Business Strategy and Development - The company reported a diversified development strategy focusing on financial services, education management, and automotive parts, driving sustainable growth in 2024[8]. - The company is actively exploring new business areas and development opportunities while negotiating with creditors for potential debt restructuring[9]. - The company is committed to innovation and exploring new business fields while advancing existing operations[9]. - The company aims to strengthen its market presence by developing both domestic and international markets for its automotive parts[9]. - The group plans to leverage its existing brand and technological advantages to strengthen core technology research and quality management systems in the automotive sector[20]. - The group is actively exploring international course localization and enhancing study abroad consulting services, with campuses located in major cities across China[16]. - The group aims to create a new international education service platform, enhancing teaching quality and integrating student development with academic planning[19]. - The group has a diversified development strategy aimed at providing a variety of products and services to its clients[76]. Financial Services - The financial services segment has obtained multiple licenses, allowing the company to provide a range of services including securities trading, asset management, and IPO sponsorship[13]. - The company emphasizes resource integration within the financial industry to offer specialized services, contributing to stable and sustainable development[8]. - The financial services business is positioned to support various entities with tailored and differentiated services, enhancing its competitive edge in the market[12]. - The financial services business is expected to benefit from Hong Kong's position as an international financial center, enhancing collaboration across various financial service units[18]. - The group emphasizes a differentiated and specialized development path in financial services, aiming to provide customized professional financial services[18]. Automotive Parts Business - The automotive parts business aims to enhance new product development and technology commercialization, capitalizing on trends in new energy vehicles and automotive exports[9]. - In 2024, China's automobile production and sales reached approximately 31.28 million and 31.44 million units, representing year-on-year growth of about 3.7% and 4.5% respectively[17]. - New energy vehicles accounted for approximately 40.9% of total automobile sales, with production and sales of about 12.89 million units each in 2024[17]. - The group's automotive parts business aims to enhance customer satisfaction and product quality while expanding into new markets, focusing on a vision of "where there are cars, there are dampers"[17]. - The automotive parts business revenue rose by approximately 20.3% to about RMB 2,097.4 million, while financial services revenue decreased by approximately 10.8% to about RMB 31.5 million[22]. Financial Performance - The group's total revenue increased by approximately 19.3% to about RMB 2,187.2 million for the year ended December 31, 2024, compared to approximately RMB 1,833.7 million for the previous year[22]. - Total sales and service costs increased by approximately 28.8% to about RMB 1,844.6 million, primarily due to increased procurement in the automotive parts business[23]. - The group's gross profit decreased by approximately 14.6% to about RMB 342.6 million, with the automotive parts gross profit declining by approximately 16.1% to about RMB 297.6 million[24]. - The overall gross margin fell by approximately 6.2 percentage points to about 15.7%, with the automotive parts gross margin decreasing by approximately 6.1 percentage points to about 14.2%[25]. - The group recorded a net loss of approximately RMB 470.9 million, an increase of approximately 28.7% compared to a loss of RMB 366.0 million in the previous year, primarily due to declining gross margins and increased financing costs[34]. Debt and Financial Condition - The company plans to optimize its debt structure and financial condition through discussions with creditors[9]. - Total borrowings increased by approximately 21.2% to about RMB 2,047.2 million, with short-term borrowings rising by approximately 42.6% to about RMB 1,865.3 million[37]. - The debt ratio increased to approximately 78.1% from 71.5% in the previous year, indicating a higher level of leverage[39]. - The company has engaged restructuring advisors to assist in developing a restructuring plan and is negotiating with creditors for feasible restructuring options[192]. - The company is exploring options for extending repayment dates and/or launching debt capitalization plans with convertible bondholders[192]. Management and Governance - Mr. Zhang Li was appointed as Executive Director and Co-Chairman on July 12, 2023, and resigned on May 22, 2024, focusing on new business management and development[55]. - Mr. Zhao Zhijun has been the CEO since May 22, 2011, and will resign as Co-CEO on March 26, 2025, overseeing the automotive parts business[57]. - Dr. Zhu Huanqiang was appointed as Co-CEO on January 30, 2018, and will transition to CEO on March 26, 2025, responsible for overall management and development[59]. - The management team has a strong background in capital markets and corporate governance, enhancing strategic decision-making capabilities[60][63]. - The company has established a clear understanding of the responsibilities of each director, ensuring adequate time and effort is dedicated to board matters[153]. Employee and Compensation - The total employee compensation and benefits expense for the year ended December 31, 2024, was approximately RMB 266.5 million, up from RMB 205.5 million in 2023, reflecting an increase in workforce to 2,454 employees from 1,938[48]. - Contributions to the retirement plan for the fiscal year 2024 amounted to approximately RMB 26.9 million, compared to RMB 23.7 million in 2023[133]. Compliance and Legal Matters - The company has complied with relevant laws and regulations without any significant violations during the fiscal year 2024[136]. - The company has no significant legal disputes or arbitrations pending as of the fiscal year 2024[137]. - A legal claim was filed against the company for HKD 12,250,000, including interest and legal fees[138]. Corporate Governance - The company has adhered to the corporate governance code as per the listing rules for the fiscal year 2024, ensuring compliance and continuous review of governance practices[147]. - The board of directors is responsible for the overall management of the group, focusing on strategy, management, and financial goals, while ensuring alignment with corporate culture[148]. - The board consists of various committees, including the Audit Committee, Nomination Committee, and Remuneration Committee, with independent non-executive directors playing significant roles[155]. - The company has implemented policies to monitor compliance with legal and regulatory requirements[158]. Risk Management - The company has established a risk management and internal control framework, which includes the board, audit committee, and risk management committee[178]. - The board conducts an annual review of the effectiveness of the risk management and internal control systems, covering financial, operational, and compliance monitoring[180]. - The company has implemented a risk management policy to effectively identify, assess, and manage significant risks[178]. Future Outlook - The company plans to divest non-core and non-operational assets within the expected timeframe to alleviate liquidity pressure[192]. - The company aims to enhance operational efficiency and implement cost control measures to generate sufficient cash inflows[200].

