HC GROUP INC. 慧聰集團有限公司 ( 於開曼群島註冊成立之有限公司 (股份代號: 02280) （ 「 本公司 」 ） 提名委員會職權範圍 1. 組 織 2. 秘 書 除委員會另外委任外，委員會秘書由本公司秘書擔任。 3. 權 責 委員會的責任爲 : - 1 - ) 1.1 本 公 司 提 名 委 員 會（「 委員會 」）的 委 員（「 委 員 」）由 本 公 司 董 事（「 董 事 」） 會 （「 董事會 」） 委 任 及 罷 免 ， 委 員 均 須 爲 董 事 。 如 有 委 員 不 再擔任董事職務，彼將自動失去委員資格。 1.2 委員會過半數成員須爲獨立非執行董事。至少一名委員應爲不同性 別 。 1.3 委員會主席由董事會委任，並且必須爲董事會主席或獨立非執行董 事 。 (a) 至少每年檢討董事會的架構、人數及組成（包括技能、知識及經驗 方 面 ）， 協 助 董 事 會 編 制 董 事 會 技 能 表 ， 並 就 任 何 爲 配 合 本 公 司 的 公司策略而擬對董事會作出的變動提出建議 ; (b) 物色具備合適資格可擔任董事的人士，並挑選提名有關人士出任董 事或就此向董事會提供 建 議 ; ...

劉軍先生 HC GROUP INC. 慧聰集團有限公司 ( 於開曼群島註冊成立之有限公司 ) (股份代號: 02280) 董事名單與其角色和職能 慧聰集團有限公司董事（「 董 事 」）會（「 董事會 」）成員載列如下。 執行董事 ,主席兼首席執行官 執行董事 張永紅先生 執行董事兼總裁 劉小東先生 非執行董事 郭凡生先生 林德緯先生 邢景峰先生 獨立非執行董事 張克先生 張天偉先生 祁燕女士 董事會設立三個委員會。其成員構成如下： | | 董事委員會 | 審核委員會 | 提名委員會 | 薪酬委員會 | | --- | --- | --- | --- | --- | | 董 事 | | | | | | 劉軍先生 | | | 主 席 | 成 員 | | 郭凡生先生 | | 成 員 | | | | 邢景峰先生 | | | | 成 員 | | 張克先生 | | 主 席 | 成 員 | 主 席 | | 張天偉先生 | | | 成 員 | 成 員 | | 祁燕女士 | | 成 員 | 成 員 | 成 員 | 香 港 ，二零 二 五 年 八 月 二 十 二 日 ...

格隆汇8月22日丨慧聪集团(02280.HK)发布公告，截至2025年6月30日止六个月，持续经营业务产生总销 售收入约人民币60.13亿元，同比增加约1.8%；经调整利润约为人民币1920万元，2024年上半年的经调 整亏损则约为人民币70万元；经调整EBITDA约为人民币2820万元，2024年上半年则约为人民币1070万 元；持续经营业务产生公司权益持有人应占亏损约人民币2270万元，2024年同期则约为人民币5530万 元；持续经营业务产生的每股摊薄亏损为人民币0.0174元，2024年同期则为人民币0.0422元。 ...

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佈之內容概不負責，對其準確 性或完整性亦不發表任何聲明，並明確表示概不就因本公佈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。 HC GROUP INC. 慧聰集團有限公司 （ 於 開 曼 群 島 註 冊 成 立 之 有 限 公 司 ） （股 份 代 號：02280） 截至二零二五年六月三十日止六個月之 中期業績公佈及 提名委員會組成變動 摘要 持續經營業務產生總銷售收入約人民幣6,013.0百萬元，較二零二四年同期所 錄得約人民幣5,904.7百萬元增加約人民幣108.3百萬元或約1.8%。 經調整利潤*約為人民幣19.2百萬元，二零二四年上半年的經調整虧損則約為 人民幣0.7百萬元。 經調整EBITDA*約為人民幣28.2百萬元，二零二四年上半年則約為人民幣10.7 百萬元。 持續經營業務產生本公司權益持有人應佔虧損約人民幣22.7百萬元，二零 二四年同期則約為人民幣55.3百萬元。 持續經營業務產生之每股攤薄虧損為人民幣0.0174元，二零二四年同期則為 人民幣0.0422元。 未經審核中期業績 慧聰集團有限公司（「本公司」 ...

