CONTENTS 目錄 1 WellCell Holdings Co., Limited 經緯天地控股有限公司 Annual Report 2024 年報 2 Corporate Information 公司資料 5 Chairman's Statement 主席報告書 8 Financial Highlights 財務摘要 9 Management Discussion and Analysis 管理層討論及分析 25 Biographical Details of Directors and Senior Management 董事及高級管理層履歷詳情 37 Corporate Governance Report 企業管治報告 71 Directors' Report 董事會報告 93 Independent Auditor's Report 獨立核數師報告 103 Consolidated Statement of Profit and Loss and Other Comprehensive Income 綜合損益及其他全面收益表 104 Consolidated Statement of Finan ...

格隆汇4月15日丨经纬天地(02477.HK)公告，公司董事会接获公司其中一名控股股东经纬天地集团有限 公司（经纬天地集团）通知，于2025年4月15日，经纬天地集团已订立两份买卖协议以按每股面值0.005 港元出售公司普通股份，当中：(1)第一份买卖协议乃与寿健先生订立，涉及按代价每股销售股份一6港 元出售4500万股股份（销售股份一，相当于本公告日期公司已发行股本总额的4.5%）及，(2)第二份买 卖协议乃与恒峰国际控股有限公司订立，涉及按代价每股销售股份二6港元出售1亿股股份（销售股份 二，相当于本公告日期公司已发行股本总额的10%）。 于出售事项一及出售事项二均完成后，假设股权架构及已发行股份并无其他变动，经纬天地集团所拥有 的股份数目将由311,000,000股减少至166,000,000股，占公司已发行股本总额的16.6%。经纬天地集团将 不再为公司控股股东，但仍为公司主要股东。 于出售事项二完成后，假设股权架构及已发行股份并无其他变动，恒峰国际所拥有的股份数目将由 199,000,000股增加至299,000,000股，占公司已发行股本总额的29.9%，而恒峰国际将成为公司单一最大 股东，并将继 ...

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。 WellCell Holdings Co., Limited 經緯天地控股有限公司 （於開曼群島註冊成立的有限公司） （股份代號：2477） 截至2024年12月31日止年度 年度業績公佈 財務摘要 1 － 截至2024年12月31日止年度，收益約為人民幣278.2百萬元（截至2023年12月31日止年 度：約人民幣256.0百萬元）。 － 截至2024年12月31日止年度，本公司權益持有人應佔溢利約為人民幣20.1百萬元（截至 2023年12月31日止年度：約人民幣20.4百萬元）。 － 截至2024年12月31日止年度，每股基本盈利約為人民幣4.1分（截至2023年12月31日止年 度：約人民幣5.4分）。 － 董事會不建議派付截至2024年及2023年12月31日止年度的末期股息。 截至2024年12月31日止年度的年度業績 經緯天地控股有限公司（「本公司」）董事（「董事」）會（「董事會」）欣然提呈 ...

WellCell Holdings Co., Limited WellCell Holdings Co., Limited (lncorporated in the Cayman Islands with limited liability) Stock code: 02477 INTERIM REPORT 2024 中期報告 INTERIM REPORT 2024 經緯天地控股有限公 司 經緯天地控股有限公司 （於開曼群島註冊成立的有限公司） 股份代號 : 02477 ● 中期報告 2024 目 錄 | --- | --- | |-------|--------------------------| | | | | 02 | 公司資料 | | 04 | 財務摘要 | | 05 | 管理層討論及分析 | | 12 | 其他資料 | | 17 | 中期簡明綜合全面收益表 | | 18 | 中期簡明綜合財務狀況表 | | 20 | 中期簡明綜合權益變動表 | | 22 | 中期簡明綜合現金流量表 | | 23 | 中期簡明綜合財務報表附註 | 公司資料 董事會 執行董事 賈正屹先生（主席） 劉萍女士 叢斌先生 非 ...

