格隆汇8月19日丨升能集团(02459.HK)公布，公司将于2025年8月29日召开董事会会议，以（其中包括） 审议及通过集团截至2025年6月30日止六个月的中期业绩及其发布，以及宣派中期股息（如有）。 ...

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。 昇 能 集 團 有 限 公 司（「本公司」）董 事（「董 事」）會（「董事會」）宣 佈，董 事 會 會 議 將 於 二 零 二 五 年 八 月 二 十 九 日（星 期 五）舉 行，藉 以（其 中 包 括）考 慮 及 批 准 本 公 司 及 其 附 屬 公 司 截 至 二 零 二 五 年 六 月 三 十 日 止 六 個 月 的 未 經 審 核 中 期 業 績 及 其 刊 發， 並 考 慮 宣 派 中 期 股 息（如 有）。 承董事會命 昇能集團有限公司 執行董事兼董事會主席 Peter Brendon Wyllie先 生 香港，二零二五年八月十九日 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） 董事會會議日期 於 本 公 告 日 期，董 事 會 包 括：(i) Peter B ...

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 （於開曼群島註冊成立的有限公司） （股份代號：2459） 供股的有效接納及申請結果 及 待進行補償安排之未認購供股股份及 不合資格股東未出售供股股份數目 本公告僅供參考，並不構成收購、購買或認購本公司任何證券之邀請或要約。 向 香 港 以 外 司 法 權 區 派 發 本 公 告 可 能 受 法 律 限 制。獲 得 本 公 告 之 人 士 應 自 行 了 解 並 遵 守 任 何 有 關 限 制。未 能 遵 守 該 等 限 制 可 能 構 成 違 反 任 何 相 關 司 法 權 區 之 證券法律，本公司將不就此承擔任何責任。 董 事 會 宣 佈，於 二 零 二 五 年 八 月 八 日（星 期 五）下 午 四 時 正，即 最 後 接 納 時 間，已 接獲合共27份有效申請，涉及合共348,6 ...

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8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 | | | | | | | | | | 多櫃檯證券代號 | | 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 ...

Business Operations - The company operates as a global manufacturer of ultra-high power graphite electrodes, serving over 25 countries including major electric arc furnace steel manufacturers in the Americas, EMEA, Asia-Pacific, and China[11]. - The company has a total production capacity of 46,000 tons annually, allowing it to flexibly meet customer demands worldwide and provide support and technical services[13]. - The company has established regional sales teams focused on the Americas, EMEA, Asia-Pacific, and China markets to support various customer needs[13]. - The company emphasizes the importance of a strong sales and distribution network to ensure product availability for customers at all times[13]. - The company is actively engaged in research and development of new products and technologies to enhance its market position[11]. - The company is exploring market expansion opportunities to strengthen its global footprint[11]. - The company is considering strategic mergers and acquisitions to enhance its competitive advantage in the industry[11]. Financial Performance - For the fiscal year ending December 31, 2024, the company reported revenue of $56.951 million, a decrease of approximately 21.2% compared to $72.292 million in 2023[19]. - The company experienced a sales volume increase of over 6%, rising from 17,015 metric tons in 2023 to 18,141 metric tons in 2024[22]. - The average unit sales cost was reduced by 2.6% compared to the fiscal year 2023, attributed to production cost control measures[22]. - The company recorded a gross loss margin of approximately 30.3% for the fiscal year 2024, down from a gross profit margin of about 1.2% in 2023[23]. - The company faced significant pricing pressure, with the average selling price of products decreasing by 26.1% due to market volatility in Europe[23]. - The company reported a loss attributable to shareholders of $40.984 million for the fiscal year 2024, compared to a loss of $15.476 million in 2023[19]. - Revenue from the Americas was $13.368 million, accounting for 23.5% of total revenue, down from $19.326 million (26.7%) in 2023[20]. - Revenue from EMEA was $32.941 million, representing 57.8% of total revenue, compared to $38.319 million (53.0%) in 2023[20]. - The company is preparing to capitalize on the expected recovery in the graphite electrode and steel industries in the second half of 2025[17]. - Revenue decreased from approximately $72.3 million in FY2023 to about $57.0 million in FY2024[27]. - Cost of sales increased from approximately $71.5 million in FY2023 to about $74.2 million in FY2024, influenced by increased sales volume and inventory provisions[27]. - Average selling price of graphite electrodes dropped from approximately $4,249 per ton in FY2023 to about $3,139 per ton in FY2024[28]. - Gross loss increased significantly from approximately $0.8 million in FY2023 to about $17.3 million in FY2024, with a gross margin decline from approximately 1.2% to a gross loss margin of about 30.3%[30]. - Administrative expenses rose by approximately 23.0% to about $14.8 million in FY2024, primarily due to increased employee and professional costs[31]. - The company recorded a loss attributable to owners of approximately $41.0 million in FY2024, mainly due to significant gross loss and increased administrative expenses[33]. - Cash used in operating activities was $3.1 million in FY2024, down from $6.1 million in FY2023[36]. - The company anticipates a gradual recovery in demand for graphite electrodes by 2025, supported by a projected 1.9% growth in steel demand in developed countries[25]. - The company is focused on improving gross margins and profitability through strategic business plans and cost control measures[25]. - The company is optimistic about long-term growth driven by global carbon neutrality initiatives and aims to position itself as a resilient partner in the sustainable steel value chain[26]. Assets and Liabilities - As of December 31, 2024, the group's cash and cash equivalents amounted to approximately $16.4 million, a decrease from approximately $29.6 million as of December 31, 2023[37]. - The total interest-bearing bank and other borrowings as of December 31, 2024, were approximately $29.7 million, down from approximately $38.7 million as of December 31, 2023[37]. - The group's equity and liabilities as of December 31, 2024, were approximately $105.8 million and $68.2 million, respectively, compared to approximately $148.5 million and $77.6 million as of December 31, 2023[37]. - The debt-to-equity ratio increased from approximately 26.1% on December 31, 2023, to approximately 28.1% on December 31, 2024, primarily due to a decrease in equity[38]. - Capital expenditures for the fiscal year 2024 were approximately $5.0 million, primarily for the acquisition of properties, plants, and equipment[40]. - The group has no significant contingent liabilities as of December 31, 2024[41]. - The acquisition of Tai Gu assets was completed in August 2023 for approximately RMB 80.5 million, with RMB 40 million paid at the time of the agreement[43]. - The joint venture with Huixian Construction Investment Co., Ltd. was voluntarily terminated in November 2024 due to changing market conditions, with no significant adverse