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10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: 昇能集團有限公司 呈交日期: 2025年11月5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) | 02459 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 5,000,000,000 | USD | | 0.01 | USD | | 50,000,000 | | 增加 / 減少 (-) | | | | | | | USD | | | | 本月底結存 | | | 5,000,000,000 | USD | | 0.01 | USD | | ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負 責，對 其 準 確 性 或 完 整 性 亦 不 發 表 任 何 聲 明，並 明 確 表 示 概 不 會 就 因 本 公 告 全 部或任何部分內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 茲 提 述 本 公 司 截 至 二 零 二 四 年 十 二 月 三 十 一 日 止 年 度 的 年 報（「年 報」）。除 另 有 界定外，本公告所用詞彙與年報所界定者具有相同涵義。 董事會謹此就年報所述的本公司購股權計劃提供更多資料。 行使期 購 股 權 可 於 董 事 會 全 權 酌 情 釐 定 的 期 限 內 隨 時 行 使，惟 有 關 期 限 不 得 超 過 自 購 股權授出日期起計十年。 本 公 告 所 載 的 補 充 資 料 對 年 報 所 載 其 他 資 料 並 無 影 響，而 除 上 文 所 披 露 者 外， 年報所載的所有其他資料維持不變。 SANERGY GROUP LIMITED 昇能集團有限公司 （於開曼群島註冊成立的有限公司） （股份代號：2459） 有關本公司 截至二零二四年十二月三十一日止年度年報的 補充公告 Pete ...

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 | | | 狀態: 新提交 | | --- | --- | --- | | 截至月份: | 2025年9月30日 | | 致：香港交易及結算所有限公司 公司名稱: 昇能集團有限公司 呈交日期: 2025年10月8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) | 02459 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 5,000,000,000 | USD | | 0.01 | USD | | 50,000,000 | | 增加 / 減少 (-) | | | | | | | USD | | | | 本月底結存 | | | 5,000,000,000 | USD | | 0.0 ...

[Company Information](index=3&type=section&id=Company%20Information) This section provides an overview of the company's governance structure, including its Board of Directors and various committees, along with essential registration and contact details [Board of Directors and Committees](index=3&type=section&id=Board%20of%20Directors%20and%20Committees) The company's Board of Directors comprises executive, non-executive, and independent non-executive directors, supported by audit, nomination, remuneration, and ESG committees to ensure robust corporate governance - Board members include Chairman Mr. Peter Brendon Wyllie, Mr. Hou Haolong, Mr. Adriaan Johannes Basson as executive directors, Mr. Wang Ping as a non-executive director, and Ms. Chan Chu Man, Mr. Cheng Tai Kwan, Mr. Wei Mingde as independent non-executive directors[5](index=5&type=chunk) - The company has established Audit, Nomination, Remuneration, and Environmental, Social and Governance Committees, with independent non-executive directors serving as chairpersons or key members to strengthen corporate governance[5](index=5&type=chunk) [Registration and Contact Information](index=3&type=section&id=Registration%20and%20Contact%20Information) The company is registered in the Cayman Islands, with its headquarters and main operating location in Xinxiang City, Henan Province, China, and its principal place of business in Hong Kong at China Resources Building, Wan Chai, with stock code 2459 - The company's registered office is in the Cayman Islands, with its headquarters and principal place of business in China located in the Industrial Concentration Zone, Huixian City, Xinxiang City, Henan Province[5](index=5&type=chunk) - The principal place of business in Hong Kong is at China Resources Building, 26 Harbour Road, Wan Chai, and the Hong Kong share registrar and transfer office is Hong Kong Central Share Registrar Services Limited[6](index=6&type=chunk) - The company's stock code is **2459**, and its official website is www.sanergygroup.com[7](index=7&type=chunk) [Company Profile](index=4&type=section&id=Company%20Profile) This section outlines the company's core business, market positioning, strategic focus on sustainable development, and its global production and sales network [Principal Business and Market Positioning](index=4&type=section&id=Principal%20Business%20and%20Market%20Positioning) Sanergy Group is a global manufacturer of ultra-high power graphite electrodes, serving electric arc furnace steel manufacturers in over 25 countries worldwide, with products used across automotive, infrastructure, and other industries - The Group is a global manufacturer of ultra-high power graphite electrodes, with a customer base spanning over **25 countries** worldwide, including major electric arc furnace steel manufacturers in the Americas, EMEA, Asia Pacific, and China[8](index=8&type=chunk) - Products are primarily sold to the automotive, infrastructure, construction, electrical appliance, machinery, equipment, and transportation industries[8](index=8&type=chunk) [Strategy and Sustainable Development](index=4&type=section&id=Strategy%20and%20Sustainable%20Development) The company benefits from global 'dual carbon goals' driving the steel industry's transition to electric arc furnace steelmaking, committed to providing high-quality products and pursuing cleaner production processes for a green and sustainable economy - The 'dual carbon goals' are driving the downstream steel manufacturing industry from blast furnace steelmaking to more environmentally friendly electric arc furnace steelmaking, with EAFs considered a core pillar for decarbonizing the steel industry[9](index=9&type=chunk) - The company is committed to providing high-quality ultra-high power graphite electrodes and striving for cleaner production processes to reduce emissions, waste, and energy consumption, contributing to a green and sustainable economy[9](index=9&type=chunk) [Production and Sales Network](index=4&type=section&id=Production%20and%20Sales%20Network) The company operates production facilities in Italy and China with a combined annual capacity of 46,000 metric tons, supported by a global sales and distribution network to flexibly meet customer demands - The company has production facilities in Italy and China, with a combined actual annual production capacity of **46,000 metric tons**, allowing for flexible fulfillment of global customer demands[9](index=9&type=chunk) - Regional sales teams are dedicated to the Americas, EMEA, Asia Pacific, and China markets, ensuring product availability through a strong sales and distribution network[10](index=10&type=chunk) [Definitions](index=5&type=section&id=Definitions) This section provides a comprehensive glossary of key terms and abbreviations used throughout the interim report to ensure clarity and consistent understanding [Definitions of Key Terms](index=5&type=section&id=Definitions%20of%20Key%20Terms) This section provides standard definitions for key terms used in the interim report, including reporting periods, geographical regions, company entities, product types, and financial terminology - The report defines 'first half of 2024' as the six months ended June 30, 2024, while 'reporting period' or 'first half of 2025' refers to the six months ended June 30, 2025[11](index=11&type=chunk)[12](index=12&type=chunk) - Geographical regions include 'Asia Pacific', 'China', 'EMEA' (Europe, Middle East, and Africa), and 'United States'[11](index=11&type=chunk)[13](index=13&type=chunk) - Key product terms such as 'graphite anode materials' and 'ultra-high power graphite electrodes' are also clearly defined, with the latter referring to electrodes capable of withstanding current intensities exceeding **25 amperes per square centimeter**[12](index=12&type=chunk)[13](index=13&type=chunk) [Management Discussion and Analysis](index=8&type=section&id=Management%20Discussion%20and%20Analysis) This section provides an in-depth review of the Group's business performance, future outlook, financial results, liquidity, capital structure, and other significant operational and financial matters [Business Review](index=8&type=section&id=Business%20Review) The Group successfully reversed the gross loss trend from 2024 to record a gross profit in the first half of 2025, driven by prudent financial policies, cost reduction measures, and inventory provision reversals, significantly narrowing losses and achieving a turnaround to adjusted EBITDA profit - The Group successfully reversed the gross loss trend from 2024 to record a gross profit in the first half of 2025, primarily due to senior management's continuous strengthening of prudent financial policies and cost reduction measures[14](index=14&type=chunk) Comparison of Key Financial Performance: H1 2025 vs. H1 2024 | Metric | H1 2025 (million USD) | H1 2024 (million USD) | Change | | :--- | :--- | :--- | :--- | | Average cost of sales per metric ton | Significantly reduced | -36.4% | Reduced by 36.4% | | Gross Profit/(Loss) | 2.5 (Gross