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: 中國正通汽車服務控股有限公司 呈交日期: 2025年8月5日 I. 法定/註冊股本變動 | 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) | 01728 | 說明 | 普通股 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 20,000,000,000 | HKD | | 0.1 | HKD | | 2,000,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 20,000,000,000 | HKD | | 0.1 | HKD | | 2,000,000,00 ...

Core Viewpoint - Zhengtong Automobile (01728) announced that it received a letter from the Stock Exchange on July 29, 2025, regarding the guidelines for the resumption of trading of its shares [1] Group 1 - The company must comply with the minimum public float requirement under Rule 8.08(1)(a) for resumption of listing [1] - The company is required to disclose all material information to the market for shareholders and investors to assess its condition [1] - Trading of the company's shares remains suspended [1]

此外，继续停牌。 正通汽车(01728)发布公告，于2025年7月29日，公司收到联交所函件，其中公司股份恢复买卖的指引载 列如下：(a)恢复上市规则第8.08(1)(a)条项下规定的最低公众持股量;及(b)向市场公布所有重要资讯，以 供公司股东及投资者评估其状况。 ...

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之內容概不負責， 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之任何損失承擔任何責任。 China ZhengTong Auto Services Holdings Limited 中國正通汽車服務控股有限公司 （根據開曼群島法律註冊成立的有限公司） （股份代號：1728） 復牌指引及 繼續暫停買賣 本公告乃由中國正通汽車服務控股有限公司（「本公司」）根據香港聯合交易所有限公 司（「聯交所」）證券上市規則（「上市規則」）第13.09條及香港法例第571章證券及期貨 條例第XIVA部項下之內幕消息條文而作出。 茲提述(i)本公司與信達汽車（香港）有限公司（「要約人」）於2025年6月9日就（其中包 括）要約而聯合刊發之綜合要約及回應文件（「綜合文件」）；及(ii)本公司與要約人於 2025年6月30日就（其中包括）要約結果及本公司股份於聯交所暫停買賣之聯合公告 （「該公告」）。除另有界定者外，本公告所用詞彙與綜合文件及該公告所界定者具有 相同涵義。 – 1 – 復牌指引 於2025年7月29 ...

Group 1 - Zheng Yongda has been appointed as the Party Secretary and Chairman of Xiamen International Trade Holdings Group Co., Ltd. [1] - Prior to this role, Zheng Yongda served as the Deputy Secretary and General Manager of Xiamen Jianfa Group Co., Ltd. [3] - The previous Party Secretary and Chairman of Xiamen International Trade Holdings was Xu Xiaoxi, who has now taken on the same roles at Xiamen Jianfa Group [3] Group 2 - Xiamen International Trade Holdings Group is a state-owned enterprise based in Xiamen, focusing on modern, international, and comprehensive capital investment [4] - The company operates in various sectors including supply chain services, urban construction and operation, consumer and health, advanced manufacturing, and financial services [4] - Xiamen International Trade Holdings is recognized as a Fortune Global 500 company and has consistently ranked in various top enterprise lists in China [4]

Core Points - The articles celebrate the spirit of labor, emphasizing the importance of hard work and dedication in various industries, particularly in the context of China's development and modernization efforts [1][2][13] - The recognition of labor models and advanced workers highlights their contributions to the nation and serves as an inspiration for others [2][4] Group 1: Labor Spirit - The articles illustrate the dedication of workers across different sectors, showcasing their commitment and the physical evidence of their labor, such as worn-out gloves [2][5][6] - Workers like Wu Zeping and Gao Jianlin exemplify the labor spirit, achieving significant results in their fields through hard work and innovation [4][5] - The narrative emphasizes that high-quality development is closely tied to high-quality labor, encouraging the younger generation to pursue excellence in their skills [4][5] Group 2: Craftsmanship Spirit - The articles highlight the meticulous nature of craftsmanship in various industries, where precision and attention to detail are paramount [8][9][12] - Engineers and technicians are portrayed as key players in advancing technology and manufacturing, contributing to significant projects like aircraft and large-scale machinery [9][10][11] - The pursuit of excellence and innovation in manufacturing is underscored as essential for achieving national goals and enhancing industrial capabilities [11][12]

