智通财经APP讯，中科生物(01237)发布公告，于2025年7月30日，根据公司股份奖励计划，发行390万股 公司股份。 ...

中科生物(01237)发布公告，于2025年7月30日，根据公司股份奖励计划，发行390万股公司股份。 ...

FF305 翌日披露報表 (股份發行人 ── 已發行股份或庫存股份變動、股份購回及/或在場内出售庫存股份) 表格類別： 股票 狀態： 新提交 公司名稱： 中科生物控股有限公司 呈交日期： 2025年7月30日 如上市發行人的已發行股份或庫存股份出現變動而須根據《香港聯合交易所有限公司（「香港聯交所」）證券上市規則》(「《主板上市規則》」)第13.25A條 / 《香港聯合交易所有限公司GEM證券 上市規則》(「《GEM上市規則》」)第17.27A條作出披露，必須填妥第一章節 。 | 第一章節 | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | 於香港聯交所上市 | 是 | | | | 證券代號 (如上市) | 01237 | 說明 | | | | | | | | A. 已發行股份或庫存股份變動 | | | | | | | | | | | | 已發行股份（不包括庫存股份）變動 | | | 庫存股份變動 | | | | | 事件 | | 已發行股份（不包括 ...

Core Points - The legal opinion letter is regarding the second extraordinary general meeting of shareholders of Ningxia Zhongke Biotechnology Co., Ltd. in 2025 [1] - The law firm confirms that the meeting's convening, procedures, and voting processes comply with relevant laws and regulations [2][5] Group 1: Meeting Procedures - The company’s board of directors announced the meeting details, including time, location, and voting methods, through the Shanghai Stock Exchange [2][3] - The meeting utilized both on-site and online voting, with specific time slots for shareholders to cast their votes [3] Group 2: Attendance and Qualifications - The meeting was convened by the board of directors, with Mr. Zhu Canti serving as the chairperson [4] - A total of 293 shareholders or their representatives attended the meeting, representing 240,960,322 shares, which is 35.18% of the total voting shares [4] Group 3: Voting Results - The voting process was conducted in accordance with legal and regulatory requirements, with results verified by the law firm [5][6] - The first proposal received 239,566,822 votes in favor, accounting for 99.4216% of the total votes cast [5] - Subsequent proposals also passed with significant majority support, with the highest approval rate being 99.6722% for one of the proposals [6][7] Group 4: Conclusion - The law firm concludes that all aspects of the meeting, including convening, attendance, and voting, were conducted in compliance with applicable laws and the company's articles of association [7]