Profit) | (8.1) (Gross Loss) | Turned to profit | | Loss attributable to owners of the company | (9.7) | (14.4) | Narrowed by 4.7 | | Adjusted Net Loss | (4.9) | (15.0) | Narrowed by 10.1 | | Adjusted EBITDA | 0.092 (Profit) | (13.0) (Loss) | Turned to profit | - The Group continued to destock, maintaining inventory levels similar to December 31, 2024, aiming to reduce inventory risk, improve cash flow, and enhance operational flexibility and efficiency[14](index=14&type=chunk)[15](index=15&type=chunk) [Future Outlook](index=9&type=section&id=Future%20Outlook) Management anticipates continued market challenges in the second half of 2025 but remains optimistic about future business, continuing to implement geographical optimization strategies and strict cost controls, while benefiting from medium-to-long-term growth opportunities driven by global carbon neutrality developments - Downstream steel manufacturing demand, global geopolitical tensions, and trade-related uncertainties (especially the impact of US tariffs) are expected to persist in the second half of 2025[19](index=19&type=chunk)[20](index=20&type=chunk) - Leveraging the advantage of dual production facilities in Italy and China, the Group will strategically optimize sales to selected regions to mitigate tariff impacts and will continue to implement this strategy[20](index=20&type=chunk) - Initial signs of market adjustment are emerging, with many production facilities closing or divesting, and improved competition is expected to stabilize consumer sentiment and profits in the medium to long term[20](index=20&type=chunk) - The Group remains optimistic about future business, continuing to pursue geographical optimization strategies, focusing on higher-priced markets, while maintaining strict cost control measures to seize medium-to-long-term growth opportunities driven by global carbon neutrality developments[21](index=21&type=chunk) [Financial Review](index=11&type=section&id=Financial%20Review) The Group's financial performance significantly improved in the first half of 2025, with a turnaround to gross profit, substantial reductions in administrative expenses and finance costs, and narrowed loss attributable to owners of the company, with adjusted EBITDA turning to profit, reflecting the effectiveness of strategic adjustments and cost controls - The Group proactively implemented a geographical optimization strategy, shifting its sales focus to higher-priced markets such as North America and markets with stronger pricing potential, while avoiding loss-making orders[22](index=22&type=chunk) Comparison of Financial Data: H1 2025 vs. H1 2024 | Metric | H1 2025 (million USD) | H1 2024 (million USD) | Change | | :--- | :--- | :--- | :--- | | Revenue | 23.8 | 32.1 | Reduced by 8.3 | | Cost of Sales | 21.3 | 40.2 | Reduced by 18.9 | | Gross Profit/(Loss) | 2.5 (Gross Profit) | (8.1) (Gross Loss) | Turned to profit | | Gross Profit Margin | 10.4% | (25.3%) | Improved by 35.7 percentage points | | Administrative Expenses | 3.6 | 5.8 | Reduced by 2.2 (37.4%) | | Finance Costs | 1.3 | 1.7 | Reduced by 0.4 | | Loss attributable to owners of the company | 9.7 | 14.4 | Reduced by 4.7 | - The significant reduction in cost of sales was primarily due to a strategic shift towards selling more cost-competitive graphite electrodes procured in China, as well as an optimized cost structure and reversal of inventory provisions[24](index=24&type=chunk) [Revenue](index=11&type=section&id=Revenue) Through geographical optimization, the Group shifted its sales focus to higher-priced markets, leading to a decrease in overall revenue but optimized profitability, despite a decline in total sales volume, with a significant increase in sales proportion in the Americas and China - The Group proactively implemented a geographical optimization strategy, shifting its sales focus to higher-priced regions such as North America and markets with stronger pricing potential, while avoiding loss-making orders[22](index=22&type=chunk) Comparison of Revenue and Sales Volume: H1 2025 vs. H1 2024 | Metric | H1 2025 | H1 2024 | Change | | :--- | :--- | :--- | :--- | | Total Sales Volume | 8,062 metric tons | 9,682 metric tons | Decreased by 16.8% | | Sales Proportion in Americas | Approx. 26.7% | Approx. 19.7% | Increased by 7 percentage points | | Sales Proportion in China | Approx. 43.5% | Approx. 29.3% | Increased by 14.2 percentage points | | Overall Revenue | Approx. 23.8 million USD | Approx. 32.1 million USD | Decreased by 25.8% | | Average Selling Price | Approx. 2,949 USD/metric ton | Approx. 3,316 USD/metric ton | Decreased by 11.1% | - Sales in China and the Americas increased by approximately **28.5%** and **4.0%** respectively, primarily due to a strategic redistribution of products from the EMEA market[23](index=23&type=chunk) [Cost of Sales](index=11&type=section&id=Cost%20of%20Sales) Cost of sales significantly decreased, primarily due to a strategic shift towards procuring more cost-competitive graphite electrodes from China, as well as an optimized cost structure and reversal of inventory provisions Comparison of Cost of Sales: H1 2025 vs. H1 2024 | Metric | H1 2025 (million USD) | H1 2024 (million USD) | Change | | :--- | :--- | :--- | :--- | | Cost of Sales | Approx. 21.3 | Approx. 40.2 | Reduced by approx. 18.9 | | Average Cost of Sales/metric ton | Approx. 2,641 USD | Approx. 4,154 USD | Reduced by approx. 1,513 USD | | Inventory Provision | Approx. 0.2 | Approx. 4.6 | Reduced by approx. 4.4 | - The reduction in cost of sales was primarily due to a strategic shift from selling less cost-competitive graphite electrodes produced in the Italian plant to selling more cost-competitive graphite electrodes procured in China[24](index=24&type=chunk) - An optimized cost structure and the recognition of an inventory provision of approximately **0.2 million USD** (compared to **4.6 million USD** in H1 2024) were also significant factors in the decrease in cost of sales[24](index=24&type=chunk) [Gross Profit/(Loss) and Gross Profit/(Loss) Margin](index=12&type=section&id=Gross%20Profit%E2%88%95%28Loss%29%20and%20Gross%20Profit%E2%88%95%28Loss%29%20Margin) The Group successfully turned a gross loss into a gross profit, with a significant improvement in gross profit margin, reflecting the effectiveness of its sales activities and cost optimization strategies Comparison of Gross Profit and Gross Profit Margin: H1 2025 vs. H1 2024 | Metric | H1 2025 | H1 2024 | Change | | :--- | :--- | :--- | :--- | | Gross Profit/(Loss) | Approx. 2.5 million USD (Gross Profit) | Approx. 8.1 million USD (Gross Loss) | Turned to profit | | Gross Profit Margin | 10.4% | (25.3%) | Improved by 35.7 percentage points | - The significant improvement in gross profit and gross profit margin reflects the effectiveness of the Group's strategic measures in sales activities and cost optimization[25](index=25&type=chunk) [Administrative Expenses](index=12&type=section&id=Administrative%20Expenses) Administrative expenses significantly decreased, primarily due to the implementation of cost optimization measures, leading to reductions in staff costs and legal and professional fees Comparison of Administrative Expenses: H1 2025 vs. H1 2024 | Metric | H1 2025 (million USD) | H1 2024 (million USD) | Change | | :--- | :--- | :--- | :--- | | Total Administrative Expenses | Approx. 3.6 | Approx. 5.8 | Reduced by approx. 2.2 (37.4%) | - The significant reduction in administrative expenses was primarily due to the Group's implementation of cost optimization measures, resulting in lower staff costs and legal and professional fees[26](index=26&type=chunk) [Finance Costs](index=12&type=section&id=Finance%20Costs) Finance costs decreased, mainly due to the repayment of certain bank and other borrowings Comparison of Finance Costs: H1 2025 vs. H1 2024 | Metric | H1 2025 (million USD) | H1 2024 (million USD) | Change | | :--- | :--- | :--- | :--- | | Total Finance Costs | Approx. 1.3 | Approx. 1.7 | Reduced by approx. 0.4 | - The decrease in finance costs was primarily due to the repayment of certain bank and other borrowings[27](index=27&type=chunk) [Loss for the Reporting Period](index=12&type=section&id=Loss%20for%20the%20Reporting%20Period) The loss attributable to owners of the company significantly narrowed, primarily benefiting from the turnaround to gross profit and effective control over administrative expenses Comparison of Loss Attributable to Owners of the Company: H1 2025 vs. H1 2024 | Metric | H1 2025 (million USD) | H1 2024 (million USD) | Change | | :--- | :--- | :--- | :--- | | Loss attributable to owners of the company | Approx. 