公司名稱: 中國環境資源集團有限公司 (於開曼群島註冊成立之有限公司) 呈交日期: 2025年9月1日 FF301 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8月31日 狀態: 新提交 致：香港交易及結算所有限公司 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) | 01130 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 3,000,000,000 | HKD | | 0.1 | HKD | | 300,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 3,000,000,000 | HKD | | 0.1 | HKD | | ...

Group 1 - The company, China Environmental Resources (01130.HK), announced the signing of a memorandum of understanding regarding potential cooperation in the development of rare earth projects in the People's Republic of China [1] - The memorandum has been extended for an additional three months until November 19, 2025, to allow for further due diligence and negotiation of terms and conditions [1]

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佈之內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公佈全部或任何 部分內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 CHINA ENVIRONMENTAL RESOURCES GROUP LIMITED 中國環境資源集團有限公司 （於開曼群島註冊成立之有限公司） （股份代號：1130） – 1 – 延長就潛在合作與GOLDWIN CENTURY訂立之諒解備忘錄 茲提述中國環境資源集團有限公司（「本公司」）日期為二零二五年二月二十一日之公 佈（「公佈」），內容有關就位於中華人民共和國之稀土項目之業務發展及其他附屬業 務機會之潛在合作訂立之諒解備忘錄。除文義另有所指外，下文所用詞彙與公佈所 界定者具有相同涵義。 誠如公佈所披露，本公司將進行盡職審查，且訂約方同意於諒解備忘錄期間磋商合 作之條款及條件。倘訂約方於諒解備忘錄期間之屆滿日期或之前尚未訂立正式協 議，諒解備忘錄將自動失效。 由於需要額外時間進行盡職審查及磋商合作之條款及條件，訂約方於二零二五年八 月十九日訂立諒解備忘錄之附件，將諒解備忘錄期間延長3個月至二零二五 ...

Group 1 - The company announced the termination of the sale agreement for its wholly-owned subsidiary, First Rank Corporation, due to the buyer's inability to complete the transaction by August 11, 2025 [1] - The company has forfeited a total deposit of HKD 11.8 million as a penalty for breach of the agreement [1] - The board believes that the termination of the sale agreement will not have a significant adverse impact on the company's existing business, operations, and financial condition [1]

董事认为，终止有关出售事项的买卖协议(经该等补充协议补充及修订)不会对本集团的现有业务、营运 及财政状况构成重大不利影响。 智通财经APP讯，中国环境资源(01130)发布公告，有关出售本公司的直接全资附属公司First Rank Corporation的全部股本权益及转让First Rank Corporation结欠的股东贷款的相关事宜。由于买方无法于 2025年8月11日前进行完成，本公司代表律师于2025年8月11日向买方律师送达终止通知，以终止买卖协 议(经补充协议及第二份补充协议(统称"该等补充协议")补充及修订)。本公司已根据买卖协议(经该等补 充协议补充及修订)行使其权利以没收合共1180万港元的按金，绝对作为协定的违约赔偿金。 ...

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佈之內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公佈全部或任何 部分內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 CHINA ENVIRONMENTAL RESOURCES GROUP LIMITED 中國環境資源集團有限公司 （於開曼群島註冊成立之有限公司） （股份代號：1130） 終止 有關出售附屬公司之全部股本權益及 轉讓銷售貸款之 主要交易 茲提述(i)中國環境資源集團有限公司（「本公司」）日期為二零二三年五月十七日之通 函（「通函」），內容有關出售本公司之直接全資附屬公司First Rank Corporation之 全部股本權益及轉讓First Rank Corporation結欠之股東貸款（「出售事項」）；及(ii) 本公司日期為二零二三年十二月五日、二零二四年十二月九日、二零二四年十二月 二十三日及二零二五年一月三日之公佈（「該等公佈」），內容有關延長及延遲出售事 項之完成日期。除文義另有所指外，下文所用詞彙與通函及該等公佈所界定者具有 相同涵義。 誠如本公司日期為二零二五年一月三日之公佈所披露，買 ...

