(Incorporated in the Cayman Islands with limited liability) Zhengwei Group Holdings Company Limited 正味集团控股有限公司 （於開曼群島註冊成立的有限公司） (Stock Code 股份代號: 2147) N O T I F I C AT I O N L E T T E R 通 知 信 函 31 October 2025 Dear Non-registered holders(Note 1) , Zhengwei Group Holdings Company Limited (the "Company") – Notice of Publication of 2025 Annual Report and ESG Report (the "Current Corporate Communications") The Current Corporate Communications of the Company have been published in English and Chinese languages ...

N O T I F I C AT I O N L E T T E R 通 知 信 函 Zhengwei Group Holdings Company Limited 正味集团控股有限公司 (Incorporated in the Cayman Islands with limited liability) （於開曼群島註冊成立的有限公司） (Stock Code 股份代號: 2147) If you want to receive future Corporate Communications in printed form, please complete and return the Reply Form on the reverse side to the Share Registrar or send an email to gongxiang@zhengwei100.com specifying your name, address and request to receive the Corporate Communications in printed form. Please note tha ...

環境、社會及 管治報告 2025 ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT 2025 概 覽 本集團欣然提呈截至2025年6月30日 止 十 八 個 月 的 環 境、社 會 及 管 治 報 告（「環境、社會及管治報告」或「ESG 報 告」或「本報告」），ESG報 告 是 本 集 團 根 據 香 港 聯 合 交 易 所 有 限 公 司（簡 稱「聯交所」）發 佈 的《香 港 聯 合 交 易 所 證 券 上 市 規 則》（簡 稱「上市規則」）附 錄C2之《環 境、社 會 及 管 治 報 告 指 引》（簡 稱「環 境、社 會 及 管 治 報 告 指 引」，生 效 日 期 為2023年12月31日 至2024年12月31日 之 版 本）編 製，本 報 告 嚴 格 秉 承 下 述 重 要 性、量 化、平 衡及一致性的匯報原則。在本報告中，本集團已嚴格遵守環境、社會及管治報告指引所載的強制披露規定 及「不 遵 守 就 解 釋」條 文，對 報 告 期 內 的 環 境、社 會 及 管 治 事 項 進 行 披 露。 本 報 告 內 容 是 按 照 一 套 有 系 統 的 程 序 而 ...

Financial Performance - Total revenue for the reporting period reached approximately RMB 938.1 million, an increase of 110.7% compared to RMB 445.2 million in the 2023 fiscal year[10] - The group recorded a gross loss of approximately RMB 12.2 million, a significant decline from a gross profit of RMB 147.3 million in the previous fiscal year, primarily due to a substantial increase in direct material costs[10] - A significant inventory loss of approximately RMB 37 million was incurred due to extreme rainfall events, impacting the financial performance directly[10] - The group's loss for the reporting period was approximately RMB 108.8 million, compared to a profit of RMB 67.5 million in the 2023 fiscal year[10] - The cost of sales for the group was approximately RMB 950.3 million, an increase of about 218.9% from approximately RMB 298.0 million in the 2023 fiscal year, primarily due to rising direct material costs[39] - Other income decreased from approximately RMB 6.4 million in the 2023 fiscal year to about RMB 4.2 million in the reporting period, mainly due to a reduction in government subsidies of approximately RMB 2.3 million[41] - Other losses decreased from a loss of RMB 164,000 in the 2023 fiscal year to approximately RMB 4.9 million in the reporting period, primarily due to losses from the sale of properties, plants, and equipment amounting to approximately RMB 6.5 million[42] - The group reported a loss of approximately RMB 1,088 million in the reporting period, compared to a profit of about RMB 675 million in the fiscal year 2023[48] Business Operations - The company plans to continuously develop and introduce new snack products to align with consumer trends and enhance brand recognition in China[11] - The trading business involves bulk procurement of dried fruits, nuts, and other products from suppliers in China, which are sold to retailers and corporate clients without further processing[18] - The company has over 20 years of experience in the production of dried food products, establishing a solid customer base including retailers and corporate clients in provinces such as Jiangxi, Fujian, Zhejiang, and Sichuan in China[19] - The production facility located in Nanchang, Jiangxi Province specializes in the processing and packaging of baked goods[20] - Future marketing efforts will focus on expanding sales channels, particularly in southeastern China, and enhancing brand awareness through collaborations with chain supermarkets and advertising on traditional and social media platforms[22] Audit and Compliance - The independent auditor expressed a qualified opinion on the consolidated financial statements for the 18 months ending June 30, 2025, due to insufficient accounting records related to the sale of Jiangxi Zhengwei Food Co., Ltd.[23] - The management faced challenges in accessing sufficient records from the sold group, impacting the ability to audit the financial statements accurately[26] - Any adjustments to the reported figures may affect the consolidated financial performance and cash flow for the years ending December 31, 2023, and June 30, 2025[27] - The audit process required detailed financial information from the sold group to execute proper audit procedures[29] - The company has retained basic records related to the sale of the group, but the auditor found these records insufficient for auditing purposes, leading to a qualified opinion on the consolidated financial statements for the eighteen months ending June 30, 2025[31] Shareholder and Capital Structure - The company completed the first placement on June 5, 2024, issuing 160,000,000 shares at a price of HKD 0.138 per share, raising approximately HKD 20.72 million[65] - The net price per share for the first placement was approximately HKD 0.1295, reflecting a discount of about 4.83% from the last trading price of HKD 0.145 on May 14, 2024[65] - The second placement was completed on January 6, 2025, issuing 160,000,000 shares at a price of HKD 0.038 per share, raising approximately HKD 5.76 million[68] - The net price per share for the second placement was approximately HKD 0.036, representing a discount of about 19.15% from the last trading price of HKD 0.047 on November 18, 2024[67] - The company utilized the proceeds from both placements for general working capital purposes by June 30, 2025[68] Employee and Management - The employee count decreased from 755 on December 31, 2023, to 32 by June 30, 2025, primarily due to layoffs in production and sales personnel[70] - The company has no significant future investment or capital asset plans as of June 