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佈之內容概不負 責，對其準確性或完整性亦不發表任何聲明，並明確表示概不就因本公佈全部或 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。 HC GROUP INC. 慧聰集團有限公司 ( 於開曼群島註冊成立之有限公司 ) (股份代號: 02280) 董事會會議日期 慧聰集團有限公司（「 本公司 」）宣佈 本公司 董事會（「 董事會 」）會議謹訂 於二零 二 五 年 八 月 二 十 二 日（星期五 ）舉 行 , 藉以處理（其中包括 ）下 列 事 項 : 1 . 考慮及批准本公司及其附屬公司截至 二 零 二 五 年六月三十日止六個月 之 未經審核 中 期 業 績 及 中 期 業績公佈； 及 2 . 考慮派付 中 期股息 （ 如有）。 承董事會命 慧 聰 集 團 有限公司 主 席 兼首席執行官 劉 軍 香港，二零二 五 年 八 月 六 日 於本公佈日期，董事會成員包括： 劉 軍 先 生 （ 主 席 、 執行董事 兼首席執行官 ） 張永紅先生 （執行董事） 劉小東先生 （執行董事兼總裁） 郭凡生先生 （非執行董事） 林德緯 先 生 （非執行董事） ...

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: 慧聰集團有限公司 呈交日期: 2025年8月1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) | 02280 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 2,000,000,000 | HKD | | 0.1 | HKD | | 200,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 2,000,000,000 | HKD | | 0.1 | HKD | | 200,000,000 | 本月底法定/註冊股本總額 ...

Group 1 - The core viewpoint of the news highlights the recent performance of HuiCong Group, which saw a stock price increase of 9.09% on April 30, closing at 0.18 HKD per share, despite a cumulative decline of 7.3% over the past month [1][2] - HuiCong Group reported total revenue of 10.966 billion CNY for the year ending December 31, 2024, representing a year-on-year decrease of 40.56%, while the net profit attributable to shareholders was -289 million CNY, an increase of 84.19% year-on-year [2] - The company's gross margin stands at 3.7%, with a debt-to-asset ratio of 68.77% [2] Group 2 - Currently, there are no institutional investment ratings for HuiCong Group, and its price-to-earnings ratio is -0.69, ranking 145th in the software services industry, which has an average TTM P/E ratio of -3.95 [3] - HuiCong Group, founded in 1992 and listed on the Hong Kong main board, aims to empower traditional industries through the internet and big data, having transformed into an industrial internet company since October 2017 [3] - The company has extensive experience serving over 27 million customers across more than 60 industries, leveraging its insights and understanding of vertical industries to help traditional enterprises transform and improve efficiency in the competitive internet landscape [3]

Financial Performance - Total revenue for 2024 was RMB 10,977,732, a decrease of 40.6% compared to RMB 18,535,437 in 2023[18]. - The loss attributable to equity holders of the Company for 2024 was RMB (289,229), significantly improved from a loss of RMB (1,829,540) in 2023[18]. - Basic and diluted loss per share for 2024 was RMB (0.2208), an improvement from RMB (1.3967) in 2023[18]. - The Group generated total revenue of approximately RMB10,966 million in 2024, representing a decrease of approximately 40.6% compared to RMB18,448 million in 2023[31]. - Revenue from the technology-driven new retail segment was approximately RMB243.5 million in 2024, down approximately 79.9% from RMB1,209.8 million in 2023[32]. - Revenue from the smart industries segment decreased from approximately RMB17,225.3 million in 2023 to approximately RMB10,722.5 million in 2024, a decline of approximately 37.8%[32]. - The loss attributable to equity holders from continuing operations was approximately RMB265.2 million in 2024, significantly reduced from a loss of approximately RMB1,129.3 million in 2023[34]. - Adjusted net loss for the Group was approximately RMB51.8 million in 2024, compared to RMB86.9 million in 2023[29]. - Adjusted LBITDA for the Group was approximately RMB26.7 million in 2024, compared to RMB19.4 million in 2023[29]. - The decline in revenue was mainly attributed to inadequate demand from downstream textile enterprises and changes in government subsidy policies[31]. Assets and Liabilities - Net current assets decreased to RMB 357,220 in 2024 from RMB 742,696 in 2023, indicating a decline of 51.9%[18]. - Total assets decreased to RMB 1,875,780 in 2024 from RMB 3,077,045 in 2023, a reduction of 38.8%[18]. - Total liabilities decreased to RMB 1,290,039 in 2024 from RMB 1,891,769 in 2023, a decline of 31.8%[18]. - Total equity decreased to RMB 585,741 in 2024 from RMB 1,185,276 in 2023, a decrease of 50.6%[18]. - As of