Financial Performance - Revenue for the year ended December 31, 2024, was RMB 2,187.2 million, an increase of 19.3% compared to RMB 1,833.7 million in 2023[2] - The net loss attributable to the company's owners for the year was RMB (393.2) million, representing a 13.2% increase from RMB (347.2) million in the previous year[2] - Basic loss per share for 2024 was RMB (0.21), up 10.5% from RMB (0.19) in 2023[2] - The company reported a gross profit of RMB 342.6 million, down from RMB 401.1 million in 2023[4] - The total comprehensive loss for the year amounted to RMB (485.7) million, compared to RMB (396.9) million in 2023[5] - The group recorded a loss of approximately RMB 470.9 million for the year ending December 31, 2024, an increase of about 28.7% from a loss of RMB 366.0 million in the previous year[65] Assets and Liabilities - Total assets increased to RMB 3,087.7 million, a 10.0% rise from RMB 2,807.3 million in 2023[2] - The equity deficit attributable to the company's owners rose to RMB (1,877.4) million, a 27.8% increase from RMB (1,469.3) million in the prior year[2] - The company's total liabilities increased, contributing to a net debt per share of RMB (1.02), up 27.5% from RMB (0.80) in 2023[2] - Total liabilities increased to RMB 4,991,242 thousand in 2024 from RMB 4,225,123 thousand in 2023, representing a growth of 18.2%[7] - Current liabilities rose to RMB 4,754,145 thousand in 2024, up from RMB 3,770,345 thousand in 2023, indicating a significant increase of 26.1%[7] - The company's current liabilities exceeded its current assets by approximately RMB 2,479 million in 2024, compared to RMB 1,810 million in 2023, indicating a worsening liquidity position[11] Cash Flow and Financing - The company has taken measures to alleviate cash flow pressure and improve financial conditions, including reviewing cash flow forecasts for at least the next 12 months[13] - The company is actively seeking new investors to improve cash flow by introducing capital and profitable business opportunities[14] - The company is looking for additional financing sources to enhance its financial position and support operations[14] - The company has approximately RMB 1,085 million in convertible bonds that are overdue and unpaid, actively negotiating with bondholders to extend repayment dates and implement debt capitalisation plans[14] - The company is in discussions with lenders regarding approximately RMB 1,865 million in overdue loans, seeking to renew, extend repayment dates, and/or implement debt capitalisation plans[14] Operational Performance - The company reported a net operating loss of RMB 218,980 thousand in 2024, compared to a loss of RMB 116,111 thousand in 2023, indicating a deterioration in operational performance[22] - The automotive parts business revenue increased to RMB 2,097,369 thousand in 2024 from RMB 1,743,164 thousand in 2023, representing a growth of 20.3%[22] - The financial services segment revenue decreased to RMB 31,496 thousand in 2024 from RMB 35,299 thousand in 2023, a decline of 10.1%[22] - The education management and consulting business revenue increased by approximately 5.4% from about RMB 55.3 million in 2023 to approximately RMB 58.3 million in 2024[53] Employee and Compensation - As of December 31, 2024, the group had 2,454 employees, an increase from 1,938 employees as of December 31, 2023[79] - Total compensation and benefits expenses for the year amounted to approximately RMB 266.5 million, up from RMB 205.5 million in 2023, reflecting a significant increase in employee costs[79] Governance and Compliance - The company has adhered to corporate governance codes to enhance its governance standards, with no significant changes reported since the previous year[83] - The audit committee consists of three independent non-executive directors and has reviewed the consolidated financial statements for the year ending December 31, 2024[103] Future Outlook and Plans - The company is exploring new capital injections from new investors as part of its restructuring efforts[102] - The company has taken several measures to alleviate liquidity pressure and improve financial conditions, including enhancing operational efficiency and implementing cost control measures[100] - The board believes that the group will have sufficient operating funds to meet its financial obligations due within the next 12 months, starting from December 31, 2024[101]

Business Strategy - The company adheres to a diversified development strategy, focusing on three main business areas: financial services, education management and consulting, and automotive parts[4]. - The company has a commitment to a diversified development strategy to provide a variety of products and services to its clients[90]. - The company plans to explore new business areas and development opportunities while advancing existing operations in the coming year[9]. Financial Services - The financial services segment has obtained multiple licenses, allowing it to provide a range of services including securities trading, underwriting, and asset management[12]. - The financial services business is positioned to offer specialized and differentiated services to various entities, enhancing its competitive edge[12]. - The company plans to leverage its diversified financial service licenses and robust financial service system to enhance collaboration across investment banking, securities, asset management, and research units[23]. - The company aims to innovate business models and explore new business opportunities in the financial services sector to drive steady growth[23]. - The company is focused on enhancing product variety and customization in its financial services to meet client needs[23]. - The financial services segment offers a range of services including IPO sponsorship, underwriting, and private equity fund management[90]. Education Management - The education management business aims to enhance the quality of international education services by integrating Eastern and Western educational philosophies[9]. - The company continues to optimize its teaching quality and management efficiency through the development of a digital platform for educational management[17]. - The company is committed to improving student outcomes by enhancing course structures and providing comprehensive study abroad consulting services[17]. - The company is committed to providing international education programs and consulting services, enhancing its service portfolio[90]. Automotive Parts - The automotive parts division focuses on developing new products and technologies, particularly in the context of the growing trend of new energy