impact on the group's financial performance[44]. - As of December 31, 2024, the group had no significant investments exceeding 5% of total assets[45]. Corporate Governance - The company has a focus on optimizing manufacturing, maintenance, and operational procedures to enhance cost efficiency[52]. - The management team includes members with significant experience in legal, financial, and operational roles, enhancing the company's governance[53]. - The company is focused on product innovation and market expansion strategies to drive future growth[50]. - The board comprises individuals with diverse backgrounds in finance, management, and engineering, contributing to a well-rounded strategic direction[56]. - The company has established a remuneration committee to review its compensation policies and structures for directors and senior management[129]. - The board consists of seven directors, including three executive directors, one non-executive director, and three independent non-executive directors[142]. - The audit committee, composed of three independent non-executive directors, has reviewed the accounting principles and practices adopted by the group[136]. - The company maintains a sufficient level of public float as required by listing rules[135]. - The company has purchased and maintained appropriate insurance to protect directors and senior officers against legal liabilities[134]. - The board is responsible for leading and controlling the group, focusing on overall strategy and monitoring financial performance[141]. - The company has adhered to the corporate governance code during the fiscal year 2024[140]. - The company emphasizes high standards of business ethics and corporate governance to protect shareholder interests and enhance corporate value[139]. - The board of directors has appointed at least three independent non-executive directors, constituting at least one-third of the board, with one possessing appropriate professional qualifications in accounting or related financial management[145]. - The company held a total of 5 board meetings and 1 annual general meeting during the fiscal year 2024, with attendance rates for executive and non-executive directors documented[152]. - The remuneration committee includes one executive director and two independent non-executive directors, responsible for reviewing the remuneration terms for directors and senior management[153]. - All directors participated in appropriate continuous professional development activities during their tenure, including attending training sessions and reviewing relevant materials[151]. - The company has arranged appropriate insurance coverage for legal claims against directors and senior officers, ensuring adequate protection[149]. - The board is responsible for developing and reviewing corporate governance policies and practices, ensuring compliance with legal and regulatory requirements[147]. - Independent non-executive directors have fixed terms of appointment, with initial terms set at one year, subject to renewal unless specified otherwise[146]. - The company encourages directors to stay updated on relevant matters and participate in appropriate briefings and training courses[150]. - The board meetings are scheduled with at least 14 days' notice, allowing directors sufficient time to review documents prior to meetings[148]. - The company has received annual confirmations from independent non-executive directors regarding their independence as per listing rules[145]. Risk Management and Compliance - The board is responsible for ensuring the establishment and maintenance of effective risk management and internal control systems[175]. - The environmental, social, and governance (ESG) committee was established on December 16, 2022, to support the board in developing ESG policies and strategies[168]. - The company conducted a significant assessment to identify and prioritize major ESG issues[169]. - The audit committee reviewed the company's financial performance for the fiscal year 2023 and the interim report for the six months ending June 30, 2024[167]. - The company has adopted the standard code of conduct for securities trading as per the listing rules[170]. - The board confirmed its responsibility for the preparation of the financial statements for the fiscal year 2024[172]. - The company engaged external auditors to report on the financial statements, ensuring accountability and transparency[173]. - The board of directors is responsible for the overall risk management and internal control system of the group, with annual reviews conducted to monitor effectiveness[176]. - The group identified multiple key risks during the annual risk assessment, prioritizing them based on severity and potential impact on strategic objectives[177]. - An external professional firm was engaged to review the effectiveness of the internal audit function and significant controls for the fiscal year 2024[178]. - The board believes that the group has maintained a sound, effective, and adequate risk management and internal control system for the fiscal year 2024[178]. - The company has established a policy for the disclosure and management of inside information, ensuring confidentiality and compliance with relevant regulations[179]. - The company emphasizes the importance of shareholder privacy and will not disclose shareholder information without consent, except as required by law[182]. Shareholder Communication - The company has multiple communication channels for shareholders, including annual general meetings where directors and external auditors can address shareholder inquiries[182]. - The company has appointed specific board members and senior management to maintain regular communication with institutional investors and financial analysts[184]. - The board has reviewed the effectiveness of existing shareholder communication policies and activities[185]. - Shareholders holding at least one-tenth of the paid-up capital have the right to request the board to convene a special general meeting within two months of submission[186]. Employee and Community Engagement - The group engaged in charitable donations amounting to RMB 57,000 during the fiscal year 2024 to support local community development[84]. - The company has not faced any significant disputes with employees, customers, or suppliers during the fiscal year 2024, indicating stable relationships[80]. - The