December 31, 2024, the Group's cash and cash equivalents decreased by approximately RMB 86.7 million to approximately RMB 279.0 million from RMB 365.7 million as of December 31, 2023[114][118]. - Total borrowings increased to approximately RMB 437.5 million as of December 31, 2024, up from RMB 406.5 million as of December 31, 2023, with bank borrowings at RMB 175.8 million[115][119]. - The Group was in a net debt position of RMB 127.6 million as of December 31, 2024, compared to a net cash position of RMB 23.8 million as of December 31, 2023[116][120]. - The capital and reserves attributable to equity holders decreased by approximately RMB 300.0 million to approximately RMB 260.4 million as of December 31, 2024, from RMB 560.4 million as of December 31, 2023[116][120]. Strategic Focus and Business Development - The Group aims to empower traditional industries with the Internet and data, focusing on technology-driven new retail and smart industries[13]. - The Group's strategic objective in technology-driven new retail is to enhance user stickiness and improve industry influence through professional content[14]. - The Group is undergoing transformation to lower its gearing ratio, optimize resources, and discontinue loss-making businesses, focusing on core business development[39]. - The Group aims to become a leading industrial internet group in China, integrating AI-enabled industries and big data analysis to enhance industrial digitalization[42]. - The Group is focusing on enhancing its digital supply chain service platform and optimizing resource integration to improve industrial chain synergy efficiency[59][62]. - The Group is prioritizing core business components, including ZOL, PanPass, and Union Cotton, while aiming to reduce indebtedness levels in the short to medium term[61][64]. - The Group emphasizes opportunities for industrial upgrading driven by AI technology, reconstructing traditional business models to optimize resource allocation[65][67]. Operational Challenges and Adjustments - The Group closed its platform and corporate services segment in 2024, which generated revenue of RMB12.9 million in 2023[32]. - ZOL, a subsidiary, faced challenges due to a tightening global economic environment and increased reliance on self-media platforms, impacting its business development[43]. - ZOL's customer base declined as clients reduced investments in advertising and marketing, leading to a challenging market environment[44]. - Despite initiatives to expand video platform content and launch new product lines, ZOL's performance fell short of expectations during the Year[44]. - Union Cotton experienced a significant revenue decline of approximately 37.0% compared to 2023 due to insufficient domestic demand and a sharp drop in export orders, leading to high inventory levels and low operational rates in the cotton textile industry[59][62]. - Despite the revenue drop, Union Cotton achieved positive profit growth year-on-year through refined supply chain management and effective cost control measures[59][62]. Leadership and Governance - Liu Jun has been appointed as the executive director and CEO since September 2016, previously leading the company from October 2017 to January 2019[74]. - Zhang Yonghong has served as an executive director since January 2019, with extensive experience in various leadership roles in technology companies[75]. - Liu Xiaodong joined the group in July 2015 during the acquisition of ZOL and has over 20 years of experience in media operation and management in the TMT field[78]. - Guo Fansheng founded the group in October 1992 and served as CEO until March 2008, currently holding a position as chairman of the Inner Mongolia Chamber of Commerce in Beijing[84]. - The company has a strong leadership team with diverse backgrounds in technology, management, and law, enhancing its strategic direction and governance[76]. - The board includes both executive and non-executive directors, ensuring a balanced approach to decision-making and oversight[80]. Structured Contracts and Regulatory Risks - The BZR Structured Contracts allow Orange Triangle to receive annual service fees of RMB 5 million and 12% of