FF301 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 致：香港交易及結算所有限公司 公司名稱: 中國環境資源集團有限公司 (於開曼群島註冊成立之有限公司) 呈交日期: 2025年8月1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) | 01130 | 說明 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 3,000,000,000 | HKD | | 0.1 HKD | | 300,000,000 | | 增加 / 減少 (-) | | | | | | HKD | | | | 本月底結存 | | | 3,000,000,000 | HKD | | 0.1 HKD | | 300,000,000 | 本月底 ...

Financial Performance - The company reported revenue of HKD 29,799,000 for the six months ended December 31, 2024, a decrease of 26.6% compared to HKD 40,558,000 in the same period of 2023[22]. - Gross profit for the same period was HKD 6,411,000, down 30.4% from HKD 9,203,000 year-on-year[22]. - The operating loss narrowed to HKD 15,712,000, compared to a loss of HKD 50,090,000 in the previous year, indicating an improvement in operational efficiency[22]. - The company incurred a net loss attributable to shareholders of HKD 15,188,000, a significant reduction from HKD 46,091,000 in the prior year[23]. - Total comprehensive loss for the period was HKD 19,000,000, compared to HKD 40,301,000 in the same period last year, reflecting a 52.9% improvement[23]. - The company reported a basic and diluted loss per share of HKD 0.03, improving from HKD 0.11 in the same period last year[23]. - The total segment loss for the six months ended December 31, 2024, was HKD (3,902,000), significantly improved from a loss of HKD (41,003,000) in the prior year, indicating a reduction of approximately 90.5%[52]. - Loss for the six months ended December 31, 2024, reduced to approximately HKD 16,554,000, compared to HKD 45,292,000 in 2023[123]. Cash Flow and Liquidity - The company experienced an operating cash outflow of approximately HKD 1,213,000, raising concerns about its ability to continue as a going concern[17]. - The net cash used in operating activities for the six months ended December 31, 2024, was HKD 1,213,000, compared to HKD 12,672,000 for the same period in 2023, indicating an improvement in cash flow[30]. - The board highlighted significant uncertainties regarding the company's ability to continue as a going concern due to ongoing losses and cash flow issues[17]. - The board has implemented measures to improve the group's liquidity and financial condition, ensuring the company can continue operations without significant reduction in operations for the next 12 months[36]. - An executive director has committed to providing sufficient funds to meet the group's financial obligations and operational needs starting from December 31, 2024[36]. Assets and Liabilities - As of December 31, 2024, the total assets amounted to HKD 641,657,000, a decrease from HKD 661,398,000 as of June 30, 2024, representing a decline of approximately 2.99%[25]. - The company reported a total equity of HKD 400,022,000 as of December 31, 2024, down from HKD 419,022,000 as of June 30, 2024, reflecting a decrease of about 4.54%[27]. - The company’s total liabilities as of December 31, 2024, were HKD 541,635,000, compared to HKD 550,000,000 as of June 30, 2024, showing a decrease of approximately 1.52%[27]. - The company’s current liabilities increased to HKD 134,961,000 as of December 31, 2024, from HKD 130,767,000 as of June 30, 2024, marking an increase of about 3.00%[27]. - The company’s inventory as of December 31, 2024, was HKD 31,232,000, up from HKD 29,549,000 as of June 30, 2024, indicating an increase of approximately 5.70%[25]. - The total liabilities related