30, 2025[73] - The board believes that the placements provide a good opportunity to raise further funds, enhance liquidity, and strengthen the financial position of the group[64] - The board consists of five members, including two executive directors and three independent non-executive directors, ensuring a balanced mix of knowledge and skills[166] Corporate Governance - The board of directors is composed of experienced individuals with extensive backgrounds in business management and finance[82][83] - The board will continue to review and enhance corporate governance practices to ensure compliance with the corporate governance code[132] - The company has established three board committees: the Audit Committee, the Remuneration Committee, and the Nomination Committee, to oversee specific aspects of the company's affairs[159] - The board acknowledges the responsibility for presenting the group's financial statements fairly and accurately, with no significant uncertainties affecting the group's ability to continue as a going concern[193] Environmental and Social Responsibility - The company emphasizes the importance of environmental protection and has implemented strict measures to comply with current environmental laws and regulations[87] - The company is committed to maintaining close relationships with employees, customers, and business partners, recognizing them as key to sustainable development[89] - The company has established environmental policies to prevent pollution during production activities[87] - The company is committed to providing equal opportunities across various employment aspects, including recruitment, training, and career advancement[168] Risk Management - The company faces significant operational risks, including potential product liability claims and raw material supply stability, which could adversely affect its business and financial condition[139] - The company has established an audit committee to oversee internal controls, risk management, and financial disclosures, ensuring compliance with applicable accounting standards[143] - The board believes that the risk management and internal control systems are effective and robust, with annual reviews planned to enhance the control environment[195]

Summary of Key Points Group 1: 52-Week Highs - A total of 45 stocks reached their 52-week highs as of October 23, with notable performers including Base Champion Group (08460) at 234.56%, Tianjin Chuangye Environmental Protection Co., Ltd. (01065) at 136.88%, and Liji Engineering Holdings (01690) at 80.26% [1] - The closing prices and peak prices for the top three stocks are as follows: Base Champion Group closed at 0.250 with a peak of 0.455, Tianjin Chuangye at 4.880 with a peak of 10.020, and Liji Engineering at 0.105 with a peak of 0.137 [1] Group 2: 52-Week Lows - The report also highlighted stocks that reached their 52-week lows, with Huaxi Holdings (01689) showing a decline of 16.67%, China New Economy Equity (02958) down by 14.17%, and Agile Holdings (00186) down by 13.16% [2] - The closing prices and lowest prices for the top three declining stocks are: Huaxi Holdings at 0.400 with a low of 0.350, China New Economy at 0.123 with a low of 0.103, and Agile Holdings at 0.165 with a low of 0.165 [2]

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9月30日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 正味集团控股有限公司 呈交日期: 2025年10月3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) | 02147 | 說明 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 8,000,000,000 | USD | | 0.01 USD | | 80,000,000 | | 增加 / 減少 (-) | | | 0 | | | USD | | 0 | | 本月底結存 | | | 8,000,000,000 | USD | | 0.01 USD | | 80,000,000 | 本月底法定/註冊股本總額： USD 80,00 ...

Core Insights - The company reported revenue of 938 million and a net loss of 109 million for the 18 months ending June 30, 2025, with a loss per share of 0.11 [1] Group 1: Financial Performance - Revenue for the period was 938 million [1] - The company incurred a net loss of 109 million [1] - Loss per share was reported at 0.11 [1] Group 2: Future Strategy - The company plans to enhance marketing efforts and expand sales channels to increase brand awareness [1] - There is an intention to expand the supermarket sales network and promotional counters in Southeast China, particularly in Fujian Province [1] - The company aims to collaborate with chain supermarket clients to strengthen marketing and promotional activities [1] - Advertising will be conducted through traditional media such as television and commercial radio, as well as social media platforms like WeChat [1]

Core Viewpoint - Zhengwei Group (02147) reported a revenue of 938 million yuan and a net loss of 109 million yuan for the 18 months ending June 30, 2025, with a loss per share of 0.11 yuan [1] Group 1: Financial Performance - The company achieved a revenue of 938 million yuan [1] - The net loss for the period was 109 million yuan [1] - Loss per share was reported at 0.11 yuan [1] Group 2: Future Strategy - The company plans to enhance marketing efforts and expand sales channels to increase brand awareness [1] - There is an intention to expand the supermarket sales network and promotional booth network in Southeast China, particularly in Fujian Province [1] - The company aims to collaborate with chain supermarket clients to strengthen marketing and promotional activities [1] - Advertising will be conducted through traditional media such as television and commercial radio, as well as social media platforms like WeChat to promote snack products [1]