annual revenue from Beijing Zhixing Ruijing, along with additional fees based on net revenue after expenses[133][138]. - The Group's strategy includes compliance with PRC laws and regulations to conduct restricted business operations through structured contracts[136][139]. - The Group's reliance on structured contracts is essential for maintaining operational control and economic benefits from Beijing Zhixing Ruijing[140]. - Risks associated with BZR Structured Contracts include potential non-compliance with PRC laws, which could lead to severe consequences for Beijing Zhixing Ruijing[176]. - The uncertainty surrounding the VIE structure could increase risks for foreign investments in the PRC telecommunications sector[185]. - The Group's financial performance could be significantly impacted if the BZR Structured Contracts are invalidated[184].

Financial Performance - Total sales revenue from continuing operations was approximately RMB 10,966 million, a decrease of about 41% from RMB 18,448 million in 2023[3] - Loss attributable to equity holders of the company from continuing operations was approximately RMB 265 million, compared to a loss of RMB 1,129 million in 2023[3] - Adjusted net loss (non-HKFRS) was approximately RMB 52 million, down from RMB 87 million in 2023[3] - Adjusted LBITDA (non-HKFRS) was approximately RMB 27 million, compared to RMB 19 million in 2023[3] - Loss per share from continuing operations was RMB 0.2025, compared to RMB 0.8621 in 2023[3] - The company reported a significant reduction in accounts payable and notes payable from RMB 292,924 thousand in 2023 to RMB 276,178 thousand in 2024, a decrease of approximately 5.7%[7] - The group reported a loss before tax of RMB 243,880,000 for the fiscal year ending December 31, 2024, with a notable loss from discontinued operations amounting to RMB 5,637,000[25] - The company reported a net loss from continuing operations of RMB 265.21 million for 2024, compared to a loss of RMB 1.13 billion in 2023, indicating a 76.6% improvement[39] - The company reported a loss attributable to equity holders from discontinued operations of approximately RMB 24.0 million, a significant decrease from RMB 700.2 million in the previous year[68] Assets and Liabilities - Total assets decreased to RMB 1,875,780 million from RMB 3,077,045 million in 2023[6] - Total equity attributable to equity holders of the company decreased to RMB 260,421 million from RMB 560,410 million in 2023[6] - Non-current assets totaled RMB 331,283 million, down from RMB 444,370 million in 2023[6] - Current assets decreased to RMB 1,544,497 million from RMB 2,632,675 million in 2023[6] - Total liabilities decreased from RMB 1,891,769 thousand in 2023 to RMB 1,290,039 thousand in 2024, representing a reduction of approximately 31.8%[7] - Non-current liabilities increased significantly from RMB 1,790 thousand in 2023 to RMB 102,762 thousand in 2024, indicating a growth of over 5,600%[7] - Current liabilities decreased from RMB 1,889,979 thousand in 2023 to RMB 1,187,277 thousand in 2024, a decline of about 37.1%[7] - The total equity and liabilities decreased from RMB 3,077,045 thousand in 2023 to RMB 1,875,780 thousand in 2024, a decline of approximately 38.9%[7] Business Strategy and Operations - The company continues to focus on its B2B trading platform and digital identity technology solutions as part of its business strategy[11] - The group decided to suspend the operation of Huicong Network in 2022 and gradually close its physical presence[21] - The group plans to gradually cease operations in the financing leasing business under the Platform and Enterprise Services segment in 2024[21] - The company is focusing on high-quality clients and streamlining its customer base as part of its business strategy reform[47] - The company plans to reduce operational scale, including layoffs, and implement various cost-saving measures in response to market challenges[47] - The group is prioritizing core business components, including ZOL, 兆信股份, and 棉聯, while balancing operational costs and risks to reduce debt levels in the short to medium term[79] Investments and Sales - The company completed the