Financial Performance - Revenue for the year ended December 31, 2024, was RMB 409,620,000, representing a 37.6% increase from RMB 297,530,000 in 2023[11] - Gross profit increased to RMB 49,722,000 in 2024, up from RMB 20,178,000 in 2023, marking a significant improvement in profitability[11] - The company reported a profit of RMB 2,983,000 for the year from continuing operations, compared to a loss of RMB 2,364,000 in 2023[11] - Other revenue rose to RMB 30,177,000 in 2024, compared to RMB 24,775,000 in 2023, indicating growth in additional income streams[11] - Revenue from wooden products rose by 38.1% to RMB407.4 million in 2024, accounting for 99.5% of total revenue[20] - Revenue from renewable energy products decreased by 8.5% to RMB2.2 million in 2024, with a profit of approximately RMB0.2 million[21] - Gross profit increased to approximately RMB49.7 million in 2024, with a gross margin of 12.1%, up from 6.8% in 2023[25] - Other income for the year was RMB30.2 million, an increase from RMB24.8 million in 2023[26] Expenses and Costs - Selling and distribution expenses were RMB 15,257,000, slightly increasing from RMB 14,650,000 in 2023, reflecting ongoing investment in market presence[11] - Administrative expenses increased to RMB 37,558,000 from RMB 31,836,000 in 2023, suggesting higher operational costs[11] - The company experienced a finance cost of RMB 3,860,000, up from RMB 1,359,000 in 2023, indicating increased borrowing costs[11] - Selling and distribution expenses rose to RMB15.3 million in 2024, compared to RMB14.7 million in 2023[32] - Administrative expenses increased to RMB 37.6 million in 2024, primarily due to higher research and development costs[33] - Finance costs were approximately RMB3.9 million in 2024, up from RMB1.4 million in 2023[34] Tax and Financial Ratios - The Group recorded an income tax credit of RMB7.2 million in 2024, compared to an expense of RMB0.5 million in 2023[35] - As of December 31, 2024, the current ratio improved to 3.7:1, up from 3.1:1 in 2023[38] Capital Expenditure and Assets - Total assets increased to RMB1,210.8 million in 2024, up from RMB1,054.7 million in 2023, representing a growth of 14.8%[15] - As of December 31, 2024, the Group had current assets of RMB 765.7 million, up from RMB 515.1 million in 2023, with cash and cash equivalents at RMB 27.2 million[43] - Total capital expenditure for property, plant, and equipment was RMB 11.1 million, significantly higher than RMB 4.1 million in 2023[45] Employee and Governance - The Group employed 252 full-time employees as of December 31, 2024, an increase from 144 in 2023, focusing on enhancing production automation and staff training[48] - The Board consists of two executive Directors and three non-executive Directors, ensuring compliance with the Listing Rules[76] - Independent non-executive Directors represent at least one-third of the Board at all times during the Year[67] - The Board held only two regular meetings during the Year, approving the interim results of 2024 and annual results of 2023[72] - Each executive Director has a service contract for a term of three years commencing from June 15, 2023[84] Corporate Governance - The Company has adopted the corporate governance code as per the Listing Rules and has complied with all applicable provisions during the Year[66] - Independent non-executive Directors provide strong independent views and ensure compliance with financial reporting requirements[82] - The Company has implemented effective internal control procedures to manage risks and enhance transparency[66] - The Board is responsible for major policy decisions, business plans, and risk management systems[67] - The Company has adopted a Nomination Policy for the Nomination Committee to consider and recommend candidates for election as Directors at general meetings[89] Risk Management - The Risk Management Committee comprises all independent non-executive Directors, focusing on evaluating the Group's risk management framework[140] - The Risk Management Committee reviews material risk exposures, including market, credit, and operational risks[142] - The Company has maintained effective risk management and internal control systems, which are reviewed annually[163] Environmental and Social Responsibility - The Group is committed to reducing its carbon footprint and has implemented practices such as duplex printing and efficient paper usage to minimize environmental impact[174][178] - The Group recognizes the importance of employee welfare, providing comprehensive benefits and a safe workplace, with no strikes or workplace fatalities reported during the Year[186] - The Group values customer feedback and conducts market research to understand trends and needs, ensuring quality products and services are offered[188] Dividend Policy - The Group does not recommend the payment of a final dividend for the Year, consistent with the previous year (2023: Nil)[189][192] - The Board's discretion governs the declaration of dividends, considering financial results, operational conditions, and other relevant factors[193][194] - The Company has adopted a Dividend Policy allowing for the declaration and distribution of dividends to shareholders based on financial performance and other factors[197]

Core Viewpoint - The company is undergoing a restructuring process to address financial difficulties, with significant developments in debt financing and creditor meetings scheduled for 2025 [5][6][7]. Financial Data - The first quarter financial report for 2025 has not been audited, and the company has reported non-recurring gains and losses [3][4]. - The company has experienced a net loss of 538.91 million yuan for the fiscal year 2024, with a net loss of 404.67 million yuan after deducting non-recurring gains and losses [12]. Shareholder Information - The company has a significant number of creditors and is in the process of restructuring, with a temporary management team overseeing the proceedings [6][7]. - The company has signed a debt financing agreement with a total amount not exceeding 100 million yuan to support its restructuring efforts [5]. Corporate Governance - The board of directors has approved several resolutions, including the cancellation of the supervisory board and amendments to the company's articles of association [42]. - The board meeting was held in compliance with relevant laws and regulations, with all seven directors present [18][20]. Risk Warnings - The company’s stock has been subject to delisting risk warnings due to the issuance of an audit report with no opinion by the accounting firm [9][10]. - The company is currently in a pre-restructuring phase, and the success of this phase remains uncertain, which could lead to bankruptcy if unsuccessful [11].