9.7 | Approx. 14.4 | Reduced by approx. 4.7 | - The reduction in loss was primarily due to generating gross profit and the Group's implementation of cost optimization measures, leading to a significant decrease in administrative expenses from reduced staff costs, legal, and professional fees[28](index=28&type=chunk) [Non-HKFRS Financial Measures](index=13&type=section&id=Non-HKFRS%20Financial%20Measures) The Group provided non-HKFRS measures such as adjusted EBITDA and adjusted net loss to more clearly reflect operating performance, showing adjusted EBITDA turned to profit and adjusted net loss significantly narrowed - Adjusted EBITDA refers to earnings before interest, taxes, depreciation, and amortization, excluding non-cash unrealized exchange differences; adjusted net loss refers to the loss for the period attributable to owners of the company, also excluding non-cash unrealized exchange differences[29](index=29&type=chunk) Comparison of Non-HKFRS Financial Measures: H1 2025 vs. H1 2024 | Metric | H1 2025 (thousand USD) | H1 2024 (thousand USD) | Change | | :--- | :--- | :--- | :--- | | Loss before tax | (8,399) | (16,639) | Reduced by 8,240 | | EBITDA | (4,634) | (12,454) | Reduced by 7,820 | | Adjusted EBITDA | 92 (Profit) | (13,042) (Loss) | Turned to profit | | Loss for the period attributable to owners of the company | (9,664) | (14,368) | Reduced by 4,704 | | Adjusted Net Loss | (4,938) | (14,956) | Reduced by 10,018 | - The Board believes these non-HKFRS measures provide useful information to shareholders and potential investors to illustrate the Group's operating performance comparison across periods[29](index=29&type=chunk) [Cash Flow, Liquidity, Capital Resources and Capital Structure](index=15&type=section&id=Cash%20Flow%2C%20Liquidity%2C%20Capital%20Resources%20and%20Capital%20Structure) In the first half of 2025, the Group primarily met its capital requirements through operating activities, bank borrowings, and proceeds from listing, adopting a prudent financial management approach to ensure sufficient liquidity and maintain a healthy capital structure - In the first half of 2025, the Group primarily met its capital requirements through cash generated from operations, proceeds from bank and other borrowings, and proceeds from the listing of the company's shares[31](index=31&type=chunk) Comparison of Cash Flow: H1 2025 vs. H1 2024 | Metric | H1 2025 (million USD) | H1 2024 (million USD) | Change | | :--- | :--- | :--- | :--- | | Net cash generated from operating activities | Approx. 4.5 | Approx. 5.4 | Reduced by 0.9 | | Net cash used in investing activities | Approx. 1.3 | Approx. 1.8 | Reduced by 0.5 | | Net cash used in financing activities | Approx. 4.9 | Approx. 10.9 | Reduced by 6.0 | Comparison of Liquidity and Capital Structure: June 30, 2025 vs. December 31, 2024 | Metric | June 30, 2025 (million USD) | December 31, 2024 (million USD) | Change | | :--- | :--- | :--- | :--- | | Cash and cash equivalents | Approx. 8.5 | Approx. 9.9 | Reduced by 1.4 | | Total interest-bearing bank and other borrowings | Approx. 27.7 | Approx. 29.7 | Reduced by 2.0 | | Total equity | Approx. 104.4 | Approx. 105.8 | Reduced by 1.4 | | Total liabilities | Approx. 72.5 | Approx. 68.2 | Increased by 4.3 | [Gearing Ratio](index=16&type=section&id=Gearing%20Ratio) The Group's gearing ratio decreased, primarily due to the repayment of certain bank and other borrowings Change in Gearing Ratio | Metric | June 30, 2025 | December 31, 2024 | Change | | :--- | :--- | :--- | :--- | | Gearing Ratio | Approx. 26.5% | 28.1% | Reduced by 1.6 percentage points | - The decrease in the gearing ratio was due to the repayment of certain bank and other borrowings[33](index=33&type=chunk) [Foreign Exchange Risk](index=16&type=section&id=Foreign%20Exchange%20Risk) The Group faces transactional currency risk but did not enter into any forward foreign exchange contracts in the first half of 2025, with management continuously monitoring and considering appropriate hedging measures - The Group is exposed to transactional currency risk, primarily arising from operating units conducting sales or purchases in currencies other than their functional currency[34](index=34&type=chunk) - In the first half of 2025, the Group did not enter into any forward foreign exchange contracts and does not intend to seek to hedge against foreign exchange fluctuation risks[34](index=34&type=chunk) - Management continuously monitors economic conditions and foreign exchange risk exposure and will consider appropriate hedging measures when deemed suitable in the future[34](index=34&type=chunk) [Capital Expenditure](index=16&type=section&id=Capital%20Expenditure) The Group's capital expenditure in the first half of 2025 was approximately 2.3 million USD, primarily for the acquisition of property, plant, and equipment to expand operations Capital Expenditure in H1 2025 | Metric | Amount (million USD) | | :--- | :--- | | Capital Expenditure | Approx. 2.3 | - Capital expenditure primarily included expenses for the acquisition of property, plant, and equipment for operational expansion[35](index=35&type=chunk) [Contingent Liabilities](index=16&type=section&id=Contingent%20Liabilities) As of June 30, 2025, the Group had no significant contingent liabilities - As of June 30, 2025, the Group had no significant contingent liabilities[36](index=36&type=chunk) [Pledge of Assets](index=16&type=section&id=Pledge%20of%20Assets) Certain of the Group's property, plant, and equipment, trade receivables, industrial leasehold land, and pledged bank deposits have been pledged to independent third parties Carrying Value of Pledged Assets: June 30, 2025 | Asset Category | June 30, 2025 (million USD) | December 31, 2024 (million USD) | | :--- | :--- | :--- | | Property, plant and equipment | Approx. 20.7 | Approx. 21.0 | | Trade receivables | Approx. 0.7 | Approx. 3.7 | | Industrial leasehold land | Approx. 3.6 | Approx. 3.6 | | Pledged bank deposits | Approx. 5.3 | Approx. 6.4 | - The aforementioned assets have been pledged to independent third parties as security for borrowings[37](index=37&type=chunk) [Significant Acquisitions or Disposals of Subsidiaries, Associates and Joint Ventures](index=17&type=section&id=Significant%20Acquisitions%20or%20Disposals%20of%20Subsidiaries%2C%20Associates%20and%20Joint%20Ventures) The Group acquired Taigu assets in 2023, but the seller illegally occupied the assets in 2024 and demanded rescission of the agreement, prompting the company to initiate arbitration proceedings to recover the assets and claim damages - On July 6, 2023, the company entered into an asset purchase agreement to acquire Taigu assets (including buildings, production facilities, and intangible assets) for approximately **RMB 80.5 million**, with the acquisition completed in August 2023[38](index=38&type=chunk) - Around March 2024, the seller illegally occupied the Taigu assets citing force majeure and demanded rescission of the agreement, which the company's Chinese legal counsel deemed groundless[38](index=38&type=chunk) - The company filed an arbitration application with the Shanghai International Arbitration Center in December 2024, seeking the return of assets and compensation for losses from the seller, with the arbitration hearing held in September 2025[38](index=38&type=chunk) [Significant Investments](index=17&type=section&id=Significant%20Investments) As of June 30, 2025, the Group had no significant investments exceeding 5% of its total assets - As of June 30, 2025, the Group had no significant investments exceeding **5%** of its total assets[40](index=40&type=chunk) [Other Information](index=18&type=section&id=Other%20Information) This section covers various non-financial disclosures, including directors' and substantial shareholders' interests, share option schemes, corporate governance, post-reporting period events, and human resources [Directors' and Chief Executive's Interests in Shares, Underlying Shares and Debentures](index=18&type=section&id=Directors'%20and%20Chief%20Executive's%20Interests%20in%20Shares%2C%20Underlying%20Shares%20and%20Debentures) As of June 30, 2025, Mr. Hou Haolong and Mr. Peter Brendon Wyllie held interests