香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示概不會就本公告全部或任何 部份內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 HAILIANG INTERNATIONAL HOLDINGS LIMITED 海 亮 國 際 控 股 有 限 公 司 （於開曼群島註冊成立之有限公司） （股份代號：2336） 截至二零二二年十二月三十一日止年度之 經審核綜合年度業績公告 海亮國際控股有限公司（「本公司」）董事會（「董事會」）謹此公告本公司及其附屬公 司（統稱為「本集團」）截至二零二二年十二月三十一日止年度之經審核綜合年度業 績（已經本公司核數師同意）連同比較數字載列如下： 綜合損益表 截至二零二二年十二月三十一日止年度 二零二二年 二零二一年 附註 千港元 千港元 收益 4 122,135 707,736 銷售成本 (113,944) (699,227) 毛利 8,191 8,509 其他收入 5 1,925 1,626 其他收益淨額 5 272 42 銷售及分銷開支 (1,104) (1,509) 行政開支 (19,522) (18, ...

Financial Performance - For the six months ended June 30, 2022, the company recorded revenue of HKD 78,512,000, a decrease of 23% compared to HKD 101,771,000 for the same period in 2021[7] - Gross profit for the same period was HKD 2,795,000, down 38% from HKD 4,516,000 in the previous year[7] - The company reported a loss of HKD 6,909,000, compared to a loss of HKD 3,641,000 in the prior year[7] - Basic loss per share was HKD 0.32, compared to HKD 0.23 in the same period last year[7] - Total comprehensive expenses for the period were HKD 20,715,000, down from HKD 48,058,000 in the previous year[7] - Operating loss increased to HKD 6,811 thousand, compared to a loss of HKD 3,596 thousand in the prior year, reflecting a 89.5% increase in losses[51] - Loss before tax was HKD 6,936 thousand, compared to HKD 3,614 thousand in the previous year, marking an increase of 92.5%[51] - The reported segment loss for the six months ended June 30, 2022, was HKD (2,936,000), compared to a profit of HKD 213,000 in the same period of 2021[91] Revenue Breakdown - The metal sales segment generated revenue of HKD 37,821,000, accounting for 48% of total revenue, down from 60% in the previous year[9] - The electronic device solutions segment recorded revenue of HKD 40,691,000, with a loss of HKD 2,267,000, compared to a profit of HKD 1,184,000 in the previous year[13] - Revenue from metal sales and electronic device solutions for the first half of 2022 totaled HKD 78,512,000, a decline of 22.8% from HKD 101,771,000 in the same period of 2021[85] Assets and Liabilities - As of June 30, 2022, the group's current assets amounted to HKD 351,794,000, a decrease from HKD 370,054,000 as of December 31, 2021[27] - The group's cash and bank balances were HKD 95,081,000 as of June 30, 2022, down from HKD 100,681,000 at the end of 2021[27] - The net current assets were HKD 301,572,000 as of June 30, 2022, compared to HKD 322,417,000 as of December 31, 2021[27] - The total assets for the group as of June 30, 2022, were HKD 372,702,000, a decrease from HKD 385,505,000 as of December 31, 2021[89] - The total liabilities for the group as of June 30, 2022, were HKD 52,197,000, compared to HKD 47,037,000 as of December 31, 2021[89] Foreign Exchange and Financial Risks - The company experienced an increase in foreign exchange losses amounting to HKD 10,829,000 due to the depreciation of the Australian dollar and Renminbi against the Hong Kong dollar[8] - The company will closely monitor its foreign exchange risks and take appropriate measures when necessary[32] Employee and Management Costs - The total employee cost, including directors' remuneration, increased to HKD 10,520,000 for the period, up from HKD 9,402,000 in the same period last year[38] - Employee costs for the six months ended June 30, 2022, amounted to HKD 10,167,000, compared to HKD 9,047,000 for the same period in 2021, reflecting an increase of 12.4%[92] - The total remuneration for key management personnel was HKD 885,000 for the six months ended June 30, 2022, unchanged from the previous year[117] Capital and Investments - The approved capital commitments as of June 30, 2022, amount to HKD 1,640,000, down from HKD 1,715,000 on December 31, 2021[35] - The company has no major investments, acquisitions, or disposals of subsidiaries during the review period[36] - The company’s investment in property, plant, and equipment rose sharply to HKD 3,477,000 from HKD 910,000, indicating a strategic push for growth[68] Planning and Development - The company is currently preparing a planning proposal for land development in Australia, which has received support from local authorities[14] - The company is actively promoting the planning of a large land area for residential use, with expectations to obtain planning and development approval within 12 to 18 months[17] - A planning proposal for a private hospital has been submitted, which includes increasing the height limit from 12 meters to 45.5 meters, allowing for greater building area[17] - The company anticipates further feasibility studies on the land's potential conversion to a private hospital, pending further instructions from the committee[20] Governance and Compliance - The company has complied with all applicable code provisions of the Corporate Governance Code during the six months ended June 30, 2022, except for the absence of the chairman at the annual general meeting[128] - The company has adopted a standard code for directors' securities trading, and all directors confirmed compliance during the six months ended June 30, 2022[129] - The interim financial report for the six months ended June 30, 2022, was unaudited but reviewed by the company's auditor and approved by the board based on the audit committee's recommendations[131] Shareholder Information - The major shareholder, Mr. Feng Hailiang, holds 66.48% of the issued share capital, amounting to 1,207,207,299 shares[125] - The total issued share capital remains unchanged at HKD 18,159,107.67, divided into 1,815,910,767 shares with a par value of HKD 0.01 each[29]