to assets classified as held for sale were HKD 11,042,000, remaining stable compared to HKD 11,041,000 as of June 30, 2024[80]. Business Operations and Strategy - The company is focusing on improving operational strategies and exploring market expansion opportunities to enhance future performance[17]. - The company has decided to exit the metal recycling business in Hong Kong due to increasing procurement difficulties and declining profit margins[103]. - The company is exploring opportunities in countries with robust economies for its metal recycling business[103]. - The company is adopting a more flexible pricing strategy in the automotive sector to adapt to the sluggish consumer market, particularly in the high-end segment[104]. - The company is seeking opportunities to sell BAC Mono supercars in economically vibrant regions such as the Middle East[104]. - The group identified a business development opportunity related to rare earth projects in China and signed a memorandum of understanding for potential collaboration[120]. Shareholder Information - As of December 31, 2024, the total equity held by Mr. Yang Zhi Heng is 105,635,763 shares, representing 21.61% of the issued share capital[138]. - Major shareholder Zhu Ying Wen holds 27,000,000 shares, accounting for 5.52% of the issued share capital[141]. - Far East Holdings Limited owns 59,900,000 shares, which is 12.26% of the issued share capital[141]. - The total equity of Zhang Hui Feng and Gui Si Hai, including personal and company interests, amounts to 62,802,400 shares, representing 12.85% of the issued share capital[141]. - The company has a share option plan approved in November 2015, allowing for the issuance of up to 169,713,811 share options, which is 10% of the issued shares at that time[143]. - The share option plan was updated in December 2020, allowing for an additional 203,653,811 share options, subject to adjustments due to share consolidation[144]. - The company’s management aims to enhance business performance and shareholder value through the share option plan[143]. Compliance and Governance - The company has complied with the corporate governance code, except for the deviation regarding the roles of the Chairman and CEO being held by the same individual[150]. - The audit committee has reviewed the interim report for the six months ending December 31, 2024, which includes unaudited financial performance[153]. - The independent review of the interim financial data was conducted by a reputable accounting firm, ensuring transparency and accuracy[153]. - The company has adopted a standard code for securities trading by directors, and all directors confirmed compliance during the reporting period[152]. Market and Investment Performance - The fair value gain from investment properties was HKD 1,335,000, a recovery from a loss of HKD 11,400,000 in the previous year[22]. - The fair value measurement of biological assets is HKD 182,620,000, while the fair value of investment properties in Hong Kong is HKD 192,855,000[42]. - The fair value of investment properties in China is reported at HKD 48,528,000 as of December 31, 2024[42]. - The market value of investments classified at fair value through profit or loss was approximately HKD 284,000 as of December 31, 2024, significantly down from HKD 5,032,000 as of June 30, 2024[113]. - The company has maintained a prudent approach to securities trading decisions due to the unclear market conditions in Hong Kong[111].