Core Viewpoint - Ningxia Zhongke Biotechnology Co., Ltd. (*ST Ningke*) and its actual controller, Yu Jianming, received administrative penalties from the China Securities Regulatory Commission (CSRC) for violations related to information disclosure and financial reporting [1][2][10]. Group 1: Administrative Penalties - The CSRC issued two "Notice of Administrative Penalty" letters to *ST Ningke* and Yu Jianming on October 30, 2024, for suspected violations of information disclosure laws [1][2]. - On April 3, 2025, the CSRC confirmed the administrative penalties, which included a warning and fines totaling 5.5 million yuan for *ST Ningke* and various fines for responsible individuals [20][21][22]. Group 2: Violations Identified - *ST Ningke* was found to have inflated its 2022 revenue by 76.5941 million yuan and profit by 77.222 million yuan, constituting 11.25% and 46.59% of the reported figures, respectively [10]. - The company failed to timely disclose significant debts totaling 108 million yuan and the suspension of its subsidiary's operations, which were deemed major events under securities law [13][14]. Group 3: Responsible Individuals - Yu Jianming, as the actual controller, was found to have organized and directed the financial misreporting, leading to severe penalties [10][21]. - Other key individuals, including Huang Haisu (Chairman), Chen Rui (General Manager), and Dong Chunxiang (CFO), were also held accountable for their roles in the violations [11][14][20]. Group 4: Company Response and Future Actions - Following the penalties, *ST Ningke* has committed to improving compliance and internal controls to prevent future violations, emphasizing the importance of accurate and timely information disclosure [25][30]. - The company has expressed regret over the incident and is taking steps to enhance the understanding of relevant laws and regulations among its personnel [25][30].

Group 1: Company Violations - Ningxia Zhongke Biotechnology Co., Ltd. (*ST Ningke*) reported false records in its 2022 annual report, inflating revenue by 76.5941 million yuan and profit by 77.222 million yuan, which accounted for 11.25% and 46.59% of total revenue and profit respectively [2][3] - The company failed to timely disclose significant debts, with a total borrowing balance of 108 million yuan as of December 9, 2022, representing 11.82% of the audited net assets for 2021, and 64.26 million yuan as of September 14, 2023, representing 10.88% of the audited net assets for 2022 [3][4] - The company provided guarantees without following decision-making procedures and disclosure obligations, signing a pledge contract with Guangdong Nanyue Bank for loans up to 486.9 million yuan without proper disclosure in the 2022 annual report [4][5] Group 2: Responsibility and Disciplinary Actions - The actual controller, Yu Jianming, was found to have organized and directed the financial fraud, leading to the false records in the annual report [6] - Key executives including Huang Haisu (Chairman), Chen Rui (General Manager), and Dong Chunxiang (CFO) were directly responsible for the violations, failing to fulfill their duties and allowing the fraudulent activities to occur [6][7] - The Shanghai Stock Exchange issued public reprimands to the company and involved individuals, including a six-year disqualification for Yu Jianming from holding any positions in listed companies [11][12] Group 3: Company Operations and Financials - As of the latest report, *ST Ningke* had a market capitalization of 3.3 billion yuan [14] - The company's revenue composition for 2024 indicated that 64.0% came from chemical raw materials and chemical products manufacturing, while 35.26% was from bio-based and starch-based new materials [12]