Financial Performance - The group's revenue increased by 69% to HKD 707,736,000 for the year ended December 31, 2021, compared to HKD 419,312,000 in 2020[6] - Gross profit rose by 16% to HKD 8,509,000 in 2021, up from HKD 7,349,000 in 2020[6] - The group recorded a loss of HKD 9,834,000 for the year, slightly higher than the loss of HKD 9,524,000 in 2020[6] - The loss attributable to the company's owners was HKD 9,754,000, compared to HKD 9,808,000 in the previous year[15] - Basic loss per share remained at HKD 0.54, unchanged from 2020[15] - The total comprehensive expenses amounted to HKD 62,140,000, compared to total comprehensive income of HKD 26,896,000 in 2020[15] Revenue Segmentation - The sales of metals segment recorded a revenue increase of 77% to HKD 608,633,000, accounting for 86% of the total revenue for the year ended December 31, 2021[6] - The electronic device solutions segment achieved a revenue increase of 33% to HKD 99,103,000, with a segment profit of HKD 20,000[20] - The property development segment in Australia reported a loss of HKD 2,013,000, an increase from a loss of HKD 1,744,000 in the previous year[21] Investments and Fair Value - The group faced significant fair value losses of HKD 40,935,000 from its investment in Zhejiang Energy Jinjiang Environment Holdings Co., Ltd. in 2021[15] - The fair value of the investment in Jinjiang shares decreased to HKD 48,848,000, down 45% from the beginning of the year, with a fair value loss of HKD 40,935,000 recorded[33] - The company’s investment in Jinjiang shares accounted for 11% of total assets as of December 31, 2021[33] Asset and Equity Position - As of December 31, 2021, the group's current assets amounted to HKD 370,054,000, with cash and bank balances of HKD 100,681,000, reflecting a decrease from HKD 379,333,000 and HKD 110,031,000 respectively in the previous year[47] - The current ratio as of December 31, 2021, was 7.77 times, down from 10.44 times the previous year, indicating a decrease in liquidity[47] - The group's equity attributable to owners was HKD 403,261,000 as of December 31, 2021, compared to HKD 465,719,000 the previous year, showing a decline in shareholder equity[48] - The debt-to-equity ratio was maintained at a low level of 0.54% as of December 31, 2021, with no bank borrowings reported[48] Strategic Development - The group continues to develop its property project in Sydney, Australia, to enhance growth prospects[7] - The company aims to strengthen its sales and marketing capabilities in the metal trading business to support ongoing development and market expansion[11] - The company expects to obtain planning and development approvals for the Australian property within 12 to 18 months after submitting the planning proposal[25] - The company has been actively meeting with local committees to expedite the approval process for the Australian property development[24] Risk Management and Challenges - The ongoing COVID-19 pandemic has severely disrupted global supply chains, impacting the group's metal sales business, with potential financial implications still being assessed[45] - The group faces risks related to reliance on major customers and suppliers, and plans to diversify its customer base to mitigate this risk[44] - The group is evaluating risks associated with business diversification and innovation to create value and enhance competitiveness amid market volatility[40] Corporate Governance - The company is committed to corporate governance and believes it has complied with all applicable code provisions as of December 31, 2021[151] - The board consists of six members, including three executive directors and three independent non-executive directors[153] - The company has established four board committees to enhance its functions and corporate governance practices[164] - The nomination committee is responsible for reviewing the board's structure, composition, and diversity policy, as well as evaluating the independence of independent non-executive directors[168] Shareholder Relations and Transparency - The company emphasizes the importance of effective communication with shareholders to enhance investor relations and transparency[195] - The company has not disclosed any tax relief or exemptions for shareholders related to holding its securities[141] - The company has a dividend policy that allows for the declaration of dividends based on profitability and operational stability, subject to various financial considerations[198] Employee and Operational Insights - The group had a total employee cost of HKD 20,700,000 for the year, an increase from HKD 18,405,000 in the previous year, with approximately 223 employees as of December 31, 2021, compared to 197 the previous year[58] - The company has arranged for liability insurance for its directors and senior officers during the year[109] Audit and Compliance - The audit committee reviewed the consolidated financial statements for the year ended December 31, 2021, which were subsequently approved by the board[130] - The external auditor, Crowe Horwath, received a fee of HKD 680,000 for audit services and HKD 144,000 for non-audit services during the year ended December 31, 2021[183] - The company’s risk management and internal control systems are regularly reviewed to ensure the protection of assets and shareholder interests[184]