[Financial Performance Summary](index=1&type=section&id=Financial%20Performance%20Summary) The company reported significant revenue growth for the eighteen months ended June 30, 2025, but gross profit and net profit for the period turned into losses Comparison of Key Financial Indicators | Indicator | 18 Months Ended June 30, 2025 (RMB '000) | Year Ended December 31, 2023 (RMB '000) | | :--- | :--- | :--- | | Revenue | 938,123 | 445,214 | | Gross (Loss) Profit | (12,215) | 147,260 | | (Loss) Profit for the Period/Year | (108,752) | 67,517 | [Consolidated Financial Statements](index=2&type=section&id=Consolidated%20Financial%20Statements) This section details the company's financial performance and asset-liability structure through the consolidated statement of profit or loss and other comprehensive income and the consolidated statement of financial position [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=2&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) Revenue grew substantially, but higher cost of sales and increased income tax expense led to a significant loss for the period Key Data from Consolidated Statement of Profit or Loss and Other Comprehensive Income | Indicator | 18 Months Ended June 30, 2025 (RMB '000) | Year Ended December 31, 2023 (RMB '000) | | :--- | :--- | :--- | | Revenue | 938,123 | 445,214 | | Cost of Sales | (950,338) | (297,954) | | Gross (Loss) Profit | (12,215) | 147,260 | | (Loss) Profit Before Tax | (70,472) | 76,699 | | Income Tax Expense | (38,280) | (9,182) | | (Loss) Profit for the Period/Year | (108,752) | 67,517 | | (Loss) Earnings Per Share – Basic and Diluted (RMB) | (0.11) | 0.09 | [Consolidated Statement of Financial Position](index=3&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) Non-current assets significantly decreased, cash and cash equivalents declined, and share capital increased while reserves decreased, maintaining stable net current assets Key Data from Consolidated Statement of Financial Position | Indicator | June 30, 2025 (RMB '000) | December 31, 2023 (RMB '000) | | :--- | :--- | :--- | | **Non-current assets** | | | | Property, plant and equipment | 29,294 | 107,149 | | Total non-current assets | 42,317 | 125,126 | | **Current assets** | | | | Inventories | 71,970 | 98,272 | | Trade receivables | 228,153 | 92,300 | | Cash and cash equivalents | 54,644 | 199,186 | | Total current assets | 365,887 | 397,650 | | **Current liabilities** | | | | Total current liabilities | 55,593 | 85,841 | | Net current assets | 310,294 | 311,809 | | Total assets less current liabilities | 352,611 | 436,935 | | Total equity | 352,611 | 436,935 | [Notes to the Consolidated Financial Statements](index=5&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) This section details the basis of preparation, accounting policies, segment information, revenue recognition, and composition of expenses and assets, noting a change in financial year-end and a significant subsidiary disposal [1. General Information](index=5&type=section&id=1.%20General%20Information) Zhengwei Group Holdings Limited, incorporated in the Cayman Islands and listed on the HKEX in 2023, primarily trades and processes dried foods in China - The company was incorporated in the Cayman Islands on June 30, 2020, and listed on the Main Board of the Hong Kong Stock Exchange on **January 13, 2023**[7](index=7&type=chunk) - The Group primarily engages in the procurement, processing, and trading of dried mountain delicacies, snacks, dried aquatic products, grains, baked goods, and seasonings in China[7](index=7&type=chunk) [2. Adoption of New and Revised Hong Kong Financial Reporting Standards](index=5&type=section&id=2.%20Adoption%20of%20New%20and%20Revised%20Hong%20Kong%20Financial%20Reporting%20Standards) The Group adopted new HKFRS amendments with no material impact, and HKFRS 18, effective 2027, will affect profit or loss presentation but not financial position - Amendments to Hong Kong Financial Reporting Standards applied for the first time in the current period had no material impact on the Group's financial position and performance[9](index=9&type=chunk) - HKFRS 18 "Presentation and Disclosure in Financial Statements" will be effective on **January 1, 2027**, and is expected to affect the presentation and disclosure in the statement of profit or loss but not materially impact financial position and performance[12](index=12&type=chunk) [3. Basis of Preparation of Consolidated Financial Statements and Significant Accounting Policies Information](index=7&type=section&id=3.%20Basis%20of%20Preparation%20of%20Consolidated%20Financial%20Statements%20and%20Significant%20Accounting%20Policies%20Information) Consolidated financial statements are prepared under HKFRS on a going concern and historical cost basis, with a change in financial year-end to June 30, making the 18-month current period incomparable to the 12-month prior period - The company changed its financial year-end date from December 31 to June 30, resulting in the current period covering **18 months** (January 1, 2024, to June 30, 2025), which is not directly comparable to the **12-month** comparative period (January 1, 2023, to December 31, 2023)[14](index=14&type=chunk) - The consolidated financial statements are prepared on a **going concern** and **historical cost basis**[15](index=15&type=chunk)[16](index=16&type=chunk) [4. Segment Information](index=8&type=section&id=4.%20Segment%20Information) The Group's manufacturing business performed poorly despite expanding into baked goods, while the trading business saw significant revenue growth, with all operations in China - The Group's operating segments include manufacturing (production and sale of snacks, packaged dried foods, baked goods) and trading (procurement and sale of dried preserved fruits, nuts, etc.)[23](index=23&type=chunk) - For the eighteen months ended June 30, 2025, the company expanded its baked goods manufacturing business, but its financial performance was unsatisfactory, leading to an impairment loss of approximately **RMB 4,282,000** on related plant and machinery[22](index=22&type=chunk)[50](index=50&type=chunk)[51](index=51&type=chunk) Comparison of Segment Revenue and Results | Segment | 18 Months Ended June 30, 2025 (RMB '000) | Year Ended December 31, 2023 (RMB '000) | | :--- | :--- | :--- | | **External Sales** | | | | Manufacturing | 32,040 | 406,199 | | Trading | 906,083 | 39,015 | | **Reportable Segment (Loss) Profit** | | | | Manufacturing | (80,219) | 73,199 | | Trading | 12,998 | 13,372 | - All of the Group's external sales revenue is derived from customers within China, and all non-current assets are also located in China[27](index=27&type=chunk) [5. Revenue](index=12&type=section&id=5.