in the company's shares, while other directors and the chief executive had no disclosable interests Directors' and Chief Executive's Share Interests: June 30, 2025 | Director's Name | Capacity and Nature of Interest | Number of Shares | Percentage | | :--- | :--- | :--- | :--- | | Mr. Hou Haolong | Founder of discretionary trust | 109,212,000 | 9.58% | | Mr. Peter Brendon Wyllie | Beneficial owner | 112,000 | 0.01% | - Mr. Hou Haolong is deemed to have an interest in the shares held by Otautahi Capital Inc., which is controlled by a discretionary trust of which he is one of the beneficiaries[42](index=42&type=chunk) [Substantial Shareholders' Interests and Short Positions in Shares and Underlying Shares](index=19&type=section&id=Substantial%20Shareholders'%20Interests%20and%20Short%20Positions%20in%20Shares%20and%20Underlying%20Shares) As of June 30, 2025, Otautahi Capital Inc. and its associated entities were substantial shareholders of the company, holding a **9.58%** interest in the shares Substantial Shareholders' Share Interests: June 30, 2025 | Shareholder's Name | Capacity and Nature of Interest | Number of Shares | Percentage of Interest | | :--- | :--- | :--- | :--- | | Otautahi Capital Inc. | Beneficial owner | 109,212,000 | 9.58% | | Otautahi Holdings Limited | Interest in controlled corporation | 109,212,000 | 9.58% | | Otautahi Enterprises Trust Company Limited | Trustee | 109,212,000 | 9.58% | - Otautahi Capital Inc., Otautahi Holdings Limited, and Otautahi Enterprises Trust Company Limited are deemed to have interests in the same shares due to their associated relationships[43](index=43&type=chunk) [Share Option Scheme](index=20&type=section&id=Share%20Option%20Scheme) The company adopted a share option scheme in 2022 with a ten-year validity, but no share options have been granted as of the end of the reporting period, with a scheme mandate limit of **100,000,000 shares** - The company adopted a share option scheme on December 19, 2022, valid until December 18, 2032[44](index=44&type=chunk) - No share options have been granted under the share option scheme since its adoption[44](index=44&type=chunk) - At the beginning and end of the reporting period, the number of share options that could be granted under the scheme mandate limit was **100,000,000 shares**[44](index=44&type=chunk) [Directors' Interests in Competing Businesses](index=20&type=section&id=Directors'%20Interests%20in%20Competing%20Businesses) In the first half of 2025, no directors or directors of the company's subsidiaries or their respective associates had any interests in any business that competes with the Group's business - In the first half of 2025, no directors or directors of the company's subsidiaries or their respective associates had any interests in any business that directly or indirectly competes or may compete with the business of the company and its subsidiaries[45](index=45&type=chunk) [Events After the Reporting Period](index=20&type=section&id=Events%20After%20the%20Reporting%20Period) After the reporting period, the company successfully completed a rights issue, raising net proceeds of approximately **HKD 43.9 million**, and changed the board lot size for trading on the Stock Exchange - On July 7, 2025, the company announced a proposed rights issue to allot a maximum of **570,000,000 rights shares** at a subscription price of **HKD 0.08 per share** on the basis of one rights share for every two existing shares held, raising gross proceeds of up to approximately **5.809 million USD** (equivalent to **HKD 45.6 million**)[46](index=46&type=chunk) - The rights issue was fully subscribed, with **570,000,000 rights shares** to be allotted and issued, and net proceeds (after deducting expenses) of approximately **HKD 43.9 million**[46](index=46&type=chunk) - The board lot size for trading on the Stock Exchange was changed from **2,000 shares** to **20,000 shares**, effective from July 29, 2025[47](index=47&type=chunk) [Use of Proceeds from Listing](index=21&type=section&id=Use%20of%20Proceeds%20from%20Listing) The company's net proceeds from listing were approximately **HKD 186.7 million**, and as of June 30, 2025, most funds have been utilized according to the prospectus and subsequent changes, with remaining funds planned for plant upgrades and graphite anode material business development - The net proceeds from the global offering were approximately **HKD 186.7 million**, which have been utilized according to the prospectus and subsequent changes[48](index=48&type=chunk) Use and Application of Listing Proceeds: June 30, 2025 | Purpose | Disclosed in Prospectus (million HKD) | Revised Net Proceeds (million HKD) | Utilized as of Jan 1, 2025 (million HKD) | Utilized in H1 2025 (million HKD) | Unutilized as of June 30, 2025 (million HKD) | Expected Full Utilization Timeline | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Payment for Taigu assets acquisition | 65.0 | 44.2 | (44.2) | – | – | – | | Upgrade of plant production system | 103.0 | 83.0 | (38.3) | (2.5) | 42.2 | H2 2026 | | Development and expansion of graphite anode material business | – | 15.0 | (4.5) | (7.2) | 3.3 | H1 2026 | | Working capital and general corporate purposes | 18.7 | 18.7 | (18.7) | – | – | – | | Payment for graphite electrode business operating costs | – | 25.8 | (25.8) | – | – | – | | **Total** | **186.7** | **186.7** | **(131.5)** | **(9.7)** | **45.5** | – | - As of June 30, 2025, **HKD 45.5 million** of net proceeds remained unutilized, primarily allocated for plant upgrades and the development of the graphite anode material business[49](index=49&type=chunk) [Human Resources and Remuneration Policy](index=22&type=section&id=Human%20Resources%20and%20Remuneration%20Policy) The Group's employee count and staff costs decreased, with remuneration policy determined by market trends, future plans, and individual performance, offering various employee benefits Comparison of Human Resources Data: H1 2025 vs. H1 2024 | Metric | June 30, 2025 | June 30, 2024 | Change | | :--- | :--- | :--- | :--- | | Number of Employees | 154 employees | 207 employees | Reduced by 53 employees | | Staff Costs (million USD) | Approx. 3.3 | Approx. 5.1 | Reduced by 1.8 | - The Group's remuneration policy is determined based on market trends, future plans, and individual performance[50](index=50&type=chunk) - The Group also provides other employee benefits such as mandatory provident funds, national social welfare schemes, and a share option scheme[50](index=50&type=chunk) [Interim Dividend](index=23&type=section&id=Interim%20Dividend) The Board did not declare any interim dividends for the first half of 2025 or 2024 - The Board did not declare any interim dividends for the first half of 2025 and 2024[51](index=51&type=chunk) [Corporate Governance Code](index=23&type=section&id=Corporate%20Governance%20Code) The company complied with the Corporate Governance Code set out in Appendix C1 of the Listing Rules throughout the reporting period - The company's corporate governance practices are based on the principles and code provisions set out in the Corporate Governance Code, and it complied with the relevant code provisions throughout the reporting period[52](index=52&type=chunk) [Standard Securities Dealing Code for Directors of Listed Issuers](index=23&type=section&id=Standard%20Securities%20Dealing%20Code%20for%20Directors%20of%20Listed%20Issuers) The company adopted the Standard Code as the code of conduct for directors' securities transactions, and all directors confirmed compliance with it during the reporting period - The company has adopted the Standard Code as the code of conduct for directors' securities transactions[53](index=53&type=chunk) - Following specific inquiries to all directors, each director confirmed compliance with the Standard Code throughout the reporting period[53](index=53&type=chunk) [Changes in Directors' Biographical Details](index=23&type=section&id=Changes%20in%20Directors'%20Biographical%20Details) After the reporting period, there were changes in the positions of independent non-executive directors Mr. Wei Mingde and Mr. Cheng Tai Kwan - Independent non-executive director Mr. Wei Mingde was appointed as an external director of China Merchants Group Limited in June 2025 and resigned as an external director of China COSCO Shipping Corporation Limited[55](index=55&type=chunk) - Independent non-executive director Mr. Cheng