Financial Performance - For the six months ended June 30, 2021, the company recorded revenue of HKD 101,771,000, a decrease of 54% compared to HKD 220,512,000 for the same period in 2020[6] - Gross profit for the same period was HKD 4,516,000, an increase of 32% from HKD 3,419,000 in the previous year[6] - The company reported a loss of HKD 3,641,000, an improvement from a loss of HKD 5,596,000 in the prior year[6] - Total comprehensive expenses for the period amounted to HKD 48,058,000, up from HKD 21,833,000 in the previous year[6] - Basic loss per share for the period was HKD 0.23, compared to HKD 0.30 for the same period in 2020[6] - Operating loss narrowed to HKD 3,596 thousand from HKD 5,619 thousand, indicating better operational efficiency[44] - Loss for the period decreased to HKD 3,641 thousand from HKD 5,596 thousand, representing a reduction of 35%[44] - Total comprehensive loss for the period was HKD 48,058 thousand, significantly higher than HKD 21,833 thousand in the previous year, primarily due to fair value changes in financial assets[48] Revenue Segments - The metal sales segment generated revenue of HKD 61,050,000, down from HKD 191,772,000, accounting for 60% of total revenue compared to 87% in the previous year[8] - The electronic device solutions segment saw a revenue increase of 42% to HKD 40,721,000, with a profit of HKD 1,184,000 compared to a loss of HKD 42,000 in the prior year[11] - Revenue from the development and provision of electronic device solutions increased to HKD 40,721,000, up 41.7% from HKD 28,740,000 in 2020[77] - Revenue from Hong Kong was HKD 61,050,000, a decrease of 68.2% compared to HKD 191,826,000 in 2020[77] - Revenue from the People's Republic of China (excluding Hong Kong) was HKD 40,721,000, an increase from HKD 27,281,000 in the previous year[77] Investment and Assets - The company incurred a significant unrealized fair value loss of HKD 39,067,000 on its investment in Zhejiang Energy Jinjiang Environment Holdings Co., Ltd.[6] - The company recorded an unrealized fair value loss of HKD 39,067,000 on its investment in Jinjiang Co., primarily due to a 43% decline in market price since the beginning of 2021[20] - The company remains optimistic about the prospects of its investment in Jinjiang Co., which focuses on waste incineration and power generation in China[21] - As of June 30, 2021, the company's current assets amounted to HKD 383,272,000, with cash and bank balances at HKD 105,355,000[24] - The company’s equity attributable to owners decreased to HKD 416,932 thousand from HKD 465,719 thousand, indicating a decline in shareholder equity[52] - Non-current assets decreased to HKD 94,491 thousand from HKD 134,746 thousand, indicating a reduction in asset base[52] - Cash and cash equivalents at the end of the period were HKD 105,355 thousand, down from HKD 120,121 thousand, reflecting cash flow challenges[61] Development Projects - The property development segment in Australia recorded a loss of HKD 809,000, an increase from HKD 635,000 in the prior year, with no revenue generated[12] - The company has not yet obtained development approval for the land acquired in Australia, which is under review by the local council[12] - The company expects to obtain planning and development approval for the land within 12 to 18 months after submitting the planning proposal, which aligns with the committee's support for healthcare use[16] - The proposed height limit for the land has been significantly increased from 12 meters to 56 meters, allowing for a larger overall building area[16] - The company plans to continue developing its project in Sydney, Australia, to enhance growth prospects[22] Employee and Management - The total employee cost, including director remuneration, was HKD 9,402,000 for the period, up from HKD 8,579,000 for the same period in 2020[34] - The group had approximately 218 employees as of June 30, 2021, compared to about 197 employees as of December 31, 2020[34] - The remuneration for key management personnel totaled HKD 885,000 for the six months ended June 30, 2021, down from HKD 956,000 in the previous year[104] Corporate Governance - The company has complied with all applicable code provisions of the Corporate Governance Code, except for the absence of the chairman at the annual general meeting[118] - The company has adopted a standard code of conduct for directors' securities trading, confirming compliance for the six months ending June 30, 2021[119] - There have been no changes to director information that require disclosure under Listing Rule 13.51B(1) since the latest annual report, except for the appointments of Mr. Cao Jianguo as Vice President of the China Nonferrous Metals Industry Association and Chairman of Hailiang Group[120] Risk Management - The group will closely monitor foreign exchange risks and take appropriate measures if necessary[29] - The group has not entered into any arrangements to hedge potential foreign exchange risks during the review period[29] - The group maintains a balanced position of RMB monetary assets and liabilities to minimize currency risk exposure[27] Other Information - The company did not declare an interim dividend for the six months ended June 30, 2021, consistent with the previous year[99] - The total issued and fully paid ordinary shares remained at 1,815,910,767 shares with a par value of HKD 0.01 as of June 30, 2021[100] - There were no significant contingent liabilities as of June 30, 2021, similar to the situation on December 31, 2020[102] - The company has approved capital commitments of HKD 1,683,000 for investments in a subsidiary, slightly up from HKD 1,660,000 as of December 31, 2020[103] - The interim financial report for the six months ending June 30, 2021, is unaudited but has been reviewed by the company's auditor and the audit committee, and formally approved by the board[121]

