Shuanghua Holdings Limited (於開曼群島註冊成立的有限公司) 股份代號 : 1241 中期報告 2022 Z:\09. IR\00. Out IR Folder\2022\150083 Shuanghua\cover\Shuanghua IR22_FullCover.indd 目錄 | 公司資料 | 2 | | --- | --- | | 管理層討論及分析 | | | 業務回顧 | 4 | | 展望與策略 | 5 | | 財務回顧 | 8 | | 流動資金及財務資源 | 11 | | 資本開支、資本承擔及人力資源 | 12 | | 首次公開招股所得款項用途 | 14 | | 中期股息 | 14 | | 報告期後重大事件 | 14 | | 企業管治及其他資料 | | | 董事及主要行政人員於股份、相關股份及 | | | 債券中之權益及淡倉 | 15 | | 根據證券及期貨條例須予披露之權益及主要股東 | 16 | | 購股權計劃 | 17 | | 購買、出售或贖回本公司之上市證券 | 19 | | 遵守企業管治守則 | 19 | | 遵守標準守則 | 19 | | 競爭及利益衝突 | ...

Financial Performance - For the fiscal year ending December 31, 2021, the automotive parts business generated sales revenue of approximately RMB 226 million, with evaporators, condensers, and compressors contributing approximately RMB 40 million, RMB 21 million, and RMB 145 million respectively[14]. - The supply chain management business, which commenced operations in March 2021, reported revenue of approximately RMB 101 million for the fiscal year ending December 31, 2021[15]. - The company reported a revenue of approximately RMB 32.7 million for the year ended December 31, 2021, a decrease of about RMB 31.1 million or 48.7% compared to RMB 63.8 million in the same period last year[28]. - The company recorded a loss attributable to owners of the company of approximately RMB 18.6 million, an increase of about RMB 13.4 million compared to a loss of RMB 5.2 million in the previous year[17]. - The group's gross profit for the year ended December 31, 2021, was approximately RMB 5.0 million, a decrease of about RMB 4.6 million compared to RMB 9.6 million for the year ended December 31, 2020, with a gross margin of approximately 15.2%[31]. - Other income, gains, and losses for the year ended December 31, 2021, were approximately RMB 4.5 million, a decrease of about RMB 7.5 million from RMB 12.0 million for the year ended December 31, 2020[33]. - The impairment losses on trade receivables, other receivables, and other assets increased to approximately RMB 5.7 million for the year ended December 31, 2021, from RMB 0.6 million for the year ended December 31, 2020[34]. - Selling and distribution costs decreased by approximately 30.0% to about RMB 1.4 million for the year ended December 31, 2021, compared to RMB 2.0 million for the year ended December 31, 2020[35]. - Administrative expenses decreased by approximately 20.5% to about RMB 20.6 million for the year ended December 31, 2021, from RMB 25.9 million for the year ended December 31, 2020[36]. - The group reported a loss attributable to owners of the company of approximately RMB 18.6 million for the year ended December 31, 2021, compared to a loss of RMB 5.2 million for the year ended December 31, 2020[40]. - The net current assets decreased from approximately RMB 134.4 million as of December 31, 2020, to approximately RMB 102.3 million as of December 31, 2021[42]. - Capital expenditures for the year ended December 31, 2021, were approximately RMB 7.3 million, significantly lower than RMB 49.1 million for the year ended December 31, 2020[47]. Business Strategy and Development - The company aims to expand its market share in the Yangtze River Delta region and enhance the influence of the "Shuanghua" brand across various industry sectors[8]. - The company is focusing on integrating resources and optimizing internal personnel structures to develop a high-standard, intelligent, one-stop supply chain service platform[8]. - The company plans to explore new development opportunities and profit growth points through acquisitions, investments, joint ventures, and strategic alliances in areas such as computing services, energy conservation, environmental protection, and innovative technologies[9]. - The company is committed to adjusting its automotive parts business structure to mitigate risks and focus on higher value-added and profitable products[14]. - The company is actively pursuing a diversified business strategy to maximize asset and business efficiency amid a complex international and domestic environment[9]. - The company aims to enhance the reputation of its "Shuanghua" cold chain brand by expanding its supply chain and urban distribution services, particularly in the Yangtze River Delta region[22]. - The company intends to diversify its business by expanding into other potential goods, services, or technology supply chain services through acquisitions, investments, or strategic alliances[26]. - The company is committed to continuously assessing market conditions and adjusting its strategies and business plans to achieve sustainable development[20]. Supply Chain Management - The company has successfully established its supply chain management entity, Shanghai Shuanghua Supply Chain Management Co., Ltd., and obtained the necessary operational certifications for food storage and transportation services[15]. - The company is leveraging its expertise in ventilation and refrigeration systems to enhance its supply chain management services[15]. - The company is focusing on the layout of refrigerated vehicles and special vehicle businesses to create operational synergies and seize opportunities in the cold chain logistics sector[23]. - The company has obtained food operation and road transport operation permits, enabling it to expand its food supply and urban distribution services[22]. Environmental and Social Responsibility - The company is committed to environmental sustainability and promotes green practices within its operations[78][79]. - The company has adopted ESG reporting principles, focusing on materiality, quantification, balance, and consistency in its disclosures[171][172]. - The company actively