Tai Kwan resigned as an independent non-executive director of Hualian International (Holdings) Company Limited in September 2024[55](index=55&type=chunk) [Audit Committee](index=24&type=section&id=Audit%20Committee) The Audit Committee, composed of three independent non-executive directors, reviewed this interim report and the unaudited condensed consolidated interim financial statements, confirming their completeness, accuracy, and compliance with Listing Rules - The Audit Committee comprises three independent non-executive directors: Mr. Cheng Tai Kwan (Chairman), Ms. Chan Chu Man, and Mr. Wei Mingde[56](index=56&type=chunk) - The Audit Committee discussed with management and external auditors and reviewed this interim report and the Group's unaudited condensed consolidated interim financial statements for the first half of 2025[56](index=56&type=chunk) - The Audit Committee confirmed that this interim report is complete, accurate, and complies with the Listing Rules[56](index=56&type=chunk) [Review of Unaudited Condensed Consolidated Interim Financial Information](index=24&type=section&id=Review%20of%20Unaudited%20Condensed%20Consolidated%20Interim%20Financial%20Information) The company's auditor, Deloitte Touche Tohmatsu, reviewed and agreed to the unaudited condensed consolidated interim financial information for the first half of 2025 in accordance with Hong Kong Standard on Review Engagements 2410 - The company's auditor, Deloitte Touche Tohmatsu, reviewed and agreed to the unaudited condensed consolidated interim financial information for the first half of 2025 in accordance with Hong Kong Standard on Review Engagements 2410 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity'[57](index=57&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=24&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20the%20Company's%20Listed%20Securities) During the reporting period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities - During the reporting period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities[58](index=58&type=chunk) [Review Report on Condensed Consolidated Financial Statements](index=25&type=section&id=Review%20Report%20on%20Condensed%20Consolidated%20Financial%20Statements) This section presents the independent auditor's review report on the condensed consolidated financial statements, outlining the scope of their review and their conclusion regarding the financial statements' preparation [Review Conclusion](index=25&type=section&id=Review%20Conclusion) Deloitte Touche Tohmatsu reviewed Sanergy Group Limited's condensed consolidated financial statements and found no matters leading them to believe that the statements were not prepared in all material respects in accordance with Hong Kong Accounting Standard 34 - Deloitte Touche Tohmatsu reviewed the Group's condensed consolidated financial statements in accordance with Hong Kong Standard on Review Engagements 2410[59](index=59&type=chunk)[60](index=60&type=chunk) - The scope of a review is substantially less than that of an audit, thus no audit opinion is expressed, but no matters were identified that lead them to believe the condensed consolidated financial statements were not prepared in all material respects in accordance with Hong Kong Accounting Standard 34[60](index=60&type=chunk)[61](index=61&type=chunk) [Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=27&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) This section presents the Group's financial performance for the reporting period, detailing revenue, costs, gross profit, other income and expenses, and the resulting profit or loss and comprehensive income [Profit or Loss Performance](index=27&type=section&id=Profit%20or%20Loss%20Performance) The Group achieved a gross profit of **2.5 million USD** in the first half of 2025, reversing the gross loss of the prior year, but recorded a loss for the period of **9.7 million USD**, narrowed from the prior year, primarily due to other gains and losses (mainly foreign exchange differences) Summary of Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income: H1 2025 vs. H1 2024 | Metric | H1 2025 (thousand USD) | H1 2024 (thousand USD) | Change | | :--- | :--- | :--- | :--- | | Revenue | 23,776 | 32,101 | Reduced by 8,325 | | Cost of sales | (21,293) | (40,215) | Reduced by 18,922 | | Gross profit (loss) | 2,483 | (8,114) | Turned to profit | | Other gains and losses | (4,979) | 721 | Reduced by 5,700 | | Loss before tax | (8,399) | (16,639) | Reduced by 8,240 | | Loss for the period attributable to owners of the company | (9,664) | (14,368) | Reduced by 4,704 | | Exchange differences on translation of overseas operations | 8,322 | (2,595) | Increased by 10,917 | | Total comprehensive expense for the period attributable to owners of the company | (1,342) | (16,963) | Reduced by 15,621 | | Basic loss per share | (0.7) US cents | (1.3) US cents | Reduced by 0.6 US cents | - Other gains and losses included a net foreign exchange difference loss of approximately **4.8 million USD**, negatively impacting the loss for the current period[63](index=63&type=chunk) - Other comprehensive income for the period primarily stemmed from exchange differences on the translation of overseas operations, turning from an expense in the prior year to income, significantly improving the total comprehensive expense[64](index=64&type=chunk) [Condensed Consolidated Statement of Financial Position](index=29&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) This section presents a snapshot of the Group's financial health at the end of the reporting period, detailing its assets, liabilities, and equity [Asset and Liability Structure](index=29&type=section&id=Asset%20and%20Liability%20Structure) As of June 30, 2025, the Group's non-current assets slightly increased, net current assets decreased, and total equity slightly reduced, but the capital structure remained stable Summary of Condensed Consolidated Statement of Financial Position: June 30, 2025 vs. December 31, 2024 | Metric | June 30, 2025 (thousand USD) | December 31, 2024 (thousand USD) | Change | | :--- | :--- | :--- | :--- | | Non-current assets | 111,609 | 107,466 | Increased by 4,143 | | Current assets | 65,308 | 66,503 | Reduced by 1,195 | | Current liabilities | 59,936 | 55,584 | Increased by 4,352 | | Net current assets | 5,372 | 10,919 | Reduced by 5,547 | | Non-current liabilities | 12,572 | 12,634 | Reduced by 62 | | Net assets | 104,409 | 105,751 | Reduced by 1,342 | | Total equity | 104,409 | 105,751 | Reduced by 1,342 | - The increase in non-current assets was primarily reflected in the growth of property, plant, and equipment[65](index=65&type=chunk) - The increase in current liabilities primarily stemmed from the growth in trade payables and bills payable[65](index=65&type=chunk) [Condensed Consolidated Statement of Changes in Equity](index=31&type=section&id=Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) This section details the movements in the Group's equity components over the reporting period, including profit or loss, other comprehensive income, and transactions with owners [Analysis of Changes in Equity](index=31&type=section&id=Analysis%20of%20Changes%20in%20Equity) The Group's total equity slightly decreased in the first half of 2025, primarily due to the loss for the period, but partially offset by positive changes in the foreign exchange fluctuation reserve Summary of Changes in Equity: H1 2025 vs. H1 2024 | Metric | January 1, 2025 (thousand USD) | June 30, 2025 (thousand USD) | Change | | :--- | :--- | :--- | :--- | | Total equity | 105,751 | 104,409 | Reduced by 1,342 | | Loss for the period | – | (9,664) | Reduced by 9,664 | | Exchange differences on translation of overseas operations | – | 8,322 | Increased by 8,322 | | Total comprehensive income (expense) for the period | – | (1,342) | Reduced by 1,342 | - Despite recording a loss for the period, the foreign exchange fluctuation reserve turned from negative to positive, positively impacting total equity[67](index=67&type=chunk) [Condensed Consolidated Statement of Cash Flows](index=32&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) This section provides an overview of the Group's cash inflows and outflows from operating, investing, and financing activities, highlighting changes in its cash and cash equivalents [Cash Flow Analysis](index=32&type=section&id=Cash%20Flow%20Analysis) In