Financial Performance - The group's revenue decreased by 12% to HKD 419,312,000 for the year ended December 31, 2020, compared to HKD 476,042,000 in 2019[8]. - Gross profit fell by 1% to HKD 7,349,000, down from HKD 7,448,000 in the previous year[8]. - The group recorded a loss of HKD 9,524,000 for the year, an improvement from a loss of HKD 11,233,000 in 2019[8]. - Basic loss per share was HKD 0.54, compared to HKD 0.60 in 2019[8]. - The overall financial performance was slightly below that of 2019, mainly due to the adverse effects of the pandemic on the metal trading segment[16]. Segment Performance - The metal trading segment recorded revenue of HKD 344,648,000, accounting for 82% of total revenue, down from 88% in 2019, with a segment loss of HKD 330,000 due to global supply chain disruptions and geopolitical tensions[18]. - The electronic device solutions segment achieved a revenue increase of 29% to HKD 74,664,000, with a segment profit of HKD 650,000, recovering from a segment loss of HKD 782,000 in 2019[19]. - The property development segment in Australia reported a loss of HKD 1,744,000, an improvement from a loss of HKD 2,093,000 in 2019, with no revenue generated[20]. Business Strategy and Growth - The group is actively expanding its metal trading business and enhancing sales and marketing capabilities to support growth[10]. - The company is developing property projects in Sydney, Australia, to improve growth prospects[9]. - The group aims to seize business opportunities that align with its growth strategies to enhance shareholder returns[10]. - The group will continue to focus on enhancing its sales and marketing capabilities in the metal trading business to meet diverse regional market demands[32]. - The group is optimistic about the investment in Zhejiang Energy Jinjiang, which involves waste incineration and power generation in China[31]. Risk Management and Financial Health - The group maintains rigorous credit monitoring of selected customers to mitigate risks associated with reliance on major clients[18]. - The group aims to diversify its customer and supplier base to mitigate risks associated with reliance on major clients and suppliers[40]. - The group had no significant contingent liabilities as of December 31, 2020, consistent with the previous year[49]. - The group had no bank borrowings as of December 31, 2020, maintaining an asset-to-liability ratio of 0.00%[44]. - The group is committed to prudent financial management and capital expenditure strategies to navigate global economic uncertainties[35]. Corporate Governance - The company has a strong management team with extensive experience in finance, accounting, and corporate governance, including executives with degrees from prestigious universities[69][72][76]. - The board is committed to maintaining high standards of corporate governance to protect shareholder interests and enhance group performance[133]. - The company has established a remuneration policy based on employee performance, experience, and current market conditions[121]. - The company has adopted a standard code for securities trading by directors, ensuring compliance throughout the year[135]. - The company confirmed that there are no significant uncertainties affecting its ability to continue as a going concern as of December 31, 2020[160]. Environmental, Social, and Governance (ESG) Initiatives - The company has formed an Environmental, Social, and Governance (ESG) working group to monitor and report on ESG risks and performance[181]. - The company emphasizes stakeholder engagement to guide its business and ESG strategies, maintaining communication with shareholders, employees, suppliers, and customers[188]. - The company has conducted a materiality assessment to identify significant ESG issues relevant to its operations and stakeholders[191]. - The company aims to enhance its ESG performance and create greater value for the community[188]. - The company has obtained ISO 9001 and ISO 14001 certifications, demonstrating its commitment to environmental sustainability[196]. Emissions and Environmental Compliance - In fiscal year 2020, the company reported nitrogen oxides (NOx) emissions of 38 kg, a decrease from 46 kg in 2019, representing a reduction of approximately 17.39%[199]. - Sulfur oxides (SOx) emissions were recorded at 0.10 kg in 2020, down from 0.14 kg in 2019, indicating a reduction of approximately 28.57%[199]. - The company reported particulate matter (PM) emissions of 3.64 kg in 2020, a decrease from 4.36 kg in 2019, reflecting a reduction of approximately 16.52%[199]. - The company has implemented measures to reduce industrial production emissions, including the installation of exhaust ventilation systems in production areas[198]. - An independent organization was commissioned to conduct annual checks on industrial waste gas levels, confirming compliance with local air pollution emission standards[198].