Financial Performance - For the six months ended December 31, 2024, the company reported revenue of HKD 29,799,000, a decrease of 26.8% compared to HKD 40,558,000 in the same period of 2023[4] - The gross profit for the same period was HKD 6,411,000, down 30.4% from HKD 9,203,000 year-on-year[4] - The operating loss narrowed to HKD 15,712,000, significantly improved from a loss of HKD 50,090,000 in the previous year, indicating a reduction of 68.6%[4] - The net loss for the period was HKD 16,554,000, compared to a net loss of HKD 45,292,000 in the prior year, reflecting a 63.5% improvement[4] - The total comprehensive loss for the period was HKD 19,000,000, compared to HKD 40,301,000 in the previous year, indicating a reduction of 52.8%[4] - The total segment loss for the six months ended December 31, 2024, was HKD (3,902,000), significantly improved from HKD (41,003,000) in the previous year[31] - The company reported a basic and diluted loss per share of HKD 0.03, improved from HKD 0.11 in the same period last year[5] - The group’s net asset value decreased to approximately HKD 400,022,000 as of December 31, 2024, from HKD 491,022,000 as of June 30, 2024[94] Cash Flow and Liquidity - For the six months ended December 31, 2024, the company reported a net cash outflow from operating activities of HKD 1,213,000, a significant improvement from HKD 12,672,000 in the same period of 2023[12] - The company has implemented cost-saving measures to improve liquidity and cash flow, ensuring sufficient cash resources for future operational needs[18] - The cash flow forecast indicates that the company will have adequate cash resources to meet its operational funding and financing needs for at least the next twelve months[18] - The company’s cash and cash equivalents at the end of the period were HKD 16,626,000, compared to a negative balance of HKD 2,303,000 in the previous year[12] - The company raised borrowings amounting to HKD 21,080,000, compared to HKD 6,200,000 in the previous year, while repayments of borrowings were HKD 21,407,000, up from HKD 1,363,000[12] - The cash and cash equivalents decreased by HKD 3,647,000, an improvement from a decrease of HKD 7,958,000 in the prior year[12] Assets and Liabilities - The company's total assets decreased to HKD 507,696,000 from HKD 530,631,000, a decline of 4.3%[9] - Current liabilities increased to HKD 134,961,000 from HKD 130,767,000, representing a rise of 3.4%[9] - The group’s total assets as of December 31, 2024, were approximately HKD 642,657,000, down from HKD 661,398,000 as of June 30, 2024[94] - The total liabilities for the segments as of June 30, 2024, were HKD 71,544,000, compared to HKD 69,307,000 as of December 31, 2023[30] - Accounts payable as of December 31, 2024, were HKD 5,174,000, a decrease from HKD 6,448,000 as of June 30, 2024[60] - Other payables and accrued expenses increased to HKD 11,871,000 as of December 31, 2024, from HKD 8,683,000 as of June 30, 2024[60] Revenue Sources - The revenue from external customers for the six months ended December 31, 2024, was HKD 29,799,000, a decrease from HKD 40,558,000 for the same period in 2023[30] - The revenue from the sale of recycled metals was HKD 2,831,000 for the six months ended December 31, 2024[32] - The automotive and automotive parts business generated revenues of approximately HKD 22,507,000 for the six months ended December 31, 2024, down from HKD 30,418,000 in the previous year[73] - Rental income from parking spaces decreased to approximately HKD 1,767,000 for the six months ended December 31, 2024, compared to HKD 1,976,000 in 2023[77] - Loan interest income from lending operations was approximately HKD 191,000 for the six months ended December 31, 2024, up from HKD 109,000 in the same period of 2023[78] Fair Value Measurements - The fair value gain from investment properties was HKD 1,335,000, a recovery from a loss of HKD 11,400,000 in the previous year[4] - The fair value of biological assets was reported at HKD 182,620,000, with total recurring fair value measurements amounting to HKD 375,759,000[22] - The fair value of biological assets increased from HKD 182,620,000 on December 31, 2023, to HKD 190,958,000 on June 30, 2024[27] - The fair value of investment properties in Hong Kong decreased from HKD 192,855,000 to HKD 190,000,000 during the same period[27] - The fair value of industrial land and buildings in Dongguan was approximately HKD 48,528,000 as of December 31, 2024, down from HKD 50,498,000 as of June 30, 2024[70] Corporate Governance and Compliance - The company complied with the corporate governance code, with the exception of the separation of roles between the chairman and CEO[106] - The audit committee reviewed the interim report for the six months ended December 31, 2024, which included unaudited financial performance[109] Strategic Initiatives - The company continues to focus on its core business areas, including the trading of recycled metals and financial services, to enhance its market position[13] - The company plans to exit the Hong Kong metal recycling market and explore opportunities in other countries due to increasing procurement difficulties and rising costs[72] - The group has identified a business development opportunity related to rare earth projects in China and signed a memorandum of understanding for potential collaboration[88] Employment and Staffing - As of December 31, 2024, the group employed 52 staff, an increase from 44 staff as of June 30, 2024[100]