Financial Performance - In 2024, the company reported revenues of RMB 20,746,774 thousand, a decrease of 14.5% compared to 2023[9]. - The company experienced a net loss of RMB 1,529,086 thousand in 2024, which is an increase of 86.3% from the previous year's loss of RMB 820,480 thousand[9]. - The group's revenue for the year ended December 31, 2024, was approximately RMB 20,746.8 million, a decrease of about 14.0% compared to RMB 24,132.0 million in 2023, primarily due to a decline in new car sales volume and prices[39]. - Revenue from new car sales for 2024 was approximately RMB 15,978.6 million, down about 21.0% from RMB 20,224.3 million in 2023, accounting for 77.0% of total revenue[39]. - The group's gross profit for the year was approximately RMB 779.1 million, a decrease of about 22.8% from RMB 1,008.6 million in 2023, with a gross margin of 3.8%[43]. - Operating loss for the year was approximately RMB 549.0 million, compared to an operating profit of RMB 168.2 million in 2023, mainly due to declines in new car sales and gross margin[47]. - The group's net loss for the year was approximately RMB 1,529.1 million, an increase from a loss of RMB 820.5 million in 2023, attributed to decreased new car sales revenue and gross margin[51]. - The company reported a loss of RMB 2,328 million for the year ending December 31, 2024, compared to a loss of RMB 1,883 million for the previous year[149]. Market Performance - In 2024, the Chinese automobile market produced 31.28 million vehicles and sold 31.44 million vehicles, representing year-on-year growth of 3.7% and 4.5%, respectively[13]. - The market share of domestic brands in China increased to 65.1% in 2024, driven by the rise of new energy vehicles[13]. - The group achieved new car sales of 55,054 units in 2024, with mid-to-high-end brand sales accounting for 46,756 units, and new energy vehicle sales reaching approximately 5,759 units, representing about 10.5% of total sales, both in terms of units and percentage showing improvement compared to the previous year[21]. - The Chinese used car market saw a total transaction volume of approximately 19.614 million vehicles in 2024, reflecting a year-on-year growth of about 6.5%[24]. - The total sales volume of used cars for the group in 2024 is projected to be 14,000 units, representing a year-on-year growth of approximately 24%, with retail sales reaching 1,817 units, up about 36%[26]. - In Q4 2024, the retail volume of used cars showed exceptional performance, with a year-on-year increase of over 120%[26]. Operational Strategy - The company aims to enhance its operational quality and accelerate transformation, focusing on high-quality development[13]. - The company is actively expanding its after-sales and used car businesses, as well as accelerating its transition to new energy vehicles[12]. - The group enhanced its after-sales service operations, resulting in an effective customer ratio increase of 3.2% and achieving after-sales service revenue of approximately RMB 3,194.6 million, with a total of 1,102,139 after-sales service instances[22][23]. - The group implemented a procurement management model that led to a 20% reduction in comprehensive costs for centralized procurement products[18]. - The group actively expanded its international business and diversified its operations into new energy and self-owned brands, aiming to alleviate financial pressure and optimize resource allocation[15]. - The group is committed to optimizing its brand structure and implementing lean management to improve efficiency[12]. - The company plans to enhance its operational quality in the 4S dealership business and improve sales gross margin by optimizing product mix and sales strategies[63]. - The company aims to expand its after-sales service business and enhance the scale of used car and insurance agency markets to create new profit growth points[64]. - The company is committed to accelerating its transformation towards new energy and expanding into overseas markets for future growth[64]. Corporate Governance - The company has pledged to uphold high standards of corporate governance to protect shareholder interests and enhance corporate value[66]. - The board of directors experienced significant changes, with multiple appointments and resignations occurring on April 10, 2024, including the appointment of Mr. Huang Junfeng as chairman and Mr. Chen Hong as CEO[70]. - The company faced a compliance issue with listing rules, having fewer than three independent non-executive directors from October 8, 2024, to December 23, 2024, due to the resignation of Dr. Huang Tianyou[74]. - The company has taken necessary measures to comply with listing rules regarding the composition of the board and committees, achieving full compliance as of December 24, 2024[75]. - The company has established a board committee to oversee the daily management and operations, with the senior management responsible for significant transactions requiring board approval[79]. - The independent