Contents 目錄 2 Corporate Information 公司資料 5 Chairlady's Statement 主席報告 8 Directors' Profile 董事簡介 12 Management Discussion and Analysis 管理層討論與分析 25 Corporate Governance Report 企業管治報告 63 Report of the Directors 董事會報告 80 Independent Auditor's Report 獨立核數師報告 88 Consolidated Statement of Profit or Loss 綜合損益表 ANNUAL REPORT ANNUAL REPORT 2024 年報 89 Consolidated Statement of Profit or Loss and Other Comprehensive Income 綜合損益及其他全面收益表 90 Consolidated Statement of Financial Position 綜合財務狀況表 92 Consolidated Statement of ...

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 就 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。 末期業績 大 洋 集 團 控 股 有 限 公 司（「本公司」）董 事（「董 事」）會（「董事會」）公 佈 本 公 司 及 其 附 屬 公 司（統 稱「本集團」）截 至 二 零 二 四 年 十 二 月 三 十 一 日 止 年 度 的 經 審 核 綜 合 業 績，連 同 截 至 二 零 二 三 年 十 二 月 三 十 一 日 止 年 度 的 經 審 核 比 較 數 字 如 下： – 1 – 綜合損益表 截至二零二四年十二月三十一日止年度 TA YANG GROUP HOLDINGS LIMITED 大洋集團控股有限公司 （於開曼群島註冊成立的有限公司） （股份代號：1991） 截至二零二四年十二月三十一日止年度的 全年業績公告 | 二零二四年 | 二零二三年 | 附 | 千港元 | 千港元 ...

香港交易及結算所有限公司以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 會 就 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。 TA YANG GROUP HOLDINGS LIMITED 大洋集團控股有限公司 （於開曼群島註冊成立的有限公司） （股份代號：1991） 有關所得款項用途的補充公告 茲 提 述 本 公 司 日 期 為 二 零 二 三 年 七 月 十 日 的 補 充 公 告（「補充公告」），內 容 有 關 根 據 一 般 授 權 發 行 可 換 股 債 券（「可換股債券發行」）、本 公 司 日 期 為 二 零 二 四 年 九 月 二 十 七 日 的 截 至 二 零 二 三 年 十 二 月 三 十 一 日 止 年 度 全 年 業 績 公 告（「二 零 二三年全年業績」）及 本 公 司 日 期 為 二 零 二 四 年 十 月 二 十 四 日 的 二 零 二 三 年 年 報（「二零二三年年報」）。 變更所得款項用途 誠 如 補 充 公 告 所 披 露，可 換 ...

TAYANG 大洋 Ta Yang Group Holdings Limited 大 洋 集 團 控 股 有 限 公 司 (於開曼群島註冊成立的有限公司) (股份代號：1991) 2024 中期報告 目錄 公司資料2 簡明綜合損益表4 簡明綜合損益及其他全面收益表5 簡明綜合財務狀況表6 簡明綜合權益變動表8 簡明綜合現金流量表 10 簡明綜合中期財務資料附註 11 管理層討論與分析 20 其他資料 28 公司資料 | --- | --- | |-------------------|----------------------------------------------------| | | | | 董事 執行董事 | 施琦女士 （主席） 李九華先生 （行政總裁） 高峰先生 | | 非執行董事 | 陳俊匡先生 韓磊先生 顧世祥先生 | | 獨立非執行董事 | 陳少達先生 胡江兵先生 王麗娜女士 鄭昌幸先生 | | 委員會 執行委員會 | 李九華先生 （主席） 施琦女士 | | 審核委員會 | 陳少達先生 （主席） 胡江兵先生 王麗娜女士 | | 提名委員會 | 陳少達先生 （主席） 胡江兵先生 施琦女士 ...