vehicles[9]. - The company is committed to expanding its market presence both domestically and internationally in the automotive sector[9]. - The automotive parts business specializes in the research, development, manufacturing, and sales of automotive shock absorbers[90]. - The company emphasizes the importance of quality and management in its automotive parts operations to maintain brand and technical advantages[9]. - The automotive parts business revenue rose by approximately 54.7% to about RMB 1,743.2 million, up from approximately RMB 1,127.0 million in the previous fiscal year[28]. - The gross profit for the group increased by approximately 98.5% to about RMB 401.1 million, compared to approximately RMB 202.1 million in fiscal year 2022[31]. - The automotive parts business's cost of sales increased by approximately 44.7% to about RMB 1,388.6 million, up from approximately RMB 959.5 million in the previous fiscal year[29]. - The company received the "Outstanding Innovation Award" from SAIC Group in March 2023 for its contributions to the automotive parts sector[20]. - The company successfully passed multiple evaluations by Stellantis Group and received project designation for the CMPSouth platform in July 2023[20]. Financial Performance - In the fiscal year 2023, the overall revenue of the group increased by approximately 52.8% to about RMB 1,833.7 million, compared to approximately RMB 1,199.9 million in fiscal year 2022[28]. - The gross margin improved by approximately 5.1 percentage points to about 21.9%, up from approximately 16.8% in the previous fiscal year[32]. - Research and development expenses increased by approximately 61.7% to about RMB 104.3 million, compared to approximately RMB 64.5 million in fiscal year 2022[38]. - The group recorded other income of approximately RMB 64.9 million, an increase of about RMB 18.9 million from approximately RMB 46.0 million in the previous fiscal year, primarily from government subsidies[33]. - The expected credit loss provision increased significantly by approximately RMB 231.3 million to about RMB 247.5 million, compared to approximately RMB 16.2 million in fiscal year 2022[35]. - The group recorded a loss of approximately RMB 366.0 million for the fiscal year 2023, a decrease of about 12.8% compared to a loss of RMB 419.6 million in fiscal year 2022[42]. - Basic and diluted loss per share for fiscal year 2023 was approximately RMB 0.19, compared to RMB 0.28 in fiscal year 2022[43]. Debt and Liabilities - In 2023, the company actively engaged in debt restructuring discussions to optimize its debt structure and financial condition[8]. - The company is actively exploring debt restructuring options to optimize its debt structure and financial condition, having entered into repayment agreements with ten creditors[21]. - As of December 31, 2023, the group's net current liabilities increased by approximately 40.1% to RMB 1,809.7 million from RMB 1,291.5 million as of December 31, 2022[44]. - The total borrowings of the group as of December 31, 2023, amounted to approximately RMB 1,689.2 million, an increase of about 18.9% from RMB 1,421.3 million as of December 31, 2022[47]. - The group's debt ratio increased to approximately 71.5% as of December 31, 2023, compared to 68.0% as of December 31, 2022, primarily due to the increase in borrowings[48]. - Trade receivables increased by approximately 54.9% to RMB 693.2 million as of December 31, 2023, from RMB 447.5 million as of December 31, 2022, mainly due to increased sales in the automotive parts business[49]. Corporate Governance - The company is committed to promoting good corporate governance practices to safeguard shareholder interests and optimize group performance[171]. - The board has complied with the corporate governance code throughout the fiscal year 2023, ensuring adherence to standards and conducting annual reviews[172]. - The board is responsible for the overall management of the group, setting strategies and financial goals while ensuring alignment with the company culture[173]. - The company has appointed at least three independent non-executive directors, meeting the requirements of the listing rules[175]. - The board consists of both executive and independent non-executive directors, ensuring a balanced governance structure[182]. - The company has adopted the standard code of conduct for securities transactions by directors and employees, ensuring compliance throughout the fiscal year 2023[180]. - The audit committee, composed of three independent non-executive directors, reviewed the audited consolidated financial statements for the fiscal year 2023 and had no objections to the accounting policies adopted by the company[165]. Employee and Compensation - The total employee count as of December 31, 2023, was 1,938, an increase from 1,752 employees as of December 31, 2022[155]. - Total compensation and benefits expenses for the fiscal year 2023 amounted to approximately RMB 221.3 million, compared to RMB 180.3 million in 2022, reflecting an increase of about 22.8%[155]. - Contributions to the retirement plan for the fiscal year 2023 totaled approximately RMB 23.7 million, up from RMB 17.5 million in 2022, indicating a growth of approximately 35.4%[157]. Shareholder Information - The company did not recommend the payment of a final dividend for the fiscal year 2023, consistent with no dividend in 2022[98]. - The company's distributable reserves were zero as of December 31, 2023, due to cumulative losses exceeding share premium[107]. - The total number of shares that may be issued under the 2021 share option plan is 100,537,840, representing approximately 5.44% of the total issued shares as of the report date[116]. - The company maintains a sufficient public float, with over 25% of the total issued shares held by the public as of the last practicable date[127]. Risk Management - The company faces interest rate risk due to variable interest rates on bank deposits and borrowings, with no current hedging strategies in place[57]. - The company is exposed to foreign exchange risk as its financial statements are presented in RMB, with certain assets and liabilities denominated in other currencies, and currently has no hedging strategies for this risk[58]. Miscellaneous - The group made charitable donations totaling RMB 224,000 in the fiscal year 2023, a decrease from RMB 320,000 in 2022[103]. - The group did not purchase, sell, or redeem any of its listed securities during the fiscal year 2023[108]. - The company has not engaged in any arrangements that would allow directors to benefit from purchasing shares or bonds of the company during the fiscal year 2023[148].