engages in social welfare activities, contributing to balanced social development[175]. - The company prioritizes high-quality products and services, supply chain management, and employee development as critical factors for sustainable growth[181]. - The company has implemented measures to improve energy efficiency and reduce emissions through technological upgrades in production processes[174]. - The company is committed to continuous improvement in environmental and social performance for the benefit of future generations[175]. - The company generated approximately 3,043,716 kWh of electricity in 2021, a significant increase from 715,520 kWh in 2020, reflecting the operational commencement of its cold storage and cold chain business[193]. - The total greenhouse gas emissions amounted to approximately 303.6 tons of CO2 equivalent, with an emission density of about 92.9 kg CO2 equivalent per ten thousand yuan of revenue[188]. - The wastewater treatment facility has a processing capacity exceeding 100 tons per day, ensuring compliance with water quality standards set by relevant authorities[187]. - The company produced approximately 14.6 tons of solid waste from manufacturing processes, which includes scrap materials and defective products, all managed according to regulatory standards[189]. - The company’s cleaning wastewater discharge is approximately 0.91 tons per day, while the gas inspection wastewater discharge is about 0.73 tons per day[183]. - The particulate matter emission concentration from the welding process is approximately 6.05 mg/m3, which complies with the national air pollution discharge standards[185]. - The company has implemented energy management measures to enhance energy efficiency and reduce consumption in future operations[194]. - The company has established CO2 reduction targets and is promoting low-carbon commuting among employees[188]. - The company’s packaging usage decreased from 35 tons in 2020 to 5 tons in 2021, indicating a significant reduction in packaging material consumption[193]. - The company has engaged a qualified environmental technology firm to monitor pollutant emissions and ensure compliance with local environmental regulations[186]. - The company has set mid to long-term energy-saving and emission reduction targets in response to national energy conservation policies[196]. Corporate Governance - The board of directors includes a mix of executive and independent non-executive members, ensuring diverse governance[92]. - The company has maintained high standards of corporate governance, adhering to all provisions of the Corporate Governance Code during the year[136]. - The board of directors consists of three executive directors, one non-executive director, and three independent non-executive directors, with six board meetings held during the year[137]. - The company has established a nomination committee to identify suitable candidates for the board, ensuring a transparent and formal process for appointing new directors[144]. - The nomination committee held two meetings this year to review the composition of the board and senior management, with full attendance from its members[155]. - The company has a strong management team with over 20 years of experience in accounting, taxation, and auditing[134]. - The management team includes professionals with extensive backgrounds in finance and investment banking, enhancing strategic decision-making capabilities[131]. - The company is committed to transparency and accountability in its operations, as evidenced by its adherence to corporate governance codes[136]. - The board has authorized management to implement corporate strategies and policies, requiring management to report to the board before making decisions or commitments[151]. - The company ensures that all directors comply with the established code of conduct for securities trading[149]. - The chairman and CEO roles are not separated, with Mr. Zheng Ping holding both positions throughout the year[143]. - The board has established a diversity policy aimed at enhancing company performance and optimizing leadership structure, focusing on various diversity categories including gender, age, race, and professional experience[157]. - The board composition includes 3 executive directors, 1 non-executive director, and 3 independent non-executive directors, with a gender distribution of 3 males and 4 females[158]. - The company achieved measurable goals in board diversity, including at least one director with accounting qualifications and at least one director from a different gender[159]. - The remuneration committee held two meetings to review the compensation packages for executive directors and senior management[161]. - The audit committee conducted four meetings to review the company's financial reports and internal control systems, ensuring compliance with applicable accounting standards[162][164]. - The company has implemented a risk management and internal control system, which was reviewed twice a year, confirming its effective operation without significant violations[168]. Employee Relations - As of December 31, 2021, the company employed a total of 66 full-time employees, with a turnover rate of 52.9% for the year[200]. - The company recorded a turnover rate of 20.7% for employees under 30 years old and 22.9% for those aged 30 to 50[200]. - The company emphasizes the importance of employee health and safety as a key component of sustainable development, providing a fair, safe, and healthy working environment[175]. - The company encourages employees to conserve water in factories, offices, and dormitories[197].