Financial Performance - For the six months ended June 30, 2020, Hailiang International Holdings Limited recorded revenue of HKD 220,512,000, a decrease of 23% compared to HKD 284,539,000 for the same period in 2019[7]. - The gross profit for the same period was HKD 3,419,000, down 25% from HKD 4,554,000 in 2019[7]. - The company reported a loss of HKD 5,596,000 for the six months ended June 30, 2020, compared to a loss of HKD 4,464,000 in 2019[7]. - The total comprehensive expenses amounted to HKD 21,833,000, significantly higher than the total comprehensive income of HKD 11,731,000 in the previous year[7]. - The decline in performance was attributed to the COVID-19 pandemic and increased global trade protectionism, which intensified competition in the metal trading sector[8]. - The net loss for the period was HKD 5,596 thousand, compared to a loss of HKD 4,464 thousand in 2019, indicating a worsening financial performance[44]. - Basic and diluted loss per share was HKD 0.30, compared to HKD 0.24 in the previous year[44]. - Total comprehensive loss for the period amounted to HKD 21,833 thousand, compared to a comprehensive income of HKD 11,731 thousand in 2019[47]. - The company experienced a total loss of HKD 5,619,000 before tax for the six months ended June 30, 2020, compared to a loss of HKD 5,067,000 in the same period of 2019[75]. - The company's segment loss for the six months ended June 30, 2020, was HKD 1,724,000, a significant decline from a profit of HKD 31,000 in the same period of 2019[75]. Revenue Breakdown - The metal trading business accounted for over 87% of total revenue, with segment revenue of HKD 191,772,000, down from HKD 264,602,000 in 2019[11]. - The electronic device solutions segment generated revenue of HKD 28,740,000, an increase from HKD 19,937,000 in 2019, but reported a segment loss of HKD 42,000[12]. - Revenue from metal sales for the six months ended June 30, 2020, was HKD 191,772 thousand, a decrease of 27.5% compared to HKD 264,602 thousand in the same period of 2019[69]. - Revenue from electronic device solutions for the same period was HKD 28,740 thousand, an increase of 44.2% from HKD 19,937 thousand in 2019[69]. - The total revenue for the group for the six months ended June 30, 2020, was HKD 220,512 thousand, down 22.5% from HKD 284,539 thousand in the previous year[69]. Assets and Liabilities - The group's current assets as of June 30, 2020, amounted to HKD 362,461,000, a slight decrease from HKD 365,181,000 as of December 31, 2019[22]. - The group's current ratio was maintained at a robust level of 9.14 times as of June 30, 2020, compared to 11.43 times as of December 31, 2019[22]. - The company's total assets as of June 30, 2020, were HKD 375,139,000, slightly up from HKD 374,609,000 as of December 31, 2019[71]. - The company reported a significant other comprehensive loss of HKD 16,237 thousand due to fair value changes in financial assets[47]. - The company’s development properties held for sale decreased to HKD 198,799,000 as of June 30, 2020, from HKD 202,406,000 as of December 31, 2019[83]. - Trade payables as of June 30, 2020, totaled HKD 31,125,000, an increase from HKD 24,825,000 as of December 31, 2019[86]. Investments and Future Prospects - Future business development opportunities are being considered in the property development sector in Australia[6]. - The group anticipates obtaining planning and development consent within 12 to 18 months after submitting the