Financial Performance - Revenue for the year ended December 31, 2023, increased by 52.8% to RMB 1,833.7 million from RMB 1,199.9 million in 2022[1] - Loss attributable to owners of the company for the year was RMB (347.2) million, a decrease of 17.5% compared to RMB (420.7) million in 2022[1] - Basic loss per share improved to RMB (0.19) in 2023 from RMB (0.28) in 2022, representing a 32.1% increase[1] - Gross profit for the year was RMB 401.1 million, compared to RMB 202.1 million in 2022[4] - The group reported a total financing cost of RMB 161,070 thousand in 2023, compared to RMB 198,278 thousand in 2022[30] - The group recorded a loss of approximately RMB 366.0 million for the year ending December 31, 2023, a decrease of about 12.8% from a loss of approximately RMB 419.6 million for the year ending December 31, 2022[98] Assets and Liabilities - Total assets as of December 31, 2023, increased by 2.0% to RMB 2,807.3 million from RMB 2,751.2 million in 2022[1] - Total liabilities increased to RMB 4,225.1 million from RMB 3,778.1 million in 2022, indicating a rise in financial obligations[12] - The group has approximately RMB 1,308 million in overdue loans, with discussions ongoing to renew and extend repayment terms[19] - The group recorded a loss attributable to the company of approximately RMB 959 million as of December 31, 2023, indicating significant uncertainty regarding the group's ability to continue as a going concern[17] - The group’s current liabilities exceeded its current assets by approximately RMB 1,810 million as of December 31, 2023[165] Cash Flow and Financing - The group is actively seeking additional financing sources, including bank loans and equity placements, to improve cash flow[19] - The management has reviewed cash flow forecasts covering at least 12 months from December 31, 2023, and believes the group will have sufficient working capital to meet its financial obligations[19] - The company is actively seeking new capital and profitable business opportunities to improve its cash flow situation[135] - The effectiveness of the company's measures to improve cash flow and financial condition is uncertain, which may impact its ability to continue as a going concern[168] Operational Efficiency - Operating loss decreased to RMB (116.1) million from RMB (224.1) million in the previous year, reflecting improved operational efficiency[4] - The group is focused on improving operational efficiency and implementing cost control measures to enhance cash flow[21] - The group aims to enhance customer satisfaction by focusing on quality and strengthening core technology development and quality management systems[82] Segment Performance - Automotive parts business revenue increased to RMB 1,743,164 thousand in 2023 from RMB 1,127,031 thousand in 2022, representing a growth of 54.7%[30] - Financial services business revenue surged to RMB 35,299 thousand in 2023, up from RMB 21,946 thousand in 2022, marking a growth of 60.5%[30] - Education management and consulting business revenue rose to RMB 55,257 thousand in 2023, compared to RMB 50,935 thousand in 2022, an increase of 8.5%[30] Employee and Payroll - The total payroll and benefits expenses for the year ended December 31, 2023, amounted to approximately RMB 221.3 million, an increase from RMB 180.3 million in 2022[118] - As of December 31, 2023, the group had 1,938 employees, an increase from 1,752 employees in 2022[118] Debt and Legal Matters - The group is negotiating with convertible bondholders to extend repayment dates and implement a debt capitalization plan[20] - A bondholder has filed a winding-up petition against the company in the High Court of the Hong Kong Special Administrative Region, related to approximately HKD 13 million (equivalent to approximately RMB 11 million) of unpaid principal and accrued interest[165] - The auditor's report indicated significant uncertainties regarding the group's ability to continue as a going concern[166] Strategic Initiatives - The company has maintained a diversified development strategy, focusing on financial services, education management, and automotive parts, which supports its long-term growth objectives[63] - The group is exploring potential buyers for non-core and non-operating assets to enhance liquidity[19] - The group is in discussions with potential investors to introduce new capital and improve cash flow through profitable business opportunities[19]

Financial Position - As of June 30, 2023, the total amount of trade payables was RMB 647,083,000, an increase from RMB 613,048,000 as of December 31, 2022, representing a growth of 5.4%[25] - Loan receivables as of June 30, 2023, amounted to RMB 4,610,000, up from RMB 4,467,000 as of December 31, 2022, reflecting a growth of 3.2%[7] - Interest receivables increased to RMB 2,189,000 as of June 30, 2023, from RMB 1,985,000 as of December 31, 2022, marking a rise of 10.3%[7] - The total financial assets measured at fair value through profit or loss (FVTPL) decreased to RMB 262,137,000 as of June 30, 2023, from RMB 293,878,000 as of December 31, 2022, indicating a decline of 10.5%[18] - The Group's total amounts shown under current liabilities were RMB 1,352,156,000 as of June 30, 2023, compared to RMB 1,289,620,000 as of December 31, 2022, indicating a growth of 4.9%[25] - As of June 30, 2023, total borrowings amounted to RMB 1,487,510,000, an increase from RMB 1,421,257,000 as of December 31, 2022, representing a growth of approximately 4.65%[40] - The Group's net current liabilities amounted to approximately RMB 1,407.6 million, representing an increase of approximately 9.0% compared to approximately RMB 1,291.5 million as of December 31, 2022[179] - The Group's cash and bank balances decreased by approximately 35.2% to approximately RMB 104.6 million from approximately RMB 161.4 million as of December 31, 