%20Revenue) Revenue is primarily from sales of various dried and baked foods, recognized upon delivery, with provisions for return rights and discounts Revenue by Major Product Line | Product Category | 18 Months Ended June 30, 2025 (RMB '000) | Year Ended December 31, 2023 (RMB '000) | | :--- | :--- | :--- | | Dried Mountain Delicacies | 547,028 | 112,060 | | Snacks | 24,091 | 232,984 | | Dried Aquatic Products | 167,151 | 72,888 | | Grains | 9,831 | 22,955 | | Baked Goods | 30,064 | 991 | | Seasonings and Others | 159,958 | 3,336 | | **Total Revenue** | **938,123** | **445,214** | - Revenue is recognized when control over the goods and products is transferred (i.e., delivered), typically when goods are shipped to the specified location, risks are transferred, and the customer accepts them[36](index=36&type=chunk) - Some food sales contracts offer return rights and discounts, with revenue recognized at the price net of estimated discounts, and corresponding refund liabilities and right-to-return assets recognized[37](index=37&type=chunk) [6. Other Income](index=15&type=section&id=6.%20Other%20Income) Other income, mainly government grants and interest, decreased due to reduced grants, despite a slight increase in interest income Composition of Other Income | Category | 18 Months Ended June 30, 2025 (RMB '000) | Year Ended December 31, 2023 (RMB '000) | | :--- | :--- | :--- | | Interest income | 730 | 646 | | Government grants | 3,455 | 5,709 | | **Total** | **4,185** | **6,355** | - Government grants primarily include listing incentives, agricultural development incentives, revenue growth and new technology industrial enterprise incentives, and agricultural brand development incentives[40](index=40&type=chunk) [7. Net Other Gains and Losses](index=16&type=section&id=7.%20Net%20Other%20Gains%20and%20Losses) Net other losses expanded significantly due to increased losses on asset disposals and exchange losses, partially offset by gains from the Disposed Group's sale Composition of Net Other Gains and Losses | Category | 18 Months Ended June 30, 2025 (RMB '000) | Year Ended December 31, 2023 (RMB '000) | | :--- | :--- | :--- | | Gain on disposal of the Disposed Group | 2,451 | – | | Loss on disposal of property, plant and equipment | (6,503) | (2) | | Net exchange losses | (896) | (162) | | **Total** | **(4,948)** | **(164)** | [8. Finance Costs](index=16&type=section&id=8.%20Finance%20Costs) Finance costs significantly decreased due to reduced interest expenses on bank and other borrowings Composition of Finance Costs | Category | 18 Months Ended June 30, 2025 (RMB '000) | Year Ended December 31, 2023 (RMB '000) | | :--- | :--- | :--- | | Interest expense on bank and other borrowings | 81 | 2,902 | | Interest expense on leases | – | 2 | | **Total** | **81** | **2,904** | [9. (Loss) Profit Before Tax](index=17&type=section&id=9.%20%28Loss%29%20Profit%20Before%20Tax) Loss before tax was driven by employee costs, depreciation, and significantly increased cost of sales due to inventory write-downs, despite lower R&D costs Major Deductions (and Additions) for (Loss) Profit Before Tax | Category | 18 Months Ended June 30, 2025 (RMB '000) | Year Ended December 31, 2023 (RMB '000) | | :--- | :--- | :--- | | Employee costs | 23,589 | 48,941 | | Depreciation expense | 15,873 | 6,233 | | Cost of sales | 950,338 | 297,954 | | Of which: Write-down of inventories | 36,880 | – | | Impairment losses recognized, net of reversal | (334) | 334 | | Research and development costs recognized | 8,070 | 18,319 | | Auditor's remuneration | 915 | 660 | | Listing expenses | – | 4,515 | [10. Income Tax Expense](index=18&type=section&id=10.%20Income%20Tax%20Expense) Income tax expense significantly increased, mainly due to taxes on distributable profits from PRC subsidiaries and no preferential high-tech enterprise tax rates Composition of Income Tax Expense | Category | 18 Months Ended June 30, 2025 (RMB '000) | Year Ended December 31, 2023 (RMB '000) | | :--- | :--- | :--- | | PRC enterprise income tax – Current tax | 38,746 | 8,926 | | PRC enterprise income tax – (Over-provision) Under-provision in prior period/year | (433) | 107 | | Deferred tax expense – Current year | (33) | 149 | | **Total Income Tax Expense** | **38,280** | **9,182** | - The statutory PRC enterprise income tax rate is **25%**, but Jiangxi Zhengwei Food Co., Ltd. and Guangchang County Zhenglian Biotechnology Co., Ltd. previously qualified as high-tech enterprises, enjoying a preferential tax rate of **15%**[44](index=44&type=chunk) - Enterprises engaged in research and development activities are entitled to claim **100%** of their R&D expenses as deductible expenses[44](index=44&type=chunk) [11. Dividends](index=19&type=section&id=11.%20Dividends) The company neither paid nor declared any dividends during or after the reporting period - The company neither paid nor declared dividends for the eighteen months ended June 30, 2025, and the year ended December 31, 2023, nor were any dividends declared after the reporting period[45](index=45&type=chunk) [12. (Loss) Earnings Per Share](index=19&type=section&id=12.%20%28Loss%29%20Earnings%20Per%20Share) Basic and diluted earnings per share shifted from a profit of **RMB 0.09** to a loss of **RMB 0.11**, reflecting a significant net profit decline Calculation of (Loss) Earnings Per Share | Indicator | 18 Months Ended June 30, 2025 | Year Ended December 31, 2023 | | :--- | :--- | :--- | | (Loss) Profit for the Period/Year Attributable to Owners of the Company (RMB '000) | (108,752) | 67,517 | | Weighted Average Number of Ordinary Shares ('000 shares) | 965,850 | 793,425 | | **Basic and Diluted (Loss) Earnings Per Share (RMB)** | **(0.11)** | **0.09** | - As there were no potential dilutive ordinary shares outstanding during the reporting period, the diluted earnings per share amount is the same as the basic earnings per share amount[47](index=47&type=chunk) [13. Property, Plant and Equipment](index=20&type=section&id=13.