the first half of 2025, the Group experienced a decrease in net cash inflow from operating activities, a decrease in net cash outflow from investing activities, and a significant decrease in net cash outflow from financing activities, resulting in a reduction in cash and cash equivalents at period-end Summary of Condensed Consolidated Statement of Cash Flows: H1 2025 vs. H1 2024 | Metric | H1 2025 (thousand USD) | H1 2024 (thousand USD) | Change | | :--- | :--- | :--- | :--- | | Net cash generated from operating activities | 4,468 | 5,423 | Reduced by 955 | | Net cash used in investing activities | (1,265) | (1,792) | Reduced by 527 | | Net cash used in financing activities | (4,863) | (10,930) | Reduced by 6,067 | | Net decrease in cash and cash equivalents | (1,660) | (7,299) | Reduced by 5,639 | | Cash and cash equivalents at end of period | 8,498 | 22,279 | Reduced by 13,781 | - The decrease in net cash generated from operating activities was partly due to an increase in inventories and an increase in prepayments, deposits, and other receivables[69](index=69&type=chunk) - The significant decrease in net cash used in financing activities was primarily due to a reduction in new borrowings and a reduction in repayment of borrowings[71](index=71&type=chunk) [Notes to the Condensed Consolidated Financial Statements](index=33&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanatory notes supporting the condensed consolidated financial statements, covering accounting policies, segment information, revenue, expenses, and other financial disclosures [1. General Information and Basis of Preparation](index=34&type=section&id=1.%20General%20Information%20and%20Basis%20of%20Preparation) This note outlines Sanergy Group Limited's basic information, principal business, functional currency, and the basis of preparation for the condensed consolidated financial statements, emphasizing the Board's assessment of its going concern ability - The company is a limited company incorporated in the Cayman Islands, with its shares listed on the Main Board of the Stock Exchange on January 17, 2023[72](index=72&type=chunk) - The condensed consolidated financial statements are presented in **USD**, which is also the company's functional currency, and its principal business is the manufacture and sale of graphite electrodes[73](index=73&type=chunk) - The Group recorded a loss of **9,664,000 USD** in the first half of 2025, with interest-bearing bank and other borrowings totaling **27,657,000 USD**, of which **4,848,000 USD** is undergoing restructuring[73](index=73&type=chunk) - The Board is satisfied that the Group will have sufficient internally generated financial resources and available credit facilities to meet its future financial obligations and continues to adopt the going concern basis of accounting[74](index=74&type=chunk) [2. Significant Accounting Policies](index=35&type=section&id=2.%20Significant%20Accounting%20Policies) The condensed consolidated financial statements are prepared under the historical cost convention, with accounting policies and calculation methods consistent with the prior year's consolidated financial statements, and current period HKFRS amendments having no material impact on financial position or performance - The condensed consolidated financial statements have been prepared on the historical cost convention, except for certain property, plant and equipment and financial instruments which are measured at revalued amounts or fair value[75](index=75&type=chunk) - The accounting policies and methods of computation used in the preparation of the condensed consolidated financial statements for the six months ended June 30, 2025, are the same as those presented in the Group's annual consolidated financial statements for the year ended December 31, 2024[75](index=75&type=chunk) - The amendments to Hong Kong Financial Reporting Standards adopted in this interim period had no impact on the Group's financial position and performance for this period and prior periods and/or the disclosures contained in these condensed consolidated financial statements[76](index=76&type=chunk) [3. Operating Segment Information](index=36&type=section&id=3.%20Operating%20Segment%20Information) The Group is primarily engaged in the manufacture and sale of graphite electrodes and is considered a single operating segment, thus no operating segment information is presented, but geographical information by customer location and asset location is provided - The Group is primarily engaged in the manufacture and sale of graphite electrodes, and the chief operating decision-maker views the Group's operating results as a whole, thus no operating segment information is presented[77](index=77&type=chunk) Revenue from External Customers by Geographical Location: H1 2025 vs. H1 2024 | Region | H1 2025 (thousand USD) | H1 2024 (thousand USD) | Change | | :--- | :--- | :--- | :--- | | Americas | 8,820 | 8,479 | Increased by 341 | | Europe, Middle East and Africa (EMEA) | 8,035 | 18,162 | Reduced by 10,127 | | People's Republic of China (China) | 6,921 | 5,385 | Increased by 1,536 | | Asia Pacific (excluding China) | – | 75 | Reduced by 75 | | **Total** | **23,776** | **32,101** | **Reduced by 8,325** | Non-current Assets by Geographical Location: June 30, 2025 vs. December 31, 2024 | Region | June 30, 2025 (thousand USD) | December 31, 2024 (thousand USD) | Change | | :--- | :--- | :--- | :--- | | Americas | 108 | 165 | Reduced by 57 | | EMEA | 51,027 | 44,596 | Increased by 6,431 | | China | 56,753 | 57,329 | Reduced by 576 | | Asia Pacific (excluding China) | 522 | 633 | Reduced by 111 | | **Total** | **108,410** | **102,723** | **Increased by 5,687** | [4. Revenue and Other Income](index=37&type=section&id=4.%20Revenue%20and%20Other%20Income) The Group's revenue primarily derives from the sale of graphite electrodes, recognized upon goods delivery, while other income includes bank interest income, government grants, and other miscellaneous income Comparison of Revenue: H1 2025 vs. H1 2024 | Revenue Source | H1 2025 (thousand USD) | H1 2024 (thousand USD) | Change | | :--- | :--- | :--- | :--- | | Sale of graphite electrodes | 23,776 | 32,101 | Reduced by 8,325 | - Revenue from the sale of graphite electrodes is recognized at the point in time when control of the asset is transferred to the customer, generally upon delivery of the goods[81](index=81&type=chunk) Comparison of Other Income: H1 2025 vs. H1 2024 | Other Income Source | H1 2025 (thousand USD) | H1 2024 (thousand USD) | Change | | :--- | :--- | :--- | :--- | | Bank interest income | 120 | 134 | Reduced by 14 | | Government grants | 39 | 121 | Reduced by 82 | | Others | 174 | 48 | Increased by 126 | | **Total** | **333** | **303** | **Increased by 30** | [5. Other Gains and Losses](index=39&type=section&id=5.%20Other%20Gains%20and%20Losses) The Group recorded a net other gains and losses of **4.979 million USD** loss in the first half of 2025, primarily impacted by a negative net foreign exchange difference, partially offset by the reversal of legal expense provisions Comparison of Other Gains and Losses: H1 2025 vs. H1 2024 | Item | H1 2025 (thousand USD) | H1 2024 (thousand USD) | Change | | :--- | :--- | :--- | :--- | | Loss on disposal of property, plant and equipment | – | (6) | Reduced by 6 | | Net (loss) gain on sales of other carbon products | (1,343) | 550 | Reduced by 1,893 | | Reversal of provision for legal expenses | 1,149 | – | Increased by 1,149 | | Net foreign exchange differences | (4,785) | 177 | Reduced by 4,962 | | **Total** | **(4,979)** | **721** | **Reduced by 5,700** | - Net foreign exchange differences turned from a gain of **177 thousand USD** in the first half of 2024 to a loss of **4,785 thousand USD** in the first half of 2025, being the main negative factor for other gains and losses in the current period[85](index=85&type=chunk) - The reversal of provision for legal expenses of **1,149 thousand USD** in the current period had a positive impact on other gains and losses[85](index=85&type=chunk) [6. Loss Before Tax](index=39&type=section&id=6.