planning proposal[15]. - The group submitted a planning proposal to amend the Canterbury Local Environmental Plan, seeking to increase the height control of the land from 12 meters to 56 meters, which would allow for a larger overall building area[16]. - The group is committed to developing its project in Sydney, Australia, to enhance growth prospects amid challenges posed by the COVID-19 pandemic[21]. - The group will continue to seek opportunities with promising development prospects and ideal investment returns to create greater value for shareholders[21]. Cash Flow and Expenditures - For the six months ended June 30, 2020, the net cash used in operating activities was HKD (3,943) thousand, an improvement from HKD (5,664) thousand in the same period of 2019, representing a reduction of approximately 30.4%[56]. - Total cash and cash equivalents at the end of the period were HKD 120,121 thousand, down from HKD 128,306 thousand at the end of June 2019, reflecting a decrease of about 6.5%[56]. - Cash used in investing activities was HKD (196) thousand, compared to cash generated of HKD 86 thousand in the same period of 2019[56]. - The total employee cost for the review period was HKD 8,579,000, slightly up from HKD 8,567,000 in the previous year[33]. - Capital expenditures for the six months ended June 30, 2020, amounted to HKD 205,000, compared to HKD 107,000 for the same period in 2019[31]. Corporate Governance and Compliance - The company has complied with all applicable code provisions of the Corporate Governance Code, except for the absence of the Chairman at the annual general meeting due to other commitments[105]. - The company has adopted a standard code for securities trading by directors, and all directors confirmed compliance during the six-month period ending June 30, 2020[106]. - There have been no changes to the directors' information that require disclosure under Listing Rule 13.51B(1), except for the resignation of Dr. Jin Xiaozheng as Executive Director and General Manager of the company since April 2020[107]. - The interim financial report for the six months ending June 30, 2020, was unaudited but reviewed by the company's auditor and approved by the board based on the audit committee's recommendations[108]. - The company or its subsidiaries did not purchase, sell, or redeem any of the company's listed securities during the six-month period ending June 30, 2020[109].

海亮國際控股有限公司 Hailiang International Holdings Limited (Incorporated in the Cayman Islands with limited liability) (Stock Code : 2336) 2019 ANNUAL REPORT 2019 Annual Report 年度報告 海亮國際控股有限公司 海亮國際控股有限公司 Hailiang International Holdings Limited （於開曼群島註冊成立之有限公司） （股份代號 : 2336） 2019 年度報告 目 錄 | --- | --- | --- | --- | |-------|-----------------------------|-------|-------| | | | | | | | 2 公司資料 | | | | | 3 主席報告 | | | | | 5 管理層討論及分析 | | | | | 15 董事及高級管理人員履歷 | | | | | 21 董事會報告 | | | | | 32 企業管治報告 | | | | | 46 環境、社會及管治報告 | ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示概不會就本公告全部或任何 部份內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 HAILIANG INTERNATIONAL HOLDINGS LIMITED 海亮國際控股有限公司 （於開曼群島註冊成立之有限公司） （股份代號：2336） 截至二零一八年十二月三十一日止年度之年報及 截至二零一九年六月三十日止六個月之 中期報告之補充公告及 有關公開發售及先舊後新配售事項 所得款項用途之額外資料 謹此提述海亮國際控股有限公司（「本公司」）截至二零一八年十二月三十一日止年 度之年報（「二零一八年年報」）及本公司截至二零一九年六月三十日止六個月之中 期報告。 本公告並無另行界定之詞彙與二零一八年年報所界定者具有相同涵義。 董事會謹此向股東及本公司潛在投資者提供有關公開發售及先舊後新配售事項所 得款項淨額之進一步資料。 公開發售之所得款項淨額 誠如二零一八年年報所披露，於二零一八年十二月三十一日，公開發售之剩餘所 得款項淨額6,407,000港元仍未動用（「所得款項餘額」），並已存放於香港及 ...

