股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年7月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 透雲生物科技集團有限公司 呈交日期: 2025年8月1日 第 1 頁 共 10 頁 v 1.1.1 FF301 II. 已發行股份及/或庫存股份變動 | 1. 股份分類 | 普通股 | | 股份類別 | 不適用 | | 於香港聯交所上市 (註1) | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 01332 | 說明 | | 普通股 | | | | | | | | 已發行股份（不包括庫存股份）數目 | | | 庫存股份數目 | | 已發行股份總數 | | | 上月底結存 | | | | 2,805,952,149 | | 0 | | 2,805,952,149 | | 增加 / 減少 (-) | | | | | | | | | | 本月底結存 | | | | 2,805,952,149 | | 0 | | 2,805,952,149 ...

Core Viewpoint - The company has entered into an agreement to sell steam pipeline assets for RMB 14.817 million, which is expected to enhance cash flow and allow for better resource allocation for future development [1][2]. Group 1: Asset Sale Details - The seller, a wholly-owned subsidiary of the company, has agreed to sell steam pipeline facilities located in Changzhi City, Shanxi Province, to the buyer, representing the local government [1]. - The assets being transferred include a 550-meter medium-pressure steam pipeline, a 420-meter condensate recovery pipeline, and additional pipelines totaling 3,100 meters [1]. - The construction of the steam supply pipelines was completed on August 20, 2021, as part of a facility supported by a cooperation agreement with the local government [1]. Group 2: Financial Implications - The board of directors believes that the sale is appropriate and will strengthen the company's cash flow [2]. - The proceeds from the sale will improve the company's liquidity and allow for the reallocation of resources for future growth [2].

Core Viewpoint - The company, Touyun Biotechnology (01332.HK), has announced the sale of certain steam pipeline assets to Changzhi Lucheng Luxin Construction Investment Group Co., Ltd. for a total consideration of RMB 14.82 million, which is expected to enhance the company's cash flow and improve liquidity for future development [1]. Group 1 - The sale involves the transfer of several steam pipeline facilities located in Changzhi City, Shanxi Province, including a 550-meter medium-pressure steam pipeline and a 420-meter condensate recovery pipeline within a power plant [1]. - Additionally, the agreement includes the transfer of 1,550 meters of medium-pressure steam pipeline, 1,550 meters of condensate recovery pipeline, and associated facilities from the power plant to the boundary of the company's factory in the Lucheng Economic and Technological Development Zone [1]. - The board of directors believes that the sale is appropriate considering the cash consideration received, which will strengthen the company's cash flow and allow for better allocation of resources for future growth [1].

香 港 交 易 及 結 算 所 有 限 公 司 及 香 港 聯 合 交 易 所 有 限 公 司 對 本 公 告 的 內 容 概 不 負 責，對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部 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） 須予披露交易 出售固定資產 於 2025 年 7 月 31 日（ 交 易 時 段 後 ）， 賣 方（ 本 公 司 的 間 接 全 資 附 屬 公 司 ）（ 作 為 賣 方 ）與 買 方 就 出 售 位 於 山 西 省 長 治 市 潞 城 區 的 若 干 蒸 汽 管 道 設 施 訂 立 蒸 汽 管 網 資產轉讓協議，代價為人民幣14,816,964元。 由於出售事項所涉及適用百分比率（ 定義見上市規則第14.07 條 ）超過5 %但低於 25 %，故出售事項構成本公司的須予披露交易，因此須遵守上市規則第14章項 下申報及公告規定。 出售協議 於2025年7月31日（ 交易時段後 ） ...