sale of its subsidiary, Beijing Huicong Internet Information Technology Co., Ltd., on February 27, 2024, impacting its financial performance[9] - The equity interest in Chongqing Shenzhou Digital Huicong Microfinance Co., Ltd. was reduced from 70% to 40%, resulting in a change from a subsidiary to an associate company[9] - The company sold a 22.8% stake in Guangzhou Huizheng Zhilian Technology Co., generating a cash consideration of RMB 100 million, resulting in a gain of approximately RMB 19.12 million[30] - The company completed the sale of Huicong Internet Group, resulting in a net loss of RMB 22,310,000 from the transaction[57] - The total cash consideration received from the sale of Huicong Internet Group was RMB 5,000,000, which included a deposit of RMB 1,000,000 received on December 1, 2023[61] Impairments and Provisions - The impairment loss on financial assets for the fiscal year ending December 31, 2024, was RMB 102,428,000, compared to RMB 19,301,000 in the previous year[28] - The company recognized an impairment loss of RMB 103,728,000 for the year ended December 31, 2024, compared to zero in 2023, due to the recoverable amount being lower than the carrying value[48] - The impairment loss on investments in associates increased to RMB 103,728 thousand in 2024 from RMB 3,894 thousand in 2023, highlighting potential challenges in investment performance[98] Governance and Compliance - The company has adopted a written guideline for securities trading by directors, ensuring compliance with the standards set forth in the listing rules[92] - The company believes that at least 25% of its total issued shares are held by the public as of the announcement date[93] - The company has received written confirmations from independent non-executive directors regarding their independence, and they are considered independent individuals[95] - The company has made strategic adjustments in its corporate governance, including the separation of roles between the chairman and the CEO to enhance operational efficiency[91] Future Outlook - The revenue compound annual growth rate (CAGR) is projected at 6.2%, while the cost and expense CAGR is estimated at 5.6%[50] - The cash flow projections for the next five years and beyond are based on management's judgments and external data sources[48] - The group aims to enhance its core business by leveraging AI and big data analytics to improve industry digitalization[71] - ZOL plans to enhance its core competitiveness by accelerating AIGC platform development and integrating more AI models[73]

Financial Performance - Total sales revenue for the continuing operations was approximately RMB 5,904.7 million, a decrease of about RMB 2,941.1 million or 33.2% compared to RMB 8,845.8 million in the same period of 2023[3]. - Adjusted EBITDA was approximately RMB 10.7 million, down from RMB 34.2 million in the first half of 2023[4]. - Loss attributable to equity holders from continuing operations was approximately RMB 55.3 million, compared to RMB 696.8 million in the first half of 2023[4]. - The total sales revenue for the group was approximately RMB 5,916.4 million, a decrease of about 33.6% from RMB 8,906.3 million in the same period of 2023[5]. - The smart industry segment generated approximately RMB 5,779.1 million in sales revenue, down 26.0% from RMB 7,808.5 million in the same period of 2023[5]. - The technology new retail segment contributed approximately RMB 125.6 million to sales revenue, a decline of 87.9% compared to RMB 1,037.4 million in the first half of 2023[5]. - For the six months ended June 30, 2024, the company reported sales revenue of RMB 5,904,709 thousand, a decrease of 33.5% compared to RMB 8,845,839 thousand in the same period of 2023[34]. - The net loss for the period was RMB 64,435 thousand, significantly improved from a net loss of RMB 843,591 thousand in the prior year[34]. - The company reported a loss before tax of RMB (847,867) thousand for the six months ended June 30, 2024, compared to a loss of RMB (692,473) thousand in the same period of 2023, indicating an increase in losses of approximately 22.5%[66]. - The company incurred a goodwill impairment loss of