Shuanghua Holdings Limited (於開曼群島註冊成立的有限公司) 股份代號 : 1241 中期報告 2021 目錄 | 公司資料 | 2 | | --- | --- | | 管理層討論及分析 | | | 業務回顧 | 4 | | 展望與策略 | 5 | | 財務回顧 | 8 | | 流動資金及財務資源 | 11 | | 資本開支、資本承擔及人力資源 | 12 | | 首次公開招股所得款項用途 | 15 | | 中期股息 | 15 | | 報告期後重大事件 | 15 | | 企業管治及其他資料 | | | 董事及主要行政人員於股份、相關股份及 | | | 債券中之權益及淡倉 | 16 | | 根據證券及期貨條例須予披露之權益及主要股東 | 17 | | 購股權計劃 | 18 | | 購買、出售或贖回本公司之上市證券 | 19 | | 遵守企業管治守則 | 19 | | 遵守標準守則 | 20 | | 競爭及利益衝突 | 20 | | 提名委員會 | 20 | | 董事會多元化政策 | 21 | | 薪酬委員會 | 21 | | 審核委員會 | 21 | | 審閱中期業績 | 22 | | ...

Shuanghua Holdings Limited （於開曼群島註冊成立的有限公司） 2020 年 報 股份代號：1241 Shuanghua Holdings Limited 雙樺控股有限公司 ANNUAL REPORT 2020 年報 目錄 | 公司資料 | 2 | 獨立核數師報告 | 47 | | --- | --- | --- | --- | | 主席報告 | 4 | 綜合損益表 | 52 | | 管理層討論及分析 | 5 | 綜合全面收益表 | 53 | | 董事會報告 | 16 | 綜合財務狀況表 | 54 | | 董事及高級管理層履歷 | 25 | 綜合權益變動表 | 56 | | 企業管治報告 | 28 | 綜合現金流量表 | 57 | | | | 綜合財務資料附註 | 59 | 五年財務概要 120 公司資料 | 公司名稱： | 雙樺控股有限公司 | | --- | --- | | 註冊辦事處： | Conyers Trust Company (Cayman) Limited | | | Cricket Square, Hutchins Drive | | | PO Box 2681, G ...