Financial Performance - Revenue decreased by approximately 6.8% to approximately RMB 106.1 million for the six months ended June 30, 2024[1] - Profit attributable to equity holders was approximately RMB 10.7 million, a decrease of approximately 26.9% compared to the same period in 2023[1] - Basic earnings per share were approximately RMB 2.18, down approximately 44.2% from RMB 3.91 in the same period of 2023[1] - Operating profit for the six months ended June 30, 2024, was RMB 10.9 million, compared to RMB 18.0 million in the same period of 2023[2] - The company reported a pre-tax profit of RMB 12.15 million, down from RMB 17.66 million in the previous year[2] - The company reported a net profit attributable to equity holders of RMB 10,721,000 for the six months ended June 30, 2024, compared to RMB 14,658,000 for the same period in 2023, representing a decrease of approximately 27.5%[22] - Basic earnings per share decreased to RMB 2.18 for the six months ended June 30, 2024, down from RMB 3.91 in the same period of 2023, reflecting a decline of about 44.2%[22] - Operating profit decreased by approximately RMB 7.1 million or 39.4% to RMB 10.9 million for the six months ending June 30, 2024, mainly due to reduced revenue and increased costs[57] - Net profit margin decreased from approximately 12.9% to approximately 10.1% for the six months ending June 30, 2024, due to increased costs and expenses[58] Revenue Breakdown - Revenue for the six months ended June 30, 2024, was RMB 106,092 thousand, a decrease of 6.8% compared to RMB 113,838 thousand for the same period in 2023[15] - The company reported a decrease in revenue from wireless network optimization services to RMB 41,136 thousand, down 3.0% from RMB 42,404 thousand in the previous year[15] - The company experienced a decline in revenue from information and communication technology integration services, reporting RMB 32,240 thousand, down 9.2% from RMB 35,550 thousand in the prior year[15] - Revenue from wireless telecom network optimization services decreased by approximately RMB 1.3 million or about 3.1% to RMB 41.1 million for the six months ended June 30, 2024, compared to RMB 42.4 million for the same period in 2023[42] - Revenue from telecom network infrastructure maintenance and engineering services fell by approximately RMB 1.9 million or about 10.2% to RMB 16.8 million for the six months ended June 30, 2024, primarily due to the loss of a key customer[43] - Revenue from ICT integration services decreased by approximately RMB 3.4 million or about 9.6% to RMB 32.2 million for the six months ended June 30, 2024, attributed to intensified domestic market competition[44] - Revenue from software-related services declined by approximately RMB 1.3 million or about 7.6% to RMB 15.9 million for the six months ended June 30, 2024, due to a reduction in the number of projects generating revenue[45] Expenses and Liabilities - Total liabilities decreased to RMB 84.02 million from RMB 98.44 million as of December 31, 2023[7] - Total employee benefits expenses, including directors' remuneration, amounted to RMB 9,725,000 for the six months ended June 30, 2024, compared to RMB 9,108,000 for the same period in 2023, an increase of approximately 6.8%[7] - The company incurred listing expenses of RMB 6,257 thousand for the six months ended June 30, 2024, compared to RMB 5,945 thousand in the same period of 2023, indicating a 5.2% increase[15] - Other income for the six months ended June 30, 2024, totaled RMB 667 thousand, a decrease of 45.5% from RMB 1,224 thousand in the same period of 2023[16] - Other operating expenses increased by approximately RMB 1.3 million or 72.2% to approximately RMB 3.1 million for the six months ending June 30, 2024, primarily due to increased legal and professional fees[53] - Income tax expenses decreased by approximately RMB 1.6 million or 53.3% to approximately RMB 1.4 million for the six months ending June 30, 2024, primarily due to tax deductions from R&D expenses[56] Assets and Cash Flow - Total assets as of June 30, 2024, amounted to RMB 275.02 million, compared to RMB 183.59 million as of December 31, 2023[5] - Cash and cash equivalents increased significantly to RMB 99.42 million from RMB 23.81 million as of December 31, 2023[5] - Trade receivables as of June 30, 2024, were RMB 50,151,000, down from RMB 62,700,000 as of December 31, 2023, reflecting a decrease of approximately 20.0%[24] - The company’s financial income from bank deposits increased significantly to RMB 1,679,000 for the six months ended June 30, 2024, compared to RMB 147,000 in the same period of 2023, marking an increase of approximately 1034.0%[18] - Cash and cash equivalents increased by approximately 317.6% to approximately RMB 99.4 million as of June 30, 2024, primarily due to proceeds from share sales[61] Shareholder and Corporate Governance - The board of directors does not recommend the payment of any interim dividend for the six