Financial Performance - For the six months ended June 30, 2019, the company recorded revenue of HKD 284,539,000, a decrease of 7% compared to HKD 306,536,000 for the same period in 2018[9] - The gross profit for the same period was HKD 4,554,000, down 49% from HKD 8,844,000 in 2018[9] - The company reported a loss of HKD 4,464,000 for the six months ended June 30, 2019, compared to a profit of HKD 5,993,000 in 2018[9] - The overall comprehensive income for the six months was HKD 11,731,000, compared to a total comprehensive expense of HKD 33,950,000 in 2018[9] - Operating loss for the six months ended June 30, 2019, was HKD 5,067,000, compared to an operating profit of HKD 5,611,000 in 2018[56] - The net loss attributable to the company's owners for the period was HKD 4,349,000, compared to a profit of HKD 5,386,000 in the previous year[56] - Other comprehensive income for the period was HKD 16,195,000, a significant improvement from a loss of HKD 39,943,000 in the previous year[59] - Total comprehensive income for the period amounted to HKD 11,731,000, compared to a total comprehensive loss of HKD 33,950,000 in 2018[59] Revenue Breakdown - The metal trading business accounted for over 90% of total revenue, with segment revenue of HKD 264,602,000, down from HKD 280,819,000 in 2018[10] - The electronic device solutions segment generated revenue of HKD 19,937,000, down from HKD 23,903,000 in 2018, resulting in a segment loss of HKD 179,000[16] - Revenue from metal sales decreased to HKD 264,602 thousand in 2019 from HKD 280,819 thousand in 2018, representing a decline of approximately 5.4%[84] - Revenue from the development and provision of electronic device solutions decreased to HKD 19,937 thousand in 2019 from HKD 23,903 thousand in 2018, a decrease of about 16.5%[84] - Total revenue for the group was HKD 284,539 thousand in 2019, down from HKD 306,536 thousand in 2018, indicating a decline of approximately 7.2%[84] - Revenue from the People's Republic of China (excluding Hong Kong) was HKD 19,784 thousand in 2019, down from HKD 22,493 thousand in 2018, a decrease of around 12.0%[84] Assets and Liabilities - As of June 30, 2019, the group's current assets amounted to HKD 369,823,000, a slight decrease from HKD 378,824,000 as of December 31, 2018[30] - The group's current ratio was maintained at a robust level of 12.60 times, compared to 11.66 times as of December 31, 2018[30] - The group's equity attributable to owners was HKD 446,863,000 as of June 30, 2019, an increase from HKD 435,008,000 as of December 31, 2018[31] - The total assets for the group as of June 30, 2019, were HKD 379,102,000, a slight decrease from HKD 387,377,000 as of December 31, 2018[86] - The group had no significant contingent liabilities or asset pledges for bank financing as of June 30, 2019[40][41] - The company had no significant contingent liabilities as of June 30, 2019, remaining unchanged from December 31, 2018[106] Investments and Future Outlook - The group is optimistic about the future of Jin Jiang Holdings, which focuses on waste incineration and power generation in China[28] - The group anticipates obtaining planning and development approvals for its land in Australia within the next 12 to 18 months[22] - The group is actively exploring additional development strategies and proposals within the current planning scope to expedite the approval process[21] - The group reported a net loss from other income of HKD 96,000 for the six months ended June 30, 2019, down from a profit of HKD 6,609,000 in the same period of 2018[88] Employee and Operational Costs - The total employee cost for the group was HKD 8,567,000, a decrease of 15.4% from HKD 10,120,000 in 2018[42] - The group employed approximately 159 staff members as of June 30, 2019, down from about 166 at the end of 2018[42] - The group incurred research and development costs of HKD 1,211,000 for the six months ended June 30, 2019, compared to HKD 1,118,000 for the same period in 2018[89] Compliance and Governance - The company confirmed compliance with all applicable corporate governance codes as per the listing rules during the six months ended June 30, 2019[123] - The interim financial report for the six months ended June 30, 2019, was unaudited but reviewed by the company's auditor and approved by the board of directors[127] Miscellaneous - The board of directors resolved not to declare an interim dividend for the six months ended June 30, 2019, consistent with the previous year[104] - The company did not report any new product launches or significant market expansions during this period[71] - There were no mentions of mergers or acquisitions in the financial report[71] - The company had approved but not contracted capital commitments of HKD 1,592,000 as of June 30, 2019, compared to HKD 1,594,000 at the end of 2018[107] - Related party transactions included total compensation for key management personnel of HKD 1,029,000 for the six months ended June 30, 2019, unchanged from the previous year[108] - No significant events occurred after the reporting period[109]

