FF301 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: 2026年3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: 恩典生命科技控股有限公司(於開曼群島註冊成立的有限公司)(已委任聯席臨時清盤人)(僅作重組用途) 呈交日期: 2026年4月1日 | 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) | 02112 | 說明 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 3,000,000,000 | HKD | | 0.01 HKD | | 30,000,000 | | 增加 / 減少 (-) | | | 0 | | | HKD | | 0 | | 本月底結存 | | | 3,000,000,000 | HKD | | 0.01 HKD | | 30,000 ...

Financial Performance - Revenue for 2025 was $13,060,000, a decrease of 5% compared to $13,764,000 in 2024[5] - Loss attributable to owners of the company improved to $(15,437,000), a 68% reduction from $(48,128,000) in the previous year[5] - In 2025, the company reported revenue of approximately $13 million, a decrease of about 5.11% compared to $14 million in 2024[16] - The gross profit for 2025 was approximately $1.5 million, down from about $2.2 million in 2024[16] - The annual loss for 2025 was $16 million, a significant reduction of 67.81% from the $48 million loss in 2024[16] - Sales revenue for the group in 2025 was $13.06 million, down 5.1% from $13.76 million in 2024[36] - Gross profit for 2025 was approximately $1.48 million, a decrease of 31.8% from $2.17 million in 2024, primarily due to a slight decline in sales of health products[39] - The group recorded a loss of approximately $15.5 million for the year ending December 31, 2025, a significant reduction from a loss of $48.2 million in 2024[44] Operational Strategy - The company maintained a cautious operational strategy, focusing on cost control and inventory management amid external uncertainties[10] - The company plans to enhance operational efficiency and product value through continued technology development and market expansion[12] - The group is actively exploring potential collaboration opportunities to optimize cost structure and sales channel layout[13] - The board is focused on improving operational sustainability, debt restructuring, and enhancing core business performance[23] Business Segments - The plant stem cell business remains a core segment, with ongoing R&D investments and product optimization efforts[9] - The company continues to focus on the research and application of plant stem cell technology, aiming to provide comprehensive health solutions and product sales[17] - The company is advancing its B2B business model, supplying health products to health management platforms, distributors, and health service providers[18] - The company is exploring the feasibility of expanding into traditional Chinese medicine products based on plant stem cells[17] Environmental and Regulatory Compliance - The iron ore project in Malaysia has not resumed production, pending environmental upgrades to meet regulatory standards[13] - The iron ore business remains suspended due to environmental upgrades, with ongoing exploration to identify higher-grade mining areas[21] - The company has not reported any significant non-compliance incidents or complaints regarding environmental regulations in the fiscal year 2025[139] - The company is committed to restoring land and replanting vegetation after mining activities are completed to mitigate environmental impact[153] Financial Position and Liabilities - As of December 31, 2025, the company reported a net loss attributable to shareholders of approximately $15.44 million and faced significant liabilities totaling around $197.44 million[22] - The group’s current ratio as of December 31, 2025, was 0.22, slightly down from 0.25 in 2024, indicating a continued liquidity challenge[45] - The net current liabilities increased from approximately $182.5 million as of December 31, 2024, to about $197.4 million as of December 31, 2025, primarily due to a decrease in trade receivables by approximately $6.9 million and an increase in notes by about $14.6 million[50] Governance and Compliance - The company has complied with the corporate governance code and has maintained appropriate governance practices to protect shareholder interests[78] - The board consists of three executive directors and three independent non-executive directors as of the date of the corporate governance report[83] - The audit committee has reviewed the audited financial statements for the year ending December 31, 2025, confirming compliance with applicable accounting standards and sufficient disclosure[92] - The company has established a clear nomination policy that considers various diversity factors when evaluating potential candidates for the board[100] Employee and Workforce Management - The total employee cost, including directors' remuneration, was approximately $1.5 million for the year ended December 31, 2025, compared to $1.3 million in 2024, with the number of employees increasing from 40 to 49[66] - The employee turnover rate for those aged 30 or below decreased from 15.00% in 2024 to 10.20% in 2025, indicating improved retention among younger employees[162] - The company has implemented various policies to ensure a safe and healthy work environment, with no reported injuries in both fiscal years[164] Sustainability and Environmental Impact - The company has shifted its business focus to plant stem cells by 2025, resulting in zero mining and production activities, leading to minimal air pollutants and greenhouse gas emissions[138] - Total greenhouse gas emissions decreased from 68,098.82 kg in 2024 to 46,391.08 kg in 2025, representing a reduction of approximately 31.8%[154] - The company has implemented measures to reduce energy consumption, including using energy-efficient facilities and turning off unused lighting and appliances[151] Market Trends and Industry Outlook - The aging population in China is projected to exceed 22% by the end of 2024, driving demand for healthcare services and health management products[30] - The nutrition and health supplement market in China is experiencing stable growth, supported by rising disposable income and increasing health management awareness among the public[31] - The health industry is expected to continue expanding steadily, driven by policy support, demographic changes, and consumption upgrades[30] Risk Management - The company has identified economic recession and political instability as medium to high risks affecting its iron ore mining and sales business, particularly due to the correlation with steel production[107] - To mitigate operational risks, the company has developed comprehensive written policies for internal control procedures and will continue to engage external consultants for regular audits and risk assessments[108]