ESG Performance and Commitment - The company reported its environmental, social, and governance (ESG) performance for the fiscal year ending December 31, 2023[3]. - The report emphasizes the commitment to corporate social responsibility and sustainable development initiatives[3]. - The board of directors is responsible for assessing and managing ESG-related risks and ensuring effective internal control systems are in place[8]. - The report adheres to the principles of materiality, quantification, balance, and consistency in its disclosures[7]. - The company has implemented measures to enhance its ESG performance, including community investment and labor practices[9]. - The report includes key performance indicators (KPIs) to quantify ESG disclosures and ensure meaningful comparisons over time[7]. - The company continues to explore ways to strengthen its governance methods in ESG matters[9]. - The environmental, social, and governance (ESG) working group has made significant progress in achieving established goals, although there is still room for improvement[18]. - The company has identified five key sustainability goals relevant to its business and strategy, focusing on stakeholder engagement and understanding their expectations[20]. - The company aims to enhance its environmental, social, and governance risk management and internal control systems to meet specific business needs[17]. - The company has integrated stakeholder feedback into its ESG issue assessment and prioritization process[24]. Environmental Initiatives and Goals - The company aims to promote eco-friendly products to replace plastic, focusing on silicone products that have minimal environmental impact[12]. - Silicone is highlighted as a more environmentally friendly alternative to plastic, as it does not break down into microplastics and is made from abundant earth resources[14]. - The company plans to implement measures to reduce emissions and raise employee awareness of environmental issues[17]. - The company aims to enhance its environmental performance with contributions from employees, business partners, and stakeholders[28]. - The company has set a goal to improve its environmental performance continuously, aligning with its sustainable development mission[28]. - The company aims to reduce total carbon emissions by 10% by the fiscal year 2032, with a 7.2% reduction achieved in the fiscal year 2023 compared to the fiscal year 2022[31]. - The company plans to decrease total electricity consumption by 10% by the fiscal year 2032, with only a 0.9% reduction achieved in the fiscal year 2023 compared to the fiscal year 2022[31]. - The company has set a target to reduce waste generation per million HKD revenue by 10%, but reported a 46.37% increase in waste generation per million HKD revenue in the fiscal year 2023 compared to the fiscal year 2022[31]. - The company aims to reduce water usage per million HKD revenue by 10%, but experienced a 26.38% increase in water usage per million HKD revenue in the fiscal year 2023 compared to the fiscal year 2022[31]. - The overall greenhouse gas emission density for the company is 30.37 tons of CO2 equivalent per million HKD revenue from the silicone business[32]. - The company’s total greenhouse gas emissions for the fiscal year 2023 include 6,862.98 tons of CO2 equivalent, with 417.07 kg of NOx and 21.48 kg of PM emissions reported[35]. - The company has implemented a waste management control program to enhance the effective management and recycling of waste[38]. - The company has implemented a waste management strategy based on the "3R" principle: Reduce, Reuse, and Recycle[43]. - The company is actively seeking alternative packaging materials with more renewable components to align with sustainability goals[46]. Employee and Workplace Safety - The company’s employee compensation includes basic salary, overtime pay, and various allowances, reviewed annually based on market trends[54]. - The total employee count as of December 31, 2023, is 726, a slight increase from 724 in 2022[56]. - The employee turnover rate for the reporting period is 37%, significantly down from 59% in 2022[58]. - The workforce distribution by gender shows 368 male and 358 female employees[56]. - The company has implemented a comprehensive safety management system, including safety inspections and training, to ensure workplace safety[59]. - There have been no work-related fatalities reported in the past three years[61]. - The company conducts quarterly evacuation drills to enhance employee emergency response capabilities[61]. - Regular third-party assessments and annual health check-ups are provided to ensure employee health and safety[61]. - The company has established a detailed emergency response system to handle incidents such as fires and chemical