Financial Performance - The total revenue for the year ended December 31, 2024, was RMB 409.62 million, representing a 37.6% increase from RMB 297.53 million in 2023[3]. - Gross profit for the same period was RMB 49.72 million, up from RMB 20.18 million, indicating a significant improvement in profitability[3]. - The net profit for the year was RMB 2.98 million, a turnaround from a net loss of RMB 2.36 million in 2023[3]. - For the year ended December 31, 2024, total revenue from external customers reached RMB 409,620,000, an increase from RMB 297,530,000 in 2023, representing a growth of approximately 37.5%[18][19]. - The revenue from the production and sale of wooden products was RMB 407,382,000 for 2024, compared to RMB 295,084,000 in 2023, indicating a growth of about 37.9%[18][19]. - The company reported a net profit of RMB 2,983,000 for the year ended December 31, 2024, recovering from a net loss of RMB 2,364,000 in 2023[18][19]. - Total revenue for the group increased by 37.7% to RMB 409.6 million in 2024, compared to RMB 297.5 million in 2023[46]. - Gross profit increased to approximately RMB 49.7 million in 2024, with a gross margin of 12.1%, up from RMB 20.2 million and a gross margin of 6.8% in 2023[47]. Assets and Liabilities - The company reported a total current asset value of RMB 758.23 million, an increase from RMB 515.11 million in 2023[5]. - Current liabilities rose to RMB 207.48 million from RMB 165.20 million, reflecting increased operational activities[6]. - The total non-current assets decreased to RMB 452.60 million from RMB 539.63 million, primarily due to depreciation[5]. - The total assets increased to RMB 1,210,828,000 in 2024 from RMB 1,054,741,000 in 2023, reflecting a growth of approximately 14.8%[20]. - The total liabilities rose to RMB 335,972,000 in 2024, up from RMB 182,369,000 in 2023, marking an increase of about 84.5%[20]. - Trade receivables increased to RMB 95,303 thousand in 2024 from RMB 62,181 thousand in 2023, reflecting a growth of approximately 53.3%[35]. - Total trade and other receivables rose to RMB 157,009 thousand in 2024, up from RMB 113,143 thousand in 2023, marking an increase of about 38.8%[35]. - Trade payables surged to RMB 85,309 thousand in 2024, compared to RMB 32,505 thousand in 2023, representing a growth of approximately 162.5%[37]. - The company has bank financing agreements totaling RMB 241,400 thousand in 2024, a significant increase from RMB 111,900 thousand in 2023[39]. Expenses and Costs - Interest expenses on bank loans increased to RMB 3,860,000 in 2024 from RMB 1,331,000 in 2023, indicating a rise of approximately 189.5%[24]. - Employee costs, excluding director remuneration, rose to RMB 29,405,000 in 2024 from RMB 19,692,000 in 2023, representing an increase of about 49.5%[25]. - Administrative expenses increased to RMB 37.6 million in 2024, up from RMB 31.8 million in 2023, primarily due to increased R&D expenditures[51]. - The company reported a foreign exchange loss of RMB 21,822,000 in 2024, compared to a gain of RMB 10,296,000 in 2023[23]. Tax and Other Income - The company's income tax expense for 2024 was RMB (7,184) thousand, compared to RMB 466 thousand in 2023, indicating a significant increase in tax credits or reductions[9]. - Other income rose to RMB 30.2 million in 2024, compared to RMB 24.8 million in 2023, primarily from bank interest and government subsidies[48]. - The company received government subsidies of RMB 423,000 in 2024, a significant decrease from RMB 3,966,000 in 2023[22]. Shareholder Information - The basic earnings per share for the year was RMB 0.03, compared to a loss per share of RMB 0.03 in 2023[4]. - The average number of ordinary shares for calculating basic and diluted earnings per share remained constant at 92,137,051 for both 2024 and 2023[32]. - The board of directors did not recommend a final dividend for the year ending December 31, 2024[67]. Corporate Governance and Compliance - The audit committee reviewed the group's annual performance for the reporting year[65]. - The group has maintained compliance with corporate governance codes, with deviations noted in meeting frequency and information updates to the board[62][63]. - The group has not purchased, sold, or redeemed any listed securities during the reporting year[61]. - There were no significant events occurring after the reporting period[59]. - The group has not granted any share options since the adoption of the share option scheme on June 15, 2012[58]. Market Position and Strategy - The global wooden products industry is experiencing transformative growth driven by increasing demand for sustainable building materials and eco-friendly consumer goods[60]. - The group has a strategic advantage in the bioenergy and wooden products sectors, anticipating further revenue enhancement in the coming years[60]. - The group is well-positioned to capitalize on the shift towards a circular economy, aligning with global decarbonization goals[60].