months ended June 30, 2024[1] - The company did not declare an interim dividend for the six months ended June 30, 2024, while it paid a total dividend of RMB 14,332,000 to shareholders for the same period in 2023[23] - The company has maintained compliance with the corporate governance code as of June 30, 2024, with no significant deviations reported[74] - The audit committee was established on December 15, 2023, to oversee financial reporting and internal controls[90] - The company confirms compliance with the standard code of conduct for securities trading by all directors as of June 30, 2024[89] Future Outlook and Strategic Initiatives - The company is actively adjusting its capital structure and optimizing asset allocation to prepare for future growth opportunities[37] - The ICT industry is experiencing unprecedented development opportunities due to the deep integration of technologies such as 5G, IoT, cloud computing, big data, and AI[37] - The company is focusing on enhancing customer satisfaction and market share through technological upgrades and service innovations in its core business segments[38] - The company plans to expand its project management team to support anticipated growth, with a focus on business expansion by the end of 2024[72] Share Issuance and Proceeds Utilization - The company issued 500,000,000 shares with a par value of HKD 0.01 as of June 30, 2024, compared to 38,000,000 shares on December 31, 2023[31] - The company issued 125,000,000 shares at a nominal value of HKD 1.00 each, resulting in net proceeds of approximately HKD 60.6 million (approximately RMB 56.0 million) from the share sale[71] - The net proceeds from the share issuance are allocated as follows: 20.5% for future ICT integration projects, 34.6% for new R&D projects, and 19.8% for sales and marketing efforts[72] - The expected timeline for utilizing the net proceeds includes full utilization by June 30, 2024, for ICT projects and R&D, and by the end of 2026 for sales and marketing[72] Related Party Transactions and Conflicts of Interest - There were no related party transactions or ongoing related party transactions during the reporting period[76] - The company has no known conflicts of interest involving its directors or major shareholders during the reporting period[75]

Financial Performance - For the year ended December 31, 2023, the company's revenue increased by approximately RMB 29.5 million or 13.0% to approximately RMB 256.0 million compared to the year ended December 31, 2022[8]. - The company's profit for the year decreased by approximately RMB 3.9 million or 16.0% to RMB 20.4 million, primarily due to increased subcontracting costs[8]. - The operating profit for the year was RMB 23.961 million, compared to RMB 30.070 million in the previous year[15]. - The financial income for the year was RMB 205,000, an increase from RMB 94,000 in the previous year[15]. - The income tax expense for the year was RMB 2.686 million, down from RMB 5.009 million in the previous year[15]. - Revenue from wireless telecom network optimization services decreased by approximately RMB 7.2 million or about 7.1% to RMB 94.9 million in 2023 from RMB 102.1 million in 2022[28]. - Revenue from telecom network infrastructure maintenance and engineering services decreased by approximately RMB 0.7 million or about 1.6% to RMB 43.8 million in 2023 from RMB 44.5 million in 2022[29]. - Revenue from ICT integration services increased by approximately RMB 38.7 million or about 70.9% to RMB 93.3 million in 2023 from RMB 54.6 million in 2022[31]. - Revenue from software-related business decreased by approximately RMB 1.3 million or about 5.2% to RMB 24.0 million for the year ended December 31, 2023[32]. - Other income decreased by approximately RMB 1.6 million or about 47.1% to RMB 1.8 million for the year ended December 31, 2023, mainly due to reduced government subsidies[33]. - Subcontracting costs increased by approximately RMB 32.2 million or about 26.5% to RMB 153.8 million for the year ended December 31, 2023, driven by increased subcontracting costs in ICT integration services[34]. - Employee benefits expenses decreased by approximately RMB 2.9 million or about 14.5% to RMB 17.1 million for the year ended December 31, 2023, due to a decline in average employee numbers[36]. - Operating profit decreased by approximately RMB 6.1 million or about 20.3% to RMB 24.0 million for the year ended December 31, 2023, primarily due to increased subcontracting and material costs[44]. - Net profit margin declined from approximately 10.7% to about 8.0% for the year ended December 31, 2023, mainly due to increased listing and operating expenses[45]. - Cash and cash equivalents decreased by approximately 43.6% to RMB 23.8 million as of December 31, 2023, compared to RMB 42.2 million in 2022[49]. - Total bank borrowings amounted to approximately RMB 28.0 million as of December 31, 2023, down from RMB 30.0 million in 2022[50]. - The