 23,848,000, compared to RMB 18,446,000 in the previous year, reflecting a 29.2% increase[13] - Finance costs increased to RMB 4,121,000, up from RMB 2,850,000 in the same period last year, marking a 44.6% increase[13] - The cost of inventories sold increased to RMB 318,898,000 from RMB 230,309,000, reflecting a rise of 38.4%[52] Assets and Liabilities - As of December 31, 2023, total assets amounted to RMB 491,296,000, an increase from RMB 454,349,000 as of June 30, 2023, reflecting a growth of approximately 8.1%[16] - Current liabilities increased to RMB 452,491,000 from RMB 392,087,000, representing a rise of about 15.4%[16] - Net current assets decreased to RMB 38,805,000 from RMB 62,262,000, indicating a decline of approximately 37.7%[16] - Borrowings increased significantly to RMB 115,030,000 from RMB 75,000,000, reflecting a rise of approximately 53.4%[16] - The equity attributable to owners of the Company decreased to RMB 68,907,000 from RMB 74,812,000, a decline of about 7.9%[16] Segment Performance - For the six months ended December 31, 2023, total revenue from reportable segments was RMB 370,017,000, an increase from RMB 263,761,000 in the same period of 2022, representing a growth of approximately 40.4%[34] - Segment profit for the steel products segment was RMB 9,083,000, compared to RMB 7,577,000 in the previous year, indicating an increase of about 19.9%[34] - The total assets of reportable segments increased to RMB 509,989,000 as of December 31, 2023, up from RMB 475,416,000 at June 30, 2023, reflecting a growth of approximately 7.3%[35] - Segment liabilities for the steel products segment increased to RMB 229,427,000 as of December 31, 2023, from RMB 187,606,000 at June 30, 2023, representing an increase of approximately 22.3%[35] Government Support and Subsidies - The Group received government subsidies of RMB 5,706,000, significantly up from RMB 1,130,000 in the prior period, indicating a growth of 404.4%[45] Legal and Compliance Issues - The Company was unable to publish its 2023 Annual Results by the deadline of 30 September 2023 due to the need for additional time to gather necessary documents and information requested by the Auditor[85] - Trading in the Company's shares was suspended on 29 September 2023, pending the publication of the 2023 Annual Results[89] - The Auditor raised potential audit issues regarding the 2023 Annual Results, which could affect the accuracy of the financial information recorded in the Group's consolidated financial statements[91] - The Company must comply with all Resumption Guidance and remedy substantive issues causing the trading suspension before trading can resume[94] Management and Governance - The Company had only two independent non-executive directors (INEDs), below the required minimum of three as per Rule 3.10(1) of the Listing Rules[101] - Following the appointment of Mr. Du Ning as an INED on January 26, 2024, the Company fulfilled the Additional Resumption Guidance[102] - The Board now comprises six members, including three INEDs, meeting the minimum requirement[110] - The Audit Committee has three members, complying with the minimum requirement as per Rule 3.21 of the Listing Rules[110] Strategic Focus and Future Plans - The Company is focusing on processing, manufacturing, and selling steel products in China[111] - The Company is developing applications of nano phase change energy storage materials in the agricultural industry in China[111] - The Company plans to improve product quality and service, modernize production equipment, and conduct product research and development to enhance competitiveness[133] - The relaxation of border control measures by the Chinese government starting from 8 January 2023 may positively impact the steel industry[136] Urban Renewal Projects - As of December 31, 2023, the Group had several urban renewal planning and consulting projects in Zhuhai, China, covering an estimated site area of approximately 480 mu[139][143] - The Group's urban renewal projects did not generate any revenue during the period, reflecting stagnant progress and unsatisfactory results in Zhuhai[140][143] - The Target Company, managing the Yuetang Village Redevelopment Project, reported an accumulated profit after tax of approximately RMB 27.49 million, falling short of the target profit level of HK$ 260 million by approximately RMB 189.18 million[149] Environmental Technology Initiatives - The Company is focusing on environmental technology related business, driven by policies in the PRC aimed at reducing carbon pollution and promoting green building materials[180] - The Board believes there will be substantial demand for environmental technologies to lower operational costs and improve service quality in the PRC[180] - A consultancy agreement was signed with Sino Light Investment Advisory Limited to assist in the development of the Environmental Technology Business for a term of two years[182]