2022[179] Trade and Receivables - The aging analysis of trade payables shows that RMB 416,050,000 (64.3%) were due within 0 to 90 days as of June 30, 2023, compared to RMB 380,936,000 (62.1%) as of December 31, 2022[29] - The total amount of trade and other payables as of June 30, 2023, was RMB 430,391,000, a slight decrease from RMB 448,886,000 as of December 31, 2022[40] - The aged analysis of trade receivables as of June 30, 2023, showed that 0 to 90 days receivables amounted to RMB 425,178,000, compared to RMB 408,045,000 as of December 31, 2022, indicating an increase of approximately 4.3%[77] - The company reported trade receivables over 365 days at RMB 15,987,000 as of June 30, 2023, compared to RMB 13,334,000 as of December 31, 2022, reflecting an increase of approximately 20%[77] - The company has adopted a simplified approach for expected credit losses for trade receivables, with a credit term of 90 days for goods sales[76] Revenue and Profitability - For the six months ended June 30, 2023, the Group's overall revenue increased by approximately 36.3% to approximately RMB 728.9 million from approximately RMB 534.9 million in the corresponding period of 2022[147] - Revenue from the automotive parts business increased by approximately 36.0% to approximately RMB 683.7 million from approximately RMB 502.8 million in the corresponding period of 2022[147] - Revenue from the financial services business increased by approximately 330.0% to approximately RMB 21.5 million from approximately RMB 5.0 million in the corresponding period of 2022[147] - Revenue from the education management and consultation business decreased by approximately 12.5% to approximately RMB 23.7 million from approximately RMB 27.1 million in the corresponding period of 2022[147] - Gross profit increased by approximately 37.5% to approximately RMB 95.4 million from approximately RMB 69.2 million in the corresponding period of 2022[152] - The gross profit margin for the Group increased by approximately 0.2 percentage points to approximately 13.1% from approximately 12.9% in the corresponding period of 2022[157] Expenses and Losses - The Group's overall cost of sales/services increased by approximately 36.1% to approximately RMB 633.5 million from approximately RMB 465.7 million in the corresponding period of 2022[152] - Selling and distribution expenses increased by approximately 12.1% to approximately RMB 42.7 million from approximately RMB 38.1 million in the corresponding period of 2022[168] - The Group recorded other income of approximately RMB 17.7 million, representing an increase of approximately RMB 4.4 million from approximately RMB 13.3 million in the corresponding period of 2022[161] - The Group's loss for the period decreased by approximately 33.1% to approximately RMB 215.8 million from approximately RMB 322.5 million in the corresponding period of 2022[174] - For the six months ended June 30, 2023, the Group reported a basic and diluted loss per share of approximately RMB 0.11, compared to RMB 0.22 for the same period in 2022, indicating a 50% improvement in loss per share[181] Capital and Investments - As of June 30, 2023, the share capital presented in the condensed consolidated statement of financial position was RMB 155,959,000, an increase from RMB 144,631,000 as of December 31, 2022, representing a growth of approximately 7.5%[66] - The total number of shares issued and fully paid increased from 1,722,660,000 at the end of 2022 to 1,848,000,000 by June 30, 2023, marking a significant increase in equity[72] - The Group's capital expenditures were approximately RMB 14.5 million, a decrease from approximately RMB 18.5 million for the same period in 2022[194] - As at June 30, 2023, the Group's capital commitments to additional properties, plants, and equipment amounted to approximately RMB 25.6 million, down from approximately RMB 28.2 million as of December 31, 2022[194] Business Segments - The Group maintains a diversified development strategy, focusing on financial services, education management, and automotive parts businesses[93] - The financial services business is licensed for type 1 (dealing in securities), type 4 (advising on securities), type 6 (advising on corporate finance), and type 9 (asset management) regulated activities under the SFO[95] - The education management and consultation business offers international high school curriculum and overseas study consultation services[93] - The automotive parts business is primarily engaged in R&D, manufacturing, and sales of automobile absorbers[93] Market Trends and Opportunities - The international education market is expected to grow, providing significant opportunities for the Group's education management and consultation business[131] - Hong Kong's financial market development initiatives are expected to create significant growth opportunities for the Group[127] - The Group aims to innovate business models and explore opportunities in the financial services sector, leveraging its diversified financial service licenses[120] Risk Management - The Group faces interest rate risk due to variable interest rates on restricted bank balances and bank borrowings[198] - The Group plans to regularly review its investment strategies and seek potential investment opportunities to diversify its portfolio and mitigate related risks[191]

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，概不對因本公告 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。 CHINA FIRST CAPITAL GROUP LIMITED 中國首控集團有限公司 （於開曼群島註冊成立的有限公司） （股份代號：1269） 截 至 二 零 二 三 年 六 月 三 十 日 止 六 個 月 之 中 期 業 績 公 告 中國首控集團有限公司（「本公司」，連同其附屬公司，統稱「本集團」）董事（「董事」） 會（「董事會」）謹此公佈本集團截至二零二三年六月三十日止六個月的未經審 核簡明綜合業績。本公告載列本公司截至二零二三年六月三十日止六個月的 中期報告全文，並符合香港聯合交易所有限公司（「聯交所」）證券上市規則（「上 市規則」）有關中期業績初步公告附載資料之相關規定。中期報告的印刷版本 將 寄 發 予 選 擇 以 此 方 式 收 取 的 本 公 司 股 東，並 可 於 適 當 時 候 於 聯 交 所 網 站 www.hkexnews.hk及本公司網站www.cfcg.com.hk以上市 ...

