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。 Touyun Biotech Group Limited 透 雲 生 物 科 技 集 團 有 限 公 司 （於百慕達註冊成立的有限公司） （股份代號：1332） 截 至2023年6月30日 止 六 個 月 的 中 期 業 績 透雲生物科技集團有限公司（「本公司」）董事會（「董事會」）宣佈本公司及其 附屬公司（統稱「本集團」）截至2023年6月30日止六個月的未經審核綜合業績， 連同2022年同期的比較數字如下： 簡明綜合損益及其他全面收益表 截至6月30日止六個月 2023年 2022年 附註 千港元 千港元 （未經審核） （未經審核） 財務投資收入 按公平值計入損益的持作買賣金融 資產公平值虧損，淨額 (1,274) (1,600) 放貸業務的利息收入 296 1,827 銷售所提供貨品及服務的收入 4 104,345 166,063 銷售成本 (68,437) (107,725) ...

Financial Performance - For the fiscal year ended December 31, 2022, the company recorded revenue of approximately HKD 315.8 million, an increase of about 11.4% compared to HKD 283.5 million in 2021[6]. - The company reported a loss of approximately HKD 202.7 million for the fiscal year ended December 31, 2022, which is an increase of about 63.6% from a loss of HKD 123.9 million in 2021[6]. - The packaging products business generated revenue of approximately HKD 211.3 million, representing a 22.5% increase from HKD 172.5 million in 2021[15]. - The QR code business revenue decreased to approximately HKD 99.4 million, down about 15.5% from HKD 117.6 million in 2021, with a segment loss of approximately HKD 9 million[14]. - The increase in losses is attributed to reduced interest income from guaranteed financing, increased financial costs, administrative expenses, and sales and distribution costs related to the spirulina business[13]. - The group recorded a fair value loss of approximately HKD 9,900,000 for trading financial assets, compared to a loss of HKD 25,100,000 in the previous year[18]. - The revenue from the Rhyne algae product business was approximately HKD 12,600,000, a significant increase from HKD 1,300,000 in 2021, driven by increased sales in China[19]. - The segment loss for the Rhyne algae product business increased by 203.2% to approximately HKD 9,400,000, compared to HKD 3,100,000 in 2021[19]. - The group held cash reserves of approximately HKD 128,100,000 as of December 31, 2022, up from HKD 60,200,000 in 2021[23]. - The group's debt-to-equity ratio increased to approximately 1.26 from 0.67 in 2021, primarily due to increased loans for the construction of the Shanxi manufacturing facility[23]. Business Strategy and Market Focus - The company aims to enhance market exposure and sales of its products, particularly focusing on the promotion of spirulina and its derivatives in 2023[7]. - The company has received approval from the National Health Commission of China for spirulina as a new food ingredient, allowing unlimited consumption, marking its entry into the Chinese market[8]. - The optimized annual production capacity for spirulina is expected to reach 4,000 tons following the establishment of production facilities in Shanxi Province, China[8]. - The company plans to continue expanding its QR code and packaging product customer base while investing in technology improvements to enhance competitiveness[8]. - The production facility in Shanxi has an optimized annual production capacity of 4,000 tons, with plans for a second phase to increase capacity to 6,000 tons depending on market conditions[19][20]. Corporate Governance - The company’s board includes experienced professionals with backgrounds in finance, investment, and technology[57][58][61][62]. - The company has confirmed the independence of its independent non-executive directors as per the requirements of the listing rules[90]. - The board consists of two executive directors, four non-executive directors, and four independent non-executive directors, collectively responsible for the overall strategy and policy of the company[116]. - The company has adopted the standard code of conduct for securities trading by directors, ensuring compliance throughout the year[115]. - The board has established three committees: Audit Committee, Remuneration Committee, and Nomination Committee to oversee various aspects of governance[116]. - The audit committee's main responsibilities include reviewing the financial information and overseeing the financial reporting system and internal control procedures[127]. - The company’s governance practices include regular reviews of the effectiveness of its internal control and risk management systems[129]. - The board believes that the group has implemented appropriate risk management and internal control systems, including financial, operational, and compliance monitoring[160]. Employee and Social Responsibility - The total employee cost, including director remuneration, was approximately HKD 76.3 million in 2022, up from HKD 66.3 million in 2021, representing a year-on-year increase of about 15%[94]. - As of December 31, 2022, the company had approximately 578 employees, an increase from 517 employees in 2021, indicating a growth of about 11.8%[92]. - Employee health and safety are prioritized, with a comprehensive occupational health management system and multi-level training