leaks[60]. - Employee training programs are in place to enhance knowledge and skills, contributing to overall productivity and sustainable development[61]. - In the fiscal year 2023, the group provided a total of 39,532 training hours to 521 employees, with 98% of employees receiving training, resulting in an average training time of 74 hours per employee[64]. - The group recorded 2 work-related injury cases in 2023, with a total of 316 workdays lost due to injuries[63]. - The group has implemented strict policies against child labor and forced labor, ensuring compliance with relevant labor laws and regulations[65]. Quality Control and Product Responsibility - The company strictly adheres to applicable laws and regulations, including the Product Quality Law of the People's Republic of China and the Production Safety Law, ensuring effective monitoring of product quality from raw materials to finished goods[69]. - Quality control measures include random sampling inspections of raw materials upon receipt, with any non-compliant materials being followed up with suppliers[71]. - The company conducts quality checks at every stage of the production process, ensuring that only products that pass inspection proceed to the next stage[71]. - Prior to shipment, the quality control team performs final inspections on finished products, removing any non-compliant items to prevent them from being mixed with compliant products[71]. - There were no product recalls during the reporting period due to safety and health reasons, and no serious violations of health and safety regulations were recorded[72]. - The company has established a customer complaint handling procedure to address complaints promptly and effectively, aiming to enhance customer satisfaction[73]. - The quality assurance department conducts thorough analyses of complaints, tracing production quality control records to identify issues[73]. - Continuous monitoring of three batches of products is implemented after corrective actions are taken to ensure effectiveness[73]. - The group received 85 complaints related to product quality during the reporting period, all of which were resolved satisfactorily[74]. Community Engagement and Social Responsibility - The group donated RMB 5,000 to the Jinhe community in January 2023 to support local initiatives[75]. - The group participated in a charity event in July 2023, donating RMB 2,000 to support local development[75]. - The group emphasizes the importance of protecting shareholder and investor rights, prohibiting bribery and other unethical practices[75]. - The report discusses community engagement policies to understand local needs and ensure business activities consider community interests[80]. - The focus areas for community investment contributions are specified[80]. - Resources allocated in focus areas, such as money or time, are detailed[80].

Financial Performance - For the year ended December 31, 2023, the Group achieved a revenue of approximately HK$1,213,830,000, representing a significant increase of approximately 253.33% compared to HK$343,541,000 in 2022[5]. - The Group recorded a loss for the year of approximately HK$85,709,000, which is a decrease of approximately 13.34% compared to a loss of HK$98,904,000 in 2022[5]. - Loss per share was approximately HK6.74 cents, representing a decrease of approximately 10.13% from HK7.50 cents in 2022[5]. - The gross profit for the year was approximately HK$93,017,000, representing an increase of approximately 11.42% compared to HK$83,480,000 in 2022[38]. - Other income and net gain increased to approximately HK$42,404,000, up approximately 33.94% from HK$31,658,000 in 2022[38]. - The Group recorded a loss attributable to owners of the Company of approximately HK$88,035,000, a decrease of approximately 10.23% from a loss of HK$98,063,000 in 2022[38]. - The Digital Marketing Business generated a revenue of approximately HK$912,058,000, accounting for approximately 75.14% of the total revenue for the Group[36]. - The Retail Business achieved a revenue of approximately HK$75,674,000, which is an increase from HK$35,413,000 in 2022, accounting for approximately 6.23% of total revenue[36]. Business Strategy and Expansion - The Group plans to expand high-quality silicone rubber product categories and enhance the application of new silicone technology[5]. - The Group aims to follow online consumption trends and provide precise delivery services and Internet marketing solutions to more merchants[5]. - The Group intends to operate overseas retail business and focus on improving the influence of its own brands[5]. - The Group is actively exploring new opportunities and striving to maximize revenue and profits through resource integration[5]. - The Group plans to enter the new energy industry in 2024, focusing on new energy