non-executive directors have confirmed their independence annually, ensuring compliance with the independence standards set forth in the listing rules[71]. - The company has a structured process for the appointment and re-election of directors, with independent non-executive directors serving a term of three years[81]. - The company has arranged directors and officers liability insurance for its directors and executives to cover legal actions arising from company activities[80]. - The chairman and CEO roles are held by different individuals, ensuring a separation of responsibilities in leadership and daily operations[77]. - The company’s nomination committee is responsible for evaluating the board's structure, size, and diversity, as well as monitoring the appointment and succession planning of directors[81]. - The board has adopted a diversity policy, ensuring a balanced mix of skills, experience, and perspectives, achieving its diversity goals without setting further measurable targets[84]. - The board's independence assessment mechanism has been implemented and confirmed to meet the guidelines, ensuring strong independent judgment to protect shareholder interests[87]. - New directors receive comprehensive onboarding training to understand the company's operations and regulatory responsibilities, with several directors receiving training in 2024[88]. - The board has maintained high attendance rates at meetings, with the chairman attending 100% of board meetings and shareholder meetings in 2024[91]. - The company emphasizes the importance of effective communication with shareholders and investors, utilizing various channels including annual reports, interim reports, and investor relations activities[113]. - The company has established a disclosure policy to ensure the handling of confidential information and compliance with insider trading regulations[110]. - The board believes that the current corporate governance system is overall effective and sufficient, following an annual review conducted by the audit committee[111]. Shareholder Relations - The company is committed to maintaining high levels of investor relations through activities such as conference calls, one-on-one meetings, and roadshows[113]. - The company has a structured process for shareholders to propose business transactions at special general meetings, requiring a minimum of 10% of voting shares to initiate[116]. - The company’s articles of association have not undergone any changes during the reporting period, with the latest version available on the company and stock exchange websites[120]. - The company has not established specific goals for enhancing gender diversity among employees, considering the current representation adequate for operational needs[86]. - The board will consider various factors such as operating performance, cash flow, and financial condition when declaring dividends, although no specific payout ratio has been predetermined[122]. - The board has the discretion to review and update the dividend policy as deemed appropriate and necessary[122]. - The company did not recommend the payment of a final dividend for the year ending December 31, 2024, consistent with the previous year[142]. - The company has not proposed an interim dividend for the six months ending June 30, 2024, similar to the previous year[150]. Employee and Management - The company employed 5,672 employees in China as of December 31, 2024, down from 6,669 employees on December 31, 2023[61]. - Employee costs for the year ended December 31, 2024, were approximately RMB 802.3 million, compared to RMB 955.8 million in 2023[61]. - The company has a strong management team with over 20 years of experience in automotive dealership operations and over 30 years in corporate integration and operations[123][124]. - The new CEO, who has been in the role since March 2022, has extensive experience in corporate governance and investment mergers and acquisitions[125]. - The company’s independent non-executive director has a distinguished background in public service and has received multiple awards for contributions to technology and community service[127][128]. - The board includes members with significant experience in legal compliance and risk management, enhancing the company's governance framework[126]. - The management team is well-equipped to navigate market challenges and pursue strategic growth opportunities[123][125]. Related Transactions - The company has