%20Property%2C%20Plant%20and%20Equipment) Net book value of property, plant, and equipment significantly decreased due to asset derecognition from the Disposed Group's sale and impairment losses on plant and machinery Net Book Value of Property, Plant and Equipment | Category | June 30, 2025 (RMB '000) | December 31, 2023 (RMB '000) | | :--- | :--- | :--- | | Buildings | – | 38,970 | | Leasehold improvements | – | 1,277 | | Plant and machinery | 29,244 | 66,081 | | Furniture, fixtures and office equipment | 50 | 712 | | Motor vehicles | – | 109 | | **Total** | **29,294** | **107,149** | - As of June 30, 2025, an impairment loss of approximately **RMB 4,282,000** was recognized on related plant and machinery due to the unsatisfactory performance of the baked goods production and sales business[50](index=50&type=chunk)[51](index=51&type=chunk) [14. Inventories](index=22&type=section&id=14.%20Inventories) Inventory structure shifted, with raw materials and self-produced finished goods becoming zero, while purchased finished goods significantly increased, leading to an overall inventory decrease Composition of Inventories | Category | June 30, 2025 (RMB '000) | December 31, 2023 (RMB '000) | | :--- | :--- | :--- | | Raw materials | – | 50,340 | | Finished goods | – | 43,536 | | Finished goods – purchased for resale | 71,970 | 4,730 | | Less: Impairment | – | (334) | | **Total** | **71,970** | **98,272** | [15. Trade Receivables](index=22&type=section&id=15.%20Trade%20Receivables) Trade receivables significantly increased, with a higher proportion over one month and recognized impairment losses Trade Receivables and Aging Analysis | Indicator/Aging | June 30, 2025 (RMB '000) | December 31, 2023 (RMB '000) | | :--- | :--- | :--- | | Trade receivables from customer contracts | 228,257 | 92,300 | | Less: Impairment | (104) | – | | **Net amount** | **228,153** | **92,300** | | **Aging analysis** | | | | Within 1 month | 109,028 | 62,392 | | 1 to 2 months | 56,963 | 29,908 | | 2 to 3 months | 41,784 | – | | 3 to 6 months | 20,482 | – | - The Group generally grants credit periods of **30 to 90 days** to its customers[53](index=53&type=chunk) - An impairment loss of **RMB 104,000** on trade receivables was recognized during the reporting period[55](index=55&type=chunk) [16. Trade Payables, Other Payables and Accrued Expenses](index=23&type=section&id=16.%20Trade%20Payables%2C%20Other%20Payables%20and%20Accrued%20Expenses) Trade payables slightly decreased, and other payables and accrued expenses significantly declined, mainly due to reduced accrued salaries and expenses Trade Payables, Other Payables and Accrued Expenses | Category | June 30, 2025 (RMB '000) | December 31, 2023 (RMB '000) | | :--- | :--- | :--- | | Trade payables | 46,722 | 48,360 | | Other payables and accrued expenses | 8,871 | 16,774 | | Of which: Amounts due to shareholders | 3,092 | – | | Of which: Accrued salaries | 285 | 8,266 | | **Total** | **55,593** | **65,134** | - The payment terms for trade payables are generally a maximum of **30 days**[55](index=55&type=chunk) [17. Share Capital](index=24&type=section&id=17.%20Share%20Capital) Share capital increased due to a capitalization issue and two new share placings, both aimed at raising working capital and expanding the shareholder base Movements in Issued and Fully Paid Share Capital | Event | Number of Shares | Amount (RMB '000) | | :--- | :--- | :--- | | January 1, 2023 | 5,263,200 | 372 | | Capitalization issue | 594,736,800 | 41,313 | | Issue of new shares upon listing | 200,000,000 | 13,895 | | December 31, 2023 and January 1, 2024 | 800,000,000 | 55,580 | | First placing of shares | 160,000,000 | 11,364 | | Second placing of shares | 160,000,000 | 11,454 | | **June 30, 2025** | **1,120,000,000** | **78,398** | - The company completed the first placing of **160,000,000** new shares on **June 5, 2024**, at a placing price of **HK$0.138** per share, raising net proceeds of approximately **HK$20.72 million** for general working capital[61](index=61&type=chunk)[119](index=119&type=chunk) - The company completed the second placing of **160,000,000** new shares on **January 6, 2025**, at a placing price of **HK$0.038** per share, raising net proceeds of approximately **HK$5.76 million** for general working capital[64](index=64&type=chunk)[122](index=122&type=chunk) - The Directors believe both placings strengthened the Group's financial position, provided additional working capital, and offered an opportunity to broaden the company's shareholder and capital base[119](index=119&type=chunk)[121](index=121&type=chunk) [18. Disposal of the Disposed Group](index=27&type=section&id=18.%20Disposal%20of%20the%20Disposed%20Group) The Group was compelled to dispose of its 100% equity in Jiangxi Zhengwei Food Co., Ltd., generating a gain, but auditor issued a qualified opinion due to uncooperative buyer and insufficient records - Due to Fujian Jia Zhi Wei Food's failure to pay **RMB 38,190,000** for food supplies, a legal settlement led the company to agree to dispose of its **100%** equity interest in Jiangxi Zhengwei Food Co., Ltd. (the Disposed Group)[65](index=65&type=chunk)[67](index=67&type=chunk)[69](index=69&type=chunk) - The disposal was completed on **June 13, 2025**, upon which the Group lost control over the Disposed Group and recognized a gain of approximately **RMB 2,451,000**[70](index=70&type=chunk) - Due to the uncooperative buyer of the Disposed Group, the company's management was unable to access sufficient books and records of the derecognized Disposed Group, making it impossible to ascertain whether the Disposed Group's assets, liabilities, income, and expenses were fairly presented and properly reflected[71](index=71&type=chunk)[81](index=81&type=chunk) Gain Analysis on Disposal of the Disposed Group | Category | RMB '000 | | :--- | :--- | | Total settlement amount | 45,279 | | Net assets disposed of | (43,654) | | Reclassification of property revaluation reserve on disposal of the Disposed Group | 826 | | **Gain on disposal of the Disposed Group** | **2,451** | [Excerpt from Independent Auditor's Report](index=32&type=section&id=Excerpt%20from%20Independent%20Auditor%27s%20Report) The independent auditor issued a qualified opinion on the Group's consolidated financial statements due to insufficient accounting