opportunities to foster career development[179]. - The company emphasizes corporate social responsibility, encouraging employee participation in volunteer activities and maintaining compliance with legal and ethical standards[182]. - The company conducted 64 hours of volunteer service activities as part of its community engagement[1]. Environmental Impact and Sustainability - The company has established an environmental policy aimed at reducing environmental impact and promoting employee awareness of energy conservation and waste recycling[164]. - The company implemented a series of energy efficiency measures to minimize carbon footprint during operations[190]. - The company established an environmental management system based on ISO 9001:2015 and ISO 14001:2015 standards[190]. - The company aims to continuously reduce packaging material consumption based on 2020 as the baseline year[194]. - The company strictly adheres to national water pollution prevention policies and has established wastewater management procedures[200]. Financial Services and Investments - The company is engaged in various financial services including securities trading, asset management, and lending[52][53][54][56]. - The management adopts a prudent approach to oversee and review the investment portfolio and opportunities in light of ongoing inflation and rising interest rates[56]. - As of December 31, 2022, the company held investments totaling approximately HKD 178,600,000 in non-listed investments, with significant losses reported for some holdings[45]. - The company issued USD 40,000,000 convertible bonds in November 2017, with a net amount of USD 39,600,000 (approximately HKD 309,400,000) allocated for QR code business expansion and general operational funds[42]. Customer and Supplier Relations - The company's total revenue from the top five customers accounted for approximately 51.0% of total revenue, with the largest customer contributing about 21.8%[84]. - The company's total procurement from the top five suppliers represented approximately 43.0% of total procurement, with the largest supplier accounting for about 18.2%[84]. - The average customer satisfaction rate achieved 90%[1]. Shareholder Communication and Participation - The company encourages shareholder participation in annual general meetings, where board members will address shareholder inquiries[158]. - The company has established mechanisms for shareholders to request special meetings and submit resolutions[148]. - The company has adopted a shareholder communication policy, which is regularly monitored and reviewed by the board to ensure effectiveness[158].

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。 Touyun Biotech Group Limited 透 雲 生 物 科 技 集 團 有 限 公 司 （於百慕達註冊成立的有限公司） （股份代號：1332） 截 至2022年12月31日 止 年 度 的 全 年 業 績 公 告 透雲生物科技集團有限公司（前稱中國透雲科技集團有限公司）（「本公司」） 董事會（「董事會」）公佈本公司及其附屬公司（統稱「本集團」）截至2022年12 月31日 止 年 度 的 綜 合 全 年 業 績，連 同 截 至2021年12月31日 止 年 度 的 比 較 數字如下： ...

Financial Performance - For the six months ended June 30, 2022, the company reported a loss attributable to shareholders of HKD 88.1 million, an increase of 43.5% compared to a loss of HKD 61.4 million for the same period in 2021[9]. - Revenue for the same period was approximately HKD 166.3 million, representing a 21.6% increase from HKD 136.8 million in the prior year[9]. - The overall gross margin decreased to 35.1% from 39.1% in the previous year[9]. - The company reported a net loss of approximately HKD 88,258,000 for the six months ended June 30, 2022, compared to a loss of HKD 72,074,000 in the same period of 2021, representing an increase in loss of about 22.5%[117]. - The gross profit for the period was HKD 58,338,000, compared to HKD 54,417,000 in the previous year, indicating a gross margin improvement[117]. - The company reported a pre-tax loss of HKD 65,014,000 for the six months ended June 30, 2022, compared to HKD 58,294,000 in the same period of 2021[179]. - The total employee benefits expenses, including directors' remuneration, amounted to HKD 65,014,000 in 2022, compared to HKD 58,294,000 in 2021, reflecting an increase of approximately 11.5%[179]. Segment Performance - The QR code business generated revenue of HKD 38.2 million, a decrease of 33.2% compared to HKD 57.2 million in the same period last year, resulting in a segment loss of HKD 4.6 million[10]. - The packaging products business recorded revenue of HKD 123.8 million, a significant increase of 51.2% from HKD 81.9 million in the prior year, with a segment profit of HKD 13.1 million[14]. - Revenue from the production and sale of packaging products reached HKD 123,792,000 in 2022, up from HKD 81,885,000 in 2021, indicating a significant increase of about 51%[166]. - The revenue from QR code packaging products and solutions was HKD 38,249,000, down from HKD 57,221,000 in 2021, reflecting a decrease of approximately 33.1%[171]. Financial Position - The company held cash reserves of approximately HKD 35 million as of June 30, 2022, down from HKD 60.2 million at the end of 2021[17]. - The debt-to-equity ratio increased to approximately 0.99 from 0.67 at the end of 2021[17]. - The company's current liabilities exceeded current assets by approximately HKD 283,458,000 as of June 30, 2022[107]. - The company's net asset value decreased to HKD 401,968 thousand as of June 30, 2022, down from HKD 487,045 thousand as of December 31, 2021, a decline of about 17.4%[123]. - The total equity attributable to the owners of the company was HKD 385,032 thousand as of June 30, 2022, down from HKD 469,917 thousand as of December 31, 2021, a decrease of approximately 17.9%[123]. - The company’s total current liabilities increased to HKD 294,109 thousand as of June 30, 2022, compared to HKD 268,217 thousand as of December 31, 2021, an increase of approximately 9.7%[122]. Cash Flow and Financing - The company's net cash flow from operating activities for the six months ended June 30, 2022, was a negative HKD 62,056 thousand, compared to a negative HKD 151,523 thousand for the same period in 2021, indicating an improvement[131]. - The company’s cash flow from investing activities showed a net outflow of HKD 114,420 thousand for the six months ended June 30, 2022[131]. - The company raised net new borrowings of HKD 44,646 thousand during the financing activities for the six months ended June 30, 2022[131]. - The company is actively negotiating loan restructuring with existing lenders to extend repayment schedules and alleviate financial constraints[111]. - Financial institutions have expressed willingness to provide new loans to the company for operational funding[137]. Shareholder Information - As of June 30, 2022, the company has a total of 624,000,000 shares held by Mr. Wang Liang, representing approximately 27.58% of the total issued shares[38]. - The company’s shareholding structure includes significant holdings by major shareholders, with Mr. Wang Liang holding 22.24% and Ms. Qiao Yan Feng holding 5.35%[45]. - The company did not recommend any interim dividend for the six months ended June 30, 2022[31]. - The weighted average number of ordinary shares used to calculate basic and diluted loss per share was 2,805,952,000 for the six months ended June 30, 2022, compared to 2,785,759,000 for the same period in 2021[187]. Investments and Acquisitions - A total of HKD 142,700,000 is allocated for expanding and developing its QR code business, with RMB 55,000,000 (approximately HKD 63,000,000) used for acquiring a subsidiary in China[57]. - The company has completed the acquisition of Tongyun Internet Technology (Beijing) Co., Ltd. in March 2017, with HKD 63,000,000 fully utilized for this acquisition[57]. - The company plans to maintain a flexible investment portfolio to withstand potential market volatility in the second half of 2022[99]. Corporate Governance - The company has committed to adhering to corporate governance codes throughout the six months ending June 30, 2022, with one non-executive director absent from the annual general meeting[100]. - There were no significant investments, acquisitions, or disposals during the reporting period[29].

Financial Performance - For the fiscal year ended December 31, 2021, the company recorded revenue of approximately HKD 283.5 million, an increase of about 37.1% compared to HKD 206.8 million in 2020[9]. - The company's loss for the fiscal year was approximately HKD 123 million, a decrease of about 28.5% from a loss of HKD 172 million in 2020[17]. - The QR code business generated revenue of approximately HKD 117.6 million, representing a 41.2% increase from HKD 83.3 million in 2020, with a segment profit of approximately HKD 24.2 million compared to a loss of HKD 6.5 million in the previous year[18]. - The packaging products business recorded revenue of approximately HKD 172.5 million, an increase of about 27.4% from HKD 135.4 million in 2020, with a segment profit of approximately HKD 7.5 million, up 44.2% from HKD 5.2 million[19]. - The revenue from the spirulina product business increased significantly to approximately HKD 1,300,000, up from HKD 41,000 in the previous year, marking a substantial growth[24]. Business Strategy and Operations - The company plans to optimize production capacity for its spirulina products, aiming for an annual capacity of 4,000 tons by the second half of 2022[10]. - The company will continue to expand its customer base in the QR code and packaging product businesses, investing resources to enhance QR code technology[10]. - The company believes that natural health products, such as spirulina and microalgae products, have growth potential, especially in the context of increasing health awareness due to the COVID-19 pandemic[10]. - The company has constructed production facilities for spirulina and related products