group emphasizes compliance with relevant laws and regulations, reporting no significant violations that impacted business operations in fiscal year 2024[78]. - The company is committed to environmental policies and ensures all operations comply with relevant environmental regulations[79]. - The group employed 188 staff as of December 31, 2024, down from 211 staff in 2023[129]. - Employee costs for the fiscal year 2024 are approximately $11.0 million, a decrease from $14.4 million in 2023[129]. - The company has established a remuneration committee to review its compensation policies and structures for directors and senior management[129]. Future Outlook - The company has outlined a future outlook with a projected revenue growth of 20% for the next fiscal year[67]. - New product development initiatives are underway, focusing on sustainable technology solutions, with an investment of $50 million allocated for R&D[67]. - The company plans to expand its market presence in Southeast Asia, targeting a 30% increase in market share by 2025[67]. - A strategic acquisition is in progress, aimed at enhancing the company's technological capabilities, with an estimated cost of $200 million[67]. - The board has approved a new strategy to enhance corporate governance and sustainability practices, aligning with global standards[67]. - The company has achieved a 10% reduction in operational costs through efficiency improvements in the last fiscal year[67]. - The independent directors have been actively involved in providing insights on corporate governance, enhancing the decision-making process[67]. - The company is committed to maintaining a strong financial position, with a cash reserve of $100 million to support future growth initiatives[67].

Revenue Performance - Revenue for the fiscal year 2024 decreased to approximately $57.0 million from about $72.3 million in fiscal year 2023, representing a decline of approximately 21.2%[4] - Total revenue from graphite electrode sales decreased to $56.951 million in 2024 from $72.292 million in 2023, representing a decline of approximately 21.1%[43] - Revenue from the Americas region was $13.368 million in 2024, down from $19.326 million in 2023, a decrease of about 30.4%[39] - Revenue from EMEA (Europe, Middle East, and Africa) was $32.941 million in 2024, down from $38.319 million in 2023, a decline of approximately 14.0%[39] - Revenue from major customers included $11.479 million from Customer A in 2024, down from $12.599 million in 2023, a decrease of about 8.9%[41] Profitability and Losses - The gross loss for fiscal year 2024 was approximately $17.3 million, compared to a gross profit of about $0.8 million in fiscal year 2023, resulting in a gross margin decrease from approximately 1.2% to a gross loss margin of about 30.3%[12] - The company reported a net loss attributable to shareholders of approximately $40.98 million for fiscal year 2024, compared to a loss of about $15.48 million in fiscal year 2023[4] - The net loss attributable to the company's owners for the year was $40,984 thousand, up from a loss of $15,476 thousand in 2023, representing a 164.5% increase in losses[28] - The group reported a pre-tax loss of $69,965,000 for 2024, compared to $68,160,000 in 2023, reflecting an increase in cost of goods sold[47] Cost Management - The average selling price of graphite electrodes fell by 26.1%, from approximately $4,249 per ton in fiscal year 2023 to about $3,139 per ton in fiscal year 2024[10] - The average unit sales cost decreased by 2.6% from fiscal year 2023, primarily due to production cost control measures[5] - Administrative expenses for the fiscal year 2024 totaled approximately $14.8 million, an increase of about 23.0% compared to fiscal year 2023, primarily due to increased employee and professional fees[13] - Financial costs decreased from approximately $3.7 million in fiscal year 2023 to about $2.9 million in fiscal year 2024, mainly due to the repayment of several loans[14] - The company aims to improve gross margins and profitability through strategic business plans, focusing on key customer segments and cost control measures[8] Assets and Liabilities - Total assets decreased to $174,969 thousand in 2024 from $226,054 thousand in 2023, reflecting a decline of 22.6%[29] - Current liabilities decreased to $55,584 thousand in 2024 from $62,571 thousand in 2023, a reduction of 11.1%[29] - The company's equity decreased to $105,751 thousand in 2024 from $148,493 thousand in 2023, a decline of 28.7%[30] - Trade receivables amounted to $10,227,000 in 2024, a decrease from $12,950,000 in 2023, with overdue receivables accounting for 32% from the largest customer[59][60] - Trade payables and notes payable totaled $7,609,000 in 2024, compared to $7,200,000 in 2023, with a notable increase in payables overdue by 1 to 3 months[61] Cash Flow - Cash used in operating activities was $3.1 million in fiscal year 2024, down from $6.1 million in fiscal year 2023[17] - As of December 31, 2024, the group had cash and cash equivalents of approximately $16.4 million, down from $29.6 million as of December 31, 2023[18] - Cash and cash equivalents dropped significantly to $10,937 thousand in 2024 from $29,620 thousand in 2023, a decrease of 63.0%[29] Future Outlook - The company anticipates a gradual recovery in demand for graphite electrodes in 2025, supported by a projected 1.9% growth in steel demand in developed countries[8] - The company remains optimistic about long-term growth driven by global carbon neutrality initiatives, despite current market challenges[9] Corporate Governance - The company has complied with the corporate governance code as per the listing rules for the fiscal year 2024[67] - The audit committee, consisting of three independent non-executive directors, has reviewed the accounting principles and practices adopted by the group[69] Capital Expenditures and Investments - Capital expenditures for fiscal year 2024 amounted to approximately $5.0 million, primarily for the acquisition of properties, plants, and equipment[21] - The acquisition of Tai Gu assets was completed in August 2023 for approximately RMB 80.5 million, with RMB 40 million already paid[24] - 44.4% of the net proceeds (HKD 83.0 million) is allocated for upgrading production systems in Italy and China, with HKD 38.3 million already utilized and HKD 44.7 million remaining, expected