Financial Performance - Revenue for the year ended December 31, 2025, was $13,060,000, a decrease of 5% compared to $13,764,000 in 2024[6] - Loss attributable to owners of the company was $(15,437,000), a significant improvement of 68% from $(48,128,000) in the previous year[6] - The company reported a net loss attributable to shareholders of approximately $15.44 million for the year ending December 31, 2025, with current liabilities and total liabilities amounting to approximately $197.44 million and $181.62 million, respectively[23] - The company recorded an annual loss of $16 million in 2025, a significant reduction of 67.81% from the $48 million loss in 2024[15] - The gross profit for the year ended December 31, 2025, was about $1.48 million, down 31.8% from $2.17 million in 2024, with a gross margin of 11.32%[37][40] - The company’s Ibam project has an estimated resource of approximately 151 million tons with an average grade of 46.5% iron, with a mining period expected to exceed 26 years[36] Operational Efficiency - The company aims to strengthen cost control and inventory management to ensure cash flow remains within a controllable range[11] - The company has implemented strict cost control measures, including optimizing labor efficiency and conducting salary reviews, with no capital expenditures reported for the quarters ending September 30 and December 31, 2025[27] - The company is committed to sustainable development and compliance optimization of its mining assets while navigating market uncertainties[15] - The company is focused on enhancing its financial systems and project feasibility assessments to drive growth[189] Market Strategy - The plant stem cell business experienced a slight decline in sales revenue due to macroeconomic changes and market demand fluctuations[11] - The company continues to focus on research and development, optimizing product quality and expanding application scenarios in plant stem cell extraction[10] - Future strategies include enhancing operational efficiency and product value while adhering to green production principles[13] - The company is exploring the diversity of plant stem cell applications and expanding its product offerings to include skincare and beauty products[18] - The company maintains a B2B business model, supplying health products to health management platforms and distributors, which helps expand market coverage[19] Debt and Financial Management - The company has ongoing debt restructuring efforts, including comprehensive proposals for debt settlement and equity swaps, and has achieved a waiver of approximately $9.9 million in accrued interest, alleviating financial burdens[26] - The company aims to improve liquidity and advance debt restructuring in 2026, with ongoing communications with potential investors and financial institutions for viable restructuring solutions[30] Environmental and Social Responsibility - The company is committed to integrating sustainability concepts into daily operations and continuously seeks opportunities to improve performance and corporate strategy[139] - The company has updated its "green policy" to align with sustainable development goals, ensuring compliance with environmental regulations in Hong Kong, China, and Malaysia[140] - The company adheres to all relevant environmental laws and regulations, with no confirmed incidents of non-compliance reported[140] - The company encourages employee participation in community service to contribute to a sustainable and harmonious society[179] Corporate Governance - The board consists of three executive directors and three independent non-executive directors, ensuring compliance with corporate governance standards[84] - The company has adhered to the corporate governance code and has implemented measures to maintain accountability and transparency[79] - The audit committee reviewed the financial statements for the year ending December 31, 2025, confirming compliance with applicable accounting standards and regulations[93] - The company has established a shareholder communication policy to ensure equal treatment and timely information dissemination to all shareholders[114] Employee Management - The company employed 49 employees in 2025, an increase of 22.5% from 40 employees in 2024[159] - The employee turnover rate for those aged 30 or below was 10.20% in 2025, down from 15.00% in 2024[163] - The company has implemented policies to ensure a safe and healthy work environment, with no reported injuries in the fiscal years 2024 and 2025[165] - The company has a commitment to training, with 85% of management and 85% of other staff receiving training in 2025[170] Risk Management - The main risk identified for 2025 is the potential decrease in business due to economic recession or political environment changes, particularly affecting steel demand[108] - The company has established a corporate risk management framework since 2016, following the COSO framework for effective risk management[107] - The risk register is maintained to track all identified major risks, with assessments conducted at least annually[110]