in Shanxi Province, China, with production capacity gradually increasing[10]. - The company aims to further expand its market presence in other countries supported by a stable supply of spirulina[10]. Financial Investments - The financial investment business recorded a fair value loss of HKD 25,100,000 for the year, compared to a loss of HKD 14,200,000 in the previous year[22]. - The company sold shares of Genius Spring Limited for HKD 40,000,000, resulting in a loss of approximately HKD 8,300,000[37]. - The sale of Hope Capital Limited shares generated HKD 160,000,000, with a loss of about HKD 14,300,000 recognized[37]. - The group employed approximately 509 full-time employees and 8 part-time employees as of December 31, 2021, compared to 506 full-time employees in 2020[47]. - The company invested approximately HKD 16,156,000 in financial products as of December 31, 2021[62]. Corporate Governance - The company has adopted a stock option plan as a long-term incentive for eligible employees and directors[123]. - The board of directors has confirmed the independence of independent non-executive directors as per the relevant regulations[116]. - The company has established an executive committee responsible for overseeing management and daily operations[172]. - The board has not established a corporate governance committee, with its functions being collectively undertaken by the board[172]. - The company provides regular updates to directors regarding business changes and developments to assist informed decision-making[149]. Shareholder Information - Shareholders can request a special general meeting if they hold at least 10% of the voting rights of the company[191]. - If the board does not convene a special general meeting within 21 days of the request, the requesting shareholders can call the meeting themselves within 3 months[194]. - Shareholders can submit written requests to propose resolutions for the upcoming annual general meeting, including notices and statements not exceeding 1,000 words[196]. - Valid requests can be made by shareholders holding at least 5% of the total voting rights or by at least 100 shareholders[197]. - The company is required to provide notice to shareholders regarding any proposed resolutions for the upcoming annual general meeting[196]. Employee and Director Compensation - The total remuneration paid to the independent auditor was approximately HKD 1,900,000, with HKD 1,500,000 for audit services and HKD 400,000 for non-audit services[187]. - The salary range for senior management shows that 9 individuals earned less than HKD 1,000,000, while 2 individuals earned between HKD 1,000,001 and HKD 2,000,000[178]. - The compensation committee consists of two executive directors and three independent non-executive directors, with a focus on recommending compensation policies for directors and senior management[177]. - In the fiscal year ending December 31, 2021, the compensation committee held one meeting, with all members present[178]. Audit and Compliance - The financial statements have been audited by Deloitte Touche Tohmatsu Certified Public Accountants[139]. - The audit committee held two meetings during the fiscal year ending December 31, 2021, with attendance as follows: Xia Qicai (2/2), Zhang Rongping (1/2), and Du Chengquan (2/2)[174]. - The audit committee reviewed the group's annual performance for the fiscal year ending December 31, 2021, ensuring compliance with applicable accounting standards[174]. - The company has complied with the corporate governance code as per the listing rules throughout the year[143].

Financial Performance - The company reported a loss attributable to shareholders of HKD 61.4 million for the six months ended June 30, 2021, a decrease of 25.3% compared to a loss of HKD 82.2 million for the same period in 2020[9]. - Revenue for the six months ended June 30, 2021, was approximately HKD 136.8 million, representing an increase of about 49.7% from HKD 91.4 million in the same period of 2020[9]. - The overall gross margin for the group was 39.1%, slightly up from 39% for the six months ended June 30, 2020[9]. - The company reported a loss of HKD 72,074,000 for the six months ended June 30, 2021, compared to a loss of HKD 82,712,000 for the same period in 2020, representing a 12.5% improvement in performance[109]. - The overall comprehensive loss for the period totaled HKD 73,242,000, down from HKD 86,782,000 in the same period last year, showing a positive trend in overall financial performance[111]. - The company's basic and diluted loss per share improved to HKD 2.20 from HKD 3.19 in the previous year, reflecting a reduction in losses per share[109]. Revenue Breakdown - The QR code business generated revenue of HKD 57.2 million, a 67.7% increase from HKD 34.1 million in the previous year, with a segment profit of HKD 7.3 million[11]. - The packaging products business