Financial Performance - Revenue for the six months ended December 31, 2024, was RMB 395,186,000, an increase of 6.8% from RMB 370,017,000 in the same period of 2023[11]. - Gross profit decreased to RMB 44,560,000, down 12.9% from RMB 51,119,000 year-over-year[11]. - Loss from operations was RMB 7,854,000 compared to a profit of RMB 1,019,000 in the previous year[11]. - Loss before tax increased to RMB 10,465,000, compared to RMB 3,102,000 in the same period last year[11]. - Loss for the period was RMB 8,989,000, up from RMB 5,125,000 in the previous year[11]. - Basic and diluted loss per share was RMB 0.40, compared to RMB 0.27 in the same period of 2023[11]. - Total comprehensive expense for the period was RMB 11,467,000, compared to RMB 5,167,000 in the previous year[13]. - The company reported a loss of RMB 8,650,000 for the six months ended December 31, 2024, compared to a loss of RMB 5,863,000 for the same period in 2023[17]. - The total profit of reportable segments for the same period was RMB 6,964,000, down 23.0% from RMB 9,041,000 in 2023[34]. - Consolidated loss for the period was RMB 8,989,000, compared to a loss of RMB 5,125,000 in the previous year, indicating a deterioration in performance[34]. Assets and Liabilities - As of December 31, 2024, total assets amounted to RMB 513,985,000, an increase of 4.0% from RMB 494,100,000 as of June 30, 2024[14]. - Current liabilities decreased to RMB 502,115,000 from RMB 470,690,000, reflecting a reduction of 6.3%[14]. - The net current assets dropped significantly to RMB 11,870,000, down 49.3% from RMB 23,410,000[14]. - Total equity attributable to owners of the Company decreased to RMB 46,153,000 from RMB 57,281,000, a decline of 19.4%[16]. - The Group's total assets increased to RMB 614,834,000 as of December 31, 2024, from RMB 594,576,000 as of June 30, 2024[34]. - Total liabilities rose to RMB 502,115,000 as of December 31, 2024, compared to RMB 470,690,000 as of June 30, 2024[34]. Cash Flow and Financing - Cash and cash equivalents at the end of the period were RMB 47,092,000, a decrease of 18.0% from RMB 57,554,000 at the beginning of the period[17]. - Net cash used in operating activities was RMB 54,913,000, an increase of 85.5% compared to RMB 29,554,000 in the previous year[17]. - The company received RMB 45,000,000 from new borrowings, down 40.0% from RMB 75,030,000 in the same period last year[17]. Segment Performance - For the six months ended December 31, 2024, revenue from external customers in the urban renewal projects segment was RMB 395,186, an increase from RMB 370,017 in the same period of 2023, representing a growth of approximately 6.8%[33]. - Segment profit for the urban renewal projects segment was RMB 6,964 for the six months ended December 31, 2024, compared to a profit of RMB 9,041 in the same period of 2023, indicating a decline of approximately 22.9%[33]. Legal and Compliance Issues - The Company is taking legal actions regarding the promissory notes due to the inability of Happy Group to achieve the target profit, expecting no repayment until the claim is settled[65]. - The Group's legal actions regarding the disputed sale of Black Crystal are ongoing, with an appeal filed against a court ruling that dismissed their claims[74]. - The Company is currently facing potential audit issues as it has not provided necessary documents requested by the auditor, delaying the publication of the 2023 Annual Results[90]. - The Company must comply with all Resumption Guidance and remedy the substantive issues causing the trading suspension before trading can resume[92]. - The Company is appealing a court judgment regarding the disposal of a 51% equity interest in Hei Jing, with the outcome of the legal action remaining uncertain[73]. Management and Governance - The Company has appointed Mr. Du Ning as an Independent Non-executive Director and a member of the Audit Committee, fulfilling the Additional Resumption Guidance[100]. - The Board now comprises six members, including three Independent Non-executive Directors, meeting the minimum requirement under Rule 3.10(1) of the Listing Rules[104]. - The Audit Committee has three members, thus complying with the requirement under Rule 3.21 of the Listing Rules[106]. - The Company received Further Resumption Guidance to re-comply with Rule 13.92, which requires gender diversity among Board members[107]. - Ms. Zhang Yana was appointed as an Executive Director, achieving compliance with Rule 13.92 by having a Board of seven members, including one female Director[108]. Strategic Initiatives - The Group's primary business activities include investment holding, manufacturing steel pipes and sheets, and providing urban renewal project planning and consulting services[23]. - The Group plans to modernize production equipment and conduct product research and development to enhance competitiveness while controlling operational costs[140]. - The Company is focusing on business operations in processing, manufacturing, and selling steel products in China[119]. - The Company is developing applications of nano phase change energy storage materials in the agricultural industry in China[119]. Environmental and Social Responsibility - The Board noted that environmental protection issues in China are a focus in the 13th and 14th Five Year Plans, aiming to control carbon pollution and promote green building materials[191][194]. - The strengthening policies and enforcement of environmental regulations in China are expected to create substantial demand for environmental technologies[194]. - The Company believes that integrating and applying environmental technologies can lower operational costs and improve service quality[194].