[Company Information](index=2&type=section&id=Company%20Information) This section provides fundamental details about the company's registration and general corporate structure [Company Overview](index=5&type=section&id=Company%20Overview) This section details the company's business operations, corporate structure, and production capacity [Business Overview](index=5&type=section&id=Company%20Overview-Business%20Overview) China Tianrui Cement is one of 12 nationally supported large cement groups, holding market leadership in Henan and Liaoning provinces, leveraging advanced technology, strategic regional layout, and abundant limestone resources for sustainable development - The company is one of 12 nationally supported large cement groups, holding market leadership in Henan and Liaoning provinces[5](index=5&type=chunk) - As of December 31, 2024, all clinker production lines utilize advanced NSP technology with waste heat recovery for cost savings and pollution reduction, with intelligent upgrades achieving partial 'unmanned' operations[5](index=5&type=chunk) - The company is one of the first three Chinese cement companies accepted into the World Business Council for Sustainable Development's Cement Sustainability Initiative (CSI), demonstrating its commitment to environmental protection and sustainable development[8](index=8&type=chunk) [Corporate Structure](index=6&type=section&id=Company%20Overview-Corporate%20Structure) As of December 31, 2024, the company is indirectly held by controlling shareholders Mr. Li Liufa and Ms. Li Fengluan through Tianrui Group, comprising numerous wholly-owned and non-wholly-owned subsidiaries and associates, forming a comprehensive group structure covering cement production, sales, supply chain, and financial services - Controlling shareholders are Mr. Li Liufa and his spouse Ms. Li Fengluan, who indirectly control the company through Tianrui Group Co., Ltd[10](index=10&type=chunk)[11](index=11&type=chunk) - The company owns 36 wholly-owned Chinese subsidiaries, 11 non-wholly-owned Chinese subsidiaries, and 5 associates, indicating a diverse business entity portfolio[10](index=10&type=chunk)[11](index=11&type=chunk)[12](index=12&type=chunk) [Production Facility Distribution and Capacity](index=9&type=section&id=Company%20Overview-Production%20Facility%20Distribution%20and%20Capacity) The Group's production facilities are strategically located in Henan, Liaoning, Tianjin, and Anhui provinces, near limestone resources, end markets, and transportation hubs, maintaining stable annual capacities of approximately **28.4 million tonnes** for clinker, **56.4 million tonnes** for cement, and **30.2 million tonnes** for aggregates as of December 31, 2024 Capacity as of December 31, 2024 | Product Type | Total Annual Capacity (million tonnes) | 2023 Same Period (million tonnes) | Change | | :--- | :--- | :--- | :--- | | Clinker | 28.4 | 28.4 | No Change | | Cement | 56.4 | 56.4 | No Change | | Aggregates | 30.2 | 30.2 | No Change | - The Group's production facilities are primarily distributed across two major regions: Central China (Henan, Anhui) and Northeast China (Liaoning, Tianjin)[13](index=13&type=chunk)[14](index=14&type=chunk) [Financial Highlights](index=10&type=section&id=Financial%20Highlights) This section presents a concise overview of the company's key financial performance and position [Key Financial Data](index=10&type=section&id=Financial%20Highlights-Key%20Financial%20Data) In 2024, the company turned profitable with a net profit attributable to owners of **RMB 279 million**, compared to a loss of **RMB 634 million** in the prior year, despite revenue decreasing from **RMB 7.89 billion** to **RMB 6.12 billion**, primarily due to cost control and other factors, while total assets and liabilities both decreased Annual Financial Summary (As of December 31) | Metric (RMB thousands) | 2024 | 2023 | Year-on-Year Change | | :--- | :--- | :--- | :--- | | **Revenue** | 6,117,025 | 7,888,810 | -22.5% | | **Gross Profit** | 1,346,599 | 1,629,323 | -17.4% | | **Earnings Before Interest, Taxes, Depreciation, and Amortization (EBITDA)** | 2,258,004 | 1,476,495 | +52.9% | | **Profit/(Loss) Attributable to Owners of the Company** | 279,412 | (633,875) | Turned Profitable | | **Basic Earnings Per Share (RMB)** | 0.10 | (0.22) | Turned Profitable | | **Total Assets** | 37,215,106 | 40,573,494 | -8.3% | | **Total Liabilities** | 21,239,599 | 24,787,427 | -14.3% | | **Total Equity** | 15,975,507 | 15,786,067 | +1.2% | [Management Discussion and Analysis](index=11&type=section&id=Management%20Discussion%20and%20Analysis) This section provides an in-depth review of the company's operational performance, financial results, and future outlook [Business Review and Operating Environment](index=11&type=section&id=Management%20Discussion%20and%20Analysis-Business%20Review%20and%20Operating%20Environment) In 2024, the cement industry faced declining demand and intensified competition due to real estate adjustments and slowing infrastructure projects, leading to a **22.5%** decrease in the Group's total revenue, though full-year profitability was restored by stabilizing cement prices in the second half and effective cost control 2024 Key Product Sales Volume and Price Changes | Product | Sales Volume (million tonnes) | Year-on-Year Change | Average Price (RMB/tonne) | Year-on-Year Change | | :--- | :--- | :--- | :--- | :--- | | Cement | 18.6 | -26.2% | 234.9 | -2.8% | | Limestone Aggregates | 37.1 | -14.8% | 33.1 | -4.0% | - Despite declines in both sales volume and price, profit attributable to owners of the company was approximately **RMB 279 million**, turning profitable from a **RMB 634 million** loss in 2023[19](index=19&type=chunk) - Macroeconomically, real estate development investment decreased by **10.6%** year-on-year in 2024, a significant negative factor for cement demand, while national cement output declined by **9.5%** year-on-year, intensifying industry competition[22](index=22&type=chunk)[24](index=24&type=chunk) [Coal Trading Business](index=13&type=section&id=Management%20Discussion%20and%20Analysis-Coal%20Trading%20Business) The Group suspended its coal trading business in October 2024 due to unfavorable market conditions, resulting in approximately **RMB 14.78 billion** in prepayments to suppliers as of year-end, with plans to recover or utilize about **RMB 12.27 billion** by the end of 2025 through various methods - The Group suspended its planned coal trading business in October 2024 due to coal market prices not rising as expected and the risk of losses[29](index=29&type=chunk) - As of December 31, 2024, prepayments to coal suppliers amounted to approximately **RMB 14.78 billion**[29](index=29&type=chunk) Major Prepayment Recovery Plan (Expected by End of 2025) | Method | Amount (RMB millions) | | :--- | :--- | | Purchase coal for self-use | 3,031.7 | | Purchase other raw materials for self-use | 1,275.7 | | Sell coal to related parties | 2,214.8 | | Supplier cash repayment | 5,751.7 | | **Total** | **12,273.9** | [Financial Review](index=15&type=section&id=Management%20Discussion%20and%20Analysis-Financial%20Review) In 2024, the Group's revenue decreased by **22.5%** to **RMB 6.12 billion** due to lower cement and aggregate sales, but a **23.8%** reduction in cost of sales and a **375.7%** surge in other income, primarily from deposit interest and demurrage fees, were key drivers for turning profitable - Revenue decreased by **22.5%** year-on-year to **RMB 6.117 billion**, primarily due to simultaneous reductions in cement sales volume and price[32](index=32&type=chunk) - Cost of sales decreased by **23.8%** year-on-year, mainly due to lower coal and raw material procurement prices, leading to an increase in gross profit margin from **20.7%** to **22.0%**[35](index=35&type=chunk)[36](index=36&type=chunk) - Other income significantly increased by **375.7%** year-on-year to **RMB 1.887 billion**, primarily due to increased interest income from deposits with Tianrui Group and demurrage fees for raw coal supply, serving as a key driver for turning profitable[38](index=38&type=chunk) - Distribution, administrative, and finance expenses all recorded double-digit decreases of **38.3%**, **16.1%**, and **19.9%** respectively, reflecting the company's effective cost control[39](index=39&type=chunk)[40](index=40&type=chunk)[42](index=42&type=chunk) [Financial and Liquidity Position](index=17&type=section&id=Management%20Discussion%20and%20Analysis-Financial%20and%20Liquidity%20Position) As of year-end 2024, the Group's total borrowings significantly decreased by **25.7%** to **RMB 13.80 billion**, improving the debt structure with asset-liability ratio falling from **61.1%** to **57.1%** and net gearing ratio from **79.3%** to **67.2%**, despite a **22.1%** reduction in cash and cash equivalents Key Financial Ratios Change | Ratio | 2024 | 2023 | Change | | :--- | :--- | :--- | :--- | | Asset-Liability Ratio | 57.1% | 61.1% | -4.0 percentage points | | Net Gearing Ratio | 67.2% | 79.3% | -12.2 percentage points | | Current Ratio | 1.4 | 1.5 | -5.8% | | Quick Ratio | 1.3 | 1.4 | -5.5% | - Total borrowings decreased by **25.7%** year-on-year, from **RMB 18.58 billion** to **RMB 13.80 billion**[50](index=50&type=chunk) - Capital expenditure was approximately **RMB 375 million**, a significant decrease from **RMB 639 million** in the prior year[55](index=55&type=chunk) [Auditor's Qualified Opinion and Response](index=19&type=section&id=Management%20Discussion%20and%20Analysis-Auditor%27s%20Qualified%20Opinion%20and%20Response) The auditor issued a qualified opinion due to insufficient evidence regarding the recoverability of approximately **RMB 14.78 billion** in coal trade prepayments, which management believes are recoverable based on long-term supplier relationships and a formulated recovery plan, expecting the issue to be resolved by year-end 2025 - The auditor issued a qualified opinion due to insufficient audit evidence regarding the recoverability of approximately **RMB 14.78 billion** in coal trade prepayments and related interest receivables[60](index=60&type=chunk)[247](index=247&type=chunk)[248](index=248&type=chunk) - Management believes no impairment is needed for prepayments given long-term supplier relationships and the established recovery plan, expecting the qualified opinion matter to be resolved upon execution of the recovery plan by year-end 2025[61](index=61&type=chunk)[62](index=62&type=chunk) [Outlook and Strategies](index=20&type=section&id=Management%20Discussion%20and%20Analysis-Outlook%20and%20Strategies) For 2025, despite an anticipated **5%** decline in cement demand, government fiscal policies and key provincial projects are expected to provide support, while