recorded revenue of HKD 81.9 million, up 25.6% from HKD 65.2 million in the same period last year, achieving a segment profit of HKD 2.4 million[12]. - Total revenue from sales of goods and services reached HKD 139,197,000, with a cost of sales amounting to HKD 84,780,000, resulting in a gross profit of HKD 54,417,000[109]. - Revenue from the production and sale of packaging products and QR code solutions was HKD 81,885,000, up from HKD 65,214,000 in the previous year, representing a growth of 25.6%[153]. - The revenue recognized at a point in time was HKD 139,188,000 for the six months ended June 30, 2021, compared to HKD 98,934,000 for the same period in 2020, reflecting a significant increase[156]. Financial Position - As of June 30, 2021, the group held cash reserves of HKD 76.5 million, down from HKD 142.4 million as of December 31, 2020[17]. - The debt-to-equity ratio as of June 30, 2021, was 0.48, compared to 0.28 as of December 31, 2020[17]. - The company's total assets as of June 30, 2021, amounted to HKD 1,136,991,000, an increase from HKD 971,940,000 in 2020, indicating growth in asset base[114]. - Cash and cash equivalents decreased to HKD 76,540,000 from HKD 142,440,000 in the previous year, highlighting liquidity challenges[114]. - The net value of current assets was HKD 28,486,000, compared to a net value of HKD 56,030,000 in the previous year, indicating a decline in current asset liquidity[114]. - The total equity attributable to the owners of the company rose to HKD 619,304 thousand as of June 30, 2021, compared to HKD 556,369 thousand at the end of 2020, marking an increase of approximately 11.3%[119]. Investments and Capital Expenditures - The company raised a net amount of HKD 406,100,000 from a share placement in November 2016, with HKD 263,400,000 used for the redemption of promissory notes[46]. - A total of HKD 142,700,000 was allocated for the expansion and development of its QR code business, including RMB 55,000,000 (approximately HKD 63,000,000) for the acquisition of a subsidiary in China[49]. - The company utilized HKD 58,700,000 for research and development, including hiring technical personnel[52]. - The company reported a total investment cost of HKD 520,742,000 as of June 30, 2021[80]. - The company has allocated HKD 30,800,000 for general office operating funds, which has been fully utilized[76]. Employee and Operational Updates - As of June 30, 2021, the company had approximately 506 employees in Hong Kong and mainland China[25]. - The company launched its new product, Rhizoclonium noodles, through the HKTV mall online sales channel during the reporting period[124]. - The company opened a retail store in "百味市集" located in Causeway Bay, Hong Kong, in August 2021, further expanding its market presence[124]. Debt and Liabilities - The company incurred a fair value loss of HKD 13.5 million on financial assets held for trading, compared to a loss of HKD 8.3 million in the same period last year[13]. - The company reported a net cash outflow from operating activities of HKD (151,523) thousand for the six months ended June 30, 2021, compared to a net inflow of HKD 35,690 thousand for the same period in 2020[122]. - The group’s total liabilities decreased from HKD 1,378,446 thousand as of December 31, 2020, to HKD 1,687,868 thousand as of June 30, 2021[119]. - The group’s uncollateralized borrowings amounted to HKD 149,539,000 as of June 30, 2021, significantly higher than HKD 58,990,000 as of December 31, 2020[195]. Shareholder Information - The board of directors did not recommend any interim dividend for the six months ended June 30, 2021, consistent with the previous year[26]. - The company reported a total of 624,000,000 shares held by Mr. Wang Liang, representing approximately 22.26% of the issued shares[37]. - The average weighted number of ordinary shares for calculating basic and diluted loss per share was 2,785,759,000 shares, compared to 2,574,810,000 shares in the previous year[173]. Financial Instruments and Risk Management - The company did not use any foreign exchange hedging products during the period to manage currency risks, closely monitoring exchange rate fluctuations[24]. - The company incurred a fair value loss of HKD 25,560,000 on convertible bonds embedded derivatives during the first half of 2021[161]. - The convertible bonds' maturity date has been extended from November 10, 2019, to November 10, 2021, as per the revised agreement[200]. - The interest on the convertible bonds is set at an annual rate of 12% from November 10, 2019, to the revised maturity date[200].