to be fully utilized by mid-2026[64] - 8.0% of the net proceeds (HKD 15.0 million) is designated for the development and expansion of graphite anode materials (GAM) business, with HKD 4.5 million already utilized and HKD 10.5 million remaining, expected to be fully utilized by the second half of 2025[64] Employee and Operational Metrics - Employee costs for the fiscal year 2024 are approximately USD 11.0 million, down from USD 14.4 million in 2023, with a total of 188 employees as of December 31, 2024[65] - The group’s total employee benefits expenses decreased to $7,861,000 in 2024 from $9,999,000 in 2023, reflecting a reduction in salaries and retirement contributions[47] - The depreciation expense for property, plant, and equipment was $4,538,000 in 2024, compared to $4,075,000 in 2023, indicating an increase in asset utilization[47] Dividends - The board does not recommend the declaration of a final dividend for the fiscal year 2024, compared to zero USD for the fiscal year 2023[66] - The group has not declared any dividends to shareholders for the years ending December 31, 2024, and 2023[53]

Company Operations and Market Position - The company operates as a global manufacturer of ultra-high power graphite electrodes, serving over 25 countries, including major electric arc furnace steel manufacturers in the Americas, EMEA, Asia-Pacific, and China[7]. - The company has a total production capacity of 46,000 metric tons across its facilities in Italy and China, allowing it to flexibly meet global demand for graphite electrodes[7]. - The company has established regional sales teams focused on the Americas, EMEA, Asia-Pacific, and China to support customer needs[8]. - The company is strategically positioned to address current challenges in the graphite electrode market through its investments and technological advancements[8]. Investment and Development - In mid-April 2024, the company held a groundbreaking ceremony for its anode production facility in Italy, aiming to establish advanced production technology comparable to Chinese standards[8]. - The company is investing in the development of silicon-based anode materials in China, positioning itself as part of the next generation of anode material production technology[8]. - The company is committed to diversifying investments in graphite anode materials as a natural business expansion, with a groundbreaking ceremony for a production facility held in Italy in the first half of 2024[14]. - The company is advancing the Narni graphite anode materials project to capitalize on opportunities in the European new energy market, with an allocation of approximately HKD 15 million for development and expansion[45]. Financial Performance - Revenue decreased from approximately $43.7 million in the first half of 2023 to about $32.1 million in the first half of 2024, primarily due to a drop in average selling price of graphite electrodes from approximately $4,549 per ton to about $3,316 per ton[15]. - The average selling price of graphite electrodes fell by approximately 27.1% year-on-year, while sales volume slightly increased to 9,682 tons from 9,603 tons[15]. - Cost of sales increased from approximately $38.4 million in the first half of 2023 to about $40.2 million in the first half of 2024, with average cost per ton rising from approximately $3,997 to about $4,154[16]. - Gross loss amounted to approximately $8.1 million in the first half of 2024, compared to a gross profit of about $5.3 million in the same period of 2023, resulting in a gross loss margin of approximately 25.3%[17]. - The company reported a loss attributable to owners of approximately $14.4 million in the first half of 2024, up from about $4.2 million in the same period of 2023[21]. - The company reported revenue of $32,101 thousand for the six months ended June 30, 2024, a decrease of 26.4% compared to $43,685 thousand for the same period in 2023[56]. - The company incurred a loss attributable to ordinary equity holders of $14,368 thousand, compared to a loss of $4,224 thousand for the same period in 2023[86]. Cash Flow and Financial Position - In the first half of 2024, the operating cash flow was approximately $5.4 million, compared to $4.7 million in the first half of 2023[22]. - As of June 30, 2024, cash and cash equivalents were approximately $22.3 million, down from $29.6 million as of December 31, 2023[22]. - The company reported a pre-tax loss from operating activities of $16,639,000 for the six months ended June 30, 2024[65]. - The company generated a net cash inflow from operating activities of $5,423,000 for the six months ended June 30, 2024[65]. - The company incurred a total cash outflow from financing activities of $10,930,000 during the same period[65]. Debt and Equity Management - As of June 30, 2024, the total interest-bearing bank and other borrowings amounted to approximately $28.4 million, down from $38.7 million as of December 31, 2023[23]. - The debt-to-equity ratio decreased from approximately 26.1% on December 31, 2023, to about 21.6% on June 30, 2024, due to a net repayment of interest-bearing borrowings[24]. - The company has no significant contingent liabilities as of June 30, 2024[27]. - The company reported a decrease in deferred tax liabilities from $8,827,000 in 2023 to $7,942,000 in 2024, a reduction of approximately 10%[60]. Operational Efficiency and Cost Management - Administrative expenses increased by approximately 8.9% to about $5.8 million in the first half of 2024, mainly due to ongoing development costs for graphite anode material expansion projects[18]. - The company has maintained strict control over outstanding receivables, with overdue balances reviewed regularly by senior management[91]. - The company aims to minimize credit risk through a dedicated credit monitoring department[91]. Corporate Governance and Compliance - The audit committee confirmed the completeness and accuracy of the interim report and financial statements for the first half of 2024[50]. - The company has complied with the corporate governance code throughout the reporting period[49]. Shareholder Information - The company’s stock is listed on the Hong Kong Stock Exchange under the stock code 2459[5]. - The company did not declare any interim dividends for the first half of 2024 and 2023[48]. - The company did not issue any potential dilutive ordinary shares during the reporting period[86].