RMB (719,426) thousand during the reporting period, which impacted overall financial performance[66]. Operational Efficiency - Operating expenses decreased from approximately RMB 217.6 million in the first half of 2023 to approximately RMB 207.7 million in the current period[6]. - The company has independently developed AI large model service capabilities, providing strong sales and operational support for member retail stores, enhancing profit structure and profitability[11]. - The "Hui Mai Mai" platform has effectively integrated urban and rural resources, improving operational efficiency and competitiveness in a slowing domestic economy[11]. - The company is leveraging digital transformation and IoT solutions to drive efficiency in supply chain management across various industries[14]. Strategic Initiatives - The company aims to enhance its core capabilities by accelerating AIGC construction and improving AI-assisted content creation[9]. - The company plans to innovate its APP monetization model and develop new commercial functions to meet user needs and advertising demands[9]. - The company is focusing on core business segments, including ZOL, Zhao Xin, and Mian Lian, while balancing operational costs and risks[16]. - The company aims to enhance its marketing capabilities through comprehensive online and offline communication services tailored to client needs[11]. - The company is expanding its content capabilities by analyzing user profiles and interests to increase user engagement across multiple domains[11]. - The company has plans for market expansion and new product development, focusing on enhancing its B2B trading platform and digital identity solutions[68]. Financial Position - As of June 30, 2024, the group's cash and bank balances were approximately RMB 229.4 million, down from RMB 365.7 million as of December 31, 2023[17]. - The group's total borrowings increased to approximately RMB 447.8 million as of June 30, 2024, compared to RMB 406.5 million as of December 31, 2023[17]. - The group's net assets increased from RMB 770.2 million to RMB 1,112.3 million, primarily due to increased prepayments to suppliers for B2B transactions[17]. - The capital debt ratio of the group was 10% as of June 30, 2024, calculated as net debt divided by total capital[17]. - The company's total liabilities were RMB 1,624,103 thousand, down from RMB 1,891,769 thousand at the end of 2023[39]. - The company’s total assets as of June 30, 2024, were RMB 2,416,995 thousand, down from RMB 3,077,045 thousand at the end of 2023[38]. Shareholder Information - The group did not recommend any interim dividend for the six months ended June 30, 2024, consistent with the previous year[27]. - The total number of issued shares remained at 1,309,931,119 as of June 30, 2024, unchanged from December 31, 2023[128]. - The company has a total authorized share capital of 2,000,000,000 shares, with a par value of RMB 0.1 per share[128]. - Major shareholder Talent Gain Developments Limited holds approximately 19.37% of the company's shares, totaling 253,671,964 shares[163]. Risk Management - The group has faced various financial risks including market risk, credit risk, and liquidity risk, with no changes in financial risk management policies since December 31, 2023[55][57]. - The group has implemented a prudent treasury policy to manage liquidity risks and has not used any financial instruments for hedging purposes during the period[18]. - The group’s financial risk management disclosures are not fully included in the interim financial data and should be read in conjunction with the annual financial statements[55]. Corporate Governance - The audit committee, consisting of independent non-executive directors, has reviewed the financial reporting process and internal control procedures during the period[168]. - The company has adopted written guidelines for directors regarding securities trading, confirming compliance with the stipulated trading rules throughout the period[167]. - The company’s organizational structure ensures a clear division of responsibilities between the chairman and the CEO, promoting effective business decision-making[176].