Financial Performance - The company recorded revenue of approximately HKD 206.8 million for the year ended December 31, 2020, a decrease of about 39.7% compared to HKD 342.7 million in 2019[8]. - The loss for the year ended December 31, 2020, was HKD 172 million, a reduction of 13.6% from a loss of HKD 199.1 million in 2019[9]. - Revenue from the QR code business was HKD 83.3 million, an increase from HKD 69.7 million in 2019, with a significant reduction in segment loss by 96.7% to HKD 6.5 million[15]. - The packaging products business generated revenue of HKD 135.4 million, down 48.0% from HKD 260.3 million in 2019, with segment profit decreasing by 74.6% to HKD 5.2 million[16]. Investments and Acquisitions - The acquisition of Hope Capital Limited was completed, with the company holding 83.9% of its equity post-acquisition, enhancing its capabilities in securities brokerage and asset management[18]. - Galaxy Vantage Limited acquired 100% of Hope Capital Limited for the issuance of 13,513 new shares, resulting in a 83.9% ownership stake in Hope Capital[105]. - The company held listed and unlisted investments valued at approximately HKD 112,000,000 and HKD 320,700,000, respectively[71]. - The investment in 渝太地產集團有限公司 resulted in a loss of HKD 3,000,000 for the year ended December 31, 2020, with a total investment cost of HKD 30,000,000[75]. - The investment in 威華達控股有限公司 showed a loss of HKD 27,163,000, with a fair value of HKD 46,217,000 as of December 31, 2020[75]. Business Strategy and Development - The company is diversifying its business into health food products, including the construction of a production facility for microalgae in Shanxi Province, with an expected annual production capacity of 10,000 tons[10]. - The company aims to start production of microalgae and related products in 2021, capitalizing on the growing health food market[10]. - The overall strategy includes expanding into complementary businesses to enhance the financial investment segment[18]. - The company continues to develop its QR code solutions and packaging products, seeking new business opportunities to meet increasing customer demand[10]. Financial Position and Capital Management - As of December 31, 2020, the company held outstanding convertible bonds amounting to HKD 112,200,000, a decrease from HKD 225,200,000 in 2019[21]. - The company had cash reserves of HKD 142,400,000 as of December 31, 2020, compared to HKD 40,500,000 in 2019[21]. - The asset-to-equity ratio was 0.28 as of December 31, 2020, down from 0.36 in 2019[21]. - The company raised a total of HKD 50,000,000 through share subscription agreements at HKD 0.37 per share, which will be used for general working capital[22]. Corporate Governance - The financial statements have been audited by Deloitte Touche Tohmatsu Certified Public Accountants[142]. - The board consists of three executive directors, four non-executive directors, and four independent non-executive directors[147]. - The company has adopted a share option scheme since May 18, 2012[133]. - The audit committee conducted two meetings during the fiscal year ending December 31, 2020, with full attendance from its members[160]. - The company has maintained sufficient public float as per listing rules as of December 31, 2020[141]. Risk Management - The company has maintained a robust internal control system to manage risks and ensure compliance with laws and regulations[192]. - The internal audit function focuses on identifying, monitoring, and reporting major risks faced by the group, including operational, legal compliance, and financial reporting risks[192]. - The company has faced risks from unstable consumer markets and rising labor costs in mainland China, which may impact its operations[193]. - The company plans to adopt a prudent business strategy and balanced risk management in response to the uncertainties caused by COVID-19[86]. Shareholder Information - The company does not recommend any final dividend for the year ended December 31, 2020, consistent with the previous year[109]. - The total interest held by Mr. Wang and Ms. Qiao amounts to 711,500,000 shares, representing approximately 25.7% of the issued shares[131]. - The company has a policy for shareholders to request special general meetings, requiring a written request from shareholders holding at least 10% of the voting rights[177]. Environmental and Social Responsibility - The company has implemented an environmental policy aimed at reducing its environmental impact and promoting energy-saving practices[196]. - The company emphasizes the importance of relationships with employees, customers, and business partners for sustainable development[197].

Ty 中國透雲科技集團有限公司 CHINA TOUYUN TECH GROUP LIMITED (於百萬達註冊成立的有限公司) 股份代號 : 1332 2020 中 期 報 告 目錄 公司資料 2 管理層討論及分析 3 權益披露 9 其他資料 12 簡明綜合損益及其他全面收益表 20 簡明綜合財務狀況表 22 簡明綜合權益變動表 24 簡明綜合現金流量表 25 簡明綜合財務報表附註 26 公司 股份過戶登記處 主要股份過戶登記處 MUFG Fund Services (Bermuda) Limited 4th Floor North Cedar House 41 Cedar Avenue Hamilton HM 12 Bermuda 董事 執行董事 王亮先生（主席） 杜東先生 老元華先生 非執行董事 陳輝先生 田宇澤女士 （於2020年4月7日獲委任） 獨立非執行董事 張榮平先生 夏其才先生 杜成泉先生 審核委員會 夏其才先生（主席） 張榮平先生 杜成泉先生 提名委員會 王亮先生（主席） 杜東先生 陳輝先生 張榮平先生 夏其才先生 杜成泉先生 薪酬委員會 杜成泉先生（主席） 王亮先生 杜東先生 張榮平先生 夏 ...