records related to the Disposed Group's disposal [Qualified Opinion](index=32&type=section&id=Qualified%20Opinion) The auditor issued a qualified opinion, stating that, except for the noted basis, the consolidated financial statements fairly reflect the Group's financial position, performance, and cash flows - The independent auditor issued a **qualified opinion** on the Group's consolidated financial statements for the eighteen months ended June 30, 2025[79](index=79&type=chunk) [Basis for Qualified Opinion](index=32&type=section&id=Basis%20for%20Qualified%20Opinion) The qualified opinion stems from the uncooperative buyer of the Disposed Group, preventing access to sufficient records and audit evidence to confirm the fair presentation of its financial data - The primary basis for the qualified opinion is the **insufficient accounting records** related to the disposal of the Disposed Group for the eighteen months ended June 30, 2025[80](index=80&type=chunk) - Due to the uncooperative buyer of the Disposed Group, the company's management was unable to access sufficient books and records of the derecognized Disposed Group, preventing the auditor from obtaining sufficient and appropriate audit evidence[81](index=81&type=chunk)[82](index=82&type=chunk) - The auditor could not be satisfied that the Disposed Group's assets, liabilities, income, and expenses were fairly presented and properly reflected as of **January 1, 2023**, **December 31, 2023**, and the disposal date, and for the period[82](index=82&type=chunk) [Opinion of the Board and Audit Committee on the Qualified Opinion](index=34&type=section&id=Opinion%20of%20the%20Board%20and%20Audit%20Committee%20on%20the%20Qualified%20Opinion) The Board and Audit Committee concurred with the auditor's qualified opinion, acknowledging that the uncooperative buyer prevented access to necessary records - The Board and Audit Committee concurred with the auditor's opinion and confirmed their agreement with the basis for the qualified opinion[84](index=84&type=chunk)[86](index=86&type=chunk) - The Board believes all reasonable steps were taken to communicate with the Disposed Group's buyer to access records, but the buyer remained uncooperative[86](index=86&type=chunk) [Management Discussion and Analysis](index=35&type=section&id=Management%20Discussion%20and%20Analysis) This section reviews business operations, financial performance, liquidity, and future outlook, noting a shift from manufacturing to trading, increased revenue, decreased profitability, and capital raised through share placings [Business Review](index=35&type=section&id=Business%20Review) The Group, primarily trading and producing dried and baked foods in China, ceased manufacturing, and plans to develop new snacks, increase marketing, and expand sales channels - The Group primarily engages in the trading of dried agricultural and sideline products and baked goods in Jiangxi Province, China (secondarily in Fujian and Hubei Provinces), followed by the production of related products[87](index=87&type=chunk) - The Group's manufacturing business ceased operations in **2025**, with a decision on resuming production dependent on future business and market developments[88](index=88&type=chunk) - In the future, the Group will continue to increase marketing efforts and expand sales channels, including expanding supermarket sales networks and promotional counter networks in Southeast China (especially Fujian Province), collaborating with chain supermarket customers, and advertising through traditional and social media platforms[93](index=93&type=chunk) [Financial Performance Analysis](index=37&type=section&id=Financial%20Performance%20Analysis) Revenue significantly increased, but higher cost of sales, reduced other income, and increased income tax expense led to a substantial loss for the period - During the reporting period, the Group's total revenue was approximately **RMB 938.1 million**, an increase of approximately **110.7%** from approximately **RMB 445.2 million** in the 2023 financial year, primarily due to an increase of approximately **RMB 685.9 million** in sales of dried foods, seasonings, and other trading goods[94](index=94&type=chunk) - Cost of sales was approximately **RMB 950.3 million**, an increase of approximately **218.9%** from approximately **RMB 298.0 million** in the 2023 financial year, primarily due to rising direct material costs[95](index=95&type=chunk) - A gross loss of approximately **RMB 12.2 million** was recorded during the reporting period, compared to a gross profit of approximately **RMB 147.3 million** in the 2023 financial year, mainly due to a significant increase in direct material costs and inventory write-offs[96](index=96&type=chunk) - Income tax expense increased from approximately **RMB 9.2 million** in the 2023 financial year to approximately **RMB 38.3 million** in the reporting period, primarily due to taxes paid on distributable profits by PRC subsidiaries and the absence of subsidiaries enjoying preferential tax rates for high-tech enterprises[102](index=102&type=chunk) - Based on the above reasons, the Group recorded a loss of approximately **RMB 108.8 million** during the reporting period, compared to a profit of approximately **RMB 67.5 million** in the 2023 financial year[103](index=103&type=chunk) [Liquidity and Capital Resources](index=39&type=section&id=Liquidity%20and%20Capital%20Resources) Net current assets remained stable, but cash and cash equivalents significantly decreased, and the gearing ratio dropped to zero due to reduced borrowings - The Group's net current assets were approximately **RMB 310.3 million** as of June 30, 2025, remaining relatively stable compared to approximately **RMB 311.8 million** as of December 31, 2023[104](index=104&type=chunk) - As of June 30, 2025, the Group's cash and cash equivalents were approximately **RMB 54.6 million**, a decrease of approximately **72.6%** from approximately **RMB 199.2 million** as of December 31, 2023[108](index=108&type=chunk) Net Cash Flows | Cash Flow Category | Reporting Period (RMB '000) | 2023 Financial Year (RMB '000) | | :--- | :--- | :--- | | Net