Non-Competition Agreement - The controlling shareholder confirmed compliance with the non-competition agreement from January 17, 2023, to December 31, 2023[2] - Independent non-executive directors reviewed the compliance of the non-competition agreement and found no violations during the relevant period[2] - The non-competition agreement was established on December 19, 2022, benefiting the company and its subsidiaries[1]

Financial Performance - Revenue for the first half of 2024 was approximately $32.1 million, a decrease of about 26.5% compared to $43.7 million in the first half of 2023[2]. - Gross loss for the first half of 2024 was approximately $8.1 million, compared to a gross profit of $5.3 million in the first half of 2023, reflecting a gross margin of (25.3)%[2][3]. - The company recorded a loss attributable to shareholders of approximately $14.4 million in the first half of 2024, up from a loss of about $4.2 million in the first half of 2023[2][5]. - Revenue decreased from approximately $43.7 million in H1 2023 to about $32.1 million in H1 2024, primarily due to the average selling price of graphite anodes dropping from approximately $4,549 per ton to about $3,316 per ton[8]. - Sales cost increased from approximately $38.4 million in H1 2023 to about $40.2 million in H1 2024, with the average sales cost rising from approximately $3,997 per ton to about $4,154 per ton[9]. - Gross loss increased from approximately $5.3 million in H1 2023 to about $8.1 million in H1 2024, resulting in a gross loss margin of approximately 25.3%[10]. - Administrative expenses rose to approximately $5.8 million in H1 2024, an increase of about 8.9% compared to H1 2023, mainly due to ongoing development projects for graphite anode materials[11]. - The company reported a total loss attributable to shareholders increasing from approximately $4.2 million in H1 2023 to about $14.4 million in H1 2024, primarily due to gross loss and increased administrative expenses[14]. Inventory and Cash Flow Management - Inventory levels decreased by over 20%, from approximately $57.0 million as of December 31, 2023, to about $44.1 million as of June 30, 2024[4]. - The company aims to improve cash flow by reducing inventory and enhancing operational flexibility to adapt to customer demand and market changes[4]. - In the first half of 2024, the group's net cash from operating activities was approximately $5.4 million, compared to $4.7 million in the first half of 2023[15]. - The group's total cash and cash equivalents as of June 30, 2024, were approximately $22.3 million, down from $29.6 million as of December 31, 2023[15]. - The group's total interest-bearing bank and other borrowings amounted to approximately $28.4 million as of June 30, 2024, compared to $38.7 million as of December 31, 2023[15]. - The group's debt-to-equity ratio decreased from approximately 26.1% as of December 31, 2023, to approximately 21.6% as of June 30, 2024[17]. Market Conditions and Strategic Focus - The management highlighted the ongoing impact of global economic uncertainty on demand for graphite anodes, particularly in North America and Europe[3]. - The company anticipates a challenging market environment in H2 2024, with weak downstream steel demand, but remains optimistic about future business prospects[6]. - The company is focusing on operational cost measures to maintain competitiveness in the graphite anode business despite ongoing challenges in the market[4][5]. - The company plans to implement a comprehensive response strategy to protect operational resources and minimize inventory risks in a challenging market environment[5]. - The company is diversifying its investment strategy in graphite negative materials to capture opportunities in the European new energy market[4]. Assets and Liabilities - Non-current assets as of June 30, 2024, totaled $116,994,000, a decrease from $118,638,000 as of December 31, 2023, representing a decline of 1.39%[25]. - Current assets decreased to $90,911,000 from $107,416,000, reflecting a significant drop of 15.34%[25]. - Trade receivables increased to $14,375,000 from $12,950,000, marking an increase of 10.98%[25]. - Cash and cash equivalents decreased to $22,279,000 from $29,620,000, a decline of 24.87%[25]. - Current liabilities rose to $63,722,000 from $62,571,000, indicating an increase of 1.83%[25]. - Net current assets decreased to $27,189,000 from $44,845,000, a significant reduction of 39.66%[25]. - Total assets less current liabilities decreased to $144,183,000 from $163,483,000, a decline of 11.79%[25]. Taxation and Financial Management - The estimated taxable profits in Hong Kong were subject to a tax rate of 16.5%, with a subsidiary qualifying for a lower rate of 8.25% on the first HKD 2,000,000 of taxable profits[43]. - The company received a tax benefit of approximately $4,610,000 due to the carryforward of net operating losses in the U.S. under the CARES Act[44]. - The deferred tax assets recognized included a tax benefit of $2,271,000 for the six months ended June 30, 2024, compared to $4,839,000 for the same period in 2023[45]. Shareholder Information - The company did not declare any dividends to its shareholders for the six months ended June 30, 2024, and June 30, 2023[46]. - The weighted average number of ordinary shares used to calculate basic and diluted loss per share was 984,760,221 for the six months ended June 30, 2023, and 1,000,000,000 for the same period in 2024[47]. - The company has not issued any potential dilutive ordinary shares as of June 30, 2024[46]. Strategic Initiatives and Future Outlook - The company plans to diversify investments in graphite anode materials as a natural business expansion, with a production facility in Italy set to commence in H1 2024[6]. - The company aims to leverage opportunities in the European new energy market supported by favorable policies such as the Key Raw Materials Act and EU Carbon Tax[6]. - The company is advancing the Narny silicon negative electrode material project to seize opportunities in the European new energy market, necessitating the reallocation of unutilized funds[63]. - The company has allocated approximately HKD 15 million to continue the development and expansion of the silicon negative electrode material business, including capital expenditures, operating costs, and R&D expenses[63]. Corporate Governance - The company has established an audit committee consisting of three independent non-executive directors to oversee financial reporting and compliance[68]. - The board confirmed that the strategic direction remains consistent with the disclosures in the annual report for the fiscal year 2023, with no significant changes in the nature of the group's business[64].