Business Strategy and Development - The company adheres to a diversified development strategy, focusing on financial services, education management, and automotive parts, driving sustainable growth[7] - The financial services segment has obtained multiple licenses, enhancing its ability to provide specialized financial services to various entities[16] - The education management business emphasizes the localization of international curricula and the optimization of course structures, aiming to improve student performance and increase university admissions[18] - The automotive parts business is focused on new product development and technology industrialization, capitalizing on trends in new energy vehicles and automotive exports[13] - The company is actively exploring debt restructuring options to optimize its debt structure and financial condition[7] - The financial services unit is expanding its product offerings and exploring new business directions to capture more opportunities for listed and pre-listed companies[17] - The company is enhancing its service offerings in study abroad consulting, adapting to the diverse needs of students in the post-pandemic era[18] - The company is focused on channel resource expansion and institutional client development to enrich and optimize its product portfolio[17] Financial Performance - The overall gross margin increased from approximately 15.6% in 2021 to about 16.8% in 2022, with the automotive parts business gross margin rising by 2.5 percentage points to approximately 14.9%[24] - The group recorded other income of approximately RMB 46.0 million in 2022, an increase of about RMB 7.4 million compared to RMB 38.6 million in 2021[24] - Research and development expenses increased by approximately 7.7% to about RMB 64.5 million in 2022, up from RMB 59.9 million in 2021[24] - The group’s financing costs rose by approximately 0.5% to about RMB 198.3 million in 2022, compared to RMB 197.4 million in 2021[24] - The group’s administrative expenses decreased by approximately 0.9% to about RMB 136.8 million in 2022, down from RMB 138.1 million in 2021[24] - The group’s other losses amounted to approximately RMB 199.3 million in 2022, an increase of about RMB 198.4 million compared to RMB 0.9 million in 2021, primarily due to foreign exchange losses from currency depreciation[24] - The company reported that due to cumulative losses exceeding the share premium, the distributable reserves were zero as of December 31, 2022, unchanged from the previous year[65] - The company’s revenue for the year ended December 31, 2022, was RMB 1,199,912 thousand, representing an increase of 9.7% compared to RMB 1,093,830 thousand in 2021[190] - The gross profit for the same period was RMB 202,110 thousand, up from RMB 170,291 thousand, indicating a gross margin improvement[190] - The operating loss for the year was RMB 224,056 thousand, a significant reduction from the previous year's loss of RMB 502,642 thousand[190] - The net loss attributable to the owners of the company for continuing operations was RMB 420,736 thousand, compared to RMB 798,910 thousand in the prior year, reflecting a 47.3% improvement[192] - The total assets decreased to RMB 2,751,198 thousand from RMB 3,056,214 thousand, indicating a reduction of 10% year-over-year[195] - The company reported a significant increase in inventory, which rose to RMB 147,129 thousand from RMB 76,105 thousand, a 93.2% increase[195] - The company has incurred financing costs of RMB 198,278 thousand, slightly up from RMB 197,445 thousand in the previous year, indicating stable financing expenses[190] Debt and Liquidity Management - The group entered into a share purchase agreement to sell 150,000,000 shares of Bojun Education, representing about 18.25% of its total issued shares, for approximately HKD 62.8 million to repay debts owed to Zhongyuan Bank[31] - As of December 31, 2022, the total borrowings of the group amounted to approximately RMB 1,421.3 million, a decrease from RMB 1,551.3 million as of December 31, 2021[62] - The company is actively seeking potential buyers for non-core and non-operating assets to improve liquidity efficiency[179] - The company has entered into repayment agreements with certain creditors to issue consideration shares to reduce outstanding debts[179] - The company is exploring opportunities to capitalize on outstanding debts and is in discussions with creditors to improve its debt situation[181] - The company plans to reduce operating expenses to enhance its financial condition[181] - The company is actively seeking additional financing sources to improve liquidity and financial stability, with discussions ongoing regarding extending the maturity date of convertible bonds[185] - The company has taken measures to manage its operations effectively to generate sufficient cash flow, which is critical for its ongoing viability[185] - The company aims to divest non-core and non-operational assets within the expected timeframe to enhance its financial position[185] Governance and Compliance - The group has complied with relevant laws and regulations that significantly impact its business and operations, with no major violations reported[119] - As of December 31, 2022, the group is not involved in any significant legal proceedings or arbitrations[120] - The group appointed KPMG as the new auditor effective December 23, 2020, following the resignation of Deloitte[121] - The audit committee, composed of three independent non-executive directors, reviewed the audited consolidated financial statements for the fiscal year 2022 and had no objections to the accounting policies adopted by the group[122] - The group has established contractual arrangements for the control and operation of affected entities, including various educational institutions and football clubs[124] - The group has received written confirmations of independence from its independent non-executive directors, affirming their independence from the management[135] - The board of directors has complied with listing rules, maintaining at least three independent non-executive directors, which constitutes at least one-third of the board[134] - The board is responsible for the overall management of the group, including strategy formulation and financial goals[132] - The group has adopted a standard code to regulate securities trading by employees who may be privy to unpublished inside information[140] - The board of directors is composed of executive and independent non-executive directors, with no significant financial, business, familial, or other relationships among them[141] - The audit committee is responsible for reviewing the group's financial information and overseeing the effectiveness of the financial reporting system and internal control systems[147] - The total fees paid for audit services in the fiscal year 2022 amounted to approximately RMB 2.0 million[148] - The nomination committee held one meeting in the fiscal year 2022 to review the