[Announcement Overview](index=1&type=section&id=Announcement%20Overview) This announcement provides a quarterly update on the action plan to address audit qualifications and ensures compliance with listing rules [Purpose and Background of Announcement](index=1&type=section&id=Purpose%20and%20Background%20of%20Announcement) This announcement supplements the 2024 annual report, updating on the audit qualification action plan and board compliance with listing rules - This announcement supplements the 2024 annual report, primarily providing a quarterly update on the action plan to address audit qualifications[3](index=3&type=chunk) - The Board of Directors issues this announcement in compliance with Rule 13.09(2) of the Listing Rules and the Inside Information Provisions of Part XIVA of the SFO[3](index=3&type=chunk) [Quarterly Update on Mitigation Measures for Audit Qualifications](index=2&type=section&id=Quarterly%20Update%20on%20Mitigation%20Measures%20for%20Audit%20Qualifications) The company is implementing diverse strategies including business expansion, debt management, asset disposal, and market promotion to address audit qualifications [Business Expansion and Revenue Streams](index=2&type=section&id=Business%20Expansion%20and%20Revenue%20Streams) The company is launching new health products to expand its customer base and revenue streams, capitalizing on market growth potential - The company is launching a series of new health products targeting diverse customer groups to expand its customer base and revenue streams[4](index=4&type=chunk) - The Board believes the health product market has significant growth potential due to increasing public health awareness[4](index=4&type=chunk) [Debt Management and Fundraising](index=2&type=section&id=Debt%20Management%20and%20Fundraising) The company actively manages debt and raises working capital through shareholder commitments, new loans, and loan term extensions - Director Mr. Wang Liang and Shareholder Ms. Qiao Yanfeng have committed not to demand repayment of approximately **HK$121.8 million** in outstanding debts until the Group has sufficient cash reserves[4](index=4&type=chunk) New Loan Details | Source | Amount (HKD) | Purpose | | :--- | :--- | :--- | | Mr. Wang Liang | 2.3 million | Working Capital | | Several Borrowers | 28.0 million | Working Capital | - The company is negotiating with a borrower to extend the term of a loan with a principal amount of **RMB60 million** due on June 7, 2025, with the borrower indicating willingness to negotiate and not pursue collection actions[4](index=4&type=chunk) [Asset Disposal and Efficiency Improvement](index=2&type=section&id=Asset%20Disposal%20and%20Efficiency%20Improvement) The company is increasing working capital by divesting non-core assets and unprofitable businesses, having completed two subsidiary equity sales with significant expected gains - The company is exploring increasing working capital by realizing non-core asset projects and divesting unprofitable businesses[4](index=4&type=chunk) Subsidiary Equity Disposal Details | Disposal Date | Percentage of Shares Disposed | Consideration (RMB) | Estimated Unaudited Disposal Gain (HKD) | | :--- | :--- | :--- | :--- | | March 6, 2025 | 30% | 5,000,000 | 6,000,000 | | May 6, 2025 | 70% | 13,000,000 | 15,300,000 | [Market Promotion and Distribution Strategy](index=3&type=section&id=Market%20Promotion%20and%20Distribution%20Strategy) The company is accelerating product distribution and customer engagement through negotiations with supermarket chains and collaborations with key opinion leaders for live stream promotions - The company is in ongoing discussions with leading supermarket chains/groups regarding formal agreements for the distribution and sale of the Group's products[5](index=5&type=chunk) - The company is collaborating with several renowned Key Opinion Leaders to promote products and boost sales through live streaming commerce channels[5](index=5&type=chunk) [Other Important Information](index=3&type=section&id=Other%20Important%20Information) The company advises caution for investors and provides the current composition of its Board of Directors [Investment Advisory and Board Composition](index=3&type=section&id=Investment%20Advisory%20and%20Board%20Composition) The company advises shareholders and potential investors to exercise caution when trading its securities and lists the current Board of Directors - The company reminds shareholders and potential investors to exercise caution when dealing in the company's securities[6](index=6&type=chunk) - As of the announcement date, the Board of Directors comprises Mr. Wang Liang (Chairman), Mr. Du Dong (Executive Director), Mr. Chen Hui, Ms. Tian Yuze, Mr. Zhang Lele (Non-executive Directors), and Mr. Zhang Rongping, Mr. Xia Qicai, Mr. Du Chengquan (Independent Non-executive Directors)[6](index=6&type=chunk)