Financial Performance - For the six months ended June 30, 2020, the company achieved sales revenue of approximately RMB 338 million, representing a year-on-year increase of about 107.4% or RMB 175 million [8]. - The company recorded a loss attributable to owners of the company of approximately RMB 42 million, an improvement of about RMB 38 million compared to a loss of RMB 80 million in the same period last year [10]. - International sales revenue for the six months ended June 30, 2020, was approximately RMB 12 million, significantly impacted by global pandemic and trade disruptions [10]. - The company's revenue for the six months ended June 30, 2020, was approximately RMB 33.8 million, an increase of about RMB 17.5 million or 107.4% compared to RMB 16.3 million in the same period of 2019 [22]. - The gross profit for the six months ended June 30, 2020, was approximately RMB 7.6 million, a significant improvement from a loss of RMB 2.2 million in the same period of 2019 [26]. - The company reported a net loss of RMB 4,233,000, compared to a net loss of RMB 7,988,000 for the same period in 2019, indicating a 47% improvement in loss [85]. - The company incurred a loss before tax of RMB 6,344,000, an improvement from a loss of RMB 8,209,000 in the previous year, reflecting a reduction in losses by 22.7% [80]. - The total comprehensive loss for the period was RMB 5,137,000, compared to a total comprehensive loss of RMB 7,988,000 in the previous year, showing a 36% reduction in comprehensive loss [85]. Sales and Market Strategy - Domestic sales revenue amounted to approximately RMB 326 million, with sales of evaporators, condensers, and compressors contributing approximately RMB 79 million, RMB 72 million, and RMB 162 million respectively [8]. - The company has strengthened cooperation with major distributors in the domestic aftermarket, enhancing promotional efforts to reliable customers with established sales networks [8]. - The company plans to enhance sales efforts in the domestic aftermarket, focusing on collaboration with major dealers and expanding the sales network [16]. - The company has diversified its product line by adding automotive air conditioning compressors since the establishment of Huangshan Shuanghua Donglin Compressor Co., Ltd. in November 2019 [8]. Operational Developments - The company plans to utilize its vacant properties in Shanghai to develop cold storage and cold chain supply businesses, transitioning from traditional manufacturing to cold chain logistics services [11]. - The company has established a partnership with Fuzhou Anda Shengdong Logistics Co., Ltd. to transform part of its vacant properties into a large cold storage area [11]. - The first cold storage area began construction in June 2020 and is expected to be completed around October 2020, with a second cold storage area planned to start construction in December 2020 [17]. - The company recognizes the growing demand for cold chain logistics in China, driven by the rapid development of the e-commerce sector for fresh food [17]. Financial Position and Assets - As of June 30, 2020, the group's net current assets decreased to approximately RMB 167.8 million from RMB 170.8 million as of December 31, 2019 [38]. - The group's cash and cash equivalents as of June 30, 2020, were approximately RMB 141.9 million, down from RMB 154.8 million as of December 31, 2019 [39]. - The company has approximately RMB 10 million of unutilized funds from its IPO, with planned allocations of RMB 2 million for facility upgrades, RMB 3 million for equipment upgrades, and RMB 5 million for general working capital [49]. - The company’s total assets less current liabilities stood at RMB 334,376,000, slightly down from RMB 340,469,000 in the previous year [84]. - The company’s equity attributable to owners of the parent decreased to RMB 329,447,000 from RMB 333,429,000, a decline of 1.2% [84]. Expenses and Cost Management - Sales and distribution costs for the six months ended June 30, 2020, amounted to approximately RMB 2.5 million, an increase of about 92.3% year-on-year, primarily due to increased sales revenue and related transportation costs [31]. - Administrative expenses for the six months ended June 30, 2020, were approximately RMB 13.3 million, a 43.0% increase compared to the same period last year, mainly due to office expenses related to business recovery post-COVID-19 [32]. - The total remuneration for key management personnel decreased to RMB 1,079,000 in the first half of 2020 from RMB 1,189,000 in the same period of 2019, reflecting cost control measures [140]. Governance and Compliance - The company has established a nomination committee to recommend suitable directors and management personnel to enhance corporate strategy [72]. - The board diversity policy was adopted on March 5, 2019, aiming to improve company performance and promote long-term development through diverse board composition [74]. - The company has complied with the corporate governance code, with no significant deviations reported, except for specific provisions regarding the roles of the chairman and CEO [67][68]. - Independent non-executive directors have served for over nine years, and their reappointment will be addressed at the next annual general meeting [69]. Risk Management - The company is currently monitoring foreign exchange risks, particularly from fluctuations in HKD and USD against RMB, but has no intention to hedge these risks at present [46]. - The company has no assets pledged as collateral as of June 30, 2020 [48]. - The company has no collateral for trade receivables or payables as of June 30, 2020, maintaining a risk management strategy focused on credit monitoring [126]. Cash Flow and Investments - The net cash generated from investing activities increased significantly to RMB 18,194,000 in 2020, compared to RMB 10,763,000 in 2019, representing an increase of approximately 69% [87]. - The company reported a net cash inflow of RMB 8,945,000 for the six months ended June 30, 2020, compared to a net inflow of RMB 1,420,000 in the same period of 2019, indicating a significant improvement in cash flow [87]. - The company sold 40% equity in its wholly-owned subsidiary Shanghai Shuanghua Supply Chain Management Co., Ltd. for RMB 1 and unpaid capital of RMB 8 million, to Fuzhou Anda, with payments scheduled for August 31 and September 30, 2020 [44]. Audit and Financial Reporting - The company appointed a new auditor, RSM Hong Kong, after the resignation of Ernst & Young due to a disagreement over audit fees [53]. - The interim financial statements were approved by the board of directors on August 31, 2020 [153]. - The financial department, led by the finance manager, is responsible for determining the fair value measurement policies and procedures for financial instruments [145].