%20Loss%20Before%20Tax) The Group's loss before tax significantly narrowed in the first half of 2025, primarily due to substantial reductions in cost of inventories sold and net write-down of inventories, as well as effective control over employee benefit expenses Comparison of Components of Loss Before Tax: H1 2025 vs. H1 2024 | Item | H1 2025 (thousand USD) | H1 2024 (thousand USD) | Change | | :--- | :--- | :--- | :--- | | Cost of inventories sold | 21,125 | 35,660 | Reduced by 14,535 | | Net write-down of inventories | 168 | 4,555 | Reduced by 4,387 | | Depreciation of property, plant and equipment | 1,903 | 2,023 | Reduced by 120 | | Depreciation of right-of-use assets | 390 | 286 | Increased by 104 | | Amortization of intangible assets | 150 | 143 | Increased by 7 | | Total employee benefit expenses | 2,163 | 3,079 | Reduced by 916 | - The significant reduction in cost of inventories sold and net write-down of inventories were the primary reasons for the narrowed loss before tax, both of which are included in cost of sales[87](index=87&type=chunk)[88](index=88&type=chunk) - Total employee benefit expenses (including directors' emoluments, wages, and salaries) decreased, reflecting the effectiveness of cost control measures[87](index=87&type=chunk) [7. Income Tax (Expense) Credit](index=40&type=section&id=7.%20Income%20Tax%20%28Expense%29%20Credit) The Group is subject to different income tax rates across various jurisdictions and recorded an income tax expense in the first half of 2025, primarily due to an increase in deferred tax expense, compared to a credit in the prior year - The Group is not subject to any income tax in the Cayman Islands and the British Virgin Islands[89](index=89&type=chunk) - Hong Kong profits tax rate is **16.5%**, with some subsidiaries applying a two-tiered profits tax system (first **HKD 2,000,000** taxed at **8.25%**)[89](index=89&type=chunk) - The US federal corporate income tax rate is up to **21%**, mainland China subsidiaries' corporate income tax rate is **25%** (some enjoy a **15%** preferential rate), and Italian subsidiaries' corporate income tax rate is **24%** plus a regional production activity tax of **3.9%**[89](index=89&type=chunk)[90](index=90&type=chunk) Comparison of Income Tax (Expense) Credit: H1 2025 vs. H1 2024 | Item | H1 2025 (thousand USD) | H1 2024 (thousand USD) | Change | | :--- | :--- | :--- | :--- | | Current Hong Kong expense for the period | 10 | 8 | Increased by 2 | | Current – Other places expense for the period | 422 | 121 | Increased by 301 | | Over-provision in prior years | (866) | – | Reduced by 866 | | Deferred tax expense (credit) | 1,699 | (2,400) | Increased by 4,099 | | **Income tax expense (credit) for the period** | **1,265** | **(2,271)** | **Increased by 3,536** | [8. Dividends](index=41&type=section&id=8.%20Dividends) The company did not declare any dividends to its shareholders for the six months ended June 30, 2025, and 2024 - The company did not declare any dividends to its shareholders for the six months ended June 30, 2025, and 2024[93](index=93&type=chunk) [9. Loss Per Share Attributable to Ordinary Equity Holders of the Company](index=42&type=section&id=9.%20Loss%20Per%20Share%20Attributable%20to%20Ordinary%20Equity%20Holders%20of%20the%20Company) The Group's basic and diluted loss per share for the first half of 2025 was **0.7 US cents**, narrowed from **1.3 US cents** in the prior year, with calculations adjusted for the impact of the rights issue Comparison of Loss Per Share: H1 2025 vs. H1 2024 | Metric | H1 2025 | H1 2024 (restated) | Change | | :--- | :--- | :--- | :--- | | Basic loss per share | (0.7) US cents | (1.3) US cents | Reduced by 0.6 US cents | | Diluted loss per share | (0.7) US cents | (1.3) US cents | Reduced by 0.6 US cents | - The weighted average number of ordinary shares used to calculate basic loss per share for both periods has been adjusted to reflect the rights issue, thus the basic loss per share for the first half of 2024 has been restated[97](index=97&type=chunk) - No assumption was made for the issue of **10,000,000 shares** in calculating diluted loss per share, as their assumed exercise would result in a decrease in loss per share[98](index=98&type=chunk) [10. Property, Plant and Equipment / Right-of-Use Assets](index=43&type=section&id=10.%20Property%2C%20Plant%20and%20Equipment%20%E2%88%95%20Right-of-Use%20Assets) The Group incurred capital expenditure of approximately **2.255 million USD** on property, plant, and equipment in the first half of 2025, with some land, buildings, and machinery pledged to third parties Comparison of Capital Expenditure on Property, Plant and Equipment: H1 2025 vs. H1 2024 | Item | H1 2025 (thousand USD) | H1 2024 (thousand USD) | Change | | :--- | :--- | :--- | :--- | | Total expenditure on property, plant and equipment | Approx. 2,255 | Approx. 878 | Increased by 1,377 | - The directors of the company believe that the carrying amounts of property, plant and equipment accounted for at revalued amounts are approximate to their respective estimated fair values at the end of this interim period, and thus no revaluation surplus or deficit was recognized in this interim period[99](index=99&type=chunk) - As of June 30, 2025, certain land and buildings, property and machinery, and industrial leasehold land were pledged to independent third parties as security for interest-bearing bank and other borrowings[100](index=100&type=chunk) [11. Interests in Associates](index=44&type=section&id=11.%20Interests%20in%20Associates) The Group holds a **28.3%** equity interest in Hubei Hairong Technology Co., Ltd., over which it exercises significant influence, and also possesses a share acquisition right classified as a financial asset at fair value through profit or loss Comparison of Interests in Associates: June 30, 2025 vs. December 31, 2024 | Item | June 30, 2025 (thousand USD) | December 31, 2024 (thousand USD) | Change | | :--- | :--- | :--- | :--- | | Cost of investment in an associate | 6,913 | 6,913 | – | | Share of post-acquisition loss and other comprehensive expense | (1,005) | (875) | Increased by 130 | | Exchange differences arising on translation | (72) | (41) | Increased by 31 | | **Total** | **5,836** | **5,997** | **Reduced by 161** | - The Group invested **RMB 40,000,000** in Hubei Hairong Technology Co., Ltd. and holds a **28.3%** equity interest, deemed to have significant influence over it[101](index=101&type=chunk) - The Group holds a share acquisition right to purchase a **51%** equity interest in a Hong Kong-registered investment holding company that holds a **52.5%** equity interest in Hubei Hairong, with this acquisition right classified as a financial asset at fair value through profit or loss[102](index=102&type=chunk) [12. Trade Receivables](index=46&type=section&id=12.%20Trade%20Receivables) The Group's total trade receivables decreased, with credit terms generally **30 to 60 days**, and strict credit controls in place, while some receivables are pledged Comparison of Trade Receivables: June 30, 2025 vs. December 31, 2024 | Item | June 30, 2025 (thousand USD) | December 31, 2024 (thousand USD) | Change | | :--- | :--- | :--- | :--- | | Trade receivables at amortized cost | 9,528 | 10,617 | Reduced by 1,089 | | Impairment loss | (198) | (390) | Reduced by 192 | | **Total** | **9,330** | **10,227** | **Reduced by 897** | - The Group's trade terms with customers are primarily credit-based, with credit periods generally **30 to 60 days** from delivery, and a credit control department in place to minimize credit risk[103](index=103&type=chunk) - As of June 30, 2025, certain trade receivables of approximately **653,000 USD** (December 31, 2024: **3,726,000 USD**) were pledged to third parties[104](index=104&type=chunk) Aging Analysis of Trade Receivables (net of loss allowance): June 30, 2025 vs. December 31, 2024 | Aging | June 30, 2025 (thousand USD) | December 31, 2024 (thousand USD) | Change | | :--- | :--- | :--- | :--- | | Not yet due | 8,426 | 7,608 | Increased by 818 | | Within 1 month | 655 | 993 | Reduced by 338 | | 1 to 3 months | 240 | 982 | Reduced by 742 | | Over 3 months | 9 | 644 | Reduced by 635 | | **Total** | **9,330** | **10,227** | **Reduced by 897** | [13. Trade Payables and Bills Payable](index=47&type=section&id=13.