industry supply-side reforms and staggered production should improve supply-demand dynamics, with the Group focusing on cost reduction, high-value products, and smart factory development - Cement demand is projected to decline in 2025, but the decrease is expected to narrow to around **5%**, with increased government fiscal spending and key project investments providing demand support[72](index=72&type=chunk)[73](index=73&type=chunk)[75](index=75&type=chunk) - Industry supply-side reforms, including standardized capacity management and normalized staggered production, are expected to alleviate supply-demand imbalances, with cement prices projected to fluctuate upwards in 2025 and industry profitability anticipated to rebound[77](index=77&type=chunk) - The Group's key priorities for 2025 include: implementing staggered production, refining cost management, expanding high-profit businesses like aggregates and solid waste disposal, advancing smart factory construction, and strengthening customer relationships[77](index=77&type=chunk) [Biographies of Directors and Senior Management](index=23&type=section&id=Biographies%20of%20Directors%20and%20Senior%20Management) This section provides biographical information for the company's directors and senior management team [Directors' Report](index=29&type=section&id=Directors%27%20Report) This section outlines the Group's principal activities, financial performance, and corporate governance matters as reported by the Board of Directors [Principal Activities and Performance](index=29&type=section&id=Directors%27%20Report-Principal%20Activities%20and%20Performance) The Group's principal activities involve limestone quarrying, clinker and cement production and distribution, with detailed performance presented in the consolidated financial statements, and the Board of Directors has not recommended a final dividend for the year ended December 31, 2024 - The Group's principal activities are limestone quarrying, and the production, sale, and distribution of clinker and cement[100](index=100&type=chunk) - The Board of Directors has not recommended the declaration of a final dividend for the year ended December 31, 2024[103](index=103&type=chunk) [Directors' and Major Shareholders' Interests](index=30&type=section&id=Directors%27%20Report-Directors%27%20and%20Major%20Shareholders%27%20Interests) As of December 31, 2024, controlling shareholders Mr. Li Liufa and Ms. Li Fengluan collectively held approximately **53.21%** of the company's shares through controlled corporations, with the report detailing their holdings and confirming compliance with non-competition undertakings Major Shareholders' Shareholding (As of December 31, 2024) | Shareholder Name | Capacity/Nature of Interest | Total Shares | Approximate Percentage of Shareholding (%) | | :--- | :--- | :--- | :--- | | Yu Kuo | Beneficial Owner/Long Position | 1,563,333,822 | 53.21 | | Mr. Li Liufa | Interest of Corporation Controlled by Director/Long Position | 1,563,333,822 | 53.21 | | Ms. Li Fengluan | Interest of Corporation Controlled by Director/Long Position | 1,563,333,822 | 53.21 | | The Export-Import Bank of China | Person with Security Interest over Shares/Long Position | 315,000,000 | 10.72 | | China Huarong Asset Management Co., Ltd. | Interest of Controlled Corporation/Long Position | 470,000,000 | 16.00 | - The independent non-executive directors have reviewed and confirmed the controlling shareholders' compliance with the amended non-competition undertaking deed[128](index=128&type=chunk) [Connected Transactions and Continuing Connected Transactions](index=38&type=section&id=Directors%27%20Report-Connected%20Transactions%20and%20Continuing%20Connected%20Transactions) During the reporting period, the Group engaged in several continuing connected transactions, including purchases from and sales to associates, mutual guarantees with controlling shareholder Tianrui Group, and financial services with Tianrui Finance, all subject to annual caps and auditor review, with the auditor noting that Tianrui Group's guarantee exceeded its annual cap - Key continuing connected transactions include clinker procurement from Ruiping Shilong, mutual guarantees with Tianrui Group, and deposits and financial services with Tianrui Finance[145](index=145&type=chunk)[152](index=152&type=chunk)[155](index=155&type=chunk)[161](index=161&type=chunk) - As of December 31, 2024, the maximum daily balance of guarantees provided by Tianrui Group to the company was **RMB 7.9 billion**, exceeding the **RMB 7 billion** annual cap, which the company deemed beneficial and thus sought exemption from related disclosure requirements[159](index=159&type=chunk) - The auditor issued a qualified opinion letter regarding continuing connected transactions, noting no other material issues except for Tianrui Group's guarantee exceeding the relevant annual cap[172](index=172&type=chunk)[174](index=174&type=chunk) [Advances to Entities](index=45&type=section&id=Directors%27%20Report-Advances%20to%20Entities) As of December 31, 2024, the Group had approximately **RMB 14.78 billion** in prepayments to coal suppliers for a now-suspended coal trading business, directly linked to the management discussion and analysis and the auditor's qualified opinion - As of December 31, 2024, the Group had approximately **RMB 14.78 billion** in prepayments to suppliers for