cash (used in) generated from operating activities | (157,197) | 36,595 | | Net cash generated from (used in) investing activities | 5,681 | (79,909) | | Net cash generated from financing activities | 6,974 | 85,669 | | Net (decrease) increase in cash and cash equivalents | (144,542) | 42,355 | - The gearing ratio decreased from approximately **4.0%** in the 2023 financial year to **zero** in the reporting period, primarily due to a reduction in total borrowings of approximately **RMB 18.2 million**[109](index=109&type=chunk) [Material Acquisitions and Disposals of Subsidiaries, Associates and Joint Ventures](index=40&type=section&id=Material%20Acquisitions%20and%20Disposals%20of%20Subsidiaries%2C%20Associates%20and%20Joint%20Ventures) The Group was compelled to dispose of its 100% equity in Jiangxi Zhengwei Food Co., Ltd. due to non-payment, completing the sale on June 13, 2025, and derecognizing its financial statements - Due to Fujian Jia Zhi Wei Food's failure to pay **RMB 38,190,000** for food supplies, a legal settlement led the company to agree to dispose of its **100%** equity interest in Jiangxi Zhengwei Food Co., Ltd. (the Disposed Group)[112](index=112&type=chunk)[113](index=113&type=chunk)[114](index=114&type=chunk) - The disposal was completed on **June 13, 2025**, and the Disposed Group is no longer a subsidiary of the company, with its financial statements derecognized from consolidation[114](index=114&type=chunk) - The Board believes that the Disposed Group was not a major subsidiary of the company, and its financial statements no longer being consolidated will not have any material adverse impact on the Group's business operations and financial position[115](index=115&type=chunk) [Contingent Liabilities](index=41&type=section&id=Contingent%20Liabilities) As of June 30, 2025, the Group had no contingent liabilities - As of **June 30, 2025**, the Group had no contingent liabilities[116](index=116&type=chunk) [Foreign Exchange Risk](index=41&type=section&id=Foreign%20Exchange%20Risk) The Group has no foreign currency hedging policy but monitors foreign exchange risk and will consider hedging when necessary - The Group currently has no foreign currency hedging policy, but management monitors foreign exchange risk and will consider appropriate hedging measures when necessary in the future[117](index=117&type=chunk) [Placing of New Shares under General Mandate](index=42&type=section&id=Placing%20of%20New%20Shares%20under%20General%20Mandate) The company completed two new share placings, issuing **320,000,000** shares for **HK$26.48 million** in net proceeds, used for working capital to strengthen finances and increase liquidity - The company completed the first placing of **160,000,000** new shares on **June 5, 2024**, at a placing price of **HK$0.138** per share, raising net proceeds of approximately **HK$20.72 million**, which were fully utilized for general working capital[119](index=119&type=chunk) - The company completed the second placing of **160,000,000** new shares on **January 6, 2025**, at a placing price of **HK$0.038** per share, raising net proceeds of approximately **HK$5.76 million**, which were fully utilized for general working capital[122](index=122&type=chunk) - The Directors believe both placings strengthened the Group's financial position, provided additional working capital, and offered an opportunity to broaden the company's shareholder and capital base[119](index=119&type=chunk)[121](index=121&type=chunk) [Employees and Remuneration](index=43&type=section&id=Employees%20and%20Remuneration) Employee count significantly decreased to **32** due to dismissals, with remuneration based on performance, qualifications, experience, Group results, and market conditions - As of **June 30, 2025**, the Group had **32** employees, compared to **755** employees as of December 31, 2023, with the reduction primarily due to the dismissal of production and sales personnel[123](index=123&type=chunk) - The Group's remuneration policy is determined by reference to individual employee performance, qualifications, experience, as well as the Group's results and recent market conditions[123](index=123&type=chunk) [Events After the Reporting Period](index=44&type=section&id=Events%20After%20the%20Reporting%20Period) No significant events occurred after the reporting period and up to the announcement date - There were no significant events after the reporting period and up to the date of this announcement[124](index=124&type=chunk) [Future Plans for Material Investments or Capital Assets](index=44&type=section&id=Future%20Plans%20for%20Material%20Investments%20or%20Capital%20Assets) As of June 30, 2025, the Group had no future plans for material investments or capital assets - As of **June 30, 2025**, the Group had no future plans for material investments or capital assets[125](index=125&type=chunk) [Purchase, Redemption or Sale of the Company's Listed Securities](index=44&type=section&id=Purchase%2C%20Redemption%20or%20Sale%20of%20the%20Company%27s%20Listed%20Securities) Neither the company nor its subsidiaries purchased, redeemed, or sold any of the company's listed securities during the reporting period - During the reporting period, neither the company nor its subsidiaries purchased, redeemed, or sold any of the company's listed securities[126](index=126&type=chunk) [Corporate Governance Practices](index=44&type=section&id=Corporate%20Governance%20Practices) The company adheres to high corporate governance standards, complying with all code provisions except for the combined Chairman and CEO roles, and recommended no final dividend [Corporate Governance Practices](index=44&type=section&id=Corporate%20Governance%20Practices) The company maintains high corporate governance standards, complying with all code provisions except for the combined Chairman and CEO roles - The company is committed to maintaining high corporate governance standards and complies with the Corporate Governance Code set out in Appendix C1 of the Listing Rules[127](index=127&type=chunk) - During the reporting period, the company complied with all applicable code provisions of