debt-to-equity ratio was 32.9% as of December 31, 2023, compared to 37.2% as of December 31, 2022[54]. - The company did not recommend a final dividend for the year ended December 31, 2023[46]. - As of December 31, 2023, the group had 121 employees, a decrease from 145 employees as of December 31, 2022[59]. - Total wages and salaries for the year ended December 31, 2023, amounted to approximately RMB 136 million, down from RMB 164 million for the year ended December 31, 2022[59]. Strategic Outlook - The company plans to focus on developing its business in selected markets over the next few years, emphasizing efficient business processes for sustainable performance[9]. - There is an optimistic outlook for the demand for ICT integration services, driven by favorable government policies promoting rapid growth in integrated services[9]. - The development of 5G technology is expected to create new software demands from downstream customers, leading to increased demand for telecom network-related software[9]. - The company anticipates continued growth in the Chinese telecom industry driven by technological advancements and increasing demand for digital services[25]. - The company successfully listed on the main board of the Stock Exchange on January 12, 2024, enhancing its cash flow and capacity to undertake larger projects[25]. - The company is committed to implementing its future plans as outlined in the prospectus to enhance its workforce[25]. - The company will allocate more resources to the development of ICT integration services and software development, as detailed in its prospectus published on December 28, 2023[9]. Corporate Governance - The company emphasizes a culture of integrity and ethical behavior, with training programs to reinforce ethical standards and compliance policies[109]. - The company has established an anti-corruption policy to maintain high standards of business ethics and compliance with applicable laws[110]. - An audit committee was formed on December 15, 2023, to oversee financial reporting and internal control systems, consisting of three members[119]. - The company has set up three functional committees to assist the board in fulfilling its responsibilities, including an audit committee, a remuneration committee, and a nomination committee[118]. - All directors have participated in appropriate ongoing professional development to ensure they are informed and capable of contributing effectively[114]. - The company has engaged an independent internal control consultant to review key business processes and internal control systems continuously[139]. - The board and audit committee believe that the group's risk management and internal control systems are effective and adequate[154]. - The company has established a whistleblowing policy to promote openness, integrity, and accountability, with no reported incidents of fraud or misconduct affecting the financial statements during the reporting period[153]. - The company aims to minimize risks through a risk management system that involves risk assessment and the identification of appropriate risk mitigation strategies[138]. - Risk assessments are submitted to the Audit Committee for review every six months[138]. - The company secretary has completed no less than 15 hours of relevant professional training as required by the listing rules[135]. - The Audit Committee has recommended the reappointment of PwC as the external auditor for 2024, pending shareholder approval[124]. Shareholder Information - The company will not recommend a final dividend distribution to shareholders for the reporting period[160]. - The group operates as an investment holding company, with subsidiaries providing telecommunications network support services, information and communication technology integration services, and telecommunications network-related software development services[158]. - The company has not established a predetermined dividend payout ratio and will assess its dividend policy based on financial performance and current economic conditions[146]. - Major shareholders, including Jingwei Tiandi Group Limited and Li Chao Limited, each hold 375,000,000 shares, representing 75% of the company's issued share capital[190]. - Revenue from the top five customers accounted for 45.4% of total revenue in 2023, down from 51.0% in 2022[193]. - The largest customer contributed 21.4% to total revenue in 2023, compared to 23.8% in the previous year[193]. - The top five subcontractors accounted for 43.1% of subcontracting costs in 2023, a decrease from 56.5% in 2022[193]. - The largest subcontractor's share of subcontracting costs was 13.0% in 2023, down from 19.9% in 2022[193]. - The top five suppliers contributed 69.8% to material, supplies, and other item costs, a reduction from 79.7% in 2022[193]. - The largest supplier accounted for 33.0% of material costs in 2023, significantly down from 61.4% in the previous year[193]. Board Composition