Group 1 - Zhengrong Real Estate (06158.HK) has appointed joint liquidators by its controlling shareholder, and trading of its shares will resume from 9 AM on Wednesday, with business operations continuing as usual [1] - XPeng Motors (09868.HK) plans to hold a board meeting on May 21 to approve its first-quarter results [1] - Xiehe New Energy (00182.HK) reported a total equity generation of 3,330.69 GWh in the first four months, a year-on-year decrease of 2.24%, with April's generation at 809.84 GWh, down 6.48% year-on-year [1] Group 2 - Touyun Biotechnology (01332.HK) plans to sell 70% of its stake in Weidao International for 13 million yuan [1] - Gilead Sciences (01672.HK) will present early research findings on its obesity candidate drug ASC47 at the 32nd European Congress on Obesity (ECO 2025) through oral and poster presentations [1] - Yuanda Pharmaceutical (00512.HK) has successfully reached clinical endpoints in its Phase II clinical study of the global innovative product STC3141 for the treatment of sepsis in China [1] Group 3 - Shanggao New Energy (01250.HK) reported a cumulative operational generation of approximately 1.0196 million MWh in the first two months, representing a year-on-year increase of about 13.1% [1]

Financial Performance - For the fiscal year ending December 31, 2024, the company recorded revenue of approximately HKD 160 million, a decrease of about 19.4% compared to HKD 198.6 million in 2023[9]. - The loss for the fiscal year was approximately HKD 88 million, a significant reduction of about 67.7% from HKD 272.6 million in 2023[9]. - The decrease in loss was primarily due to a reduction in fair value losses on financial assets and a decrease in impairment of property, plant, and equipment[9]. - The QR code business generated revenue of approximately HKD 60.4 million, down about 14.7% from HKD 70.8 million in 2023, with a segment loss of approximately HKD 9.5 million[18]. - The packaging products business recorded revenue of approximately HKD 75.8 million for the year ended December 31, 2024, a decrease of about 29.1% compared to HKD 106.9 million in 2023, with a segment loss of approximately HKD 7.4 million[19]. - The Rhyne algae product business generated revenue of approximately HKD 16.1 million, a decrease from HKD 20.3 million in 2023, with a segment loss of approximately HKD 13 million, significantly reduced from HKD 106.1 million in the previous year[22]. - As of December 31, 2024, the company held outstanding unsecured borrowings of approximately HKD 297.4 million and secured bank borrowings of approximately HKD 68.7 million, with an asset-liability ratio of about 113%, up from 94% in 2023[25]. - The total employee cost for the year, including director remuneration, was approximately HKD 69,000,000, a decrease from HKD 70,400,000 in 2023[79]. Business Strategy and Development - The company plans to expand its product offerings, including low glycemic index foods and new applications for its products, such as plant-based fish and shrimp[12]. - The company has entered over 2,000 retail and food service locations in the Chinese market, establishing a solid foundation for business growth in 2024[12]. - The company aims to enhance product and process research and development to improve production efficiency and reduce energy consumption[10]. - The company is focusing on developing two product lines and enhancing market exposure through various sales channels and marketing activities[10]. - The company anticipates launching various new products using green and white strains of its algae by 2025 to meet diverse customer needs[13]. - The company has a strategic focus on expanding its QR code business and enhancing its technological capabilities through research and development investments[38]. Investments and Financial Management - The financial investment business reported a fair value gain of approximately HKD 4.6 million, compared to a fair value loss of approximately HKD 0.9 million in the previous year, while the fair value loss for non-trading financial assets was approximately HKD 38.1 million, down from HKD 99.5 million in 2023[20]. - As of December 31, 2024, the group held significant investments valued at approximately HKD 51.2 million in listed