established a framework for ongoing related transactions, ensuring adherence to regulatory requirements and fair business practices[163]. - The independent auditor has reviewed the continuing connected transactions and confirmed compliance with the relevant listing rules[168]. - The company has entered into a service subcontracting agreement with Xiamen Gaoxin Yundao Technology Co., Ltd., with a maximum annual limit of RMB 55 million for the years ending December 31, 2023, 2024, and 2025, and an actual amount incurred of RMB 43.9 million for the year ending December 31, 2024[164]. - A financial services agreement was established with Xiamen Guomao Holdings Group Financial Co., Ltd., with a maximum annual deposit service limit of RMB 50 million and other financial service fees capped at RMB 10 million for the years ending December 31, 2023, 2024, and 2025, with actual transactions amounting to RMB 0.2 million for the year ending December 31, 2024[166]. - The company sold a 5.77% stake in Dongfeng Logistics for RMB 331,496,300, reducing its ownership from 14.43% to 8.66%[171]. - An engineering entrustment agreement was signed with Shandong Xinda IoT Application Technology Co., Ltd., with a total cost not exceeding RMB 9 million for upgrading and installing smart technology and weak current systems[173]. Share Incentive Plan - The company has adopted a restricted share incentive plan on June 12, 2020, which is effective for ten years, with approximately five years remaining as of the report date[175]. - A total of 47,100,000 shares have been granted under the share incentive plan since its adoption, representing about 1.92% of the issued shares on the adoption date[178]. - The maximum number of shares that can be granted to individual selected participants is capped at 1% of the issued shares on the adoption date, equating to 24,542,204 shares[177]. - As of December 31, 2024, the total number of shares available for issuance under the share incentive plan is 91,931,021 shares, which is approximately 3.28% of the issued shares at that date[177]. - The market value of the 47,100,000 granted shares is approximately HKD 55,483,800, while the par value is HKD 4,710,000[180]. - No grants were made under the share incentive plan during the year ending December 31, 2024[178]. - The company has appointed a trustee to manage the share incentive plan, ensuring that shares are held in trust for selected participants[176]. - The share incentive plan includes specific vesting conditions based on the tenure and performance of selected participants[182]. - The total number of shares available for grant under the plan increased from 90,391,021 shares at the beginning of 2024 to 91,931,021 shares by the end of the year[186]. - There are no reported interests or short positions in the company's shares or related securities by directors and key executives as of December 31, 2024[187]. - As of December 31, 2024, the total number of issued shares is 3,346,990,420[189]. - Xiamen Guotai Holdings Group Co., Ltd. holds 842,977,684 shares, representing 25.19% of the company's equity[188]. - The net proceeds from the subscription of new shares amount to approximately HKD 59.33 million, with a net subscription price of about HKD 0.124 per share[194]. - The subscription agreement involved the issuance of 479,888,000 new shares at a subscription price of HKD 0.125 per share, which is a discount of approximately 13.79% from the closing price on the agreement date[193]. - The funds raised from the subscription will be used entirely to repay bank loans, reflecting a 100% utilization rate[195]. - Xiamen Guotai Holdings Group Co., Ltd. is deemed to have an interest in 22,359,500 shares of Hong Kong Xinda Nuo Co., Ltd. due to its ownership of approximately 39.93% of Xiamen Xinda Co., Ltd.[189]. - The subscription shares represent approximately 16.74% of the existing issued share capital prior to completion and about 14.34% after the issuance[193]. - No significant acquisitions or disposals of subsidiaries, associates, or joint ventures occurred during the fiscal year ending December 31, 2024[196]. - The company has not entered into any agreements linked to equity other than the share incentive plan[192]. Risk Management - The board of directors confirmed the effectiveness of the risk management and internal control systems, which are reviewed at least annually to ensure they adequately manage risks associated with achieving business objectives[110].