and Appointments - Appointment of Mr. Hu Yongquan as an independent non-executive director on December 15, 2023, with over six years of experience in corporate governance[78]. - Dr. Liang Guangxi appointed as an independent non-executive director on December 15, 2023, bringing over 30 years of experience in computer science and engineering[79]. - Mr. Yu Zhirong appointed as the chairman of the audit, remuneration, and nomination committees on December 15, 2023, with over 15 years of experience in consulting, accounting, and auditing[83]. - Ms. Chen Shenmao serves as the deputy general manager and CFO, overseeing financial, administrative, and HR functions, with over 16 years of experience in accounting and finance[85]. - Mr. Yao Min, deputy general manager, responsible for overseeing business in Central China, has over 13 years of experience in network computing and telecommunications[88]. - Mr. Xu Shengjian, supervisor and regional manager, responsible for business in Hunan Province, has over 13 years of experience in network computing and telecommunications[89]. - The board consists of seven members, including three executive directors and three independent non-executive directors, ensuring a balanced experience across various sectors[105]. - The board currently has one female director, achieving gender diversity at the board level, with a commitment to increase female representation in the future[106]. - The company aims to improve gender diversity within its board, with a target of increasing female representation to 30% by 2025[105]. - As of December 31, 2023, the employee gender ratio is 72.7% male to 27.3% female among 121 employees, including senior management[106]. Future Plans and Investments - The net proceeds from the share issuance on January 12, 2024, were approximately HKD 606 million (equivalent to about RMB 560 million) after deducting underwriting commissions and related expenses[62]. - The planned use of the net proceeds includes 20.5% (RMB 11.5 million) for future ICT integration projects, expected to be utilized by the end of 2027[66]. - 34.6% (RMB 19.4 million) of the proceeds will be allocated to new R&D projects, also expected to be utilized by the end of 2027[66]. - 19.8% (RMB 11.1 million) will be used to strengthen the project management team to support anticipated expansion plans and business growth, expected by the end of 2026[66]. - 12.9% (RMB 7.2 million) of the proceeds will be used to repay part of the bank loans, expected by the end of 2025[66]. - The company has committed to exploring potential investments and business opportunities for sustainable growth and attractive returns for shareholders[109]. Non-Competition Agreement - The parties involved in the non-competition agreement irrevocably and unconditionally guarantee not to engage in any business that competes directly or indirectly with the group's operations in China[200]. - The non-competition clause applies to any member of the group and their close associates, prohibiting them from participating in restricted businesses[200]. - The agreement covers any current or future business activities that may be conducted by the group in China[200]. - The definition of "restricted business" includes any business that may constitute competition with the group's existing or planned operations[200]. - The commitments made under the non-competition agreement are binding and enforceable against the parties involved[200]. - The agreement aims to protect the group's market position and prevent conflicts of interest[200]. - The parties are required to ensure that their associates also comply with the non-competition terms[200]. - The non-competition obligations are designed to last for the duration specified in the agreement[200]. - The agreement emphasizes the importance of maintaining competitive integrity within the market[200]. - The non-competition terms are a strategic measure to safeguard the group's business interests in China[200].

Financial Performance - For the year ended December 31, 2023, revenue was approximately RMB 256.0 million, an increase of 13.0% from RMB 226.5 million for the year ended December 31, 2022[3]. - The net profit attributable to equity holders for the year ended December 31, 2023, was approximately RMB 20.4 million, a decrease of 15.5% from RMB 24.3 million for the year ended December 31, 2022[3]. - Basic earnings per share for the year ended December 31, 2023, was approximately RMB 5.4 cents, down from RMB 6.5 cents for the year ended December 31, 2022[3]. - Operating profit for the year ended December 31, 2023, was RMB 23.96 million, a decrease of 20.0% from RMB 30.07 million for the year ended December 31, 2022[4]. - Total revenue for the year ended December 31, 2023, was RMB 255,959,000, an increase of 12.9% from RMB 226,513,000 in 2022[19]. - Pre-tax profit for the year ended December 31, 2023, was RMB 20,397,000, a decrease of 15.4% compared to RMB 24,259,000 in 