Revenue Performance - The Group's revenue increased by 4% to RMB186.5 million for the six months ended June 30, 2024, compared to RMB179.4 million in the same period of 2023[7]. - Revenue from the manufacturing and sales of wooden products rose by 4.2% to RMB185.4 million, accounting for 99.4% of total revenue[11]. - Revenue from renewable energy products was RMB1.1 million, representing 0.6% of total revenue, down from RMB1.5 million in 2023[11]. - The Group's revenue from wooden products increased by 4.2% to RMB185.4 million, representing 99.4% of total sales for the Period[14]. - Revenue from the renewable energy business decreased by 31.2% to approximately RMB1.1 million due to reduced demand in the domestic market[15]. - The Group's revenue for the six months ended June 30, 2024, was RMB 186,491,000, an increase from RMB 179,417,000 in the same period of 2023, representing a growth of approximately 6.0%[97]. - Sales of outdoor wooden products amounted to RMB 185,431,000, while sales of renewable energy products were RMB 1,060,000 for the same period[97]. - The revenue from the primary geographical market of Australasia was RMB 135,804,000, contributing significantly to the overall revenue[100]. Profitability and Loss - The gross profit margin decreased to 7.2% in 2024 from 12.1% in 2023, resulting in a gross profit of RMB13.4 million, down from RMB21.7 million[7]. - The Group recorded a loss of approximately RMB1.7 million for the Period, compared to a profit of RMB2.7 million in the previous year[22]. - Loss for the period was RMB 1,715,000, a decline from a profit of RMB 2,733,000 in the same period last year[76]. - The consolidated loss after taxation for the first half of 2024 was RMB 1,715,000, compared to a profit of RMB 2,733,000 in the same period of 2023[108]. - Loss before taxation for the six months ended June 30, 2024, was RMB 8,804,000, compared to RMB 3,052,000 in 2023, indicating a significant increase in losses[120]. Expenses and Costs - Selling and distribution expenses rose by 24.1% to RMB10.8 million, mainly due to increased shipping and other selling expenses[18]. - Administrative expenses decreased to RMB18.0 million, attributed to increased research and development costs and corporate expenses[22]. - Finance costs increased to approximately RMB8.8 million, mainly representing interest payments for bank loans[22]. - The cost of inventories for the six months ended June 30, 2024, was RMB 173,110,000, up from RMB 157,681,000 in 2023, reflecting an increase of 9.8%[121]. - Research and development costs decreased to RMB 960,000 in 2024 from RMB 2,637,000 in 2023, a reduction of 63.6%[121]. Financial Position - As of June 30, 2024, the Group had current assets of RMB475.3 million, with cash and cash equivalents at RMB13.6 million[22]. - Total current liabilities rose to RMB 247,525,000 from RMB 165,199,000, indicating an increase of 49.7%[77]. - Current assets increased to RMB 722,837,000, compared to RMB 515,109,000 at the end of 2023, representing a growth of 40.3%[77]. - Total equity as of June 30, 2024, was RMB 876,674, a slight increase from RMB 872,372 at the end of 2023, reflecting a growth of approximately 0.3%[78]. - The company’s retained profits as of June 30, 2024, were RMB 55,538, compared to RMB 62,752 as of June 30, 2023, indicating a decrease of about 11.5%[80]. Shareholder Information - Mr. Wu Zheyan holds a total of 10,695,407 shares, representing approximately 11.61% of the company's shareholding interest[43]. - Green Seas Capital Limited, wholly owned by Mr. Wu Zheyan, holds 8,992,948 shares, accounting for 9.76% of the total shares[46]. - Hong Kong Cheng Kun Holdings Limited owns 8,472,000 shares, which is 9.19% of the company's total shares[46]. - Hong Kong Guoyuan Group Capital Holdings Limited has a significant holding of 14,035,000 shares, representing 15.23%[46]. - Ms. Han Hong holds 9,965,390 shares, which is approximately 10.82% of the company's shareholding[48]. Corporate Governance and Compliance - The interim financial report is unaudited, with detailed financial statements provided in the report[2]. - The Group has complied with the Corporate Governance Code, except for provisions C.5.1 and D.1.2[61]. - The auditor's report on the financial statements for the year ended December 31, 2023, was unqualified, indicating no significant issues were raised[92]. - The financial statements for the year ended December 31, 2023, have been delivered to the Registrar of Companies as required by law[92]. Market and Economic Environment - The Group's customers remained conservative in purchasing due to global economic instability, impacting overall sales performance[11]. - Global GDP growth is expected to be around 2.8% in 2024 and 2025, with risks tilted to the downside due to geopolitical uncertainties[31]. - The management discussion highlights challenges in the market environment affecting sales strategies and future outlook[7]. Future Outlook and Strategies - The Group's performance in the first half of 2024 shows a positive trend, indicating potential for future growth in both product categories[97]. - Future strategies include exploring new markets and potential acquisitions to drive growth in both segments[102]. - The Group is focusing on expanding its manufacturing capabilities in both wooden and renewable energy products to enhance market presence[102]. Share Option and Award Schemes - The Share Option Scheme allows the Board to grant options to eligible participants, with a maximum of 10% of the total shares issued (100,000,000 shares) post-Global Offering[50]. - The Share Award Scheme permits the issuance of up to 20% of the total issued shares (741,200,400 shares), with a maximum of 2% awarded to any selected individual[54]. - The Group granted 3,900,000 Award Shares to 7 employees, representing approximately 4.23% of the total shares in issue, with a vesting period of 12 months[164]. - The Board resolved not to declare any interim dividend for the Period[61].