Global Operations and Production Facilities - The company has a global customer base spanning over 25 countries, including major electric arc furnace steel manufacturers in the Americas, EMEA, Asia-Pacific, and China[8] - The company operates production facilities in Italy and China with a combined annual capacity of 46,000 metric tons[8] - In December 2023, the company initiated a brownfield GAM project in Europe with a planned annual production capacity of 20,000 metric tons[8] - The company's strategic decision to establish its own GAM production facility in Europe aligns with future market trends[8] - The company is investing in GAM production in Europe and silicon-based anode material R&D in China as part of its diversification strategy[12] - A groundbreaking ceremony for the anode production facility in Italy is scheduled for mid-April 2024[12] - The company plans to become one of the first or earliest graphite anode producers in the European market[12] Financial Performance and Revenue - Revenue from core graphite electrode business decreased by 37.4% to $72.3 million in FY2023 compared to FY2022, primarily due to reduced sales volume[12] - Gross profit margin dropped significantly from 22.5% in FY2022 to 1.2% in FY2023[14] - The company reported a net loss of $15.476 million in FY2023, compared to a net profit of $7.496 million in FY2022[14] - Revenue from EMEA region accounted for 53.0% of total revenue in FY2023, down from 44.7% in FY2022[15] - Revenue from China decreased to $12.907 million (17.9% of total) in FY2023 from $27.871 million (24.1% of total) in FY2022[15] - Revenue decreased by 37.4% to $72.3 million in FY2023 compared to FY2022, primarily due to weak customer demand and downstream supply chain destocking[17] - Graphite electrode sales volume decreased by 29.6% in FY2023 compared to FY2022, with all regions experiencing revenue declines[17] - Gross margin dropped significantly from 22.5% in FY2022 to 1.2% in FY2023, mainly due to lower average selling prices, reduced sales volume, and increased average cost per ton[21] - Revenue for 2023 decreased to $72.292 million from $115.521 million in 2022, representing a significant decline[139] - Gross profit for 2023 dropped sharply to $841 thousand from $26.028 million in 2022[139] - The company reported a net loss of $15.476 million in 2023, compared to a net profit of $7.496 million in 2022[139] - Basic and diluted loss per share for 2023 was 1.6 cents, compared to earnings of 0.9 cents per share in 2022[139] - Administrative expenses increased to $12.081 million in 2023 from $9.118 million in 2022[139] - Financing costs rose to $3.653 million in 2023 from $2.626 million in 2022[139] - The company incurred discretionary listing bonus expenses of $3.045 million in 2023, which were not present in 2022[139] - Other income increased to $691 thousand in 2023 from $358 thousand in 2022[139] - The company received an income tax credit of $6.850 million in 2023, compared to an income tax expense of $1.692 million in 2022[139] - The company reported a net loss of $15.476 million for 2023, compared to a net profit of $7.496 million in 2022[140] - Total comprehensive expenses attributable to the company's owners amounted to $15.826 million in 2023, a significant increase from $2.072 million in 2022[140] - The company's total revenue from external customers in 2023 was $72,292 thousand, a decrease from $115,521 thousand in 2022[177] - Revenue from the Americas region dropped to $19,326 thousand in 2023 from $33,484 thousand in 2022[177] - Revenue from the EMEA region decreased to $38,319 thousand in 2023 from $51,664 thousand in 2022[177] - Revenue from China fell to $12,907 thousand in 2023 from $27,871 thousand in 2022[177] - Revenue from the Asia-Pacific region (excluding China) declined to $1,740 thousand in 2023 from $2,502 thousand in 2022[177] Assets and Liabilities - Non-current assets in China increased to $64.836 million (56.3% of total) in FY2023 from $52.168 million (49.8% of total) in FY2022[16] - Cash and cash equivalents as of December 31, 2023, were $29.6 million, up from $11.7 million in 2022[28] - Total interest-bearing bank and other borrowings as of December 31, 2023, were $38.7 million, compared to $30.2 million in 2022[28] - The company's debt-to-equity ratio increased from 22.7% in 2022 to 26.1% in 2023[29] - Capital expenditures for 2023 were approximately $13.6 million, primarily for property, plant, and equipment additions[31] - Property, plant, and equipment increased to $100.053 million in 2023 from $93.131 million in 2022[141] - Cash and cash equivalents rose to $29.620 million in 2023, up from $11.652 million in 2022[141] - Total assets minus current liabilities stood at $163.483 million in 2023, compared to $160.328 million in 2022[142] - The company's total equity increased to $148.493 million in 2023 from $132.917 million in 2022[142] - The company issued 816.6 million ordinary shares through a capitalization issue in 2023[144] - The company's reserves, including comprehensive reserves, totaled $138.393 million in 2023, up from $132.807 million in 2022[144] - The company's non-current assets in China increased to $64,836 thousand in 2023 from $52,168 thousand in 2022[178] - Non-current assets in the EMEA region slightly decreased to $50,241 thousand in 2023 from $50,739 thousand in 2022[178] - The company's inventory value at the end of 2023 was $57,024 thousand, down from $58,605 thousand in 2022[175] - The provision for inventory write-down to net realizable value increased significantly to $3,366 thousand in 2023 from $75 thousand in 2022[175] Corporate Governance and Leadership - The company's board of directors includes executive and non-executive members, with changes in appointments and resignations noted in 2023 and 2024[3] - The company's audit committee