vehicles and battery-related services, with a gradual launch expected in the second half of 2024[7]. - The Group aims to optimize its existing business structure and seek new potential businesses to enhance performance and returns[7]. - The Group's strategy includes maintaining stable operations in existing segments while exploring new opportunities in new energy and technological innovation[6]. Market Conditions - The global economic situation in 2023 showed slow recovery, impacted by geopolitics and exchange rate changes affecting traditional industries in mainland China[5]. - China's GDP growth rate in 2023 was 5.3%, with a forecasted slowdown to 4.7% in 2024 due to various economic challenges[6]. Corporate Governance - The Board comprises three executive Directors, three non-executive Directors, and four independent non-executive Directors as of December 31, 2023[63]. - The Company has complied with the applicable code provisions set out in the Corporate Governance Code throughout the year ended December 31, 2023[62]. - The Board has mechanisms in place to ensure independent views and input are available, which were reviewed and deemed effective during the year[67]. - Each independent non-executive Director has confirmed their independence in accordance with the Listing Rules[66]. - The Company believes that effective corporate governance practices are fundamental to enhancing shareholder value and safeguarding the interests of shareholders and other stakeholders[62]. Risk Management - The Group's operations are subject to various risks, including business, industry, credit, and event risks, which could significantly impact financial performance[51]. - The Group has established effective risk management and internal control systems, which are reviewed annually, with no significant risks identified in 2023[119]. - The risk management system includes identification, evaluation, and management phases to address business-related risks[119]. - The Group's internal control system is designed to ensure effective monitoring and compliance with corporate governance standards[120]. Shareholder Relations - Shareholders have the right to attend general meetings and communicate directly with Directors, including the Chairlady and committee chairs[131]. - The Company regularly updates its website to facilitate communication with Shareholders[129]. - The external auditor will attend the annual general meeting to answer questions regarding the audit and financial reporting[131]. - The Company is committed to announcing poll results of general meetings as soon as possible in accordance with Listing Rules[141]. Employment and Workforce - As of December 31, 2023, the Group employed 717 permanent and temporary employees, a decrease from 853 in 2022[58]. - The Company aims to motivate employees through discretionary bonuses linked to individual and corporate performance goals[103]. Dividend Policy - No dividend is recommended for the year ended December 31, 2023, consistent with the previous year[7]. - The Company has updated its Dividend Policy to allow shareholders to participate in profits while retaining adequate reserves for future growth[143]. - The decision to declare or pay dividends will depend on the Group's current and future operations, financial condition, liquidity position, and capital requirements[147]. Share Option Scheme - The total number of shares available for issue under the Share Option Scheme is 87,117,800 shares, representing 10% of the total issued shares as of the date of passing the relevant resolution[159]. - No options or securities were granted, exercised, cancelled, or lapsed under the Share Option Scheme for the year ended December 31, 2023[161]. - The Share Option Scheme will remain in force for approximately 4.6 years, expiring on December 13, 2028[161]. Financial Position - The Group incurred a net loss of HK$85,709,000 for the year ended 31 December 2023[196]. - As of 31 December 2023, the Group had net current liabilities of approximately HK$133,596,000[196]. - The consolidated financial statements have been audited and give a true and fair view of the Group's financial position as of 31 December 2023[195]. - The independent auditor's report highlights material uncertainty regarding the Group's ability to continue as a going concern[196].

香港交易及結算所有限公司以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 會 就 因 本 公告全部或任何部分內容而產生或因依賴該等內容而引致之任何損失承擔任 何 責 任。 TA YANG GROUP HOLDINGS LIMITED 大洋集團控股有限公司 （於開曼群島註冊成立的有限公司） （股份代號：1991） 截至二零二四年六月三十日止六個月之中期業績公告 大 洋 集 團 控 股 有 限 公 司（「本公司」）董 事（「董 事」）會（「董事會」）公 佈 本 公 司 及 其 附 屬 公 司（統 稱「本集團」）截 至 二 零 二 四 年 六 月 三 十 日 止 六 個 月 的 未 經 審 核 簡 明 綜 合 中 期 業 績 及 財 務 狀 況，連 同 上 一 年 同 期 的 比 較 數 字 如 下。 簡明綜合損益表 | --- | --- | --- | --- | |--------------------------------------|---------|------------------------ ...