Financial Performance - The company reported revenue of HKD 976,993,000 for the year ended December 31, 2018, representing a 39% increase compared to HKD 702,432,000 in 2017[9]. - Gross profit decreased to HKD 11,749,000, down 39% from HKD 19,289,000 in the previous year[9]. - The company recorded a loss of HKD 933,000 for the year, compared to a profit of HKD 7,340,000 in 2017[9]. - Loss attributable to owners of the company was HKD 485,000, down from a profit of HKD 5,321,000 in 2017[9]. - Basic loss per share was HKD 0.03, compared to basic earnings per share of HKD 0.33 in 2017[9]. - The total distributable reserves as of December 31, 2018, amounted to HKD 414,386,000, down from HKD 460,983,000 in 2017[114]. - The actual tax rate for the reviewed year was 63.6%, compared to 16.3% in 2017, with deferred tax assets of HKD 1,552,000 expected to be utilized in the foreseeable future[54]. - The group incurred capital expenditures of HKD 2,154,000 for the year ended December 31, 2018, a significant decrease from HKD 30,653,000 in 2017[59]. Business Segments - The metal trading business saw significant sales growth despite a challenging business environment, leveraging market experience since 2015[9]. - The metal trading segment reported a profit of HKD 4,871,000 with a profit margin of 0.5%, down from HKD 8,915,000 and 1.4% in 2017, respectively[17]. - The metal trading business achieved revenue growth to HKD 911,385,000 in 2018, up from HKD 626,771,000 in 2017, accounting for approximately 93% of total revenue[21]. - The electronic device solutions segment recorded a revenue increase of 15% to HKD 62,970,000 in 2018, compared to HKD 54,689,000 in 2017, despite incurring a loss of HKD 1,316,000[22]. - The property development segment in Australia reported revenue of HKD 2,638,000 in 2018, down from HKD 3,585,000 in 2017, with an increased loss of HKD 3,242,000[23]. Foreign Exchange and Economic Environment - The company faced significant foreign exchange losses due to the depreciation of the Australian dollar against the Hong Kong dollar[15]. - The overall economic environment in Australia poses risks, including decreased demand in the real estate market and increased competition[45]. - The semiconductor sales business is being prudently managed due to the slowdown in domestic economic growth impacting the electronics industry[10]. Strategic Initiatives - The company is actively exploring the acceleration of its real estate project development in Sydney, Australia, to enhance growth prospects[10]. - The group aims to enhance growth prospects by developing property projects in Sydney, Australia, and increasing sales and marketing efforts in the metal trading business[39]. - The company anticipates obtaining planning and development approvals for the Australian land within the next 12 to 18 months[28]. - The group is actively seeking opportunities for business diversification and innovation to mitigate risks associated with reliance on major customers and suppliers[48]. Financial Position and Management - As of December 31, 2018, the group's current assets amounted to HKD 378,824,000, a decrease from HKD 429,560,000 in 2017, with cash and bank balances at HKD 134,021,000[49]. - The current ratio as of December 31, 2018, was 11.66 times, significantly higher than 3.51 times in 2017, indicating strong liquidity[49]. - The group's equity attributable to owners was HKD 435,008,000 as of December 31, 2018, compared to HKD 423,388,000 in 2017[50]. - The group maintained a low debt-to-equity ratio of approximately 0.00% as of December 31, 2018, with no bank borrowings or finance lease obligations[50]. - The group raised approximately HKD 65,023,000 through a share placement at a price of HKD 0.321 per share to expand its metal trading business[53]. - The group is committed to prudent financial management and capital expenditure strategies to navigate global economic uncertainties[44]. Corporate Governance - The company has established four board committees: Audit Committee, Nomination Committee, Remuneration Committee, and Credit Committee to enhance governance practices[159]. - The board consists of eight members, including three executive directors and five independent non-executive directors, ensuring compliance with listing rules regarding independent directors[150]. - The independent non-executive directors have extensive backgrounds in various fields, contributing to the company's governance[90]. - The audit committee reviewed the consolidated financial statements before approval by the board[138]. - The company has complied with the requirement of having at least three independent non-executive directors, with one possessing relevant professional qualifications[158]. - The board is responsible for maintaining an effective risk management and internal control system to protect the group's assets and shareholder interests[180]. - The company has established a risk management and internal control system to assist in achieving business objectives and ensuring proper accounting records[182]. Shareholder Relations - The company maintains close communication with stakeholders to balance their opinions and interests for long-term development[199]. - The company has established multiple communication channels with shareholders and stakeholders, including annual meetings and reports[194]. - Shareholders holding at least 10% of the paid-up capital can request a special general meeting within two months of the request[190]. - Shareholders must formally nominate candidates for directorships at least seven days before the general meeting[192]. Sustainability and ESG - The company emphasizes its commitment to sustainable development in economic, social, and environmental aspects[198]. - The company released its Environmental, Social, and Governance (ESG) report detailing key measures and activities from January 1, 2018, to December 31, 2018[198]. - The report highlights performance in three environmental areas and eight social areas during the specified period[199]. - The company’s board is responsible for assessing environmental, social, and governance risks and ensuring effective risk management systems[199]. Management and Leadership - The company appointed Mr. Feng Luming as the CEO on June 17, 2017, who has extensive experience in various roles within the Hai Liang Group and its subsidiaries[75]. - Dr. Jin Xiaozheng has been an executive director since August 22, 2017, and has a strong academic background with a PhD from Cambridge University[76]. - Mr. Zheng Dazhu, an independent non-executive director since May 12, 2014, has rich experience in strategy, finance, and consulting, and serves on multiple boards of listed companies[80]. - The company provides employee benefits including a provident fund plan, medical insurance, and stock option plans[135].