includes members such as Mr. Zheng Diao and Ms. Chen Chuwen, with changes noted in 2023[4] - Peter Brendon Wyllie, an executive director, oversees business strategy execution and legal advisory work, and holds directorships in multiple subsidiaries of the company[36] - Wei-Ming Shen, the CEO, will retire from his executive director role effective March 31, 2024, and step down as CEO on May 1, 2024[37] - Shen has over 38 years of experience in graphite technology, production, sales, and business management, and previously held senior roles at GrafTech International Holdings Inc. and Oregon Material Technology Group[38] - Min Haiting, an executive director, is responsible for corporate finance, mergers and acquisitions, and bank financing, with extensive experience in banking and corporate finance[38] - Haiting previously served as the Chief Representative of the People's Bank of China in Europe and held executive roles at China Agricultural Bank (UK) Limited and China First Capital Group[39] - Hou Haolong, aged 46, joined the group in February 2012 and was appointed as an executive director on March 29, 2021. He is responsible for business foundation development, product innovation, and business strategy[40] - Wang Ping, aged 53, joined the group in August 2019 and was appointed as a non-executive director in October 2019. He has over 20 years of experience in corporate finance, auditing, and financial management[41] - Zheng Dajiao, aged 52, was appointed as an independent non-executive director on December 19, 2022. He has extensive experience in management, financial reporting, and management accounting[42] - Wei Mingde, aged 57, was appointed as an independent non-executive director on December 19, 2022. He is the chairman of Ande Capital and the Asia Green Tech Fund[43] - Chen Chuwen, aged 45, was appointed as an independent non-executive director on December 19, 2022. She has over 19 years of professional experience in accounting and corporate finance[43] - Feng Jianguo, aged 58, joined the group in March 2016 as the Chief Technology Officer. He is responsible for monitoring project implementation and providing technical support[45] - Lin Luofeng, aged 36, joined the group in June 2023 as the Chief Financial Officer. He has over 10 years of experience in corporate finance, financial management, accounting, and audit certification[45] - The company's registered office is located in the Cayman Islands, with headquarters and primary business locations in China and Hong Kong[6] - The company's major correspondent banks include Wells Fargo Bank, N.A. and Credit Suisse (Switzerland) Ltd.[7] - The company's stock code is 2459 and its website is www.sanergygroup.com[7] - The company did not recommend a final dividend for the 2023 fiscal year, compared to zero dollars in the 2022 fiscal year[48] - The company has distributable reserves of $27,760,000 as of December 31, 2023, including share premium of $28,812,000, accumulated losses of $952,000, and other debit reserves of $100,000[56] - The company donated RMB 18,000 to various charitable organizations during the 2023 fiscal year to support local community development[55] - The company's main business is the manufacturing and sales of graphite electrodes, with performance analysis by operating segment detailed in the consolidated financial statements[47] - The company's property, plant, and equipment changes for the 2023 fiscal year are detailed in the consolidated financial statements[54] - The company has no predetermined dividend payout ratio, and any future dividends will be determined by the board based on operational and profit conditions, capital requirements, and financial status[48] - The company's environmental, social, and governance (ESG) activities for 2023 are detailed in a separate ESG report published alongside the annual report[53] - The company's five-year financial performance and summary of assets and liabilities are outlined on page 116 of the annual report[57] - The company has no significant disputes with employees, customers, or suppliers during the 2023 fiscal year[52] - The company's related party transactions for the 2023 fiscal year are detailed in the consolidated financial statements[58] - Otautahi Capital Inc. holds 730,000,000 shares, representing 72.28% of the company's total issued shares of 1,010,000,000 as of December 31, 2023[64][66] - The company's share option plan has an authorized limit of 100,000,000 shares, representing 9.9% of the total issued shares as of the annual report date[72] - No share options have been granted under the share option plan since its adoption on December 19, 2022[69] - The share option plan aims to provide eligible participants with personal equity ownership opportunities and incentivize their contributions to the company's performance and growth[70] - The maximum number of shares that can be issued under the share option plan and any other company plan is 100,000,000 shares[72] - No director or senior executive has any interest in competing businesses that require disclosure under the listing rules[68] - The company's share option plan includes provisions to limit individual participants from acquiring more than 1% of the company's issued share capital within any 12-month period[73] - Share options granted to major shareholders or independent non-executive directors exceeding 0.1% of the issued shares require shareholder approval[73] - The company's global offering net proceeds amounted to approximately HKD 186.7 million, with 34.8% allocated for the acquisition of Tai Gu assets, 55.2% for upgrading production systems in Italy, China, and San Li assets, and 10.0% for working capital and general corporate purposes[79][80] - The company's top five customers accounted for 48.7% of total sales, with the largest customer contributing 17.4%. The