Shuanghua Holdings Limited （於開曼群島註冊成立的有限公司） 股份代號：1241 年 報 2019 目錄 | 公司資料 | 2 | 獨立審計報告 | 49 | | --- | --- | --- | --- | | 主席報告 | 4 | 綜合損益表 | 54 | | 管理層討論及分析 | 6 | 綜合全面收益表 | 55 | | 董事會報告 | 19 | 綜合財務狀況表 | 56 | | 董事及高級管理層履歷 | 28 | 綜合權益變動表 | 58 | | 企業管治報告 | 31 | 綜合現金流量表 | 59 | | | | 財務報表附註 | 61 | 五年財務概要 128 公司資料 | 公司名稱： | 雙樺控股有限公司 | | --- | --- | | 註冊辦事處： | Conyers Trust Company (Cayman) Limited | | | Cricket Square, Hutchins Drive | | | PO Box 2681, Grand Cayman | | | KY-1111, Cayman Islands | | 總部： | 中國 | | | ...

Financial Performance - For the six months ended June 30, 2019, Shuanghua Holdings Limited reported revenue of approximately RMB 16.3 million, a decrease of about 48.9% or RMB 15.6 million compared to the same period last year[8]. - The company recorded a net loss of approximately RMB 8.0 million for the first half of 2019, compared to a net profit of approximately RMB 2.2 million in the same period last year[8]. - The group's revenue for the six months ended June 30, 2019, was approximately RMB 16.3 million, a decrease of about RMB 15.6 million or 48.9% compared to RMB 31.9 million in the same period of 2018[21]. - The total comprehensive loss for the period was RMB 7,988,000, compared to a total comprehensive income of RMB 2,198,000 in 2018[75]. - The company reported a loss before tax of RMB 8,209,000, compared to a profit of RMB 2,702,000 in the previous year[75]. - The group incurred a loss attributable to equity holders of approximately RMB 8.0 million for the six months ended June 30, 2019, compared to a profit of approximately RMB 2.2 million in the same period of 2018[35]. - The group reported a pre-tax loss of RMB 18,517 thousand for the six months ended June 30, 2019, compared to a pre-tax profit of RMB 20,966 thousand in 2018[120]. Sales and Revenue Breakdown - Domestic sales of evaporators amounted to approximately RMB 8.0 million, while condenser sales were about RMB 3.8 million, both affected by the slowdown in China's economic growth[11]. - International sales of evaporators were approximately RMB 2.4 million, with condenser sales at around RMB 0.2 million, impacted by global political uncertainties and market weakness[13]. - Revenue from customers in China was RMB 13,661 thousand, down 48.0% from RMB 26,242 thousand in 2018[108]. - Total customer contract revenue for the six months ended June 30, 2019, was RMB 16,307 thousand, a decrease of 48.9% compared to RMB 31,861 thousand for the same period in 2018[113]. - Revenue from the top three customers accounted for over 10% of total revenue, totaling RMB 9,813 thousand for the six months ended June 30, 2019, compared to RMB 13,617 thousand in 2018[110]. Cost Management and Expenses - The group plans to optimize its cost structure, with labor costs accounting for approximately 9-10% of production costs, and aims to reduce production costs by hiring local employees in Anhui[20]. - Sales and distribution costs decreased by approximately 26.2% due to a decline in sales revenue, leading to reduced personnel and transportation expenses[29]. - Administrative expenses decreased by approximately 7.2% as a result of improved internal management and streamlined personnel costs[30]. - Employee compensation for the six months ended June 30, 2019, was approximately RMB 4.2 million, down from RMB 6.0 million for the same period in 2018[41]. - The group’s employee benefit expenses, excluding directors' remuneration, were RMB 5,199 thousand, down from RMB 6,912 thousand in 2018[120]. Asset and Liability Management - The group's net current assets decreased from approximately RMB 216.5 million as of December 31, 2018, to approximately RMB 208.9 million as of June 30, 2019[36]. - Current assets decreased to RMB 241,114,000 from RMB 257,480,000 at the end of 2018, reflecting a reduction in liquidity[76]. - Current liabilities were reduced to