investments and HKD 95.9 million in unlisted investments[43]. - The fair value of the group's significant investments accounted for 5% or more of total assets, with specific investments including HKD 37,168,000 in Haotian International Construction Investment Group[43]. - The company has a strong network in capital markets in Hong Kong and China, enhancing its investment and acquisition capabilities[49]. - The company has been involved in various sectors, including mining, logistics, education, and internet industries, showcasing its diverse investment portfolio[49]. Corporate Governance - The independent auditor, Deloitte Touche Tohmatsu, has audited the financial statements and is eligible for reappointment[94]. - The board of directors will consider various factors, including financial performance and economic conditions, before recommending any dividend payments[68]. - The board has established three committees: audit committee, remuneration committee, and nomination committee, to assist in governance[108]. - The company emphasizes the importance of corporate governance for sustainable growth and stakeholder value creation[99]. - The board has not established a corporate governance committee, with responsibilities shared among all board members[123]. Environmental, Social, and Governance (ESG) Initiatives - The company has implemented an environmental policy aimed at reducing its environmental impact and promoting employee health and safety[145]. - The group has implemented a "zero wastewater discharge" goal by achieving 100% reuse of production wastewater in its Shanxi algae business[168]. - The group plans to continue enhancing its ESG governance framework and align with national "dual carbon" strategies for sustainable development[168]. - The average customer satisfaction rate reached 97% with no product recalls due to safety and health reasons during the year[173]. - The company aims to reduce its carbon footprint by enhancing energy efficiency and reducing emissions through various measures[175]. Risk Management - The company is actively monitoring currency risks, particularly with revenues primarily denominated in USD and RMB, and expenses in HKD and RMB[32]. - The board acknowledges the importance of the internal control system for risk management and compliance with laws and regulations[141]. - The company has identified acute risks from extreme weather events, which could lead to revenue loss and increased operational costs[182]. - Chronic risks such as rising average temperatures may increase operational costs related to cooling systems and health protection measures[182]. - The company regularly assesses climate-related risks and develops targeted strategies to mitigate potential negative impacts on financial performance[186].

Core Viewpoint - The company plans to adopt a new share option scheme and terminate the existing scheme, pending shareholder approval at the annual general meeting on April 24, 2025 [1][2] Group 1: Existing Share Option Scheme - The existing share option scheme was adopted on June 2, 2022, and is valid for ten years from the adoption date [1] - As of the announcement date, there are 355,968,000 share options granted under the existing scheme that remain unexercised [1] - The board does not intend to grant any further share options under the existing scheme until the annual general meeting [1] Group 2: New Share Option Scheme - The new share option scheme is proposed to attract and retain talented individuals within the group, providing additional incentives for eligible participants [2] - The new scheme aims to enhance the overall success of the group by offering eligible participants an opportunity to have personal stakes in the company [2] - The new share option scheme will comply with the revised Listing Rules effective from January 1, 2023, and will be valid for ten years from its adoption [1][2]