Core Insights - Zhengtong Automobile reported a total revenue of 20.747 billion RMB for the year 2024, with a significant increase in ordinary shareholders' loss to 1.709 billion RMB [1] - The company sold a total of 55,054 new vehicles, with mid-to-high-end brand sales accounting for 46,756 units, and new energy vehicle sales reaching approximately 5,759 units, representing 10.5% of total sales, both showing year-on-year growth [1] - The logistics business generated revenue of 350 million RMB, with vehicle logistics dispatch volume reaching 254,000 units, and the used car business saw total sales of 14,000 units, a year-on-year increase of 27% [1] Financial Performance - The company achieved after-sales service for 1.1021 million vehicles, generating after-sales service revenue of approximately 3.195 billion RMB [1] - In Q4 2024, the retail volume experienced a remarkable growth of over 120% year-on-year [1] Strategic Developments - Zhengtong Automobile is part of Xiamen Guomao Holdings Group and operates a network of 4S dealerships for various mid-to-high-end brands [2] - The company ranked 18th in the "2024 China Automobile Dealer Group Top 100" and was included in the "2024 China Automobile Top 100 Dealer Group - New Energy Sub-list" [2] - To support sustainable development, the controlling shareholder plans to inject approximately 1 billion RMB into the company to optimize its financial structure and enhance risk resilience [2] Business Operations - The company is focusing on maintaining its core business in mid-to-high-end brand dealerships while enhancing after-sales and financial derivative services [3] - Zhengtong Automobile has established connections with multiple new energy manufacturers and opened two new energy after-sales outlets during the reporting period [3] - The company is actively optimizing its used car management model and enhancing online promotion to improve used car turnover efficiency [3] Future Outlook - The company aims to improve operational quality in its 4S dealership business and enhance communication with manufacturers to increase the profitability of models sold [4] - Zhengtong Automobile plans to strengthen after-sales services and explore new profit growth points through used cars and other derivative businesses [4] - The company is committed to accelerating its transition to new energy and expanding its international market presence through export trade and establishing a dealership and service network abroad [4]

Group 1 - The company reported a revenue of 20.747 billion RMB for the year ending December 31, 2024, representing a year-on-year decrease of 14.03% [1] - The net loss attributable to ordinary shareholders was 1.709 billion RMB, an increase of 91.75% compared to the previous year, with a basic loss per share of 0.56 RMB [1] - The total new car sales for the year reached 55,054 units, with mid-to-high-end brand sales accounting for 46,756 units [1] - Sales of new energy vehicles amounted to approximately 5,759 units, making up 10.5% of total sales, showing an increase in both volume and percentage compared to the previous year [1] - The company achieved 1.1021 million after-sales service instances, generating approximately 3.195 billion RMB in after-sales service revenue [1] - The total sales of used cars reached 14,000 units, reflecting a year-on-year growth of about 24%, with retail sales of 1,817 units, up approximately 36% [1] - The fourth quarter of 2024 saw particularly strong performance, with retail volume increasing by over 120% year-on-year [1] - The company has strategically phased out weaker brands in response to industry transformation trends [1] - As of December 31, 2024, the company operated 93 outlets across 36 cities in 15 provinces and municipalities, with additional authorized and planned dealerships [1] Group 2 - The company ranked 18th in the "2024 China Automotive Dealer Group Top 100" list, improving by 4 positions from 2023 [2] - The company was included in the "2024 China Automotive Top 100 Dealer Group - New Energy Sub-list" and ranked 12th in the "2024 China Automotive Circulation Industry Social Responsibility Top 100" [2] - The company's stores have collectively received 319 awards from manufacturers, local governments, industry media, and associations, including 293 manufacturer awards and 26 from government, media, and industry associations [2]