Financial Performance - The company recorded revenue of approximately HKD 342.7 million for the year ended December 31, 2019, a decrease of about 1.7% compared to HKD 348.8 million in 2018[11]. - The loss for the year ended December 31, 2019, was HKD 199.1 million, a reduction of 21.6% from a loss of HKD 254 million in 2018[12]. - Revenue from the QR code business was HKD 69.7 million for the year ended December 31, 2019, down from HKD 73.4 million in 2018, with a slight increase in segment loss of 2%[19]. - The packaging products business generated revenue of HKD 260.3 million, a decrease of 5.8% from HKD 276.2 million in 2018, but segment profit increased by 144% to HKD 20.5 million due to cost control measures[20]. - The company reported a fair value gain of HKD 10.1 million on financial assets measured at fair value through profit or loss, compared to a loss of HKD 1.3 million in the previous year[20]. Cash and Debt Management - As of December 31, 2019, the company held cash reserves of HKD 40.5 million, down from HKD 97.5 million in 2018[21]. - The debt-to-equity ratio was 0.36 as of December 31, 2019, compared to 0.17 in 2018, indicating increased leverage[21]. - The company issued convertible bonds totaling $40,000,000, with proceeds of approximately $39,671,000 (equivalent to HKD 309,439,000) allocated for the development of its subsidiary, Shanghai Touyun IoT Technology Co., Ltd.[24]. - As of December 31, 2019, the outstanding amount of convertible bonds was $28,800,000 (equivalent to HKD 225,236,000), which had matured on November 10, 2019, and the company received requests for repayment from bondholders.[26]. - The company repaid $6,000,000 in principal and $587,000 in interest on the convertible bonds after December 31, 2019, leaving an outstanding principal of $20,580,000 (equivalent to HKD 160,524,000) as of the report date.[26]. Business Strategy and Market Focus - The company plans to continue focusing on QR code and packaging solutions to meet growing customer demands[13]. - The QR code business faced challenges due to increased competition and the impact of COVID-19 on various industries in China[19]. - The company aims to explore more business opportunities and provide comprehensive services to adapt to market changes[13]. - The company is focused on expanding its market presence through strategic partnerships and acquisitions in relevant sectors[82]. Investments and Asset Management - As of December 31, 2019, the group held listed investments, unlisted investments, and investments in an associate amounting to approximately HKD 158,800,000, HKD 249,000,000, and HKD 209,200,000 respectively[43]. - The fair value of investments as of December 31, 2019, was reported at HKD 249,002,000[43]. - The company plans to diversify its investment portfolio to seek potential investments for generating investment income amid uncertain market conditions[78]. - The company has a significant investment in Hengda Health Industry Group, holding 740,000 shares, which represents 0.01% ownership, with a loss of HKD 919,000 reported[58]. Corporate Governance and Management - The board of directors is committed to ensuring effective governance and high operational standards within the company[90]. - The board consists of three executive directors, one non-executive director, and three independent non-executive directors[6]. - The company emphasizes the separation of roles between the chairman and the CEO to avoid power concentration[140]. - The company has established an executive committee composed of all executive directors to oversee management and daily operations[144]. Employee and Community Engagement - The company employed approximately 613 employees as of December 31, 2019, a decrease from 876 employees in 2018, with compensation policies based on performance and qualifications[35]. - The company is committed to providing a safe working environment and career growth opportunities for employees, which is essential for sustainable business development[185]. - The company donated 5,000 RMB to the Zhongshan Red Cross, reflecting its commitment to community investment[196]. Risk Management and Compliance - The company has maintained an effective risk management and internal control system to safeguard assets and ensure the reliability of financial data[178]. - The internal audit function has not identified any significant internal control deficiencies during the review of the risk management and internal control systems[179]. - The company has adopted an insider information disclosure policy to ensure compliance with legal and regulatory obligations[186]. Research and Development - The company has been involved in the development and application of nearly 40 patents in the field of IoT and various sensors[86]. - The company has a dedicated team for research and development of new technologies to enhance its service offerings[86].