Financial Performance - For the fiscal year ending December 31, 2024, the company reported a net loss of HKD 88,040,000, compared to a net loss of HKD 272,569,000 in the previous year, representing a 67.7% improvement[3]. - The company’s total comprehensive loss for the year was HKD 87,499,000, compared to HKD 271,023,000 in the previous year, indicating a significant reduction of 67.7%[4]. - The basic and diluted loss per share improved to HKD 0.10 in 2024 from HKD 0.314 in 2023, reflecting a decrease in loss per share of 68.3%[3]. - The company reported a net interest income of HKD 1,598,000, compared to a net loss of HKD 2,729,000 in the previous year, indicating a positive shift in financial performance[3]. - Other income, gains, and losses for 2024 amounted to a net loss of HKD 30,532,000, compared to a net loss of HKD 174,834,000 in 2023, indicating a significant improvement[24]. Revenue and Sales - Total revenue from sales of goods and services for 2024 was HKD 152,299,000, down from HKD 198,032,000 in 2023, indicating a decrease of 23.1%[3]. - The revenue from the packaging products business in 2024 is HKD 75,847,000, down 29.0% from HKD 106,909,000 in 2023[17]. - The revenue from the QR code business was approximately HKD 60,400,000, a decrease of about 14.7% from HKD 70,800,000 in 2023, with a segment loss of approximately HKD 9,500,000[75]. - The algae product business generated revenue of HKD 16,085,000 in 2024, a decline of 20.0% from HKD 20,323,000 in 2023[17]. - The total revenue from all segments combined was HKD 152,299,000 in 2024, down from HKD 198,032,000 in 2023, reflecting an overall decrease of approximately 23.1%[23]. Expenses and Cost Management - Administrative expenses decreased to HKD 100,453,000 in 2024 from HKD 118,007,000 in 2023, a reduction of 14.9%[3]. - Research and development expenses for 2024 are HKD 20,918,000, down from HKD 22,293,000 in 2023, reflecting a decrease of 6.1%[18]. - The company's materials cost for the year was HKD 57,652,000, a decrease from HKD 97,659,000 in 2023[29]. - The impairment loss on inventory for 2024 was HKD 544,000, significantly lower than HKD 14,517,000 in 2023, indicating improved inventory management[26]. - The company reported a significant reduction in unallocated expenses, decreasing from HKD 31,306,000 in 2023 to HKD 24,827,000 in 2024[17]. Assets and Liabilities - Current liabilities exceeded current assets by HKD 383,930,000, indicating significant liquidity concerns[8]. - The company's total liabilities amounted to HKD 40,642,000, raising doubts about its ability to continue as a going concern[8]. - The company reported a decrease in non-current assets from HKD 444,856,000 in 2023 to HKD 376,266,000 in 2024, a decline of approximately 15.4%[5]. - The company's cash and cash equivalents decreased from HKD 34,493,000 in 2023 to HKD 16,317,000 in 2024, a drop of about 52.8%[5]. - The debt-to-asset ratio increased to approximately 113% as of December 31, 2024, compared to 94% in 2023, primarily due to net losses incurred by the company[81]. Strategic Initiatives - The company plans to focus on new product development and market expansion strategies to enhance future growth prospects[2]. - The company aims to expand the sales market for its products in mainland China to improve liquidity and profitability[8]. - The company is actively seeking additional financing sources to enhance operational cash flow and meet financial needs[8]. - The company is developing new products such as artificial fish, shrimp, and plant-based milk, and is expanding its market and customer base due to increasing health awareness[80]. - The company anticipates that the strategic financial planning consultant will leverage investment banking relationships to identify potential investors and projects, enhancing growth opportunities[62]. Segment Performance - The group has four reportable segments, each independently managed to assess performance and allocate resources[13]. - The segments include QR code business, packaging products, financial investment, and production and sale of microalgae products[15]. - The total segment loss for 2024 is HKD 43,721,000, significantly improved from a loss of HKD 230,384,000 in 2023[17]. - The financial investment business reported a net income of HKD 4,565,000 in 2024, compared to a loss of HKD 894,000 in 2023[17]. - The revenue from the provision of two-dimensional code packaging products decreased from HKD 13,620,000 in 2023 to HKD 6,328,000 in 2024, a decline of approximately 53.6%[22]. Governance and Compliance - The consolidated financial statements are prepared based on the Hong Kong Financial Reporting Standards and comply with the relevant disclosure requirements[10]. - The company is committed to ensuring the accuracy of its financial reporting and compliance with applicable regulations[10]. - The group has complied with all applicable corporate governance codes as of December 31, 2024[104]. - The independent auditor's report was commissioned to review the consolidated financial statements of the group for the year ending December 31, 2024[68]. - The board of directors includes both executive and non-executive members, ensuring a diverse governance structure[112].