RMB 32,224,000 from RMB 41,026,000, indicating improved short-term financial health[78]. - The company's net assets decreased to RMB 356,819,000 from RMB 364,807,000, showing a decline in overall equity[78]. - The total liabilities measured at amortized cost decreased to RMB 17,910,000 as of June 30, 2019, down from RMB 28,170,000 at the end of 2018, indicating a reduction of 36.6%[150]. Cash Flow and Investments - The net cash used in operating activities for the first half of 2019 was RMB (8,675,000), a decrease from RMB 1,334,000 generated in the same period of 2018, reflecting operational challenges[82]. - The company generated a net cash inflow from investing activities of RMB 10,763,000 in the first half of 2019, compared to a cash outflow of RMB (1,206,000) in the same period of 2018, indicating improved investment performance[82]. - As of June 30, 2019, the company's cash and cash equivalents increased to RMB 111,245,000 from RMB 106,653,000 at the end of June 2018, showing a positive cash flow trend[82]. - Cash and cash equivalents amounted to RMB 111,245,000 as of June 30, 2019, compared to RMB 109,825,000 at the end of 2018, showing a slight increase of 1.3%[135]. Corporate Governance and Management - The company has adopted all provisions of the corporate governance code as per the listing rules, with no known non-compliance during the reporting period[64]. - The board of directors has not established a clear division of roles between the chairman and the CEO, as both roles are held by Mr. Zheng Ping[64]. - The company has established a remuneration committee to oversee the compensation policies for directors and senior management, enhancing corporate governance[71]. - The company has established a nomination committee to recommend suitable directors and management personnel to enhance corporate strategy[68]. - The board diversity policy was approved on March 5, 2019, recognizing diversity as a key factor for improving company performance and long-term development[69]. Future Plans and Strategies - The company plans to implement a turnaround plan that includes optimizing business models, enhancing core technology, and broadening sales channels[14]. - Shuanghua Holdings Limited aims to diversify its business by leasing out vacant properties in Shanghai after relocating its production base to Anhui[15]. - The management believes that the revenue decline is temporary and is committed to expanding business and increasing revenue in the future[9]. - The group is considering expanding sales channels and strengthening sales efforts by potentially hiring more sales engineers during the later stages of new product development[19]. Accounting and Financial Reporting - The company adopted HKFRS 9 and HKFRS 16 effective January 1, 2019, which may have implications for financial reporting and lease accounting[89]. - The adoption of HKFRS 16 resulted in an increase of RMB 65,707 thousand in right-of-use assets[95]. - The group has chosen to separately present right-of-use assets in the statement of financial position[93]. - The new accounting policy for right-of-use assets includes initial direct costs and lease payments made before the commencement date[98]. - The group will reassess the lease term if significant events or circumstances affecting the exercise of renewal options occur[100].

Shuanghua Holdings Limited （於開曼群島註冊成立的有限公司） 股份代號：1241 年報 2018 目錄 | 公司資料 | 2 | 獨立審計報告 | 43 | | --- | --- | --- | --- | | 主席報告 | 4 | 綜合損益表 | 48 | | 管理層討論及分析 | 5 | 綜合全面收益表 | 49 | | 董事會報告 | 13 | 綜合財務狀況表 | 50 | | 董事及高級管理層履歷 | 22 | 綜合權益變動表 | 52 | | 企業管治報告 | 25 | 綜合現金流量表 | 53 | | | | 財務報表附註 | 55 | | | | 五年財務概要 | 122 | 公司資料 | 公司名稱： | 雙樺控股有限公司 | | --- | --- | | 註冊辦事處： | Conyers Trust Company (Cayman) Limited | | | Cricket Square, Hutchins Drive | | | PO Box 2681, Grand Cayman | | | KY-1111, Cayman Islands | | 總部： | ...