%20Trade%20Payables%20and%20Bills%20Payable) The Group's total trade payables and bills payable increased, with bills payable secured by pledged bank deposits and typically settled within **28 to 120 days** Comparison of Trade Payables and Bills Payable: June 30, 2025 vs. December 31, 2024 | Item | June 30, 2025 (thousand USD) | December 31, 2024 (thousand USD) | Change | | :--- | :--- | :--- | :--- | | Trade payables | 7,701 | 6,391 | Increased by 1,310 | | Bills payable | 4,306 | 1,218 | Increased by 3,088 | | **Total** | **12,007** | **7,609** | **Increased by 4,398** | - Bills payable involve the Group issuing notes to relevant suppliers to settle trade payables, secured by pledged bank deposits[107](index=107&type=chunk) Aging Analysis of Trade Payables and Bills Payable: June 30, 2025 vs. December 31, 2024 | Aging | June 30, 2025 (thousand USD) | December 31, 2024 (thousand USD) | Change | | :--- | :--- | :--- | :--- | | Not yet due | 7,775 | 5,363 | Increased by 2,412 | | Within 1 month | 927 | 494 | Increased by 433 | | 1 to 3 months | 1,046 | 1,048 | Reduced by 2 | | Over 3 months | 2,259 | 704 | Increased by 1,555 | | **Total** | **12,007** | **7,609** | **Increased by 4,398** | [14. Lease Liabilities](index=48&type=section&id=14.%20Lease%20Liabilities) The Group's lease liabilities incurred interest expenses of **60,000 USD** and repayments of approximately **268,000 USD** in the first half of 2025 Comparison of Lease Liabilities Related Data: H1 2025 vs. H1 2024 | Item | H1 2025 (thousand USD) | H1 2024 (thousand USD) | Change | | :--- | :--- | :--- | :--- | | Interest expense | Approx. 60 | Approx. 60 | – | | Repayment amount | Approx. 268 | Approx. 165 | Increased by 103 | [15. Interest-Bearing Bank and Other Borrowings](index=48&type=section&id=15.%20Interest-Bearing%20Bank%20and%20Other%20Borrowings) The Group saw reduced new borrowings and repayments in the first half of 2025, with some bank borrowings matured and undergoing restructuring, and the Board is confident in the restructuring outcome and alternative financing sources Comparison of Interest-Bearing Bank and Other Borrowings Activities: H1 2025 vs. H1 2024 | Item | H1 2025 (thousand USD) | H1 2024 (thousand USD) | Change | | :--- | :--- | :--- | :--- | | New borrowings | Approx. 1,621 | Approx. 3,789 | Reduced by 2,168 | | Repayment of borrowings | Approx. 6,216 | Approx. 14,554 | Reduced by 8,338 | - The Group obtained borrowings at market annual interest rates ranging from **3% to 3.4%** during the period[109](index=109&type=chunk) - As of June 30, 2025, bank borrowings with a carrying amount of **4,848,000 USD** had matured and were undergoing restructuring with the relevant banks, and the Board believes the process will ultimately yield satisfactory results and that sufficient alternative financing sources are available[109](index=109&type=chunk) [16. Deferred Taxation](index=51&type=section&id=16.%20Deferred%20Taxation) The Group's total deferred tax liabilities increased, and total deferred tax assets decreased, with some tax losses recognized as deferred tax assets, but a significant portion of tax losses remains unrecognized Changes in Total Deferred Tax Liabilities: June 30, 2025 vs. December 31, 2024 | Item | June 30, 2025 (thousand USD) | December 31, 2024 (thousand USD) | Change | | :--- | :--- | :--- | :--- | | Total deferred tax liabilities | 13,918 | 13,250 | Increased by 668 | Changes in Total Deferred Tax Assets: June 30, 2025 vs. December 31, 2024 | Item | June 30, 2025 (thousand USD) | December 31, 2024 (thousand USD) | Change | | :--- | :--- | :--- | :--- | | Total deferred tax assets | 9,669 | 11,502 | Reduced by 1,833 | - As of June 30, 2025, tax losses generated by the Group totaling **22,942,000 USD** have been recognized as deferred tax assets, available to offset taxable profits generated indefinitely or within the next five to ten years[112](index=112&type=chunk) - Due to the unpredictability of future profit streams, no deferred tax assets have been recognized for the remaining tax losses of **50,197,000 USD**[112](index=112&type=chunk) Expiry Dates of Unrecognized Tax Losses: June 30, 2025 vs. December 31, 2024 | Expiry Date | June 30, 2025 (thousand USD) | December 31, 2024 (thousand USD) | | :--- | :--- | :--- | | 2026 | 7,625 | – | | 2027 | 28,443 | 28,443 | | 2028 | 11,566 | – | | 2029 | 1,594 | 1,594 | | 2030 | 849 | – | | **Total** | **50,077** | **30,037** | - The Group has not recognized any deferred tax for the withholding tax payable on unremitted earnings of subsidiaries established in mainland China and Italy, as the directors believe it is unlikely that these earnings will be distributed in the foreseeable future[114](index=114&type=chunk) [17. Share Capital](index=53&type=section&id=17.%20Share%20Capital) The company's authorized share capital is **50,000,000 USD**, with issued and fully paid share capital of **11,400,000 USD**, primarily increased through two placing activities in 2024 Composition of Share Capital: June 30, 2025 vs. December 31, 2024 | Item | Number of Shares | Share Capital (thousand USD) | | :--- | :--- | :--- | | Authorized share capital (ordinary shares of **0.01 USD** par value each) | 5,000,000,000 | 50,000 | | Issued and fully paid share capital (January 1, 2024) | 1,010,000,000 | 10,100 | | Placing of **50,000,000** ordinary shares | 50,000,000 | 500 | | Placing of **80,000,000** ordinary shares | 80,000,000 | 800 | | **Issued and fully paid share capital (June 30, 2025)** | **1,140,000,000** | **11,400** | - On September 20, 2024, the company completed the placing of **50,000,000 shares**, increasing share capital and share premium by **500,000 USD** and **1,584,000 USD** respectively[115](index=115&type=chunk) - On September 30, 2024, the company completed the placing of **80,000,000 shares**, increasing share capital and share premium by **800,000 USD** and **3,211,000 USD** respectively[116](index=116&type=chunk) [18. Pledge of Assets](index=53&type=section&id=18.%20Pledge%20of%20Assets) As of June 30, 2025, certain of the Group's property, plant, and equipment, trade receivables, industrial leasehold land, and pledged bank deposits have been pledged to independent third parties as security for bills payable, interest-bearing bank, and other borrowings Carrying Value of Pledged Assets: June 30, 2025 vs. December 31, 2024 | Asset Category | June 30, 2025 (million USD) | December 31, 2024 (million USD) | | :--- | :--- | :--- | | Property, plant and equipment | Approx. 20.7 | Approx. 21.0 | | Trade receivables | Approx. 0.7 | Approx. 3.7 | | Industrial leasehold land | Approx. 3.6 | Approx. 3.6 | | Pledged bank deposits | Approx. 5.3 | Approx. 6.4 | - The aforementioned assets have been pledged to independent third parties to secure bills payable, interest-bearing bank, and other borrowings[117](index=117&type=chunk) [19. C

| 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) | 02459 | 說明 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 5,000,000,000 | USD | | 0.01 USD | | 50,000,000 | | 增加 / 減少 (-) | | | | | | USD | | | | 本月底結存 | | | 5,000,000,000 | USD | | 0.01 USD | | 50,000,000 | 本月底法定/註冊股本總額： USD 50,000,000 FF301 第 1 頁 共 10 頁 v 1.1.1 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8月31日 | 狀態: | 新提交 | | --- | --- | --- | --- ...

Group 1 - The company reported revenue of 23.776 million USD for the six months ending June 30, 2025, representing a year-on-year decrease of 25.93% [1] - The loss attributable to the owners of the company was 9.664 million USD, which narrowed by 32.74% year-on-year [1] - The basic loss per share was 0.007 USD [1]

（於開曼群島註冊成立的有限公司） （股份代號：2459） 截至二零二五年六月三十日止六個月 之中期業績公告 昇 能 集 團 有 限 公 司（「本公司」，連 同 其 附 屬 公 司 統 稱「本集團」）董 事（「董 事」）會（「董 事 會」）欣 然 宣 佈 本 集 團 截 至 二 零 二 五 年 六 月 三 十 日 止 六 個 月（「報告期間」）或（「二 零二五年上半年」）之 未 經 審 核 綜 合 業 績 連 同 截 至 二 零 二 四 年 六 月 三 十 日 止 六 個 月（「二零二四年上半年」）之 比 較 數 字。 財務摘要 香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負 責，對 其 準 確 性 或 完 整 性 亦 不 發 表 任 何 聲 明，並 明 確 表 示 概 不 會 就 因 本 公 告 全 部或任何部分內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 SANERGY GROUP LIMITED 昇能集團有限公司 截至六月三十日止六個月 | | | | 二零二五年 | 二零二四年 | | --- | --- | --- | --- | --- | | | | | 千美元 ...

升能集团(02459)发布公告，根据按记录日期每持有两股现有股份获发一股供股股份的基准进行供股， 于2025年8月26日发行5.70亿股供股股份。 ...

智通财经APP讯，升能集团(02459)发布公告，根据按记录日期每持有两股现有股份获发一股供股股份的 基准进行供股，于2025年8月26日发行5.70亿股供股股份。 ...

| 第一章節 | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | 於香港聯交所上市 | 是 | | | | 證券代號 (如上市) | 02459 | 說明 | | | | | | | | A. 已發行股份或庫存股份變動 | | | | | | | | | | | | | 已發行股份（不包括庫存股份）變動 | | 庫存股份變動 | | | | | 事件 | | 已發行股份（不包括庫存股份）數 目 | | 佔有關事件前的現有已發 行股份（不包括庫存股 份）數目百分比 (註3) | 庫存股份數目 | 每股發行/出售價 (註4) | | 已發行股份總數 | | 於下列日期開始時的結存(註1) | 2025年7月31日 | | 1,140,000,000 | | 0 | | | 1,140,000,000 | | 1). 供股 - 涉及新股 | | | 570,000,000 | 50 % | | HKD | 0.08 | | | 根據按記錄日期每持有兩股現有 ...