盈利預警－估計虧損減少 本公告由恩典生命科技控股有限公司（「本公司」，連同其附屬公司統稱「本集團」） 根據香港聯合交易所有限公司證券上市規則（「上市規則」）第13.09(2)(a)條及香港 法例第571章證券及期貨條例第XIVA部項下內幕消息條文（定義見上市規則）而作 出。 本公司董事會（「董事會」）謹此告知本公司股東（「股東」）及潛在投資者，根據董 事會目前掌握的信息及對本集團截至二零二五年十二月三十一日止年度（「二零 二五財年」）未經審核綜合管理賬目的初步評估，本集團預計二零二五財年將錄得 淨虧損介乎1,300萬美元至1,700萬美元，較截至二零二四年十二月三十一日止年度 （「二零二四財年」）之淨虧損4,800萬美元減少約65%至73%。該淨虧損減少主要由 於二零二四財年就金融資產減值計提一次性撥備，而二零二五財年未計提此類撥備。 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作任何陳述，並明確表示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的任何損失承擔任何責任。 恩典生命科技控股有限公司 Grace Life-tech Holding ...

恩典生命科技控股有限公司 主席 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 部份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。 恩典生命科技控股有限公司 Grace Life-tech Holdings Limited （於開曼群島註冊成立的有限公司） （已委任聯席臨時清盤人） （僅適用於公司重組） （股份代號：02112） 董事會會議通告 恩典生命科技控股有限公司（「本公司」）董事（「董事」）會（「董事會」）謹此宣佈， 董事會會議將於二零二六年三月三十一日（星期二）舉行，藉以處理以下（其中） 事項：考慮及批准本公司及其附屬公司截至二零二五年十二月三十一日止年度的 年度業績公告及其刊發，並考慮派付末期股息（如有）。 承董事會命 Ng Khing Yeu 香港，二零二六年三月十六日 於本公告日期，執行董事為Ng Khing Yeu先生、李曉蘭女士及王爾先生；以及獨立 非執行董事為董捷先生、汪靈博士及梁耀祖先生。 ...

FF301 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: 2026年2月28日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 恩典生命科技控股有限公司(於開曼群島註冊成立的有限公司)(已委任聯席臨時清盤人)(僅作重組用途) 呈交日期: 2026年3月2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) | 02112 | 說明 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 3,000,000,000 | HKD | | 0.01 HKD | | 30,000,000 | | 增加 / 減少 (-) | | | 0 | | | HKD | | 0 | | 本月底結存 | | | 3,000,000,000 | HKD | | 0.01 H ...

FF301 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: 2026年1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: 恩典生命科技控股有限公司(於開曼群島註冊成立的有限公司)(已委任聯席臨時清盤人)(僅作重組用途) 呈交日期: 2026年2月4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) | 02112 | 說明 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 3,000,000,000 | HKD | | 0.01 HKD | | 30,000,000 | | 增加 / 減少 (-) | | | 0 | | | HKD | | 0 | | 本月底結存 | | | 3,000,000,000 | HKD | | 0.01 H ...

Group 1 - The chairman of the board, NG KHING YEU, reduced his stake in Grace Life Technology (02112) by selling 58.532 million shares at a price of HKD 0.03 per share, totaling approximately HKD 1.75596 million [1][3] - After the reduction, the latest number of shares held by NG KHING YEU is approximately 54.295 million, representing a holding percentage of 3.62% [1][3]

Group 1 - The chairman of the board, NG KHING YEU, reduced his stake in Grace Life Technology (02112) by 58.532 million shares at a price of HKD 0.03 per share, totaling approximately HKD 1.75596 million [1] - After the reduction, the latest number of shares held by NG KHING YEU is approximately 54.295 million, representing a holding percentage of 3.62% [1]

Summary of Key Points Core Viewpoint - The chairman of the board, NG KHING YEU, has reduced his stake in Grace Life Technology (02112) by selling 58.532 million shares at a price of HKD 0.03 per share, totaling approximately HKD 1.75596 million, resulting in a new holding of about 54.295 million shares, which represents a 3.62% ownership stake [1] Company Actions - The share reduction occurred on January 7, indicating a strategic decision by the chairman to decrease his holdings in the company [1] - Following the sale, the chairman's remaining shares are approximately 54.295 million, reflecting a significant change in ownership structure [1] Financial Impact - The total amount raised from the share sale is around HKD 1.75596 million, which may impact the liquidity and market perception of the company [1] - The per-share sale price of HKD 0.03 suggests a low valuation, which could influence investor sentiment regarding the company's future prospects [1]