Financial Performance - The company reported a loss attributable to shareholders of HKD 71 million for the six months ended June 30, 2019, a decrease of 14.25% compared to a loss of HKD 82.8 million for the same period in 2018[8]. - The group reported a net loss attributable to shareholders of HKD 70,955,000 for the six months ended June 30, 2019, compared to a loss of HKD 82,838,000 in the same period of 2018[180]. - The group reported a net loss of HKD 68,877,000 for the six months ended June 30, 2019, compared to a loss of HKD 83,100,000 for the same period in 2018, representing a 17.2% improvement in losses[76]. - Total comprehensive loss for the period was HKD 71,079,000, a decrease from HKD 75,517,000 in the previous year, indicating a 5.9% reduction in overall losses[76]. - The group’s net profit before tax for the six months ended June 30, 2019, was HKD (67,672,000), compared to HKD (83,051,000) in the same period of 2018, indicating an improvement in financial performance[157]. Revenue and Profitability - Revenue for the six months ended June 30, 2019, was approximately HKD 161.7 million, a slight decrease of about 0.3% from HKD 162.2 million in the same period of 2018[8]. - The group's total revenue for the six months ended June 30, 2019, was HKD 161,697,000, a slight decrease from HKD 162,182,000 in the same period of 2018[157]. - Revenue from the packaging products segment increased to HKD 131,559,000 in 2019, compared to HKD 124,772,000 in 2018, reflecting a growth of approximately 5.6%[161]. - The QR code services segment generated revenue of HKD 28,364,000, down from HKD 36,304,000 in 2018, indicating a decline of about 21.9%[165]. - The financial investment segment reported a significant increase in revenue to HKD 21,020,000 in 2019, compared to a loss of HKD 2,643,000 in 2018[165]. Cost Management and Expenses - The overall gross profit margin improved to 31.1% for the six months ended June 30, 2019, compared to 29.3% for the same period in 2018, primarily due to reduced operating costs[8]. - Administrative expenses decreased to HKD (79,586) thousand from HKD (108,790) thousand in the previous year, indicating improved cost management[73]. - The group’s financial costs for the six months ended June 30, 2019, were HKD 11,155,000, compared to HKD 19,671,000 in the previous year, showing a reduction in financial expenses[157]. - Interest paid decreased to HKD 7,371,000 from HKD 11,226,000, a reduction of 34.5%, indicating improved interest management[90]. Assets and Liabilities - The company's total assets as of June 30, 2019, amounted to HKD 630,559,000, an increase from HKD 609,032,000 at the end of 2018, reflecting a growth of 3.9%[79]. - Current liabilities totaled HKD 324,510,000, slightly up from HKD 316,414,000 at the end of 2018, showing a 2.5% increase[79]. - The equity attributable to the owners of the company decreased to HKD 668,372,000 from HKD 726,792,000, a decline of 8.0%[82]. - The company's cash and cash equivalents were reported at HKD 51,008,000, down from HKD 97,513,000, a decrease of 47.8%[79]. - The net current assets decreased to HKD 54,324,000 from HKD 118,258,000, a decline of 54.0%[79]. Investments and Acquisitions - The company raised a net amount of HKD 406,100,000 from a share placement in November 2016, with HKD 263,400,000 used to redeem acceptance notes[37]. - A total of HKD 142,700,000 was allocated for expanding and developing the QR code business, with HKD 63,000,000 already fully utilized for acquisitions[43]. - The company completed the acquisition of a subsidiary in March 2017, which was funded with HKD 63,000,000[43]. - The group held significant investments in listed investments, unlisted investments, and joint ventures amounting to approximately HKD 104.3 million, HKD 256.1 million, and HKD 193.5 million respectively[56]. Shareholder Information - The company did not recommend any interim dividend for the six months ended June 30, 2019, consistent with the same period in 2018[22]. - As of June 30, 2019, the company had a total of 2,246,000,000 shares held by Mr. Wang Liang, representing approximately 22.92% of the issued shares[31]. - Ms. Qiao Yan Feng holds 600,000,000 shares through controlled entities, accounting for about 6.12% of the total shares[31]. Cash Flow and Financial Management - Operating cash flow for the six months ended June 30, 2019, was a net outflow of HKD 81,951,000, compared to a net outflow of HKD 76,712,000 in 2018, representing an increase of 3.2% in cash used[90]. - Cash flow from investing activities showed a net inflow of HKD 46,601,000 for the six months ended June 30, 2019, compared to a net outflow of HKD 16,796,000 in 2018, indicating a significant improvement in investment cash flow[90]. - The company reported a decrease in cash and cash equivalents, with a net decrease of HKD 43,635,000 for the period, compared to a net decrease of HKD 95,982,000 in the previous year, reflecting a 54.5% reduction in cash outflow[90]. - The company received HKD 100,000,000 from the redemption of receivables during the investment activities, which was not reported in the previous year[90]. Lease and Compliance - As of January 1, 2019, the company recognized lease liabilities of HKD 17,092,000 and right-of-use assets of HKD 16,281,000[129]. - The company confirmed that any differences arising from the initial application of HKFRS 16 will be recognized in the opening balance of equity without restating comparative information[126]. - The company will apply a single discount rate to a portfolio of leases with similar asset types and economic environments[128]. Trade Receivables and Payables - Trade receivables, net of impairment losses, were HKD 64,515,000 as of June 30, 2019, up from HKD 61,804,000 as of December 31, 2018, indicating a growth of about 4.5%[191]. - The aging analysis of trade receivables showed that amounts overdue by more than 3 months increased to HKD 15,039,000 from HKD 7,345,000, representing a significant rise of approximately 104.5%[192]. - Trade payables totaled HKD 38,656,000 as of June 30, 2019, down from HKD 42,121,000 as of December 31, 2018, reflecting a decrease of about 8.8%[198]. - Other payables and accrued liabilities increased to HKD 24,212,000 as of June 30, 2019, compared to HKD 17,883,000 as of December 31, 2018, marking an increase of approximately 35.4%[199].