香港联交所最新资料显示，7月31日，Carosse Limited减持中国天瑞水泥(01252)7374.7万股，每股作价 0.268港元，总金额约为1976.4196万港元。减持后最新持股数目为16.46亿股，最新持股比例为53.39%。 本交易涉及其他关联方：Tianrui(International)Holding Company Limited；Tianrui Group Company Limited；Yu Kuo Company Limited；李留法；李凤娈。 ...

Core Viewpoint - Carosse Limited has reduced its stake in Tianrui Cement (01252) by selling 73.747 million shares at a price of HKD 0.268 per share, totaling approximately HKD 19.764196 million, resulting in a new holding of 1.646 billion shares, representing 53.39% ownership [1] Group 1 - The share reduction occurred on July 31 [1] - The total amount raised from the share sale was approximately HKD 19.764196 million [1] - After the transaction, Carosse Limited's remaining shares in Tianrui Cement are 1.646 billion, which is 53.39% of the total shares [1] Group 2 - The transaction involved other related parties, including Tianrui (International) Holding Company Limited, Tianrui Group Company Limited, Yu Kuo Company Limited, Li Liufa, and Li Fengluan [1]

中國天瑞集團水泥有限公司 CHINA TIANRUI GROUP CEMENT COMPANY LIMITED (於開曼群島註冊成立的有限公司) 股份代號：1252 環境、社會及管治報告 | 1. 關於本報告 | | --- | | 2. 董事會聲明. | | 3. 主席致辭 | | 4. 可持續發展續效市點 * | | 5. 完善企業治理,堅持合規運營 . | | 5.1 企業管治 | | 5.2ESG管治来博 | | 5.3 特份者:満通 | | 5.4 ESG重要性範疇評估 · | | 5.5可持續發展核心價值 | | 5.6支持聯合國可持續發展目標 . | | 5.7 穩健經營 | | 5.8ESG風險管理 | | 5.9ESG機遇把握 | | 6. 深化綠色發展,守護自然資源 . | | 6.1環境管理 | | 6.2低碳生產 | | 6.3 瓷源使用 … | | 6.4排放管理 | | 6.5應對氣候變化 | | 6.6綠色礦山 . | | 6.7 智慧礦山建設 | | 6.8綠色文化建設 | | 7. 秉持以人為本, 攜手共謀發展 . | | --- | | 7.1員工僱傭 | | 7.2 員工 ...

二零二五年九月三日（星期三）舉行的股東週年大會 （或其任何續會）之代表委任表格 本人╱吾等 （附註1） | 地址為 | | | | --- | --- | --- | | 為中國天瑞集團水泥有限公司（「本公司」）股本中每股0.01港元股份 | （附註2） | 股 | | （附註3） 的登記持有人，茲委任股東週年大會主席 或 | | | | 地址為 | | | 為本人╱吾等的代表，代表本人╱吾等出席本公司於二零二五年九月三日（星期三）上午十時正在中國河南省汝州市廣成東路南側天瑞集 團大廈10樓會議室舉行之股東週年大會（及其任何續會）（「股東週年大會」或「大會」），以考慮及酌情通過日期為二零二五年八月一 日的本公司股東週年大會通告（「通函」）所載的決議案，並於該大會（及其任何續會）上代表本人╱吾等以本人╱吾等的名義，依照下 列指示 （附註4） 就決議案投票。 （於開曼群島註冊成立的有限公司） （股份代號：1252） 1. 請用正楷填上全名及地址。 2. 請填上以閣下名義登記與本代表委任表格有關的股份數目。如未有填上股數，則本代表委任表格將被視為與本公司所有以閣下名義登記的股份有關。 3. 倘欲委任股東週年大會主席 ...

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通告的內容概不負責，對其準確性 或完整性亦不發表任何聲明，並明確表示不會就因本通告全部或任何部分內容而產生或因倚賴 該等內容而引致的任何損失承擔任何責任。 （於開曼群島註冊成立的有限公司） （股份代號：1252） 股東週年大會通告 茲通告中國天瑞集團水泥有限公司（「本公司」）謹訂於二零二五年九月三日（星期三） 上午十時正在中國河南省汝州市廣城东路南側天瑞集團大廈10樓會議室舉行股東週年大會（「股 東週年大會」），以討論下列事項： 作為普通事項： - 1 - 1. 省覽及採納本公司截至二零二四年十二月三十一日止年度的經審核綜合財務報表以 及董事與獨立核數師報告書。 2. (i) 重選下列本公司董事： (a) 重選李留法先生為非執行董事； (b) 重選李鳳孌女士為執行董事； (c) 重選金明杰先生為執行董事；及 (d) 重選麥天生先生為獨立非執行董事。 (ii) 授權董事會（「董事會」）釐定董事酬金。 3. 續聘中匯安達會計師事務所有限公司為本公司核數師直至下屆股東週年大會結束時 並授權董事會釐定彼等的酬金。 - 2 - 4. 作為特別事項，考慮並酌情通過（不論 ...

此乃要件 請即處理 閣下對本通函的內容或應採取的行動如有任何疑問，應諮詢持牌證券交易商或註冊證券機構、 銀行經理、律師、專業會計師或其他專業顧問。 中國天瑞集團水泥有限公司謹訂於二零二五年九月三日（星期三）上午十時正在中國河南省汝 州市廣城东路南側天瑞集團大廈10樓會議室舉行股東週年大會，大會通告載於本通函。 無論閣下能否出席股東週年大會，務請盡早將隨附的代表委任表格按其上列印的指示填妥後交 回本公司香港證券登記分處香港中央證券登記有限公司，地址為香港灣仔皇后大道東183號合 和中心17M樓，惟無論如何須不遲於股東週年大會或其任何續會舉行時間48小時前交回。填妥 及交回代表委任表格後，閣下仍可依願出席股東週年大會或其任何續會並於會上投票。 閣下如已售出或轉讓名下所有中國天瑞集團水泥有限公司股份，應立即將本通函連同隨附的代 表委任表格交予買方或承讓人，或經手出售或轉讓的持牌證券交易商或註冊證券機構或其他代 理商，以便轉交買方或承讓人。 二零二五年八月一日 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通函的內容概不負責，對其準確性 或完整性亦不發表任何聲明，並明確表示不會就因本通函全部或任何部分內容而產生 ...

[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 |

中国天瑞水泥(01252.HK)发布公告，公司获公司控股股东煜阔告知，根据广东省深圳前海合作区人民法 院发出的民事裁定书，针对天瑞集团股本(分别由李先生及李女士持有70%及30%，对应股本分别为人民 币14亿元及人民币6亿元)的冻结令已获即时解除。 ...

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]