nomination procedures for director appointments[150] - The remuneration committee also held one meeting in the fiscal year 2022 to review and confirm the remuneration policies for executive directors and senior management[151] - The strategic committee reviewed the overall strategy and development plans of the group during its meeting in the fiscal year 2022[153] - The risk management committee assessed the effectiveness of the group's risk management and internal control systems in the fiscal year 2022[154] - The board is responsible for ensuring that the financial statements reflect the true and fair view of the group's financial position[159] - The group has established an internal audit function to assist in monitoring the risk management and internal control systems[161] - The board conducted an annual review of the effectiveness of the risk management and internal control systems for the fiscal year 2022, covering financial, operational, and compliance monitoring[162] - The board believes that the current risk management and internal control systems are effective and sufficient[168] Management and Operational Efficiency - The management team is committed to improving operational efficiency and risk management in a complex financial market environment[17] - The group has established a service agreement with Fuzhou Foreign Investment to provide consulting services, including daily management operations and marketing strategies[116] - The group has established contractual arrangements to exercise control over Yinghua School, ensuring financial performance and economic benefits flow into the group[109] - The group has similar contractual arrangements for Xishan School, allowing it to control the school and its financial performance despite foreign investment restrictions[112] - The group has no contracts with any individual or corporation regarding the management and operation of its overall or any significant part of the business for the fiscal year 2022[108] - The group’s senior management compensation is categorized by salary groups, with contributions to local retirement plans based on employee salaries[107] - The board regularly reviews the composition of the board to ensure it meets the specific needs of the business[165] - The board aims to introduce at least one female member to the board by December 31, 2024, to enhance gender diversity[165] - The company has established a website to facilitate effective communication with shareholders, providing access to the latest information and financial data[173] - The group anticipates opportunities and challenges in the global and Hong Kong financial markets, aiming to innovate business models and explore new business opportunities[20] - The group plans to enhance collaboration among its business units in investment banking, securities, asset management, and research to promote business interaction between Hong Kong, mainland China, and Singapore[20] - The group aims to upgrade its product and service system, enriching the variety and combination of products to provide diversified and customized professional financial services[20] - The company maintains normal operations in its remaining businesses, including financial services, education management and consulting, and automotive parts, unaffected by the implementation of the new regulations[118] - The company will closely monitor the developments of the new regulations and assess their impact on the group and contractual arrangements[118]

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，概不對因本公告 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。 CHINA FIRST CAPITAL GROUP LIMITED 中國首控集團有限公司 （於開曼群島註冊成立的有限公司） 1269 （股份代號： ） 截 至 二 零 二 二 年 十 二 月 三 十 一 日 止 年 度 之 全 年 業 績 公 告 摘要 增加╱ 人民幣百萬元 二零二二年 二零二一年 （減少） 收益 1,199.9 1,093.8 9.7% 本公司擁有人應佔年內虧損 (420.7) (968.2) (56.5%) 每股基本虧損（附註a） 人民幣(0.28) 元 人民幣(0.88)元 (68.2%) 於二零二二年 於二零二一年 增加╱ 人民幣百萬元 十二月三十一日 十二月三十一日 （減少） 總資產 2,751.2 3,056.2 (10.0%) 本公司擁有人應佔權益虧絀 (1,097.3) (858.7) 27.8% ...

Business Strategy and Development - The company reported a diversified development strategy focusing on financial services, education management, and automotive parts, aiming for sustainable growth despite global economic uncertainties due to COVID-19[15]. - The company is committed to leveraging existing business synergies to create value and empower industries, while adhering to regulatory requirements[18]. - The company plans to continue innovating its business development in the coming year, balancing opportunities and challenges[18]. - The company has diversified its financial services, obtaining licenses for securities trading and asset management, enabling it to provide tailored financial services to various entities[20]. - The group aims to optimize product and customer structures while expanding into new markets such as the aftermarket and international markets[32]. - The group plans to enhance its R&D capabilities and establish a first-class R&D center to improve new technology reserves and market applications[32]. Education Services - In 2021, the company enhanced its education services by introducing high-quality educational resources and advanced educational concepts, aiming to provide comprehensive quality education for students[17]. - The company aims to strengthen its study abroad services and planning, ensuring that every student can enter their desired university[17]. - The education management and consulting business operates the PGA (Project of Global Access) international high school curriculum, with campuses in major cities like Beijing, Shanghai, and Wuhan[24]. - The company has adapted to the COVID-19 pandemic by implementing online and offline teaching methods, ensuring educational continuity while adhering to local health regulations[24]. - The company has optimized its course structure and increased teaching hours to enhance student performance, resulting in graduates being accepted by top universities in the US, UK, Canada, and Australia[24]. - The company has strengthened its research and development of study abroad services, improving guidance and planning for students' applications[24]. - The group anticipates challenges in its international education business due to varying pandemic control measures across countries, particularly between China and Western nations[30]. - The group will leverage its brand and market influence from the PGA international curriculum system to expand partnerships with alliance schools in the post-pandemic education landscape[30]. - The group aims to optimize its organizational management system and standardize operational procedures to enhance efficiency in its educational services[30]. Automotive Parts Business - The automotive parts segment emphasized market development, quality control, and R&D enhancement, with a vision to expand both domestic and international markets[17]. - The automotive parts business is focused on improving new product development and technology commercialization to enhance its competitive