coal procurement for trading purposes[177](index=177&type=chunk) [Corporate Governance Report](index=48&type=section&id=Corporate%20Governance%20Report) This section details the company's adherence to corporate governance principles, including practices, deviations, and internal control measures [Corporate Governance Practices and Deviations](index=48&type=section&id=Corporate%20Governance%20Report-Corporate%20Governance%20Practices%20and%20Deviations) The company largely complied with the Corporate Governance Code but deviated on the separation of Chairman and CEO roles, insufficient independent non-executive directors post-reporting period, and inadequate investor communication channels - The company deviated from Code Provision C.2.1, which requires separation of Chairman and Chief Executive roles, as a new CEO has not yet been appointed, with daily operations managed by the Executive Committee[192](index=192&type=chunk) - Subsequent to the reporting period, due to director resignations, the company failed to meet Listing Rules requirements regarding the minimum number of independent non-executive directors, their proportion on the Board, and the composition of the Audit and Remuneration Committees[193](index=193&type=chunk) [Risk Management and Internal Control](index=53&type=section&id=Corporate%20Governance%20Report-Risk%20Management%20and%20Internal%20Control) The Board is responsible for risk management and internal control, identifying significant issues including improper cash transfers from a subsidiary to the controlling shareholder and failure to timely disclose large prepayments to coal suppliers, for which various remedial measures have been implemented - Internal control deficiencies were identified: cash from subsidiary Henan Shengye was improperly transferred to controlling shareholder Tianrui Group's account, with the balance cleared by year-end, and the company has pledged to prevent similar transactions and implemented remedial measures[212](index=212&type=chunk)[215](index=215&type=chunk)[216](index=216&type=chunk) - The company failed to comply with Listing Rules 13.13 and 13.15 by not timely disclosing significant advances to coal suppliers, and will implement remedial measures such as training, monitoring, and approval processes to prevent recurrence[216](index=216&type=chunk)[217](index=217&type=chunk) [Board Committees](index=56&type=section&id=Corporate%20Governance%20Report-Board%20Committees) The Board operates with Audit, Nomination, and Remuneration Committees, with the Audit Committee, comprising three independent non-executive directors, reviewing financial statements and internal controls, while the Nomination and Remuneration Committees oversee director selection and compensation policies respectively - The Audit Committee comprises three independent non-executive directors, chaired by Mr. Mak Tin Sang, and held seven meetings during the year[219](index=219&type=chunk) - The Nomination Committee has formulated a director nomination policy, with selection criteria including skills, experience, integrity, and contribution to board diversity[220](index=220&type=chunk)[221](index=221&type=chunk) [Material Uncertainty Related to Going Concern](index=61&type=section&id=Corporate%20Governance%20Report-Material%20Uncertainty%20Related%20to%20Going%20Concern) As of year-end 2024, the Group had approximately **RMB 704 million** in overdue borrowings and other financial liabilities, leading to the reclassification of **RMB 878 million** in non-current borrowings to current liabilities, indicating a material uncertainty regarding its going concern ability, despite management's implemented measures and positive cash flow forecasts - As of year-end, the Group had approximately **RMB 704 million** in overdue borrowings and other financial liabilities, constituting a material uncertainty related to going concern[234](index=234&type=chunk) - Management has implemented various measures to address liquidity pressure, including successfully extending some borrowing terms, completing new share placements, and controlling costs and capital expenditures, deeming the preparation of financial statements on a going concern basis appropriate[234](index=234&type=chunk)[235](index=235&type=chunk) [Independent Auditor's Report](index=65&type=section&id=Independent%20Auditor%27s%20Report) This section presents the auditor's opinion on the consolidated financial statements, including any qualifications, material uncertainties, and key audit matters [Qualified Opinion and Basis for Opinion](index=65&type=section&id=Independent%20Auditor%27s%20Report-Qualified%20Opinion%20and%20Basis%20for%20Opinion) The auditor, Zhonghui Anda CPA Limited, issued a qualified opinion on the consolidated financial statements due to insufficient audit evidence regarding the recoverability of significant prepayments (approximately **RMB 14.23 billion** in 2024) and related interest receivables (approximately **RMB 680 million** in 2024) to coal suppliers for a suspended trading business - The auditor issued a qualified opinion on the financial statements[246](index=246&type=chunk) - The basis for the qualified opinion is the inability to obtain sufficient audit evidence regarding the recoverability of prepayments to coal suppliers (approximately **RMB 14.23 billion** in 2024, **RMB 11.20 billion** in 2023) and related interest