the Corporate Governance Code, except for the combined roles of Chairman and Chief Executive Officer[127](index=127&type=chunk) [Chairman and Chief Executive Officer](index=44&type=section&id=Chairman%20and%20Chief%20Executive%20Officer) Mr. Yang Shengyao concurrently holds Chairman and CEO roles, a deviation from governance code, but the Board deems it in the Group's best interest for now - Mr. Yang Shengyao concurrently serves as the Chairman and Chief Executive Officer of the company's Board, an arrangement that deviates from code provision C.2.1 of the Corporate Governance Code[128](index=128&type=chunk) - The Board believes that Mr. Yang's dual role facilitates effective management and business development, serving the Group's best interests, and will continue to review and consider separating the roles in due course[128](index=128&type=chunk) [Standard Code for Securities Transactions by Directors of Listed Issuers](index=45&type=section&id=Standard%20Code%20for%20Securities%20Transactions%20by%20Directors%20of%20Listed%20Issuers) The company adopted the Standard Code for Securities Transactions by Directors, and all Directors confirmed compliance during the reporting period - The company has adopted the Standard Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 of the Listing Rules, and all Directors confirmed compliance with the code during the reporting period[129](index=129&type=chunk) [Final Dividend](index=45&type=section&id=Final%20Dividend) The Board recommended no final dividend for the reporting period - The Board recommended not to pay a final dividend for the reporting period (2023 financial year: nil)[130](index=130&type=chunk) [Audit Committee](index=45&type=section&id=Audit%20Committee) The Audit Committee, composed of three independent non-executive directors, oversees internal controls, risk management, and financial reporting, confirming compliance with accounting standards - The Audit Committee comprises **three independent non-executive directors**, with Mr. Yu Chi Kit as Chairman[131](index=131&type=chunk) - The Audit Committee's primary responsibilities include overseeing the Group's internal controls, risk management, financial information disclosure, and financial reporting matters[131](index=131&type=chunk) - The Audit Committee reviewed the Group's audited annual results for the reporting period and deemed the preparation of the relevant financial statements to be in compliance with applicable accounting standards and requirements, with adequate disclosures made[131](index=131&type=chunk) [Scope of Work of the Company's Auditor](index=46&type=section&id=Scope%20of%20Work%20of%20the%20Company%27s%20Auditor) The auditor reconciled figures in this announcement with the annual consolidated financial statements, clarifying that this work does not constitute an assurance engagement - The company's auditor has reconciled the figures in the consolidated statement of financial position, consolidated statement of profit or loss and other comprehensive income, and their related notes contained in this announcement with those in the Group's annual consolidated financial statements[132](index=132&type=chunk) - The work performed by the auditor in this regard does not constitute an assurance engagement conducted in accordance with Hong Kong Standards on Auditing, Hong Kong Standards on Review Engagements, or Hong Kong Standards on Assurance Engagements issued by the Hong Kong Institute of Certified Public Accountants[132](index=132&type=chunk) [Public Float](index=46&type=section&id=Public%20Float) As of the announcement date, the company maintained an adequate public float as required by the Listing Rules - As of the date of this announcement, the company has maintained an adequate public float as required by the Listing Rules[133](index=133&type=chunk) [Publication of Annual Results and Annual Report](index=46&type=section&id=Publication%20of%20Annual%20Results%20and%20Annual%20Report) This annual results announcement is published on the HKEX and company websites, with the full annual report available in due course - This annual results announcement is published on the HKEX website (www.hkex.com.hk) and the company's website (www.zhengwei100.com)[134](index=134&type=chunk) - The annual report for the reporting period, containing all information required by Appendix D2 of the Listing Rules, will be available for inspection on the same websites in due course[134](index=134&type=chunk) [Acknowledgement](index=46&type=section&id=Acknowledgement) The Group extends sincere gratitude to shareholders, partners, customers for their support, and employees for their efforts - The Group sincerely thanks its loyal shareholders, partners, and customers for their continuous support, and its employees for their hard work and contributions[135](index=135&type=chunk) [By Order of the Board](index=46&type=section&id=By%20Order%20of%20the%20Board) This announcement is issued by Mr. Yang Shengyao on behalf of the Board, listing executive and independent non-executive directors - This announcement is issued by Mr. Yang Shengyao, Chairman of the Board, on behalf of the Board[136](index=136&type=chunk) - As of the announcement date, the executive directors are Mr. Yang Shengyao and Ms. Lin Qiuyun; the independent non-executive directors are Mr. Hu Ruiwo, Mr. Ye Sangzhi, and Mr. Yu Chi Kit[137](index=137&type=chunk)

Core Viewpoint - The company expects a significant net loss of approximately RMB 108 million for the eighteen months ending June 30, 2025, contrasting with a net profit of about RMB 67.5 million for the year ending December 31, 2023 [1] Financial Performance - The board anticipates a decline in financial performance leading to a net loss after tax for the eighteen months ending June 30, 2025 [1] - The expected net loss is primarily attributed to a substantial increase in direct material costs, which has significantly raised the cost of sales [1] - The increase in sales costs has outpaced revenue growth, resulting in an estimated gross loss for the eighteen months ending June 30, 2025, compared to a gross profit for the year ending December 31, 2023 [1]