top five suppliers accounted for 61.9% of total procurement, with the largest supplier contributing 19.0%[82] - The company's employee costs for the 2023 fiscal year were approximately USD 14.4 million, compared to USD 9.6 million in the 2022 fiscal year, with a total of 211 employees as of December 31, 2023[84] - The company's share option plan is valid for ten years from December 19, 2022, to December 18, 2032, with a minimum vesting period of 12 months for options granted under the plan[76][78] - The exercise price for any specific share option must not be less than the higher of the closing price on the grant date or the average closing price for the five business days preceding the grant date[77] - The company has not entered into any equity-linked agreements that would require the issuance of shares as of December 31, 2023[78] - The company's share option plan allows for accelerated vesting under special circumstances, such as death, disability, or performance-based conditions[76] - The company's share option plan requires a consideration of USD 1.00 for the grant of options, which must be accepted within 28 days of the grant date[75] - The company's share option plan permits the grant of options to eligible participants, with the number of shares determined by the board, subject to the plan's terms[74] - The company's share option plan allows for the grant of options to new hires as compensation for forfeited options from previous employers, with a vesting period of less than 12 months[76] - The company has purchased and maintained appropriate insurance to cover potential legal liabilities for directors and senior officers while performing their duties[87] - The public shareholding of the company remains at a sufficient level as required by the listing rules[87] - The company established an audit committee on December 16, 2022, with terms of reference in compliance with the Corporate Governance Code[87] - The company replaced Ernst & Young with Deloitte as its auditor effective July 31, 2023, due to a disagreement over audit fees for the fiscal year ending December 31, 2023[88] - Deloitte audited the company's consolidated financial statements for the 2023 fiscal year and is eligible for re-appointment at the 2024 Annual General Meeting[89] - The company adheres to the principles and code provisions of the Corporate Governance Code, with the roles of Chairman and CEO separated as required[91] - The Board of Directors consists of 8 members, including 4 executive directors, 1 non-executive director, and 3 independent non-executive directors as of December 31, 2023[93] - The company ensures that at least one-third of the Board members are independent non-executive directors, in compliance with the listing rules[95] - Non-executive directors, including independent non-executive directors, are appointed for fixed terms, with one-third of the directors required to retire by rotation at each Annual General Meeting[96] - The company has arranged appropriate insurance to cover legal actions against directors and senior officers, with the Board approving a procedure for directors to seek independent professional advice at the company's expense[98] - All directors participated in appropriate continuous professional development activities during the 2023 fiscal year, including attending training sessions and reviewing materials related to the company's business, director responsibilities, and corporate governance[99] - The company held a total of 9 board meetings and 1 shareholders' meeting in the 2023 fiscal year, with attendance records provided for each director[100][101] - The Remuneration Committee held 1 meeting in the 2023 fiscal year, with all members attending[102][103] - The Nomination Committee held 1 meeting in the 2023 fiscal year, with all members attending[106][107] - The company has adopted a Board Diversity Policy, aiming to achieve a diverse board composition, including at least one member of a different gender[108][109] - The gender ratio of the company's employees (including senior management) was approximately 7:1 (male:female) as of December 31, 2023[110] - The audit committee held 3 meetings in the 2023 fiscal year, with all members attending all meetings[111][112] - The company paid $256,000 for audit services and $26,000 for non-audit services in the 2023 fiscal year[114] - The environmental, social, and governance (ESG) committee held 1 meeting in the 2023 fiscal year, with all members attending[115][116] - The company's financial statements for the 2023 fiscal year were audited by Deloitte Touche Tohmatsu[114] - The audit committee reviewed the company's 2022 fiscal year annual results and the interim report for the six months ended June 30, 2023[113] - The ESG committee reviewed the company's 2022 fiscal year ESG report and results[116] - The company has a risk management and internal control system in place to manage risks related to achieving strategic objectives[119][120] - The company conducted an annual risk assessment, identifying and prioritizing major risks that could impact strategic objectives[120] - The company does not have an internal audit department but hires external independent professional firms when necessary[120] - The board of directors is responsible for the company's risk management and internal control systems[119][120] - The company has established and maintained a robust risk management and internal control system, which was deemed effective and adequate for the 2023 fiscal year[121] - The company has implemented an insider information disclosure policy to manage and control the dissemination of insider information[122] - The company has strengthened investor relations by arranging visits to factories and meetings with institutional investors, potential investors, financial analysts, and fund managers[124] -