receivables (approximately **RMB 680 million** in 2024)[247](index=247&type=chunk)[248](index=248&type=chunk) [Material Uncertainty Related to Going Concern](index=66&type=section&id=Independent%20Auditor%27s%20Report-Material%20Uncertainty%20Related%20to%20Going%20Concern) The auditor's report highlights a material uncertainty related to going concern, noting that the Group had approximately **RMB 704 million** in overdue borrowings and other financial liabilities as of year-end, which may cast significant doubt on its ability to continue as a going concern, though this does not modify the audit opinion - The auditor's report includes a 'Material Uncertainty Related to Going Concern' paragraph, indicating that the Group has overdue borrowings that may cast significant doubt on its ability to continue as a going concern[250](index=250&type=chunk) [Key Audit Matters](index=67&type=section&id=Independent%20Auditor%27s%20Report-Key%20Audit%20Matters) Beyond the qualified opinion and going concern uncertainty, the auditor identified the impairment assessment of property, plant and equipment, right-of-use assets, mining rights, and goodwill as a key audit matter due to their material carrying amounts and the significant management judgments and estimates involved, leading to approximately **RMB 537 million** in impairment losses recognized during the year - A key audit matter is the impairment assessment of property, plant and equipment, right-of-use assets, mining rights, and goodwill, due to their material carrying amounts and the significant management judgments involved in their evaluation[252](index=252&type=chunk) - For the year ended December 31, 2024, the Group recognized total impairment losses on related assets of approximately **RMB 537 million**[252](index=252&type=chunk) [Consolidated Financial Statements](index=69&type=section&id=Consolidated%20Financial%20Statements) This section presents the Group's complete set of consolidated financial statements, including the income statement, balance sheet, statement of changes in equity, and cash flow statement [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=70&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the year ended December 31, 2024, the Group reported revenue of **RMB 6.117 billion**, a **22.5%** year-on-year decrease, but achieved a profit for the year of **RMB 214 million** (compared to a **RMB 624 million** loss in the prior year) and a profit attributable to owners of **RMB 279 million**, driven by a significant increase in other income and reduced expenses Consolidated Income Statement Summary | Item (RMB thousands) | 2024 | 2023 | | :--- | :--- | :--- | | Revenue | 6,117,025 | 7,888,810 | | Gross Profit | 1,346,599 | 1,629,323 | | Other Income | 1,886,596 | 396,574 | | Profit/(Loss) Before Tax | 478,701 | (629,819) | | **Profit/(Loss) for the Year** | **214,215** | **(623,524)** | | **Profit/(Loss) Attributable to Owners of the Company** | **279,412** | **(633,875)** | [Consolidated Statement of Financial Position](index=71&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of December 31, 2024, the Group's total assets decreased to **RMB 37.215 billion** from **RMB 40.573 billion** in the prior year, with total liabilities reducing to **RMB 21.240 billion** and total equity slightly increasing to **RMB 15.976 billion**, notably with trade and other receivables of **RMB 20.764 billion** constituting **55.8%** of total assets Consolidated Statement of Financial Position Summary | Item (RMB thousands) | As of December 31, 2024 | As of December 31, 2023 | | :--- | :--- | :--- | | **Total Assets** | **37,215,106** | **40,573,494** | | Current Assets | 25,884,057 | 27,326,926 | | Non-current Assets | 11,331,049 | 13,246,568 | | **Total Liabilities** | **21,239,599** | **24,787,427** | | Current Liabilities | 18,925,006 | 18,814,217 | | Non-current Liabilities | 2,314,593 | 5,973,210 | | **Total Equity** | **15,975,507** | **15,786,067** | [Consolidated Statement of Changes in Equity](index=73&type=section&id=Consolidated%20Statement%20of%20Changes%20in%20Equity) For the year ended December 31, 2024, equity attributable to owners of the company increased from **RMB 15.466 billion** at the beginning of the year to **RMB 15.737 billion** at year-end, primarily due to the **RMB 279 million** profit for the year, partially offset by adjustments for financial guarantees provided to related parties - Equity attributable to owners of the company increased from **RMB 15.466 billion** to **RMB 15.737 billion**, primarily benefiting from the annual profit[266](index=266&type=chunk) [Consolidated Statement of Cash Flows](index=74&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) In 2024, the Group generated **RMB 1.551 billion** in net cash from operating activities, a significant improvement from a net outflow in the prior year, while net cash from investing activities was **RMB 3.086 billion**, and net cash used in financing activities was **RMB 4.896 billion**, resulting in a **RMB 260 million** decrease in cash and cash equivalents to **RMB 915 million** at year-end Consolidated Statement of Cash Flows Summary | Item (RMB thousands) | 2024 | 2023 | | :--- | :--- | :--- | | Net Cash From/(Used in) Operating Activities | 1,550,539 | (4,221,392) | | Net Cash From Investing Activities | 3,085,741 | 1,921,547 | | Net Cash (Used in)/From