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 就 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。 AYANG 大 TA YANG GROUP HOLDINGS LIMITED 大洋集團控股有限公司 （於開曼群島註冊成立的有限公司） （股份代號：1991） 截至二零二三年十二月三十一日止年度的 全年業績公告 末期業績 大 洋 集 團 控 股 有 限 公 司（「本公司」）董 事（「董 事」）會（「董事會」）公 佈 本 公 司 及 其 附 屬 公 司（統 稱「本集團」）截 至 二 零 二 三 年 十 二 月 三 十 一 日 止 年 度 的 經 審 核 綜 合 業 績，連 同 截 至 二 零 二 二 年 十 二 月 三 十 一 日 止 年 度 的 經 審 核 比 較 數 字 如 下： – 1 – 綜合損益表 截至二零二三年十二月三十一日止年度 | --- | --- | --- | --- ...

Investment Rating - The report assigns a strong investment rating to the company, indicating a positive outlook for future growth and profitability. Core Insights - The company is a leading player in the packaged drinking water sector, with a significant market share and a robust product matrix. The flagship brand "Yibao" achieved retail sales of 39.5 billion yuan in 2023, holding a 32.7% market share in China's packaged drinking water segment [18][35][94]. - The global packaged drinking water market is experiencing rapid growth, with a projected compound annual growth rate (CAGR) of 4.5% from 2018 to 2023 and 7.0% from 2023 to 2028. This growth is driven by increasing consumer health awareness and a shift towards bottled water consumption [1][58][63]. - The company has expanded its production capacity significantly, with self-owned production facilities increasing from 544.34 million tons in 2021 to 674.89 million tons in 2023, and plans to further enhance capacity to 1,525 million tons [20][184]. Summary by Sections Global Market Overview - The global packaged drinking water retail sales are expected to grow from $234.9 billion in 2018 to $410.9 billion by 2028, with the market share increasing from 26.9% to 29.7% within the soft drink sector [63][64]. - The average price per liter of packaged drinking water is projected to rise from $0.71 in 2018 to $0.87 by 2028, reflecting a trend of premiumization in the market [10][65]. Company Positioning - The company has established a multi-brand strategy with 13 brands and 56 product SKUs, including "Yibao," "Zhiben Qingrun," and "Honey Water Series," catering to diverse consumer preferences [18][121]. - The company is focusing on expanding its presence in high-quality water source areas, such as Changbai Mountain and Wuyi Mountain, to support its product matrix and enhance pricing power [20][184]. Financial Performance - The company's revenue from packaged drinking water accounts for over 90% of total revenue, with a notable growth in the mid-to-large size bottled water segment, which has outpaced overall company growth [37][44]. - The net profit for 2023 reached 1.33 billion yuan, with a net profit margin of 9.9%, indicating strong financial health and operational efficiency [50][60]. Market Dynamics - The penetration rate of packaged drinking water in China remains low compared to developed countries, suggesting significant growth potential. The market size is expected to increase from 215 billion yuan in 2023 to 314.3 billion yuan by 2028, with a CAGR of 7.9% [75][198]. - The competitive landscape is concentrated, with the top two players, Nongfu Spring and the company, holding a combined market share of over 40% in the packaged drinking water market [93][94].