Financial Performance - For the fiscal year ending June 30, 2024, the company reported total revenue of HKD 82,817,000, a decrease from HKD 84,414,000 in the previous year, representing a decline of approximately 1.8%[2] - The gross profit for the year was HKD 17,724,000, an increase from HKD 15,061,000, reflecting a growth of about 17.7%[2] - The company incurred a total loss for the year of HKD 72,084,000, compared to a loss of HKD 35,200,000 in the previous year, indicating a significant increase in losses of approximately 104.5%[2] - The company reported a basic loss per share of HKD 0.16, compared to a restated loss of HKD 0.09 in the previous year[3] - The company reported a loss attributable to shareholders of approximately HKD 67.66 million and an operating cash outflow of about HKD 23.01 million for the year ending June 30, 2024[7] - The total loss for the reporting segments increased significantly to HKD (52,047,000) in 2024 compared to HKD (22,576,000) in 2023, indicating a deterioration in performance[16] - The company reported a net loss of HKD (72,084,000) for the year 2024, compared to a net loss of HKD (35,200,000) in 2023, reflecting a worsening financial position[16] - The company reported other income of HKD 1,925,000 in 2024, significantly lower than HKD 11,538,000 in 2023, indicating a decrease of approximately 83.3%[20] - The company recorded a pre-tax loss of HKD 82,678,000 for the fiscal year 2024, compared to a loss of HKD 40,134,000 in 2023, representing an increase of 106% in losses year-over-year[25] - Basic loss per share for the company was approximately HKD 67,660,000 for 2024, compared to HKD 35,065,000 for 2023, reflecting an increase of 93% in losses per share[27] Revenue Breakdown - Revenue from the sale of recycled metals was HKD 9.82 million, down 43.5% from HKD 17.42 million in the previous year[9] - Revenue from the sale of automobiles and related parts increased to HKD 63.73 million, up 5.9% from HKD 60.28 million in the previous year[9] - Customer contract revenue for the year ending June 30, 2024, was HKD 73.79 million, compared to HKD 79.49 million in the previous year[9] - Rental income for the year was HKD 3.93 million, a slight decrease from HKD 4.24 million in the previous year[9] - Revenue from the automotive and related parts segment was HKD 63,726,000 in 2024, a slight increase from HKD 60,279,000 in 2023[15] - Revenue from the sale of recycled metals was HKD 9,822,000 in 2024, down from HKD 17,417,000 in 2023, indicating a decline of approximately 43.5%[15] - The hotel leasing business generated revenue of approximately HKD 4,784,000, significantly up from HKD 2,184,000 in 2023, reflecting growth in operations since opening in July 2022[58] Assets and Liabilities - The company's total assets decreased to HKD 530,631,000 from HKD 599,802,000, a decline of about 11.5%[5] - Non-current assets decreased to HKD 491,056,000 from HKD 556,785,000, a reduction of about 11.8%[4] - The total equity attributable to the owners of the company decreased to HKD 409,944,000 from HKD 462,980,000, a decline of approximately 11.4%[5] - The company’s current liabilities increased to HKD 119,726,000 from HKD 108,695,000, reflecting an increase of about 10.4%[4] - The total assets for the reporting segments decreased to HKD 637,014,000 in 2024 from HKD 693,096,000 in 2023, a decline of about 8.1%[16] - The total liabilities for the reporting segments slightly decreased to HKD 71,544,000 in 2024 from HKD 71,888,000 in 2023[16] - The company's accounts receivable increased to HKD 28,874,000 in 2024 from HKD 25,339,000 in 2023, marking an increase of 10%[33] - The total assets under biological assets were valued at HKD 190,958,000 as of June 30, 2024, down from HKD 230,481,000 in 2023, representing a decrease of 17%[29] - The group had bank loans amounting to approximately HKD 84.05 million secured against parking spaces valued at approximately HKD 190 million[70] Cash Flow and Financing - Cash and cash equivalents increased significantly to HKD 22,631,000 from HKD 5,531,000, marking a growth of approximately 309.5%[4] - The financing costs rose to HKD (6,801,000) in 2024 from HKD (4,133,000) in 2023, reflecting an increase of approximately 64.7%[16] - The group successfully placed 407,307,622 shares at HKD 0.04 per share to raise funds for debt repayment and improve financial performance[66] - The total amount raised from the placement was approximately HKD 16.3 million, with a net amount of HKD 16.0 million fully utilized by June 30, 2024[68] - The net proceeds were allocated as follows: HKD 5.2 million for repayment of loans, HKD 3.5 million for existing operations in the automotive and metal recycling businesses, HKD 3.0 million for settling accounts payable, and HKD 4.3 million for general working capital[68] Market Conditions and Strategic Outlook - The Hong Kong economy showed moderate growth with real GDP increasing by 2.7% year-on-year in Q1 2024 and 3.3% in Q2 2024, with a forecasted annual growth between 2.5% and 3.5%[59] - Retail sales values continued to decline, and property prices are expected to drop further by 5% in 2024, with unsold residential units reaching a new high in 2023[59] - The company anticipates positive impacts from favorable policies from the Chinese government, including the designation of Hong Kong as one of two financial service cities in China[59] - The company maintains a cautious investment approach, with some investments performing positively and others negatively, reflecting a balanced strategy in a volatile market[56] Corporate Governance and Compliance - The company has complied with corporate governance codes, except for a temporary non-compliance regarding the number of independent non-executive directors, which was rectified by appointing a new director[75] - The audit committee consists of three independent non-executive directors, ensuring compliance with relevant financial management expertise requirements[78] - The group did not purchase, sell, or redeem any of its listed securities during the year[80]