Financing Activities | (4,896,029) | 2,486,889 | | **Net (Decrease)/Increase in Cash and Cash Equivalents** | **(259,749)** | **187,044** | | Cash and Cash Equivalents at Year-End | 915,092 | 1,174,841 | [Notes to the Consolidated Financial Statements](index=76&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) This section provides detailed explanations of the accounting policies, significant judgments, estimates, and specific line items within the consolidated financial statements [Significant Accounting Policies, Judgments and Estimates](index=76&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements-Significant%20Accounting%20Policies%2C%20Judgments%20and%20Estimates) This section details the basis of preparation, new and revised IFRS applications, and significant accounting policies covering business combinations, goodwill, revenue recognition, leases, financial instruments, taxes, and asset impairment, along with management's critical judgments and estimation uncertainties, particularly regarding going concern and asset impairment assessments - Note 3.1 details material uncertainties related to going concern, indicating overdue borrowings, but directors believe sufficient measures have been taken, allowing for financial statement preparation on a going concern basis[275](index=275&type=chunk)[277](index=277&type=chunk) - Note 4 discloses key assumptions used by management in asset impairment assessments, including cement price growth rates, sales volume growth rates, gross profit margins, and discount rates, which significantly impact impairment results[365](index=365&type=chunk)[366](index=366&type=chunk)[368](index=368&type=chunk) [Segment Information and Key Income Statement Items](index=107&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements-Segment%20Information%20and%20Key%20Income%20Statement%20Items) The Group operates in 'Central China' and 'Northeast China' segments, with Central China's sales revenue declining by **26.6%** in 2024 while Northeast China remained relatively stable, both segments reporting losses, and the notes detailing revenue composition, other income, and key profit or loss items 2024 Segment Performance | Segment | Revenue (RMB thousands) | Segment Loss (RMB thousands) | | :--- | :--- | :--- | | Central China | 4,734,904 | (180,091) | | Northeast China | 1,382,121 | (532,970) | - Note 7 indicates that 'Supplier interest income' (**RMB 685 million**) and 'Tianrui Group interest income' (**RMB 665 million**) within other income were significant components of the year's profit, both related to associated parties or disputed prepayments[377](index=377&type=chunk) [Key Asset and Liability Items](index=119&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements-Key%20Asset%20and%20Liability%20Items) This section details key balance sheet items, including property, plant and equipment with a net book value of **RMB 7.89 billion** and **RMB 463 million** in impairment recognized, goodwill impairment of **RMB 74.34 million**, and trade and other receivables totaling **RMB 20.76 billion**, with prepayments to suppliers of **RMB 15.13 billion** being the largest single asset item and a core focus of the auditor's qualified opinion - Note 17 discloses that property, plant and equipment, right-of-use assets, and mining rights collectively recognized impairment losses of **RMB 463 million** during the year[394](index=394&type=chunk)[397](index=397&type=chunk) - Note 26 details the composition of trade and other receivables, with prepayments to suppliers amounting to **RMB 15.13 billion**, primarily for the suspended coal trading business, forming the core of the auditor's qualified opinion[421](index=421&type=chunk)[423](index=423&type=chunk)[424](index=424&type=chunk) - Note 36 indicates total borrowings of **RMB 11.72 billion**, with **85%** (**RMB 10.04 billion**) being current liabilities due within one year, and some principal repayments being overdue, exacerbating liquidity risk[441](index=441&type=chunk)[442](index=442&type=chunk) [Related Party Disclosures and Financial Instruments](index=145&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements-Related%20Party%20Disclosures%20and%20Financial%20Instruments) The Group engages in significant related party transactions, including borrowings and deposits with associates, and procurement and sales with the controlling shareholder and fellow subsidiaries, with Note 47 specifically detailing cash movements between Henan Shengye and Tianrui Group, while Note 49 analyzes market, credit, and liquidity risks, providing fair value measurements for financial instruments - Note 47 discloses multiple significant transactions with controlling shareholders, associates, and fellow subsidiaries, specifically detailing cash movements between Henan Shengye and Tianrui Group and the recognition of related interest[467](index=467&type=chunk)[468](index=468&type=chunk) - Note 49.2 liquidity risk analysis indicates the Group's total undiscounted cash flows for financial liabilities are approximately **RMB 19.99 billion**, with the vast majority due within one year, posing significant liquidity pressure[493](index=493&type=chunk)[496](index=496&type=chunk) [Events After Reporting Period](index=168&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements-Events%20After%20Reporting%20Period) Subsequent to the reporting period, in