Financial Performance - The group's revenue for the year ended December 31, 2024, was approximately RMB 20,746.8 million, a decrease of 14.0% compared to RMB 24,132.0 million in 2023[3]. - The overall gross profit was approximately RMB 779.1 million, down 22.8% from RMB 1,008.6 million in 2023, with a gross profit margin of 3.8%, a decline of 0.4 percentage points year-on-year[3]. - The operating loss for the year was approximately RMB 549.0 million, compared to an operating profit of approximately RMB 168.2 million in 2023[3]. - The net loss for the year was approximately RMB 1,529.1 million, an increase of about 86.4% from RMB 820.5 million in 2023[3]. - The company reported a basic and diluted loss per share of RMB 56.0, compared to RMB 31.9 in 2023[4]. - Revenue from the sale of passenger vehicles decreased to RMB 15,978,627,000 in 2024 from RMB 20,224,295,000 in 2023, representing a decline of approximately 21.1%[18]. - Total revenue for the year was RMB 20,746,774,000, down from RMB 24,131,975,000 in the previous year, indicating a decrease of about 13.5%[18]. - The group reported a net loss of RMB 1,529 million for the year ending December 31, 2024, compared to a net loss attributable to equity shareholders of RMB 357 million as of December 31, 2023[13]. Assets and Liabilities - Total assets less current liabilities amounted to RMB 5,564.0 million, down from RMB 6,870.4 million in 2023[8]. - Non-current liabilities decreased to RMB 4,494.3 million from RMB 5,583.3 million in 2023[8]. - The company's cash and cash equivalents were RMB 573.1 million, down from RMB 744.9 million in 2023[7]. - The group's current liabilities net amount was RMB 8,333 million as of December 31, 2024, compared to RMB 8,218 million as of December 31, 2023[13]. - The group’s total non-current assets added in 2024 amount to RMB 710,535, down from RMB 1,787,140 in 2023[34]. - The total reportable segment assets for 2024 are RMB 17,922,425, a decrease from RMB 18,262,176 in 2023[36]. - The total amount of notes payable was RMB 3,409,756,000 as of December 31, 2024, compared to RMB 3,609,422,000 in 2023, reflecting a decrease of about 5.5%[64]. Operational Efficiency and Strategy - The company is actively responding to market changes by enhancing operational efficiency and accelerating the transformation towards new energy brands[2]. - The company aims to improve its used car business model and promote international business development[2]. - The company has optimized its procurement management model, resulting in a 20% reduction in the comprehensive cost of collective procurement products[94]. - The company is actively adjusting its store layout and inventory structure to respond to market challenges and price wars[95]. - The company has established a cross-regional resource coordination management mechanism to accelerate turnover and reduce inventory depth[95]. - The group plans to continue strengthening its strategic partnerships with major manufacturers, particularly in the new energy sector, to enhance brand structure and profitability[104]. Employee and Cost Management - Employee costs decreased from RMB 955,750,000 in 2023 to RMB 802,334,000 in 2024, representing a reduction of approximately 16.0%[23]. - The group employed 5,672 employees as of December 31, 2024, down from 6,669 employees on December 31, 2023[127]. - The group’s current liabilities as of December 31, 2024, were approximately RMB 23,654.2 million, an increase of about RMB 1,009.8 million from RMB 22,644.4 million on December 31, 2023, primarily due to an increase in short-term loans and borrowings[118]. Financial Instruments and Investments - The group recognized an impairment loss of RMB 32,095,000 for goodwill and RMB 76,161,000 for intangible assets in 2024, with no impairment recognized in 2023[41]. - The company’s borrowing costs were capitalized at an annual rate of 5.2%–5.8% for 2023, compared to 3.7%–5.0% previously[22]. - The group received dividend income of RMB 20,280,000 from Dongfeng Logistics in 2024, down from RMB 39,538,000 in 2023, a decrease of approximately 48.9%[61]. - The group redeemed part of its financial products, recovering RMB 2,976,000 in 2024, an increase from RMB 850,000 in 2023[59]. Market Performance and Sales - The group achieved total new car sales of 55,054 units for the year ending December 31, 2024, with mid-to-high-end brand sales accounting for 46,756 units[97]. - New energy vehicle sales reached approximately 5,759 units, representing 10.5% of total sales, showing an increase in both volume and percentage compared to the previous year[97]. - The group sold 14,000 used cars in 2024, marking a year-on-year increase of approximately 24%, with retail sales up 36%[100]. - The group organized multiple marketing activities throughout the year, resulting in a 60% increase in sales leads and a 63% increase in new media-driven transactions[96]. Corporate Governance and Compliance - The audit committee, consisting of three independent non-executive directors, has reviewed the group's annual performance for the year ending December 31, 2024[140]. - The financial statements for the year ending December 31, 2024, have been matched with the amounts in the audited consolidated financial statements by the auditors, KPMG[141]. - The company has complied with the corporate governance code as stipulated in the listing rules for the year ending December 31, 2024[139]. - The company has taken necessary measures to comply with listing rules regarding the composition of the board and committees within three months[139].