Financial Performance - Revenue for the six months ended June 30, 2023, was HKD 518,673,000, a significant increase of 173% compared to HKD 189,816,000 in the same period of 2022[9] - Gross profit for the same period was HKD 80,683,000, representing a 100% increase from HKD 40,132,000 year-on-year[9] - The company reported a net loss of HKD 3,102,000 for the six months ended June 30, 2023, an improvement from a loss of HKD 43,102,000 in the previous year[11] - The total comprehensive income for the period was a loss of HKD 13,378,000, which includes a loss of HKD 20,922,000 for the period[28] - The company reported a loss of HKD 20,922,000 for the period, compared to a loss of HKD 43,065,000 in the previous period[28] - The group reported a pre-tax profit of HKD 7,321,000 for the six months ended June 30, 2023, compared to a pre-tax loss of HKD 42,968,000 in the same period of 2022[40] - The group recorded a loss attributable to owners of approximately HKD 20.9 million, a decrease of about 51.5% from HKD 43.1 million in 2022[88] Assets and Liabilities - Total assets as of June 30, 2023, amounted to HKD 571,130,000, up from HKD 310,410,000 at the end of 2022, indicating a growth of 84%[14] - Current liabilities increased to HKD 664,771,000 from HKD 444,220,000, reflecting a rise of 49%[14] - The company’s total liabilities increased to HKD 934,457,000 as of June 30, 2023, compared to HKD 913,535,000 at the beginning of the year[28] - The group’s total liabilities increased to HKD 729,351,000 as of June 30, 2023, compared to HKD 505,137,000 as of December 31, 2022[42] - The company’s total liabilities increased to HKD 476,117,000 as of June 30, 2023, compared to HKD 221,289,000 at the end of 2022, indicating a significant rise[54] Cash Flow - For the six months ended June 30, 2023, the company reported a net cash inflow from operating activities of HKD 10,844,000, compared to a net outflow of HKD 67,599,000 in the same period of 2022[28] - The company achieved a net cash inflow from investing activities of HKD 33,978,000, an increase from HKD 7,396,000 in the previous year[28] - Cash and cash equivalents increased to HKD 51.4 million from HKD 24.0 million at the end of 2022[90] Business Segments - The sales of silicone and related products amounted to HKD 106,866,000, while international digital marketing generated HKD 381,827,000 in revenue for the same period[40] - The healthcare and hotel services segment generated revenue of HKD 50,000, compared to HKD 24,000 in the previous year, indicating growth in this area[37] - Silicone business generated sales revenue of approximately HKD 106,866,000, down from HKD 176,176,000 in the previous year, reflecting a slight decline despite being a key revenue source[67] - Retail business achieved sales revenue of approximately HKD 29,930,000, up from HKD 13,616,000 in the previous year, with five physical stores opened in London[68] - Digital marketing business recorded sales revenue of approximately HKD 381,827,000, a significant increase from zero in the previous year, following the acquisition of a stake in Beijing Jusheng Technology Co., Ltd.[72] Operational Strategies - Future outlook remains cautiously optimistic with plans for market expansion and potential acquisitions to drive growth[10] - The company aims to improve operational efficiency and reduce costs in the upcoming quarters[10] - The group plans to increase brand advertising investment and upgrade retail store decor to enhance brand image and customer loyalty, despite initial cost increases[69] - The group is focusing on the development of new eco-friendly silicone materials, which are expected to be widely accepted as alternatives to traditional materials[67] - Management believes that the digital marketing sector will continue to see increasing customer demand and significant growth potential[72] - The group is preparing to adjust its operational strategies in response to potential risks from high inflation and exchange rate fluctuations[74] Equity and Shareholder Information - The company’s equity attributable to owners decreased to HKD 124,086,000 from HKD 137,463,000, a decline of 10%[16] - The company has not declared an interim dividend for the six months ended June 30, 2023, consistent with the previous year[51] - The total issued shares of the company as of June 30, 2023, is 1,306,767,000 shares[115] - The company issued a total of 1,306,767,000 shares with a par value of HKD 0.1 each during the first half of 2023, maintaining a total share capital of HKD 2 billion[96] Compliance and Governance - The audit committee, consisting of independent non-executive directors, reviewed the unaudited condensed consolidated financial statements for the six months ending June 30, 2023[122] - The company has made adequate disclosures in accordance with applicable accounting standards and listing rules[122] - The group has not established any financial instruments for hedging purposes as of June 30, 2023, and will monitor currency trends closely[104]