Financial Performance - For the six months ended June 30, 2024, the company reported a loss attributable to shareholders of HKD 48 million, a decrease of 42.9% compared to a loss of HKD 84 million for the same period in 2023[4] - Revenue for the same period was approximately HKD 74.3 million, down 28.1% from HKD 103.4 million in the prior year, with an overall gross margin of 43.7%, up from 34.4%[4] - The company reported a net loss of approximately HKD 48,819,000 for the six months ended June 30, 2024[51] - The group’s operating loss before tax for the six months ended June 30, 2024, was HKD 49,145,000, an improvement from a loss of HKD 85,081,000 in the previous year[61] - For the six months ended June 30, 2024, the group reported a pre-tax loss of HKD 45,169,000, a decrease from a loss of HKD 55,377,000 in the same period of 2023, indicating an improvement of approximately 18.5%[70] Revenue Breakdown - The QR code business generated revenue of HKD 26 million, with a segment loss of HKD 13.2 million, slightly down from HKD 26.5 million in revenue and a loss of HKD 15 million in the previous year[4] - The packaging products business recorded revenue of HKD 41.5 million, a decrease of 32.0% from HKD 61 million, resulting in a segment loss of HKD 2.7 million compared to a profit of HKD 1.3 million in the prior year[5] - Revenue from sales of goods and services was HKD 73,047,000, with a cost of sales of HKD 41,108,000, resulting in a gross profit of HKD 31,939,000[38] - Revenue from the production and sale of packaging products and provision of QR code packaging solutions was HKD 41,494,000, down from HKD 61,033,000 in the previous year, representing a decline of 32.1%[63] - The QR code solution segment generated revenue of HKD 20,849,000, an increase of 21.6% from HKD 17,179,000 in the prior year[63] - The revenue from the production and sale of Rhine algae products was HKD 5,528,000, significantly down from HKD 16,808,000, marking a decrease of 67.1%[65] - The financial investment segment reported revenue of HKD 1,220,000, compared to a loss of HKD 978,000 in the same period last year[65] Cash Flow and Liquidity - The company held cash reserves of approximately HKD 13.8 million as of June 30, 2024, down from HKD 34.5 million at the end of 2023[9] - Cash flow from operating activities showed a net outflow of HKD 35,566,000, compared to a net inflow of HKD 13,245,000 in the same period last year[48] - Cash and cash equivalents decreased by HKD 20,955,000 during the period, ending with HKD 13,757,000 as of June 30, 2024[48] - The company plans to seek new financing to repay existing loans and improve liquidity, with a total of HKD 118,595,000 owed to certain directors and shareholders[51] - The company is actively exploring the sales market for its products in mainland China to enhance liquidity and profitability[51] Assets and Liabilities - The company’s total assets decreased to HKD 571,843,000 as of June 30, 2024, down from HKD 607,340,000 as of December 31, 2023[42] - Current liabilities increased to HKD 464,754,000 from HKD 380,713,000, resulting in a net current liability of HKD 307,102,000[42] - The company's current liabilities and net liabilities were approximately HKD 307,102,000 and HKD 25,574,000, respectively, as of June 30, 2024[51] - The group’s total bank and other borrowings amounted to HKD 369,187,000 as of June 30, 2024, an increase from HKD 356,344,000 as of December 31, 2023, representing a growth of about 3.6%[91] Shareholder Information - As of June 30, 2024, the company’s directors and senior executives hold a total of 767,500,000 shares, representing approximately 27.35% of the issued shares[20] - The company has a total of 81,806,000 stock options that could potentially be issued, equivalent to about 2.92% of the total issued shares as of the report date[21] - The total number of issued and fully paid shares remained at 2,805,952,000 as of both June 30, 2024, and December 31, 2023[96] - The weighted average number of ordinary shares used to calculate basic and diluted loss per share remained unchanged at 2,805,952,000 shares for both periods[76] Stock Options and Incentives - The company has granted a total of 54,000,000 stock options under the 2012 and 2022 plans, with no options exercisable as of June 30, 2024[101] - The stock options are designed to reward eligible participants contributing to the group's successful operations[100] - The company aims to retain valuable human resources for growth and development through the stock option plans[100] - The total expense recognized for share-based payments for the six months ended June 30, 2024, was HKD 1,620,000, compared to HKD 4,561,000 for the same period in 2023[110] Governance and Compliance - The company has adhered to corporate governance codes throughout the six months ending June 30, 2024, with one non-executive director absent from the annual general meeting[33] - The audit committee reviewed the company's accounting policies and practices for the six months ending June 30, 2024[36] - There were no changes in director information that required disclosure under the listing rules[37] Market Outlook - The company anticipates continued market volatility due to rising interest rates and geopolitical developments, maintaining a cautious strategy[32]