January 2025, the Group completed a placement of **145 million** shares at **HKD 0.33** per share, raising net proceeds of approximately **RMB 44.26 million** for working capital supplementation - In January 2025, the Group completed a placement of **145 million** shares, raising net proceeds of approximately **RMB 44.26 million**[515](index=515&type=chunk) [Financial Summary](index=169&type=section&id=Financial%20Summary) This section provides a high-level overview of the Group's financial performance and position over the past five years [Five-Year Financial Data](index=169&type=section&id=Financial%20Summary-Five-Year%20Financial%20Data) The financial summary presents the Group's key performance and financial position over the past five years, showing a three-year consecutive decline in revenue since its 2021 peak, with profitability rebounding in 2024 from a 2023 low, though still significantly below 2020-2022 levels, and total assets decreasing in 2024 after peaking in 2023 Five-Year Consolidated Performance Summary (For the year ended December 31) | Item (RMB thousands) | 2024 | 2023 | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 6,117,025 | 7,888,810 | 11,055,439 | 12,716,775 | 12,170,754 | | Profit/(Loss) Before Tax | 478,701 | (629,819) | 687,886 | 1,453,103 | 2,368,102 | | Profit/(Loss) Attributable to Owners of the Company | 279,412 | (633,875) | 448,690 | 1,200,590 | 1,860,580 | Five-Year Consolidated Financial Position Summary (As of December 31) | Item (RMB thousands) | 2024 | 2023 | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | :--- | :--- | | Total Assets | 37,215,106 | 40,573,494 | 32,343,592 | 32,658,235 | 32,439,501 | | Total Liabilities | 21,239,599 | 24,787,427 | 15,753,498 | 16,589,957 | 17,616,603 | | Total Equity | 15,975,507 | 15,786,067 | 16,590,094 | 16,068,278 | 14,822,898 |

Core Viewpoint - China Tianrui Cement (1252.HK) experienced a significant intraday increase of over 11%, reaching HKD 0.29, following the announcement regarding the lifting of a share freeze on its controlling shareholders [1] Group 1: Shareholder Developments - The controlling shareholder, Yu Kuo, informed that the share freeze order issued by the People's Court of Shenzhen Qianhai Cooperation Zone has been immediately lifted [1] - The frozen shares were held by Li Liufa and Li Fengluan, representing 70% and 30% of the shares respectively, amounting to RMB 1.4 billion and RMB 600 million [1] Group 2: Previous Share Freeze - On July 21, China Tianrui Cement announced it received an execution assistance notice from the People's Court of Shenzhen Qianhai Cooperation Zone, indicating that the shares held by Chairman Li Liufa and Executive Director Li Fengluan were frozen for a period of three years, until July 9, 2028 [1] - During the freeze period, the shares of Tianrui Group could not be transferred or pledged, and the group was prohibited from distributing any dividends or bonuses to Li Liufa and Li Fengluan [1]

Core Viewpoint - China Tianrui Cement (1252.HK) experienced a significant intraday increase of over 11%, reaching HKD 0.29, following the announcement regarding the lifting of a share freeze on its controlling shareholders [1] Group 1: Shareholder Developments - The controlling shareholder, Yu Kuo, informed that the share freeze order issued by the People's Court of Shenzhen Qianhai Cooperation Zone has been immediately lifted [1] - The frozen shares were held by Chairman and Non-Executive Director Li Liufa and Executive Director Li Fengluan, representing 70% and 30% of the shares, respectively, amounting to RMB 1.4 billion and RMB 600 million [1] Group 2: Previous Share Freeze - On July 21, China Tianrui Cement announced it received an execution assistance notice from the People's Court of Shenzhen Qianhai Cooperation Zone, indicating that the shares held by Li Liufa and Li Fengluan were frozen for a period of three years, until July 9, 2028 [1] - During the freeze period, the shares of Tianrui Group could not be transferred or pledged, and the group was prohibited from distributing any dividends or bonuses to Li Liufa and Li Fengluan [1]

Group 1 - The core point of the article is that China Tianrui Cement (01252.HK) announced the immediate lifting of a freezing order on its controlling shareholder's equity, as per a civil ruling from the People's Court of Qianhai Cooperation Zone in Shenzhen, Guangdong Province [1] - The equity of Tianrui Group is held by Mr. Li and Ms. Li, with respective ownership stakes of 70% and 30%, corresponding to capital amounts of RMB 1.4 billion and RMB 600 million [1]

Group 1 - The core point of the article is that China Tianrui Cement has received notification from its controlling shareholder, Yukuo, that the freezing order on Tianrui Group's equity has been lifted by the People's Court of Qianhai Cooperation Zone in Shenzhen, Guangdong Province [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 生或因依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的有限公司 ) (股份代號：1252) 本公司股東及投資者於買賣本公司證券時務請審慎行事。 承董事會命 中國天瑞集團水泥有限公司 主席 李留法 – 1 – 香港，二零二五年七月二十九日 於本公告日期，董事會成員包括執行董事，李鳳孌女士、丁基峰先生、李江銘先生及金明 杰先生；主席兼非執行董事，李留法先生；以及獨立非執行董事，孔祥忠先生及麥天生先 生。 內幕消息 本公告由中國天瑞集團水泥有限公司（「本公司」）根據香港聯合交易所有限公司證券上市 規則第 13.09 條及香港法例第 571 章證券及期貨條例第 XIVA 部項下的內幕消息條文作 出。 茲提述本公司日期為二零二五年七月二十日的公告（「該公告」），內容有關天瑞集團股本 被凍結的事宜。除另有界定者外，本公告所用詞彙與該公告所界定者具有相同涵義。 有關股本凍結的最新情況 本公司獲本公司控股股東煜闊告知，根據廣東省深圳前海合作區人民法 ...