2022[35]. - Net profit margin fell from approximately 10.7% for the year ending December 31, 2022, to approximately 8.0% for the year ending December 31, 2023, primarily due to increased listing and operating expenses[77]. Dividends and Shareholder Returns - The board of directors did not recommend the payment of a final dividend for the year ended December 31, 2023[3]. - The board does not recommend the payment of a final dividend for the year ending December 31, 2023[36]. Assets and Liabilities - Total assets as of December 31, 2023, were RMB 183.59 million, an increase from RMB 163.18 million as of December 31, 2022[6]. - Total liabilities as of December 31, 2023, were RMB 98.44 million, an increase from RMB 82.44 million as of December 31, 2022[8]. - Cash and cash equivalents as of December 31, 2023, were RMB 23.81 million, down from RMB 42.20 million as of December 31, 2022[6]. - Bank borrowings decreased to RMB 28,000 thousand in 2023 from RMB 30,000 thousand in 2022, with a floating interest rate between 3.7% and 4.1%[44]. - The capital-to-debt ratio was 32.9% as of December 31, 2023, compared to 37.2% as of December 31, 2022[85]. Employee Expenses - The company reported a decrease in employee benefit expenses to RMB 17.12 million for the year ended December 31, 2023, from RMB 20.04 million for the year ended December 31, 2022[4]. - Total employee benefits expenses decreased to RMB 17,124,000 in 2023, down 14.4% from RMB 20,041,000 in 2022[28]. - The total salary and wages for the year ending December 31, 2023, was approximately RMB 13.6 million, down from RMB 16.4 million for the year ending December 31, 2022[89]. Revenue Breakdown - Revenue from wireless telecom network optimization services decreased to RMB 94,923,000 in 2023, down 7.3% from RMB 102,136,000 in 2022[19]. - Revenue from ICT integration services increased by approximately RMB 38.7 million or about 70.9% to RMB 93.3 million from RMB 54.6 million in 2022, driven by an increase in the number of projects from 36 to 48[62]. - Revenue from telecom network infrastructure maintenance and engineering services decreased by approximately RMB 0.7 million or about 1.6% to RMB 43.8 million from RMB 44.5 million in 2022[60]. - Revenue from software-related business decreased by approximately RMB 1.3 million or about 5.2% to RMB 24.0 million from RMB 25.3 million in 2022[63]. Costs and Expenses - The company's other income decreased by approximately RMB 1.6 million or about 47.1% to RMB 1.8 million from RMB 3.4 million in 2022, primarily due to a reduction in government subsidies[64]. - The group's subcontracting costs increased by approximately RMB 32.2 million or about 26.5% to RMB 153.8 million from RMB 121.6 million in 2022, primarily due to increased subcontracting costs in ICT integration services[65]. - Other operating expenses increased by approximately RMB 2.3 million or about 65.7% to RMB 5.8 million for the year ending December 31, 2023, primarily due to RMB 2.0 million for audit services provided by independent auditors[71]. - Listing expenses rose from approximately RMB 10.1 million for the year ending December 31, 2022, to approximately RMB 14.0 million for the year ending December 31, 2023[72]. Future Outlook and Plans - The board holds a cautiously optimistic view on the future of the Chinese telecom industry, expecting continued growth driven by technological advancements and increasing demand for digital services[54]. - The company plans to allocate 20.5% of the net proceeds from the share issuance, amounting to RMB 11.5 million, to fund future ICT integration projects by the end of 2027[95]. - 34.6% of the net proceeds, equivalent to RMB 19.4 million, will be used to initiate new R&D projects by the end of 2027[95]. - The company aims to strengthen its project management team to support expected growth, allocating 19.8% of the proceeds, or RMB 11.1 million, by the end of 2026[95]. - The company intends to repay part of its bank loans with 12.9% of the proceeds, which is RMB 7.2 million, by the end of 2025[95]. Compliance and Governance - The company confirms compliance with corporate governance codes, except for the separation of the roles of Chairman and CEO, which are held by the same individual[96]. - The board believes the current structure will not impair the balance of power and responsibilities, and will consider separating the roles in the future[98]. - The company has maintained sufficient public float since its listing date[111]. - The board has confirmed compliance with the securities trading code since the listing date[113]. Miscellaneous - The company expresses gratitude to clients, suppliers, subcontractors, and shareholders for their continued support[118]. - The auditor, PwC, will be proposed for reappointment at the upcoming annual general meeting[115]. - The preliminary financial results for the year ending December 31, 2023, have been verified against the audited financial statements[117].