edge[17]. - The company is actively developing new markets for its automotive parts, leveraging its brand and technical advantages[17]. - In 2021, China's automobile production and sales reached approximately 26.08 million and 26.27 million units, representing year-on-year growth of about 3.4% and 3.8%, respectively, ending a three-year decline trend[27]. - The group has become a global supplier of shock absorbers for Stellantis, obtaining development permits and sample orders for six models including the Peugeot 208[27]. - The group aims to enhance product R&D and quality control levels by implementing a lean manufacturing model and optimizing product and customer structures[27]. - The automotive parts business revenue rose by approximately 7.6% from RMB 942.9 million in 2020 to about RMB 1,014.7 million in 2021[32]. Financial Performance - The group's overall revenue increased by approximately 6.2% from RMB 1,030.0 million in 2020 to about RMB 1,093.8 million in 2021, driven primarily by the growth in the automotive parts business[32]. - The overall gross profit decreased by approximately 5.8% from RMB 180.8 million in 2020 to about RMB 170.3 million in 2021, with the automotive parts business gross profit declining by approximately 4.8% to RMB 125.7 million[36]. - The overall gross margin fell by approximately 2.0 percentage points from 17.6% in 2020 to about 15.6% in 2021, while the automotive parts business gross margin decreased by approximately 1.6 percentage points to about 12.4%[36]. - The group recorded other losses of approximately RMB 173.4 million in 2021, a significant increase from RMB 17.5 million in 2020, primarily due to adverse fair value changes of financial assets[36]. - The expected credit loss provision for the group was approximately RMB 18.9 million in 2021, a decrease from RMB 103.2 million in 2020[36]. - The group reported a decrease in financial services business revenue by approximately 9.4% to about RMB 28.0 million in 2021[32]. - The company recorded a loss of approximately RMB 1,102.5 million, an increase of about 174.1% compared to a loss of RMB 402.2 million in 2020, primarily due to losses from discontinued operations and fair value changes of financial assets[38]. Corporate Governance and Management - The company has a diverse board with members experienced in finance, law, and corporate governance, enhancing its strategic decision-making capabilities[68]. - The management team includes professionals with advanced degrees in business administration and finance, ensuring a strong foundation for financial oversight[75]. - The board's composition reflects a commitment to corporate governance and compliance, with members holding qualifications from recognized accounting and legal institutions[74]. - The board of directors is committed to promoting good corporate governance practices to safeguard shareholders' interests and optimize the group's performance[195]. - The company has complied with the corporate governance code as per the listing rules, with the exception of a misunderstanding regarding the disclosure in the previous year's report[196]. - The board has appointed at least three independent non-executive directors, meeting the requirement of having one-third of the board as independent members[199]. - The independent non-executive director, Zhu Jianhong, has served on the board for over nine years, but there are no circumstances affecting his independence[199]. - The company has established a responsibility insurance arrangement for directors and management to cover potential legal actions[197]. - The board reviews corporate governance practices at least annually to ensure compliance and make necessary adjustments[196]. Shareholder and Financial Activities - The company raised a total of HKD 24,646,160 through two placements, with 227,000,000 shares at HKD 0.045 per share and 201,061,600 shares at HKD 0.205 per share[54][58]. - Approximately 95% of the funds from the first placement (around HKD 10.2 million) were allocated for repaying outstanding debts, while about 5% (approximately HKD 1.0 million) was used for general working capital[54][57]. - For the second placement, around 80% of the funds (approximately HKD 41.2 million) were intended for debt repayment, and 20% was designated for general working capital[54][58]. - The placements are expected to enhance the company's financial position and expand its shareholder base[58]. - The company aims to reduce interest expenses and alleviate repayment pressure through these placements[57]. - The management believes that the terms of the placements are fair and reasonable, aligning with the overall interests of the company and its shareholders[57][58]. Employee and Compensation - The total employee compensation and benefits for the year ended December 31, 2021, amounted to approximately RMB 174.2 million[48]. - The group had 1,788 employees as of December 31, 2021, down from 3,611 employees a year earlier[48]. - The company's compensation policy includes bonuses based on performance and individual contributions, alongside other employee benefits[154]. - The total contributions to the retirement plan for the fiscal year 2021 amounted to approximately RMB 136 million, an increase from RMB 133 million in 2020[158]. Compliance and Legal Matters - The company has complied with relevant laws and regulations that significantly impact its business and operations during the fiscal year 2021[178]. - The company acknowledged a non-compliance incident related to transactions involving Guang'an shares, which exceeded the applicable percentage threshold of 25% but was below 75%[179]. - As of December 31, 2021, the company reported no significant legal disputes or arbitrations, except for a previously disclosed case regarding convertible bonds totaling HKD 863,406,849.32[181]. - The company confirmed compliance with the disclosure requirements under Chapter 14A of the Listing Rules regarding connected transactions[151]. Environmental and Social Responsibility - The company is committed to enhancing environmental protection measures to minimize the impact of its business activities on the environment[177]. - The group is committed to corporate social responsibility, having donated to disaster relief efforts in response to the COVID-19 pandemic and severe flooding in 2021[27]. - The group made charitable donations totaling RMB 1,100,000 in the fiscal year 2021, compared to RMB 1,032,000 in 2020, representing an increase of 6.6%[98].

S CFCG 中國首控集團有限公司 China First Capital Group Limited ( 於開曼群島註冊成立之有限公司 ) ( Incorporated in the Cayman Islands with limited liability ) 股份代號 Stock Code: 1269 2021 Interim Report 中期報告 finance empowers education education lights up future 金融賦能教育 教育改變命運 CONTENTS 目錄 2 Corporate Information 公司資料 5 Management Discussion and Analysis 管理層討論及分析 32 Other Information 其他信息 51 Report on Review of Interim Financial Information 中期財務資料審閱報告 55 Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income 57 ...