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 內容而產生或因依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的有限公司) (股份代號：1252) 根據上市規則第 13.13 及 13.15 條作出披露 本公告由中國天瑞集團水泥有限公司（「本公司」，連同其附屬公司統稱「本集團」）根 據香港聯合交易所有限公司證券上市規則（「上市規則」）第 13.13 及 13.15 條作出。 2 框架採購協議為本集團與煤炭供應商於二零二一年及二零二二年就採購煤炭供本集團 自用而訂立的若干採購協議的補充協議。於二零二四年及二零二五年，本集團與煤炭 供應商訂立進一步補充協議，主要為（其中包括）(i)延長框架採購協議的期限及(ii)記 錄與煤炭供應商協定的收回╱使用預付款項的安排。 根據框架採購協議，本集團須根據本集團每月提供的採購計劃（載列自用及作煤炭貿 易用途的採購量）提供不少於六個月的煤炭採購預付款項。如本公司截至二零二三年 十二月三十一日止財政年度的年報（「二零二三年年報」）所披露，本公司於截至二零 二三年 ...

Core Viewpoint - China Tianrui Group Cement Company Limited has announced that its major shareholder, Yu Kuo Limited, has informed the company about a court order freezing the shares of Tianrui Group, which may impact the ownership structure but is not expected to affect the company's operations significantly [1][2] Group 1: Shareholding and Freezing Details - Tianrui Group's 70% shareholding held by Li Liufa, valued at RMB 1.4 billion, and the 30% shareholding held by his spouse Li Fengluan, valued at RMB 600 million, have been frozen for three years from July 10, 2025, to July 9, 2028 [1] - During the freezing period, Tianrui Group's shares cannot be transferred or pledged, and no dividends or bonuses can be distributed to Li Liufa and Li Fengluan [1] Group 2: Company Operations and Impact - The company believes that the freezing is related to a civil dispute involving third parties and is not expected to have a significant impact on its main business or normal operations [2] - As of the announcement date, the company continues to operate normally and maintains its corporate governance and daily management [2]

公告由中國天瑞集團水泥有限公司（「本公司」）根據香港聯合交易所有限公司證券上市規 則第 13.09 條及香港法例第 571 章證券及期貨條例第 XIVA 部項下的內幕消息條文作出。 本公司近日獲本公司控股股東煜闊有限公司（「煜闊」）告知，天瑞集團有限公司（「天瑞 集團」）已收到廣東省深圳前海合作區人民法院發出的協助執行通知書，內容有關天瑞集 團的股本（分別由李留法先生（「李先生」）持有 70%及其配偶李鳳孌女士（「李女士」） 持有 30%）被凍結（「該凍結」），有關詳情如下： 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 生或因依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的有限公司 ) (股份代號：1252) 内幕消息 對本公司的影響 本公司認為該凍結乃涉及第三方與相關人士／實體之間的民事糾紛，與本公司無關，故不 會對本公司主營業務造成重大影響，亦不會影響本公司的正常運營、企業管治及日常管 理。於本公告日期，本公司維持正常運營。 本公司董事（「董事」）會將繼續密切關注有關凍結 ...

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依 賴該等內容而引致的任何損失承擔任何責任。 CHINA TIANRUI GROUP CEMENT COMPANY LIMITED 中國天瑞集團水泥有限公司 （於開曼群島註冊成立的有限公司) 煜闊由卡萊斯有限公司全資擁有，而卡萊斯有限公司則由天瑞（國際）控股有限公司全資擁有， 而天瑞（國際）控股有限公司則由天瑞集團股份有限公司全資擁有。天瑞集團股份有限公司由 李留法先生（董事会主席兼非执行董事）及李鳳孌女士（李留法先生的配偶及執行董事）分別 擁有70%及30%權益。李留法先生、李鳳孌女士、天瑞集團股份有限公司、天瑞（國際）控股 有限公司及卡萊斯有限公司分別被視為于煜闊所持股份中擁有權益。 1 根據本公司所掌握的資訊以及董事會所瞭解的情況，於本公告刊發之日，本公司一直保持足夠 的公眾持股量。 本公司股東及潛在投資者於買賣股份時務請審慎行事。 承董事會命 中國天瑞集團水泥有限公司 (股份代號: 1252) 自願公告 控股股東增持股份 本公告由中國天瑞集 ...