根据供股接纳结果及补偿安排的配售结果，将予配发及发行的供股股份为5.7亿股供股股份，相当于供 股项下可供提呈认购的供股股份总数的100%。 升能集团(02459)发布公告，于2025年8月19日(星期二)下午四时正(即配售代理配售未获认购供股股份的 最后时限)，全部2.21亿股未获认购供股股份已根据配售协议的条款按每股股份0.08港元(相等于认购价) 的价格成功配售予不少于六名名承配人。因此，根据补偿安排，并无净收益可供分派予不行动股东。 ...

智通财经APP讯，升能集团(02459)发布公告，于2025年8月19日(星期二)下午四时正(即配售代理配售未 获认购供股股份的最后时限)，全部2.21亿股未获认购供股股份已根据配售协议的条款按每股股份0.08港 元(相等于认购价)的价格成功配售予不少于六名名承配人。因此，根据补偿安排，并无净收益可供分派 予不行动股东。 根据供股接纳结果及补偿安排的配售结果，将予配发及发行的供股股份为5.7亿股供股股份，相当于供 股项下可供提呈认购的供股股份总数的100%。 ...

缴足股款供股股份预期将于2025年8月27日上午九时正起在联交所开始买卖。 格隆汇8月25日丨升能集团(02459.HK)公告，于2025年8月8日下午四时正，已就合共348,601,603股供股 股份（相当于供股项下提呈发售供股股份总数的约61.2%）接获合共27份有效接纳及申请。 于2025年8月19日下午四时正，全部221,398,397股未获认购供股股份已根据配售协议的条款按每股股份 0.08港元的价格成功配售予不少于六名名承配人。因此，根据补偿安排，并无净收益可供分派予不行动 股东。 ...

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 昇 能 集 團 有 限 公 司（「本公司」）日 期 為 二 零 二 五 年 七 月 二 十 五 日 之 章 程（「章 程」）及 本 公 司 日 期 為 二 零 二 五 年 八 月 十 二 日 之 公 告（「該公告」），內 容 有 關 供 股。 除本公告另有界定者外，本公告所用詞彙與章程所界定者具有相同涵義。 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。 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） 按於記錄日期每持有兩(2)股現有股份 獲發一(1)股供股股份之基準 以非包銷基準進行供股之結果 供股配售代理 – 1 – 供股結果及補償安排 誠 如 該 公 告 所 披 露，於 二 零 二 五 年 八 月 八 日（星 期 五）下 午 四 時 正 ...

Core Viewpoint - The company, Shengneng Group (02459.HK), will hold a board meeting on August 29, 2025, to review and approve its interim results for the six months ending June 30, 2025, and to declare an interim dividend if applicable [1] Group 1 - The board meeting is scheduled for August 29, 2025 [1] - The meeting will focus on the interim results for the six months ending June 30, 2025 [1] - The company may declare an interim dividend during this meeting [1]

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]